SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM .........TO ........
COMMISSION FILE NUMBER 1-7867
WEATHERFORD ENTERRA, INC. 401(K)
SAVINGS PLAN
WEATHERFORD ENTERRA, INC.
1360 POST OAK BOULEVARD
SUITE 1000
HOUSTON, TEXAS 77056
<PAGE>
WEATHERFORD ENTERRA, INC. 401(K) SAVINGS PLAN
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
PAGE
----
Report of Independent Public Accountants ............................. F-1
Statements of Net Assets Available for Plan Benefits,
With Fund Information - December 31, 1996 and 1995 ................. F-2
Statement of Changes in Net Assets Available For Plan
Benefits, With Fund Information - For the
Year Ended December 31, 1996 ....................................... F-4
Notes to Financial Statements ........................................ F-5
SUPPLEMENTAL SCHEDULES:
Schedule I - Item 27a - Schedule of Assets Held
for Investment Purposes December 31, 1996 ................... F-10
Schedule II - Item 27d - Schedule of Reportable
Transactions For the Year Ended December 31, 1996 ........... F-11
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Administrative Committee of the
Weatherford Enterra, Inc. 401(k) Savings Plan:
We have audited the accompanying statements of net assets available for plan
benefits of the Weatherford Enterra, Inc. 401(k) Savings Plan (the Plan) as of
December 31, 1996 and 1995, and the related statement of changes in net assets
available for plan benefits for the year ended December 31, 1996. These
financial statements and supplemental schedules referred to below are the
responsibility of the plan administrative committee. Our responsibility is to
express an opinion on these financial statements and supplemental schedules
based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by the
plan administrative committee, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the Plan as
of December 31, 1996 and 1995, and the changes in net assets available for plan
benefits for the year ended December 31, 1996, in conformity with generally
accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules listed in the
accompanying index are presented for the purpose of additional analysis and are
not a required part of the basic financial statements but are supplementary
information required by the Department of Labor Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The Fund Information in the statements of net assets available for plan
benefits and the statement of changes in net assets available for plan benefits
is presented for purposes of additional analysis rather than to present the net
assets available for plan benefits and changes in net assets available for plan
benefits of each fund. The supplemental schedules and Fund Information have been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, are fairly stated, in all material
respects, in relation to the basic financial statements taken as a whole.
ARTHUR ANDERSEN LLP
Houston, Texas
June 30, 1997
F-1
<PAGE>
WEATHERFORD ENTERRA, INC. 401(K) SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
DECEMBER 31, 1996
<TABLE>
<CAPTION>
MERRILL LYNCH
MERRILL LYNCH CORPORATE DAVIS
GLOBAL MERRILL LYNCH BOND FUND MERRILL LYNCH NEW YORK
ALLOCATION EQUITY INDEX INVESTMENT CAPITAL FUND VENTURE FUND,
FUND CLASS A TRUST 1 GRADE CLASS A CLASS A INC.
----------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
ASSETS
Investments, at Market Value:
Common Stock of Weatherford Enterra, Inc. .. $ -- $ -- $ -- $ -- $ --
Merrill Lynch Global Allocation Fund
Class A ................................ 1,808,590 -- -- -- --
Merrill Lynch Equity Index Trust 1 ......... -- 4,108,270 -- -- --
Merrill Lynch Corporate Bond Fund Investment
Grade Class A
-- -- 953,758 -- --
Merrill Lynch Capital Fund Class A ......... -- -- -- 8,035,657 --
Davis New York Venture Fund, Inc. .......... -- -- -- -- 6,430,074
Merrill Lynch Retirement Preservation Trust -- -- -- -- --
Merrill Lynch USA Government Reserve
Fund ................................... -- -- -- -- --
Participant loans .......................... -- -- -- -- --
----------- ----------- ----------- ----------- -----------
Total Investments ...................... 1,808,590 4,108,270 953,758 8,035,657 6,430,074
Contributions Receivable:
Company ................................ 6,182 9,733 4,428 17,507 18,591
Participants ............................... 22,599 32,499 14,186 46,629 59,484
Accrued income receivable .................. -- -- -- -- --
Cash ....................................... -- -- -- -- --
----------- ----------- ----------- ----------- -----------
Total Assets ........................... 1,837,371 4,150,502 972,372 8,099,793 6,508,149
----------- ----------- ----------- ----------- -----------
LIABILITIES
Interfund Transfers (Receivable) Payable ... (32,715) (54,500) (47,219) (102,477) (120,259)
Excess Contributions Payable ............... 804 7,025 -- 6,974 3,013
Total Liabilities ...................... (31,911) (47,475) (47,219) (95,503) (117,246)
----------- ----------- ----------- ----------- -----------
Net assets available for plan benefits . $ 1,869,282 $ 4,197,977 $ 1,019,591 $ 8,195,296 $ 6,625,395
=========== =========== =========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
WEATHERFORD
MERRILL LYNCH. MERRILL LYNCH ENTERRA, INC.
