UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM
____________ TO ____________
COMMISSION FILE NUMBER 1-7867
WEATHERFORD ENTERRA, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 74-1681642
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
1360 POST OAK BOULEVARD, SUITE 1000 77056-3021
HOUSTON, TEXAS (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(713) 439-9400
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
COMMON STOCK, $.10 PAR VALUE NEW YORK STOCK EXCHANGE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein and will not be contained, to the
best of the registrant's knowledge, in the Proxy Statement or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
The aggregate market value of the outstanding Common Stock of the
registrant held by non-affiliates of the registrant as of March 19, 1998, based
on the closing sale price of the Common Stock on the New York Stock Exchange on
said date, was $1,680,203,925.
There were 51,361,503 shares of Common Stock of the registrant outstanding
as of March 19, 1998.
DOCUMENTS INCORPORATED BY REFERENCE
None.
<PAGE>
PART I
ITEM 1. BUSINESS.
INTRODUCTION TO BUSINESS
Weatherford Enterra, Inc. was organized under the laws of the State of
Delaware in 1970. The "Company" or "Weatherford," as used herein, refers to
Weatherford Enterra, Inc. and its subsidiaries and affiliates, unless the
context indicates otherwise.
Weatherford is a diversified international energy service and manufacturing
company that provides a variety of services and equipment to the exploration,
production and transmission sectors of the oil and gas industry. The Company
operates in virtually every oil and gas exploration and production region in the
world. Weatherford's principal business segments include (i) the oilfield
services segment, which consists of renting specialized oilfield equipment,
providing fishing, milling, whipstock installation and retrieval, well control
assistance and other downhole services and related tools, and providing tubular
running services and related tools; (ii) the oilfield products segment, which
consists of manufacturing, selling and servicing a variety of products,
including cementation products, liner hangers, gas lift equipment and equipment
used to provide oilfield services; and (iii) the gas compression segment, which
consists of manufacturing, packaging, renting, selling and providing parts and
services for gas compressor units over a broad horsepower range compressors.
Weatherford has grown significantly through acquisitions, having acquired
more than 20 businesses since 1991. These acquisitions have allowed the Company
to expand its product and service lines, improve its worldwide market position
and realize significant consolidation cost savings. Management believes it has
positioned Weatherford as a market leader in its primary businesses while
significantly expanding and diversifying the Company's geographic operations.
RECENT DEVELOPMENTS
The Company entered into an Agreement and Plan of Merger dated as of March
4, 1998 (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 U.S. 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.
FINANCIAL INFORMATION BY INDUSTRY SEGMENT
See "Management's Discussion and Analysis of Financial Condition and
Results of Operations" and Note 9 of Notes to Consolidated Financial Statements
contained elsewhere herein for additional information.
DESCRIPTION OF BUSINESS
Weatherford is a diversified international energy service and manufacturing
company that provides a variety of services and equipment to the exploration,
production and transmission sectors of the oil and gas industry. The Company
operates in three industry segments -- oilfield services, oilfield products and
gas compression.
OILFIELD SERVICES. Weatherford rents specialized equipment and tools and
tubular goods for drilling, completion and workover of oil and gas wells.
Operators and drilling contractors often find it uneconomic to maintain complete
inventories of tools, drill pipe and other equipment and therefore supplement
such inventories by renting. Items rented include pressure control equipment
(such as blowout preventers, high-
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pressure valves, accumulators, adapters and choke and kill manifolds); drill
string equipment (such as drill pipe, drill collars, tubing and drilling jars);
pipe handling equipment (such as elevators, spiders, slips, tongs and kelly
spinners); fishing and downhole tools (such as milling tools, casing cutters,
jars, spears and overshots) and other equipment, including stabilizers, power
swivels and bottom-hole assemblies.
