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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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, 1997
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
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WEATHERFORD ENTERRA, INC.
EMPLOYEE STOCK PURCHASE PLAN
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Weatherford Enterra, Inc.
1360 Post Oak Boulevard
Suite 1000
Houston, TX 77056
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Weatherford Enterra, Inc.:
We have audited the accompanying statements of net assets of the
Weatherford Enterra, Inc. Employee Stock Purchase Plan as of December 31, 1997
and 1996, and the related statements of changes in net assets for each of the
three years in the period ended December 31, 1997. These financial statements
are the responsibility of the plan administrative committee. Our responsibility
is to express an opinion on these financial statements 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 of the Weatherford Enterra, Inc.
Employee Stock Purchase Plan as of December 31, 1997 and 1996, and the changes
in net assets for each of the three years in the period ended December 31, 1997,
in conformity with generally accepted accounting principles.
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Houston, Texas
March 27, 1998
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WEATHERFORD ENTERRA, INC.
EMPLOYEE STOCK PURCHASE PLAN
STATEMENTS OF NET ASSETS
DECEMBER 31, 1997 AND 1996
1997 1996
---- ----
ASSETS
Common Stock of Weatherford Enterra, Inc.,
at quoted market value - 21,478 shares
at $43.75 per share (cost $684,295)
and 17,782 shares at $30.00 per share
(cost $420,636), respectively......................$ 939,663 $ 533,460
--------- ---------
Contributions receivable -
Company............................................ 15,565 11,781
Participants....................................... 31,226 23,568
--------- ---------
46,791 35,349
--------- ---------
Cash and cash equivalents............................. 2,732 2,039
--------- ---------
Total Assets..................................... 989,186 570,848
--------- ---------
LIABILITIES
Other................................................. -- --
--------- ---------
Net Assets.......................................$ 989,186 $ 570,848
========= =========
The accompanying notes are an integral part of these financial statements.
F-3
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WEATHERFORD ENTERRA, INC.
EMPLOYEE STOCK PURCHASE PLAN
STATEMENTS OF CHANGES IN NET ASSETS
FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 1997
1997 1996 1995
---- ---- ----
Realized net gain on the sale or distribution
of Weatherford Enterra, Inc. Common Stock..$ 51,932 $ 90,037 $19,822
Changes in unrealized appreciation
(depreciation) of
Weatherford Enterra, Inc. Common Stock..... 142,544 (42,225) 121,703
Contributions:
Company.................................... 162,379 88,386 47,702
Participants............................... 325,095 205,159 143,262
Interest income............................... 234 152 159
Withdrawals by participants:
Common Stock, at market value..............(263,437) (243,636) (148,063)
Cash....................................... (409) (249) (56)
-------- -------- -------
Increase in net assets........................ 418,338 97,624 184,529
Net Assets, at beginning of year.............. 570,848 473,224 288,695
-------- -------- -------
Net Assets, at end of year....................$989,186 $570,848 $473,224
======== ======== ========
The accompanying notes are in integral part of these financial statements.
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WEATHERFORD ENTERRA, INC.
EMPLOYEE STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -
BASIS OF ACCOUNTING. The accompanying financial statements of the
Weatherford Enterra, Inc. Employee Stock Purchase Plan (the "Plan") have been
prepared on the accrual basis of accounting. The Plan's investment in the common
stock (the "Common Stock") of Weatherford Enterra, Inc. (the "Company") is
reported at quoted market value.
PARTICIPANT ACCOUNTS. Chase Bank of Texas, N.A. (formerly Texas Commerce
Bank N.A.), Trustee for the Plan (the "Trustee"), maintains a separate account
for each participating employee. The Trustee allocates to each account the
number of shares of the Common Stock purchased with contributions credited to
such account. The Plan included 230 and 180 active participants as of December
31, 1997 and 1996, respectively.
COMMON STOCK VALUATION. The Common Stock is reflected in the accompanying
financial statements at quoted market value, as listed on the New York Stock
Exchange (NYSE). The changes in the difference between the quoted market value
and the cost of shares not withdrawn are reported as changes in unrealized
appreciation (depreciation) in the Statements of Changes in Net Assets (see Note
4). Realized net gains on the sale or distribution of Common Stock are reported
based on actual cost (see Note 3).
EXPENSES. The expenses of the Plan, except transfer taxes and other
expenses paid by participating employees on withdrawals, are paid by the
Company. With respect to purchases of Common Stock on the open market, if any,
brokerage fees are paid by the Company.
(2) PROVISIONS OF THE PLAN -
GENERAL. The Plan was established for the purpose of affording
eligible employees of the Company and its subsidiaries an opportunity to
regularly and systematically invest in the Company's Common Stock.
ADMINISTRATION. The Plan is administered by a committee (the
"Administrative Committee") of not less than three persons appointed from
time to time by the Board of Directors of the Company.
