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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (Date of earliest event reported): APRIL 17, 1998
Weatherford Enterra, Inc.
(Exact name of registrant as specified in charter)
DELAWARE 1-7867 74-1681642
(State of Incorporation) (Commission File No.) (I.R.S. Employer
Identification No.)
1360 POST OAK BOULEVARD, SUITE 1000,
HOUSTON, TEXAS 77056-3098
(Address of Principal Executive Offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (713) 439-9400
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ITEM 5. OTHER EVENTS.
AMENDMENTS TO MERGER AGREEMENT
On April 17, 1998, EVI, Inc., a Delaware corporation ("EVI"), and
Weatherford Enterra, Inc., a Delaware corporation ("Weatherford"), entered into
Amendment No. 1 ("Amendment No. 1") to the Agreement and Plan of Merger (the
"Merger Agreement") dated as of March 4, 1998. Amendment No. 1 was affected to
reflect a change in the proposed officers of the surviving corporation following
the proposed merger of Weatherford with and into EVI (the "Merger"). Under the
Merger Agreement, as amended, Bernard J. Duroc-Danner, President and Chief
Executive Officer of EVI, will serve as Chairman of the Board, Chief Executive
Officer and President of the surviving corporation. EVI has determined that
there will not be a need for a separate chief operating officer of the surviving
corporation. As a result, Thomas R. Bates, Jr., President and Chief Executive
Officer of Weatherford, is not expected to continue as an officer or director of
the surviving corporation.
On April 22, 1998, EVI and Weatherford entered into Amendment No. 2
("Amendment No. 2") to the Merger Agreement, as amended by Amendment No. 1.
Amendment No. 2 was affected to reflect a change in the number of directors of
the surviving corporation following the Merger. Under the Merger Agreement, as
amended, the number of directors of the surviving corporation will be eight, of
which five will be named by EVI and three will be named by Weatherford.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
2.1 - Agreement and Plan of Merger by and between EVI, Inc., a
Delaware corporation ("EVI"), and Weatherford Enterra,
Inc., a Delaware corporation ("Weatherford"), dated as of
March 4, 1998 (the "Merger Agreement") (incorporated by
reference to Exhibit No. 2.1 to Form 8-K, File 1-07867,
Filed March 9, 1998).
2.2 - Amendment No. 1 to the Merger Agreement between EVI and
Weatherford dated as of April 17, 1998.
2.3 - Amendment No. 2 to the Merger Agreement, as amended,
between EVI and Weatherford dated as of April 22, 1998.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
WEATHERFORD ENTERRA, INC.
Dated: April 28, 1998 /s/ H. Suzanne Thomas
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H. Suzanne Thomas
Senior Vice President, Secretary
and General Counsel
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INDEX TO EXHIBITS
Number Exhibit
2.1 Agreement and Plan of Merger by and between EVI, Inc., a Delaware
corporation, and Weatherford Enterra, Inc., a Delaware
corporation, dated as of March 4, 1998 (incorporated by reference
to Exhibit No. 2.1 to Form 8-K, File 1-07867, Filed March 9,
1998).
2.2 Amendment No. 1 to the Merger Agreement between EVI and
Weatherford dated as of April 17, 1998.
2.3 Amendment No. 2 to the Merger Agreement, as amended, between EVI
and Weatherford dated as of April 22, 1998.
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EXHIBIT 2.2
AMENDMENT NO. 1
TO THE
AGREEMENT AND PLAN OF MERGER
This AMENDMENT NO. 1 dated as of April 17, 1998 (this "Amendment"), to
the Agreement and Plan of Merger dated as of March 4, 1998 (the "Agreement"), is
entered into by and between EVI, Inc., a Delaware corporation ("EVI"), and
Weatherford Enterra, Inc., a Delaware corporation (the "Company").
W I T N E S S E T H:
WHEREAS, EVI and the Company have entered into the Agreement, pursuant
to which the Company will merge with and into EVI (the "Merger"), upon the terms
and subject to the conditions of the Agreement, and each issued and outstanding
share of the Company's common stock, $0.10 par value, not owned by the Company,
EVI or any wholly owned subsidiary of the Company or EVI will be converted into
.95 of a share of EVI's common stock, $1.00 par value;
WHEREAS, EVI and the Company wish to amend the Agreement as set forth
in this Amendment; and
WHEREAS, capitalized terms used herein but otherwise not defined herein
shall have the meanings given to such terms in the Agreement;
NOW, THEREFORE, in consideration of the premises, the representations,
warranties and agreements herein contained and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:
1. Subsection (b) of Section 1.5 of the Agreement is hereby amended
in its entirety to read as follows:
"(b) The directors to be named by the Company have been
identified in writing to EVI. If, prior to the Effective Time of the
Merger, any of the Company's designees to the Board of Directors of the
Surviving Corporation as so selected shall decline or be unable to
serve as a director of the Surviving Corporation, the Company's other
designees shall designate another person to serve in such person's
stead, subject to the approval of a majority of EVI's Board of
Directors at that time, which approval shall not be unreasonably
withheld."