Weatherford provides certain downhole services, including fishing, milling
and cutting services, which consist of removing or otherwise eliminating
"fish" or "junk" in a well (such as a piece of equipment, a tool, a part of
the drill string or debris) that is causing an obstruction. An essential step in
the fishing operation is the proper selection and assembly of the fishing
string. The string consists of jars, subs, overshots, spears, milling tools,
casing cutters and other tools for retrieving or eliminating the "fish". The
Company installs whipstocks, which are downhole tools that act as vertical
ramps, to "sidetrack" an existing well bore off a vertical drilling path.
Whipstocks are used primarily in multilateral and directional drilling
applications. Weatherford provides well control equipment and services in
critical well situations (such as a well blow-out or a high pressure sour gas
well). The Company also provides plugging and abandonment services, pipe
recovery wireline services, foam services and internal casing patch
installation. Management believes that, based on total revenues, Weatherford is
the leading worldwide supplier of rental tools and fishing and other downhole
services.
Weatherford provides services and equipment used to "make up" and test
threaded tubular connections and to "run" tubulars that are used during the
drilling, completion and workover of oil and gas wells. These services and
related equipment ensure the mechanical integrity and leak-tight performance of
tubular connections. Tubulars include casing, tubing, special high alloy chrome
pipe and fiberglass reinforced pipe. Casing is larger diameter pipe installed
(or run) in a wellbore to protect the structural integrity of the wellbore and
to seal various zones in the well. Tubing is small diameter pipe run inside the
casing in a producing well through which oil and gas is produced. In running
tubulars, Weatherford personnel use manual or remote-controlled power tongs
(similar in principle to hydraulic wrenches) and other related tubular handling
equipment. The Company also provides cementation engineering services
(consisting of computer-generated recommendations as to the number and placement
of centralizers during cementation) and tubular inspection and cleaning
services. Management believes that, based on total revenues, the Company is the
leading worldwide provider of tubular running services.
OILFIELD PRODUCTS. Weatherford's oilfield products segment consists of the
manufacture, sale and servicing of a variety of products. The Company's
cementation products, marketed under the Weatherford and Gemoco trade names,
include mechanical cementing products used to center casing strings in the
wellbore (such as centralizers, wellbore wipers and scratchers); float equipment
used in the cementation of the casing string to prevent cement from flowing back
into the casing (such as guide shoes, float shoes and float collars); and stage
tools used to set cement in the annular space between the wellbore and the
casing string. The Company also sells various proprietary rubber and elastomer
products, including KlepothW read protectors and cementing plugs. Management
believes that, based on total revenues, the Company is the leading worldwide
manufacturer and supplier of cementation products.
Weatherford designs, manufactures and sells liner hanger equipment and
related services under the NodecoE trade name. Liner hanger equipment is used in
the drilling and completion of oil and gas wells, primarily for the production
casing string in deep, deviated or horizontal wells. Nodeco is a leading
supplier of liner hanger equipment and packers used in completions with electric
submersible pumps in the North Sea market, particularly the Norwegian and U.K.
sectors. The Company has expanded this business, which was purchased in May
1996, to West Africa, Australia and the Middle East and intends to expand it
into other geographic markets in the future.
The Company manufactures, sells and services gas lift, plunger lift and
related equipment under the McMurry-MaccoEname. Gas lift equipment is used to
increase the flow of oil to the surface when natural flow does not occur.
Weatherford designs, manufactures, sells and services hydraulic power tongs
and related tubular handling equipment used to provide tubular running services;
tubular connection testing equipment used to verify the integrity of
connections; milling tools, cutters, spears, overshots and whipstocks used to
provide
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fishing and other downhole services; and weighted drill pipe used in its rental
business and sold to customers.
GAS COMPRESSION. Weatherford manufactures, packages, rents, sells and
services gas compressor units used for increasing natural gas pressure to
facilitate gas flow from the wellhead and through gas gathering systems and
processing plants, injecting natural gas into oil wells to enhance oil recovery,
injecting natural gas into gas storage wells and other general uses such as
cogeneration, seismic marine surveys and natural gas fueling stations. The
Company is a major manufacturer of gas compressors ranging in size from 26
horsepower to 7200 horsepower. As natural reservoir pressure declines over the
life of a producing natural gas well, different compressor configurations may be
needed to bring the gas to the surface and through the distribution system.