ELIGIBILITY. Subject to certain restrictions imposed by foreign countries
in which the Company maintains offices, every full-time non-U.S. employee and
every full-time U.S. employee not eligible for the Company's 401(k) Savings Plan
are eligible to participate in the Plan on the first day of active service with
a Weatherford Enterra entity. Prior to July 1, 1996, these employees became
eligible to participate after completing one year of active continuous service.
PARTICIPANT CONTRIBUTIONS. An eligible employee may contribute by payroll
deductions two to six percent of base salary, but in no event less than $20 per
month or more than a maximum dollar amount determined from time to time, in
advance, by the Administrative Committee.
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COMPANY CONTRIBUTIONS. Through June 30, 1996, the Company contributed an
amount equal to 33 1/3 percent of each participant's contribution. Effective
July 1, 1996, this percentage was changed to 50%. Participants vest immediately
in both their contributions to the Plan and all Company contributions made on
their behalf.
THE TRUSTEE AND PURCHASES OF COMMON STOCK. The Trustee maintains custody
of the Plan's assets and uses the participant's payroll deductions, the
Company's contributions and cash dividends received to purchase Common Stock.
The Company has not declared or paid any dividends on its Common Stock since
December 1982. 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 NYSE.
WITHDRAWALS AND TERMINATION OF EMPLOYMENT. Participating employees may
withdraw part or all of the whole shares of Common Stock in their account as of
March 31 of any calendar year after giving written notice prior to March 1. Cash
in lieu of fractional shares and any other credits will also be paid to the
withdrawing employee. On termination of employment, a distribution will be made
to the employee, or, in the case of death, to the persons entitled thereto, of
all shares of Common Stock and cash adjustments as described above.
FEDERAL INCOME TAX CONSEQUENCES. The Plan is not qualified under Section
401(a) of the Internal Revenue Code of 1986, as amended. Subject to differing
tax consequences imposed by foreign countries in which the Company maintains
offices, amounts contributed by an employee to the Plan through payroll
deductions and amounts contributed by the Company are treated as part of the
employee's salary or wages, which are subject to withholding taxes and are
taxed, with the rest of the employee's compensation, as ordinary income. The
Plan is not subject to the provisions of the Employee Retirement Income Security
Act of 1974.
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 Administrative Committee's judgment, retroactively
adversely affect the rights of participants.
(3) REALIZED NET GAINS -
The following table sets forth the realized net gain calculated on the
sale or distribution of Weatherford Enterra, Inc. Common Stock:
<TABLE>
<CAPTION>
1997 1996 1995
-------- -------- --------
<S> <C> <C> <C>
Sale or distribution of Common Stock at market ... $263,785 $243,885 $148,119
Less: Sale or distribution of Common Stock at cost 211,853 153,848 128,297
-------- -------- --------
Realized net gain ................................ $ 51,932 $ 90,037 $ 19,822
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</TABLE>
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(4) CHANGES IN UNREALIZED APPRECIATION (DEPRECIATION) -
The changes in unrealized appreciation (depreciation) of Common Stock are
as follows:
<TABLE>
<CAPTION>
1997 1996 1995
-------- --------- --------
<S> <C> <C> <C>
Unrealized appreciation at end of year ........... $255,368 $ 112,824 $155,049
Less: Unrealized appreciation at beginning of year 112,824 155,049 33,346
-------- --------- --------
Changes in unrealized appreciation (depreciation). $142,544 $ (42,225) $121,703
======== ========= ========
</TABLE>
(5) SUBSEQUENT EVENTS (UNAUDITED) -
Effective January 1, 1998, commensurate with the introduction of a
separate retirement savings plan, employees of the Company's Canadian services
and manufacturing operations are no longer eligible to participate in the Plan.
Such employees accounted for approximately 22% of participant contributions to
the Plan in 1997.
On March 4, 1998, the Company entered into an Agreement and Plan of Merger
(the "Merger Agreement") providing for the merger of the Company into EVI, Inc.
("EVI"). Pursuant to the terms of the Merger Agreement, Weatherford stockholders
will receive 0.95 of a share of EVI common stock for each share of Weatherford
Common Stock. The transaction, which is expected to be accounted for as a
pooling of interests and to result in no immediate federal income tax
recognition for the Company's stockholders, is subject to the approval of the
stockholders of each of EVI and Weatherford as well as customary regulatory
approvals and other conditions to closing. The transaction is currently expected
to close in late spring or early summer of 1998. There can be no assurance that
this merger will be consummated.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
WEATHERFORD ENTERRA, INC. EMPLOYEE STOCK PURCHASE PLAN
March 31, 1998 /s/ THOMAS R. BATES, JR.
- --------------------------------- ---------------------------------------------
Thomas R. Bates, Jr.
Date President and Chief Executive Officer
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