RETIREMENT USA COMMON
PRESERVATION GOVERNMENT STOCK PARTICIPANT CASH
TRUST RESERVE FUND FUND LOANS FUND COMBINED
------------ ------------ -------------- ------------ -------- -----------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Investments, at Market Value:
Common Stock of Weatherford Enterra, Inc. .. $ -- $ -- $ 11,458,390 $ -- $ -- $11,458,390
Merrill Lynch Global Allocation Fund
Class A ................................ -- -- -- -- -- 1,808,590
Merrill Lynch Equity Index Trust 1 ......... -- -- -- -- -- 4,108,270
Merrill Lynch Corporate Bond Fund Investment
Grade Class A
-- -- -- -- -- 953,758
Merrill Lynch Capital Fund Class A ......... -- -- -- -- -- 8,035,657
Davis New York Venture Fund, Inc. .......... -- -- -- -- -- 6,430,074
Merrill Lynch Retirement Preservation Trust 14,556,685 -- -- -- -- 14,556,685
Merrill Lynch USA Government Reserve
Fund ................................... -- 167,342 -- -- -- 167,342
Participant loans .......................... -- -- -- 2,708,688 -- 2,708,688
------------ --------- ------------ ---------- -------- -----------
Total Investments ...................... 14,556,685 167,342 11,458,390 2,708,688 -- 50,227,454
Contributions Receivable:
Company ................................ 51,483 565 14,199 -- -- 122,688
Participants ............................... 98,168 1,598 58,158 -- -- 333,321
Accrued income receivable .................. -- -- -- -- -- --
Cash ....................................... 112 -- -- -- 167,627 167,739
-----------
Total Assets ........................... 14,706,448 169,505 11,530,747 2,708,688 167,627 50,851,202
------------ --------- ------------ ---------- -------- -----------
LIABILITIES
Interfund Transfers (Receivable) Payable
437,848 (2,008) (78,670) -- -- --
Excess Contributions Payable ............... 5,884 -- 3,100 -- -- 26,800
-----------
Total Liabilities ...................... 443,732 (2,008) (75,570) -- -- 26,800
------------ --------- ------------ ---------- -------- -----------
Net assets available for plan benefits . $ 14,262,716 $ 171,513 $ 11,606,317 $2,708,688 $167,627 $50,824,402
============ ========= ============ ========== ======== ===========
</TABLE>
The accompanying notes are an integral part of this financial statement.
F-2
<PAGE>
WEATHERFORD ENTERRA, INC. 401(K) SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
DECEMBER 31, 1995
<TABLE>
<CAPTION>
MERRILL LYNCH
MERRILL LYNCH CORPORATE DAVIS
GLOBAL MERRILL LYNCH BOND FUND MERRILL LYNCH NEW YORK
ALLOCATION EQUITY INDEX INVESTMENT CAPITAL FUND VENTURE FUND,
FUND CLASS A TRUST 1 GRADE CLASS A CLASS A INC.