Management believes that the Company is the largest gas compressor rental
company in North America based on number of units and the fourth largest based
on available horsepower.
PATENTS AND LICENSES
The Company has followed a policy of seeking U.S. and non-U.S. patents and
licenses for products and equipment that appear to have commercial applications.
The Company believes its patents and licenses to be adequate for the conduct of
its businesses and, while it considers them to be valuable in the aggregate, the
Company does not believe that its business is materially dependent on its
patents or licenses. In management's opinion, engineering and production skills
and application experience are more responsible for the Company's market
position than are patents or licenses.
SEASONALITY
Demand for the Company's oilfield services and products is generally
affected by the seasonality of drilling activity. Higher activity generally is
experienced in the spring, summer and fall. In the United States and Europe, the
lowest drilling activity generally occurs during the early months of the year
due to inclement weather; however, in Alaska and Canada, activity generally
slows in the spring and early summer due to difficulty in moving equipment
during the spring thaws. Weather conditions are not a significant factor in
other geographic areas in which the Company offers oilfield services and
products. Weather is not necessarily a significant factor in the Company's gas
compression segment, although increased demand for gas during the winter months
depletes gas reserves, thereby generally increasing the demand for gas
compression services.
BACKLOG ORDERS
At December 31, 1997, the Company's backlog of orders for products and
equipment believed to be firm was approximately $60.8 million compared to
approximately $94.2 million at December 31, 1996 ($45.9 million of which related
to businesses the Company sold in 1997). Substantially all of such orders are
expected to be filled in 1998.
INTERNATIONAL AND U.S. OPERATIONS AND EXPORT SALES
The Company has manufacturing operations, either through direct ownership
(including joint ventures) or through license arrangements, in the United
States, Germany, Norway, Canada, the Netherlands, Italy, Saudi Arabia and
Indonesia. The Company has product and equipment sales or service operations in
virtually every significant oil and gas exploration and production region in the
world.
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The following table sets forth the Company's revenues, operating income
(loss) and identifiable assets attributable to each of its geographic segments.
See Note 9 of Notes to Consolidated Financial Statements and Management's
Discussion and Analysis of Financial Condition and Results of Operations
contained elsewhere herein for additional information.
YEAR ENDED DECEMBER 31,
----------------------------------------
1997 1996 1995
------------ ------------ ------------
(IN THOUSANDS)
REVENUES:
United States...................... $ 601,522 $ 579,024 $ 471,672
Canada............................. 104,983 78,497 106,491
Europe............................. 147,809 145,126 110,065
Africa............................. 70,037 72,457 57,450
Other international................ 159,614 119,364 113,229
------------ ------------ ------------
$ 1,083,965 $ 994,468 $ 858,907
============ ============ ============
OPERATING INCOME (LOSS):
United States...................... $ 132,958 $ 72,042 $ 5,745
Canada............................. 17,346 12,557 11,382
Europe............................. 32,424 19,470 3,088
Africa............................. 14,658 15,028 13,912
Other international................ 8,574 14,617 4,267
Corporate.......................... (12,878) (7,958) (38,212)
------------ ------------ ------------
$ 193,082 $ 125,756 $ 182
============ ============ ============
IDENTIFIABLE ASSETS:
United States...................... $ 762,592 $ 828,930 $ 790,625
Canada............................. 82,120 69,391 73,368
Europe............................. 187,202 201,137 141,673
Africa............................. 63,677 67,856 40,299
Other international................ 214,164 179,218 148,579
Corporate.......................... 68,240 51,191 64,316
------------ ------------ ------------
$ 1,377,995 $ 1,397,723 $ 1,258,860
============ ============ ============
During the three-year period ended December 31, 1997, the Company's
revenues and operating income have increased in virtually every geographic area,
primarily as a result of increased worldwide drilling and workover activity,
improved pricing in some areas, the introduction of new services and products
into various geographic areas and the impact of acquisitions. Canadian revenues
declined 26% and operating income before acquisition-related costs and other
unusual charges decreased 12% in 1996 compared to 1995, primarily as a result of
lower gas compressor packaging revenues and the sale of certain Canadian
manufacturing businesses in 1996, which more than offset improved oilfield
service activity in Canada. Canadian compression revenues increased in 1997, and
Canadian oilfield service activity continued to improve. Results for 1995
included acquisition-related costs and other unusual charges totaling $88.2
million (see Note 8 of Notes to Consolidated Financial Statements contained
elsewhere herein), including $43.3 million in the United States, $2.9 million in
Canada, $4.3 million in Europe, $0.6 million in Africa, $8.1 million in Other
International and $29.0 million in the Corporate segment.