2. Section 1.6 of the Agreement is hereby amended in its entirety to
read as follows:
"SECTION 1.6. Officers. Bernard J. Duroc-Danner shall be the
Chairman, Chief Executive Officer and President of the Surviving
Corporation. The other officers of the Surviving Corporation shall be
the officers of EVI as of the Effective Time of the Merger, together
with such other persons as may be selected by EVI to serve as officers
of the Surviving Corporation. All such officers shall hold office in
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accordance with the Certificate of Incorporation and By-laws of the
Surviving Corporation from the Effective Time of the Merger until the
earlier of their resignation or removal or until their respective
successors are duly elected and qualified, as the case may be."
3. Except as otherwise modified and amended by this Amendment, all
other terms and provisions of the Agreement shall remain in full force and
effect.
4. This Amendment may be executed in one or more counterparts, each of
which shall for all purposes be deemed to be an original and all of which shall
constitute the same instrument.
5. This Amendment shall be governed by, and construed in accordance
with, the laws of the State of Delaware, regardless of the laws that might
otherwise govern under applicable principles of conflicts of laws thereof.
IN WITNESS WHEREOF, each of the parties hereto have caused this
Agreement to be executed and delivered on its behalf as of the date first above
written.
EVI, INC.
By: /s/ Bernard J. Duroc-Danner
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Bernard J. Duroc-Danner
President and Chief Executive Officer
WEATHERFORD ENTERRA, INC.
By: /s/ Thomas R. Bates, Jr.
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Thomas R. Bates, Jr.
President and Chief Executive Officer
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EXHIBIT 2.3
AMENDMENT NO. 2
TO THE
AGREEMENT AND PLAN OF MERGER
This AMENDMENT NO. 2 dated as of April 22, 1998 (this "Amendment"), to
the Agreement and Plan of Merger dated as of March 4, 1998, as amended by
Amendment No. 1 to the Agreement and Plan of Merger dated April 17, 1998 (the
"Agreement"), is entered into by and between EVI, Inc., a Delaware corporation
("EVI"), and Weatherford Enterra, Inc., a Delaware corporation (the "Company").
W I T N E S S E T H:
WHEREAS, EVI and the Company have entered into the Agreement, pursuant
to which the Company will merge with and into EVI (the "Merger"), upon the terms
and subject to the conditions of the Agreement, and each issued and outstanding
share of the Company's common stock, $0.10 par value, not owned by the Company,
EVI or any wholly owned subsidiary of the Company or EVI will be converted into
.95 of a share of EVI's common stock, $1.00 par value;
WHEREAS, EVI and the Company wish to amend the Agreement as set forth
in this Amendment; and
WHEREAS, capitalized terms used herein but otherwise not defined herein
shall have the meanings given to such terms in the Agreement;
NOW, THEREFORE, in consideration of the premises, the representations,
warranties and agreements herein contained and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:
1. Section 1.5 of the Agreement is hereby amended in its entirety
to read as follows:
"SECTION 1.5. Directors.
(a) The number of directors of the Surviving Corporation shall
be eight, of which five shall be named by EVI and three shall be named
by the Company.
(b) The directors to be named by the Company have been
identified in writing to EVI. If, prior to the Effective Time of the
Merger, any of the Company's designees to the Board of Directors of the
Surviving Corporation shall decline or be unable to serve as a director
of the Surviving Corporation, the Company's other designees shall
designate another person to serve in such person's stead, subject to
the approval of a majority of EVI's Board of Directors at that time,
which approval shall not be unreasonably withheld."
(c) The directors to be named by EVI have been identified in
writing to
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the Company. If, prior to the Effective Time of the Merger, any of
EVI's designees to the Board of Directors of the Surviving Corporation
shall decline or be unable to serve as a director of the Surviving
Corporation, the Board of Directors of EVI shall designate another
person to serve in such person's stead.
(d) The directors to be named by the Company shall be from the
existing directors of the Company and shall be required to be approved
by EVI. The directors of the Surviving Corporation shall hold office in
accordance with the Certificate of Incorporation and By-laws of the
Surviving Corporation from the Effective Time of the Merger until the
earlier of their resignation or removal or until their respective
successors are duly elected and qualified, as the case may be.
(e) Subject to the fiduciary duties of the Board of Directors of
the Surviving Corporation, and the willingness of such persons to serve
as directors of the Surviving Corporation, the Board of Directors of
the Surviving Corporation shall submit as nominees for election to the
Board of Directors of the Surviving Corporation at the Annual Meetings
of Stockholders of the Surviving Corporation to be held through the
year 2000 the initial directors of the Surviving Corporation as
provided for herein."
2. Except as otherwise modified and amended by this Amendment, all
other terms and provisions of the Agreement shall remain in full force and
effect.
3. This Amendment may be executed in one or more counterparts, each of
which shall for all purposes be deemed to be an original and all of which shall
constitute the same instrument.
4. This Amendment shall be governed by, and construed in accordance
with, the laws of the State of Delaware, regardless of the laws that might
otherwise govern under applicable principles of conflicts of laws thereof.
IN WITNESS WHEREOF, each of the parties hereto have caused this
Agreement to be executed and delivered on its behalf as of the date first above
written.
EVI, INC.
By: /s/ Bernard J. Duroc-Danner
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Bernard J. Duroc-Danner
President and Chief Executive Officer
WEATHERFORD ENTERRA, INC.
By: /s/ Thomas R. Bates, Jr.
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Thomas R. Bates, Jr.
President and Chief Executive Officer
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