------------ ------------- ------------- ------------- ------------
<S> <C> <C> <C> <C> <C>
ASSETS
Investments, at Market Value:
Common Stock of Weatherford Enterra, Inc. .. $ -- $ -- $ -- $ -- $ --
Merrill Lynch Global Allocation Fund
Class A ................................ 1,396,624 -- -- -- --
Merrill Lynch Equity Index Trust 1 ......... -- 2,897,864 -- -- --
Merrill Lynch Corporate Bond Fund Investment
Grade Class A
-- -- 603,532 -- --
Merrill Lynch Capital Fund Class A ......... -- -- -- 6,330,429 --
Davis New York Venture Fund, Inc. .......... -- -- -- -- 1,921,455
Merrill Lynch Retirement Preservation Trust -- -- -- -- --
Merrill Lynch USA Government Reserve
Fund ................................... -- -- -- -- --
Participant loans .......................... -- -- -- -- --
---------- ---------- -------- ---------- ----------
Total Investments ...................... 1,396,624 2,897,864 603,532 6,330,429 1,921,455
Contributions Receivable:
Company ................................ 2,885 5,200 1,300 8,772 3,492
Participants ............................... 13,153 23,925 7,081 39,295 15,798
Accrued income receivable .................. -- -- -- -- --
Cash ....................................... -- -- -- -- --
---------- ---------- -------- ---------- ----------
Total Assets ........................... 1,412,662 2,926,989 611,913 6,378,496 1,940,745
---------- ---------- -------- ---------- ----------
LIABILITIES
Interfund Transfers (Receivable) Payable ... -- -- -- -- --
Excess Contributions Payable ............... -- -- -- -- --
Total Liabilities ...................... -- -- -- -- --
Net assets available for plan benefits . $1,412,662 $2,926,989 $611,913 $6,378,496 $1,940,745
========== ========== ======== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
WEATHERFORD
MERRILL LYNCH MERRILL LYNCH ENTERRA, INC.
RETIREMENT USA COMMON
PRESERVATION GOVERNMENT STOCK PARTICIPANT CASH
TRUST RESERVE FUND FUND LOANS FUND COMBINED
------------ ------------- ------------- ----------- -------- -----------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Investments, at Market Value:
Common Stock of Weatherford Enterra, Inc. .. $ -- $ -- $4,635,679 $ -- $ -- $ 4,635,679
Merrill Lynch Global Allocation Fund
Class A ................................ -- -- -- -- -- 1,396,624
Merrill Lynch Equity Index Trust 1 ......... -- -- -- -- -- 2,897,864
Merrill Lynch Corporate Bond Fund Investment
Grade Class A
-- -- -- -- -- 603,532
Merrill Lynch Capital Fund Class A ......... -- -- -- -- -- 6,330,429
Davis New York Venture Fund, Inc. .......... -- -- -- -- -- 1,921,455
Merrill Lynch Retirement Preservation Trust 9,773,602 -- -- -- -- 9,773,602
Merrill Lynch USA Government Reserve
Fund ................................... -- 147,223 -- -- -- 147,223
Participant loans .......................... -- -- -- 1,510,142 -- 1,510,142
---------- -------- ---------- ---------- -------- -----------
Total Investments ...................... 9,773,602 147,223 4,635,679 1,510,142 -- 29,216,550
Contributions Receivable:
Company ................................ 20,735 268 719,723 -- -- 762,375
Participants ............................... 89,269 1,216 39,392 -- -- 229,129
Accrued income receivable .................. -- -- -- -- 129 129
Cash ....................................... -- -- -- -- 6,817 6,817
---------- -------- ---------- ---------- -------- -----------
Total Assets ........................... 9,883,606 148,707 5,394,794 1,510,142 6,946 30,215,000
---------- -------- ---------- ---------- -------- -----------
LIABILITIES
Interfund Transfers (Receivable) Payable ...
---------- -------- ---------- ---------- -------- -----------
Excess Contributions Payable ............... -- -- -- -- -- --
-----------
Total Liabilities ...................... -- -- -- -- -- --
-----------
Net assets available for plan benefits . $9,883,606 $148,707 $5,394,794 $1,510,142 $ 6,946 $30,215,000
========== ======== ========== ========== ======== ===========
</TABLE>
The accompanying notes are an integral part of this financial statement.
