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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
Weatherford Enterra, Inc.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities
947071106
(CUSIP Number)
c/o First Reserve Corporation, 475 Steamboat Rd., Greenwich, CT 203-625-2500
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
August 4, 1997
(Date of Event which Requires Filing of this Statement
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box /_/.
Check the following box if a fee is being paid with the statement /_/. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such
class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
<PAGE>
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
<PAGE>
SCHEDULE 13D
CUSIP No. 947071106 Page 3 of 9 Pages
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
First Reserve Corporation 06-1210123
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /_/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF
SHARES 7,853,557 (Item 5)
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 0
PERSON WITH 9 SOLE DISPOSITIVE POWER
7,853,557 (Item 5)
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,853,557
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.98%
14 TYPE OF REPORTING PERSON*
CO
<PAGE>
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
<PAGE>
SCHEDULE 13D
CUSIP No. 947071106 Page 5 of 9 Pages
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
American Gas & Oil Investors, Limited Partnership:
13-3077100
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /x/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7 SOLE VOTING POWER
NUMBER OF
SHARES 1,526,232 (Item 5)
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 0
PERSON WITH 9 SOLE DISPOSITIVE POWER
1,526,232 (Item 5)
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,526,232
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.91%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
<PAGE>
SCHEDULE 13D
CUSIP No. 947071106 Page 7 of 9 Pages
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
AmGO II, Limited Partnership: 13-3149992
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /x/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7 SOLE VOTING POWER
NUMBER OF
SHARES 945,851 (Item 5)
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 0
PERSON WITH 9 SOLE DISPOSITIVE POWER
945,851 (Item 5)
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
945,851
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.80%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
<PAGE>
SCHEDULE 13D
CUSIP No. 947071106 Page 9 of 9 Pages
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
First Reserve Secured Energy Assets Fund, Limited
Partnership: 06-1232433
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /x/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF
SHARES 1,332,509 (Item 5)
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 0
PERSON WITH 9 SOLE DISPOSITIVE POWER
1,332,509 (Item 5)
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,332,509
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.54%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
<PAGE>
SCHEDULE 13D
CUSIP No. 947071106 Page 11 of 9 Pages
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
First Reserve Fund V, Limited Partnership: 06-1295657
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /x/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF
SHARES 2,571,189 (Item 5)
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
2,571,189 (Item 5)
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,571,189
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.90%
<PAGE>
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
<PAGE>
This Statement on Schedule 13D (the "Schedule 13D", filed pursuant
to Rule 13d-1 of the Rules and Regulations under the Securities Exchange Act
of 1934, as amended, by American Gas & Oil Investors, Limited Partnership
("Fund I"), AmGO II, Limited Partnership ("Fund II"), First Reserve Secured
Energy Assets Fund ("Fund IV"), First Reserve Fund V, Limited Partnership
("Fund V"), First Reserve Fund V-2, Limited Partnership ("Fund V-2") and
First Reserve Fund VI, Limited Partnership ("Fund VI", and together with Fund
I, Fund II, Fund IV, Fund V and Fund V-2, the "Funds") and by First Reserve
Corporation ("First Reserve") with respect to the common shares (the
"Shares") of Weatherford Enterra, Inc., a Delaware corporation (the
"Issuer"), is hereby supplemented and amended as set forth below.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Section (a) of Item 5 is hereby deleted in its entirety and
replaced with the following:
(a) As of August 4, 1997, the Funds beneficially owned an aggregate of
7,819,622 Shares and First Reserve directly owned 33,935 Shares, constituting
approximately 14.98%, in the aggregate, of the 52,426,195 Shares of the
Issuer outstanding as of August 4, 1997. The number and percentage of Shares
of the Issuer beneficially owned by each Reporting Person identified in Item
2 of this Schedule 13D are:
Percentage of
Issuer Shares
Outstanding on
Shares August 4, 1997
Fund I . . . . . . . 1,526,232 2.91%
Fund II . . . . . . . 945,851 1.80%
Fund IV . . . . . . . 1,332,509 2.54%
Fund V . . . . . . . 2,571,189 4.90%
Fund V-2 . . . . . . 708,470 1.35%
Fund VI . . . . . . . 735,371 1.40%
First Reserve . . . .7,853,5571 4.98%
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this Statement is true,
complete and correct.
Dated: August 14, 1997
FIRST RESERVE CORPORATION
By: /s/ David H. Kennedy
Name: David H. Kennedy
Title: Managing Director
AMERICAN GAS & OIL INVESTORS,
LIMITED PARTNERSHIP
By: First Reserve Corporation,
as Managing Partner
By: /s/ David H. Kennedy
Name: David H. Kennedy
Title: Managing Director
AMGO II, LIMITED PARTNERSHIP
By: First Reserve Corporation,
as Managing Partner
By: /s/ David H. Kennedy
Name: David H. Kennedy
Title: Managing Director
FIRST RESERVE SECURED ENERGY
ASSETS FUND
By: First Reserve Corporation,
as Managing Partner
By: /s/ David H. Kennedy
Name: David H. Kennedy
Title: Managing Director
<PAGE>
FIRST RESERVE FUND V,
LIMITED PARTNERSHIP
By: First Reserve Corporation,
as Managing Partner
By: /s/ David H. Kennedy
Name: David H. Kennedy
Title: Managing Director
FIRST RESERVE FUND V-2,
LIMITED PARTNERSHIP
By: First Reserve Corporation,
as Managing Partner
By: /s/ David H. Kennedy
Name: David H. Kennedy
Title: Managing Director
FIRST RESERVE FUND VI,
LIMITED PARTNERSHIP
By: First Reserve Corporation,
as Managing Partner
By: /s/ David H. Kennedy
Name: David H. Kennedy
Title: Managing Director