F-3
<PAGE>
WEATHERFORD ENTERRA, INC. 401(K) SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS,
WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>
MERRILL LYNCH
MERRILL LYNCH CORPORATE DAVIS MERRILL LYNCH
GLOBAL MERRILL LYNCH BOND FUND MERRILL LYNCH NEW YORK RETIREMENT
ALLOCATION EQUITY INDEX INVESTMENT CAPITAL FUND VENTURE FUND, PRESERVATION
FUND CLASS A TRUST 1 GRADE CLASS A CLASS A INC. TRUST
------------ ------------- ------------- ------------- ------------ -------
<S> <C> <C> <C> <C> <C> <C>
Contributions:
Company ........................ $ 53,858 $ 96,971 $ 30,911 $ 156,472 $ 117,606 $ 394,707
Participants ................... 232,124 417,634 153,970 601,860 473,983 1,304,298
Investment income .................. 182,793 10,796 51,884 743,837 320,866 709,159
Withdrawals by participants ........ (122,791) (73,173) (58,341) (321,437) (101,534) (771,594)
Net appreciation (depreciation)
in market value of investments.. 71,055 698,801 (30,216) 129,442 930,279 --
Transfer of assets from Enterra Plan 12,623 64,110 242,575 938,812 2,533,234 3,756,348
Interfund transfers ................ 27,762 62,874 15,793 (425,212) 413,229 (942,900)
Other .............................. (804) (7,025) 1,102 (6,974) (3,013) (70,908)
----------- ----------- ----------- ----------- ----------- ------------
Increase in net assets available
for plan benefits .............. 456,620 1,270,988 407,678 1,816,800 4,684,650 4,379,110
Net assets available for plan
benefits at beginning of year .. 1,412,662 2,926,989 611,913 6,378,496 1,940,745 9,883,606
----------- ----------- ----------- ----------- ----------- ------------
Net assets available for plan
benefits at end of year ........ $ 1,869,282 $ 4,197,977 $ 1,019,591 $ 8,195,296 $ 6,625,395 $ 14,262,716
=========== =========== =========== =========== =========== ============
</TABLE>
<TABLE>
<CAPTION>
WEATHERFORD
MERRILL LYNCH ENTERRA, INC.
USA COMMON
GOVERNMENT STOCK PARTICIPANT CASH
RESERVE FUND FUND LOANS FUND COMBINED
------------ ------------- ------------ ------ ------------
<S> <C> <C> <C> <C> <C>
Contributions:
Company ........................ $ 5,477 $ 145,291 $ -- $ -- $ 1,001,293
Participants ................... 31,056 634,327 -- -- 3,849,252
Investment income .................. 6,932 19,730 -- -- 2,045,997
Withdrawals by participants ........ (10,529) (321,943) (66,143) (904) (1,848,389)
Net appreciation (depreciation)
in market value of investments.. -- 1,178,754 -- -- 2,978,115
Transfer of assets from Enterra Plan -- 4,482,432 643,284 -- 12,673,418
Interfund transfers ................ (10,130) 75,594 621,405 161,585 --
Other .............................. -- (2,662) -- -- (90,284)
--------- ------------ ----------- --------- ------------
Increase in net assets available
for plan benefits .............. 22,806 6,211,523 1,198,546 160,681 20,609,402
Net assets available for plan
benefits at beginning of year .. 148,707 5,394,794 1,510,142 6,946 30,215,000
--------- ------------ ----------- --------- ------------
Net assets available for plan
benefits at end of year ........ $ 171,513 $ 11,606,317 $ 2,708,688 $ 167,627 $ 50,824,402
========= ============ =========== ========= ============
</TABLE>
The accompanying notes are an integral part of this financial statement.
F-4
<PAGE>
WEATHERFORD ENTERRA, INC. 401(K) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -
BASIS OF ACCOUNTING -
The accompanying financial statements of the Weatherford Enterra, Inc.
401(k) Savings Plan (the "Plan") have been prepared on the accrual basis of
accounting.
USE OF ESTIMATES -
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
ASSET VALUATION -
The Plan's investments in Weatherford Enterra, Inc. (the "Company")
common stock (the "Common Stock"), mutual funds, collective trusts and money
market funds are reported in the accompanying Statements of Net Assets Available
for Plan Benefits at their reported market value at the date of such statement.
Differences between the market value and the value of the assets at the
beginning of the plan year or at the time of purchase, if acquired during the
year, are reported as unrealized appreciation (depreciation) of investments.
Realized gains or losses on the sale of investments and withdrawals of
investments are based on the value of the assets as of the beginning of the year
or the time of purchase during the year, if later. Unrealized appreciation
(depreciation) of investments and realized gains or losses are recorded in the
accompanying Statement of Changes in Net Assets Available for Plan Benefits as
net appreciation (depreciation) in market value of investments. The Merrill
Lynch Retirement Preservation Trust Fund is a common/collective trust fund
investing primarily in guaranteed investment contracts and U.S. Government
securities. The guaranteed investment contracts are fully benefit responsive and
are recorded at contract value, which approximates fair value. Contract value is
determined based on contributions made under the contract plus interest earned
at the contract's rate less funds used to pay investment fees and withdrawals.
Withdrawals of assets from the Plan are reported in the Statement of Changes in
Net Assets Available for Plan Benefits at market value.
EXPENSES -
All expenses related to the administration of the Plan may be paid by
the Company if it chooses to do so and, if not so paid, will be paid by the
trustee of the Plan, using Plan assets. The Merrill Lynch Trust Companies
("Trustee") serves as Trustee. The Trustee receives compensation for its
services in amounts agreed upon between the Company and the Trustee. For the
year ended December 31, 1996, the majority of the administrative expenses and
compensation to the Trustee for services were paid by the Company.
(2) PROVISIONS OF THE PLAN -
GENERAL -
The Plan is maintained for the exclusive benefit of the participants in
the Plan and is intended to aid the participants in providing for their
retirement. Listed below are the options available for selection by participants
as of December 31, 1996 and 1995:
MERRILL LYNCH GLOBAL ALLOCATION FUND CLASS A - a mutual fund that
invests in equity, debt and money market securities.
F-5
<PAGE>
MERRILL LYNCH EQUITY INDEX TRUST 1 - a collective trust that invests
primarily in a portfolio of equity securities.
MERRILL LYNCH CORPORATE BOND FUND INVESTMENT GRADE CLASS A - a mutual
fund that invests primarily in taxable fixed income securities.
MERRILL LYNCH CAPITAL FUND CLASS A - a mutual fund that invests
primarily in equity securities, corporate bonds and/or money market securities.
DAVIS NEW YORK VENTURE FUND, INC. - a mutual fund that invests primarily
in common stocks and/or convertible securities.
MERRILL LYNCH RETIREMENT PRESERVATION TRUST - a collective trust that
invests primarily in Government investment contracts, obligations of United
States governmental securities and money market securities.
MERRILL LYNCH USA GOVERNMENT RESERVE FUND - a money market mutual fund
that invests in United States treasury bills and notes.
WEATHERFORD ENTERRA, INC. COMMON STOCK FUND - a fund that invests in the
Company's Common Stock.
Effective October 17, 1996, the Enterra Corporation 401(k) Plan (the
"Enterra Plan") was merged into the Plan. As a result of the merger, the net
assets of the Enterra Plan totaling $12,673,418 were transferred to the Plan.
ADMINISTRATION -
The Plan is administered by the plan administrative committee (the
"Committee") consisting of one or more persons appointed from time to time by
the Board of Directors of the Company.
ELIGIBILITY -
All employees are immediately eligible for participation in the Plan,
except for employees who are subject to collective bargaining agreements,
employees who are nonresident aliens and who receive no U.S. source income from
the Company and employees who are members of other retirement plans sponsored by
the Company or one of its subsidiaries outside the United States.
PARTICIPANT CONTRIBUTIONS -
An eligible employee may elect to contribute, by payroll deductions, 1%
to 16% of his base earnings to the Plan on a pre-tax basis subject to certain
limitations. An employee may also elect to contribute up to 16% of base
after-tax earnings subject to certain limitations. The combination of these
contributions, however, cannot exceed 16% of base earnings. In addition,
participants made rollover contributions totaling $297,338 in 1996, primarily
relating to participants whose former employers' businesses were acquired by the
Company.
COMPANY CONTRIBUTIONS -
Effective July 1, 1996, the Company contributes an amount equal to 50%
of the first 6% of each participant's pre-tax contributions after such
participant has completed one year of active service. Prior to July 1, 1996, the
Company matching contribution was 33 1/3%.
F-6
<PAGE>
Pre-tax contributions up to 6% of a participant's compensation,
excluding any amount that a participant has contributed to the Company's
Employee Stock Purchase Plan, are eligible for Company matching contributions.
In addition, the Company, solely at the discretion of the Board of Directors,
may make discretionary contributions to the Plan. The Company declared a
discretionary contribution to the Plan totaling $891,844 for 1996. The Company
utilized $881,000 of available forfeitures to reduce the discretionary
contribution made to the Plan in April 1997. Thus, included in the Company
Contributions Receivable in the Statement of Net Assets Available for Plan
Benefits as of December 31, 1996 is the net contribution of $10,844 along with a
yearend Company matching contribution receivable of $111,844.
Participants may allocate their contribution to the various available
investment funds at their discretion. The Company matching contribution may, at
the option of the Company, be made in cash or Company stock. If the match is
made in cash, it is allocated to the various investment funds that the
participant has elected on a pro rata basis to the participant contributions.
The participants in the Plan are allowed to change their allocation and/or
transfer all or part of their accumulated balance in a particular fund to
another fund at any time. Any earnings on a fund's investments are reinvested in
the same fund. Earnings and/or losses are allocated to the participant's
accounts based on the number of units/shares held by the participant at the time
the earnings and/or losses were achieved.
VESTING AND FORFEITURE -
Each participant is 100% vested in his participant contribution and
related income. Effective July 1, 1996, a participant's vested interest in the
Company contributions and related income is determined by his years of vesting
service in accordance with the following schedule:
YEARS OF
VESTING SERVICE VESTED INTEREST
--------------- ---------------
Less than 1 year 0%
1 year but less than 2 years 20%
2 years but less than 3 years 40%
3 years but less than 4 years 60%
4 years but less than 5 years 80%
5 years or more 100%
Prior to July 1, 1996, a participant's vested interest in the Company
contributions and related income was determined by his years of vesting service
in accordance with the following schedule:
YEARS OF
VESTING SERVICE VESTED INTEREST
--------------- ---------------
Less than 2 years 0%
2 years but less than 3 years 25%
3 years but less than 4 years 50%
4 years but less than 5 years 75%
5 years or more 100%
Nonvested amounts are forfeited upon termination of employment by
participants. The forfeited amounts are used to reduce future Company
contributions. Unutilized forfeitures were $- and $32,502 at December 31, 1996
and 1995, respectively.
F-7
<PAGE>
The Plan provides that any nonvested interests in participants' accounts
shall become fully vested upon the occurrence of a "change of control" of the
Company that is not approved, recommended or supported by the Company's Board of
Directors. A change of control is defined for purposes of the Plan as either a
third person becoming the beneficial owner of 20% or more of the voting
securities of the Company or a situation where, as a result of, or in connection
with, a cash tender or exchange offer, merger or other business combination,
sale of assets or contested election of directors, or any combination of such
transactions, where the persons who were directors of the Company before the
transaction cease to constitute a majority of the Board of Directors.
WITHDRAWALS AND TERMINATION OF EMPLOYMENT -
A participant may withdraw the value of his after-tax contributions to
the Plan at any time and for any reason during the year, with a minimum
withdrawal of $500. The participant's pre-tax contributions and the vested
account balances from the Company contributions will be available to the
participant upon termination of employment or severe and immediate financial
hardship. Beginning July 1, 1996, a participant who has attained age 59 1/2 may
withdraw the value of his pre-tax contributions.
In the event of normal retirement, total and permanent disability or
death while actively employed, the full value of the participant's account
balance, including nonvested interests in such accounts, will be distributed to
the participant or his beneficiaries. In the event of severe and immediate
financial hardship, the entire value or a portion of the value of the
participant's account balance may be distributed to the participant, with a
minimum withdrawal of $500.
Distributions from the Weatherford Enterra, Inc. Common Stock Fund may
be in the Company's Common Stock or cash, as elected by the participant. Plan
assets allocated to accounts of participants who have withdrawn from
participation in the earnings and operations of the Plan were not material at
December 31, 1996 and 1995.
LOANS TO PARTICIPANTS -
Upon application by any participant of the Plan who has been a
participant for at least two years, and subject to such rules as the Committee
may establish, the Committee may in its discretion direct the Trustee to make a
loan to such participant, not to exceed 50% of the participant's vested balance,
but never more than $50,000.
Any loan made pursuant to the Plan will bear interest, to be determined
quarterly by the Committee, which was prime plus 1% during 1996 and 1995. The
rate on loans made to participants averaged 8.9% and 9.8% for 1996 and 1995,
respectively.
The Trustee funds a participant's loan by liquidating, on a pro rata
basis, the investments of the portions of the assets of the account or accounts
from which the participant's loan is to be made. The loan is secured by a pledge
of such participant's vested balance. As a condition to authorizing any loan,
the Committee requires the participant to authorize the Company to make payroll
deductions payable to the Trustee in repayment of such participant's loan plus
interest. Any such loan requires level amortization with payments not less
frequently than quarterly and must be repaid within five years unless the loan
is to be used to acquire the principal residence of the participant, in which
case the loan must be repaid within ten years.
THE TRUSTEE AND PURCHASES OF INVESTMENTS -
The Trustee maintains custody of the Plan's assets and uses participant
and Company contributions to make investments in accordance with the Plan
agreement. The Common Stock may be purchased on the open market or from the
Company by the Trustee at a price equal to the closing price of the Common Stock
on the national securities exchange on which the Common Stock is then listed.
The market value per share of Common Stock was $30.00 and $29.00 on December 31,
1996 and 1995, respectively. On June 27, 1997, the market value per share of
Common Stock was $37.9375.
F-8
<PAGE>
AMENDMENT, SUSPENSION AND TERMINATION -
Although the Company has not expressed an intent to do so, it has the
right to suspend or terminate any or all provisions of the Plan at any time,
except that no such action shall be taken which will, in the Committee's
judgment, retroactively affect the rights of participants adversely.
(3) FEDERAL INCOME TAX STATUS -
The Plan obtained its latest determination letter on November 20, 1996,
in which the Internal Revenue Service stated that the Plan, as then designed,
was in compliance with the applicable requirements of the Internal Revenue Code.
The Plan has been amended since receiving the determination letter. However, the
Committee believes that the Plan is currently designed and being operated in
compliance with the applicable requirements of the Internal Revenue Code.
Therefore, they believe that the Plan was qualified and the related trust was
tax exempt as of the financial statement dates.
F-9
<PAGE>
SCHEDULE I
WEATHERFORD ENTERRA, INC. 401(K) SAVINGS PLAN
ITEM 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1996
<TABLE>
<CAPTION>
NUMBER
OF UNITS/ HISTORICAL CURRENT
IDENTITY OF ISSUE DESCRIPTION OF INVESTMENT SHARES COST VALUE
---------- ----------- ----------
<S> <C> <C> <C>
The Merrill Lynch Trust Companies * Merrill Lynch Global Allocation Fund
Class A 124,302 $ 1,669,842 $ 1,808,590
The Merrill Lynch Trust Companies * Merrill Lynch Corporate Bond Fund
Investment Grade Class A 84,255 936,818 953,758
The Merrill Lynch Trust Companies * Merrill Lynch Capital Fund Class A 258,797 7,378,988 8,035,657
Davis Venture Group Davis New York Venture Fund, Inc. 367,433 5,288,494 6,430,074
---------- ----------- ----------
TOTAL MUTUAL FUNDS 834,787 15,274,142 17,228,079
---------- ----------- ----------
The Merrill Lynch Trust Companies * Merrill Lynch Retirement Preservation
Trust 14,556,685 14,556,685 14,556,685
The Merrill Lynch Trust Companies * Merrill Lynch Equity Index Trust 1 83,568 2,813,432 4,108,270
---------- ----------- ----------
TOTAL COLLECTIVE TRUST FUNDS 14,640,252 17,370,117 18,664,955
---------- ----------- ----------
The Merrill Lynch Trust Companies * Merrill Lynch USA Government
Reserve Fund 167,342 167,342 167,342
Weatherford Enterra, Inc. * Common Stock of Weatherford
Enterra, Inc. 381,946 8,599,144 11,458,390
---------- ----------- ----------
The Plan * Participant Loans-interest rates ranging
from 6% to 10.5% per annum 2,708,688 2,708,688 2,708,688
---------- ----------- ----------
TOTAL ASSETS HELD FOR INVESTMENT
PURPOSES $44,119,433 $50,227,454
=========== ===========
</TABLE>
* Party-in-interest
F-10
<PAGE>
SCHEDULE II
WEATHERFORD ENTERRA, INC., INC. 401(K) SAVINGS PLAN
ITEM 27D - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
Series of transactions during the year in excess of 5 percent of current value
of plan assets as of January 1, 1996 are as follows:
<TABLE>
<CAPTION>
PURCHASE TRANSACTIONS SALES TRANSACTIONS
TOTAL TOTAL HISTORICAL
IDENTITY OF PARTY NUMBER OF PURCHASE NUMBER OF SELLING COST OF NET
INVOLVED DESCRIPTION OF ASSET TRANSACTIONS PRICE (1) TRANSACTIONS PRICE (1) ASSETS SOLD GAIN (LOSS)
---------- ---------------------- ------------ --------- ------------ ---------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
Weatherford Enterra, Common Stock of Weatherford
Inc.* Enterra, Inc. 326 $3,483,197 259 $2,273,744 $1,734,996 $ 538,748
The Merrill Lynch Trust Merrill Lynch Retirement
Companies* Preservation Trust 586 3,965,463 427 2,938,728 2,938,728 --
The Merrill Lynch Trust Merrill Lynch Equity Index
Companies* Trust 1 260 1,038,131 197 590,636 497,887 92,749
The Merrill Lynch Trust Merrill Lynch Capital Fund
Companies* Class A 313 1,799,603 347 1,136,240 1,064,157 72,083
Davis Venture Group Davis New York Venture Fund 268 1,638,742 229 593,636 534,534 59,102
</TABLE>
* Party-in-interest transactions.
(1) Current value at transaction date.
F-11
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Plan Administrative Committee has duly caused this annual report to
be signed on its behalf by the undersigned hereunto duly authorized.
WEATHERFORD ENTERRA, INC. 401(k) SAVINGS PLAN
June 30, 1997 By /s/ NORMAN W. NOLEN
Norman W. Nolen
Senior Vice President, Chief Financial
Officer and Treasurer of Weatherford Enterra, Inc.
Member of the Plan Administrative Committee
F-12
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference of our report dated June 30, 1997 on the financial statements and
supplemental schedules of the Weatherford Enterra, Inc. 401(k) Savings Plan as
of December 31, 1996 and 1995 and for the year ended December 31, 1996, included
in this Form 11-K, into the previously filed Weatherford Enterra, Inc. Form S-8
Registration Statements (File No. 33-54842 and 2-88509).
ARTHUR ANDERSEN LLP
Houston, Texas
June 30, 1997