The Company's international operations are subject to special
considerations inherent in doing business outside the United States that may
limit or disrupt markets, restrict the movement of funds or result in the
deprivation of contract rights or the taking of property without fair
compensation. Operations in certain areas, including the Commonwealth of
Independent States (the "CIS"), Algeria and Nigeria, and parts of the Middle
East, Asia Pacific and Latin America, have been subjected to political
disruption or civil disturbances in the past twelve months. Generally, business
interruptions resulting from war, political
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disruptions or civil disturbances negatively impact near-term results of
operations; however, management believes that it is unlikely that any specific
business disruption caused by existing or foreseen civil or political
instability will have a material adverse impact on the financial condition or
liquidity of the Company. International operations also can be affected by U.S.,
local and international laws and regulations limiting or prohibiting exports to,
and operations in, certain countries, including Iran, Iraq, Libya, Cuba and
North Korea.
Government-owned petroleum companies in some of the countries in which the
Company operates have adopted policies (or are subject to governmental policies)
giving preference to the purchase of goods and services from companies that are
majority-owned by local nationals. As a result of such policies, the Company
relies on joint ventures, license arrangements and other business combinations
with local nationals in these countries. Political considerations may disrupt
the commercial relationships between the Company and government-owned petroleum
companies.
COMPETITION
OILFIELD SERVICES. The Company experiences significant price pressures in
the markets in which it offers rental tools and downhole services, particularly
in U.S. markets. The principal methods of competition that apply to the
Company's rental tools and downhole services are price, quality, availability
and reputation. Weatherford competes with Baker Hughes Incorporated and Smith
International, Inc. in most of the downhole service markets in which it
participates. In addition, the Company competes with numerous small, single-site
operators, larger concerns operating at multiple locations and various well
servicing companies engaged in such businesses. Also, many customers own and
operate large inventories of equipment they might otherwise rent and have the
ability to purchase additional equipment, as opposed to renting.
The Company experiences significant competition and price pressures in the
U.S. tubular running services market and has experienced increasing competition
and price pressures in recent years in markets in which it operates outside the
United States. The principal methods of competition that apply to the Company's
tubular running services business are price, quality, reputation and range of
services offered. Weatherford competes with Frank's Casing Crews in all of the
U.S. markets and in some international markets in which the Company
participates. In addition, the Company competes with BJ Services Company in
several of the international markets in which the Company participates. Several
other small to medium-sized companies compete with Weatherford on a regional
basis in the United States and in certain other countries.
Management expects competition and customer price pressures to continue in
the foreseeable future in most international and U.S. markets.
OILFIELD PRODUCTS. The Company faces significant competition in the
pricing of its cementation products. Management of the Company believes that
price will continue to be a significant factor considered in customer purchasing
decisions in the foreseeable future. The principal methods of competition that
apply to the Company's cementation products business are price, quality,
availability and reputation. The Company primarily competes with Halliburton
Company, Davis-Lynch Inc. and Top-Co Industries Ltd. in the cementation products
business.
With respect to liner hangers, competition in the Company's existing
markets is primarily based on product design, reputation for quality, delivery
response time and price. The Company contacts customers through an experienced
sales force supported by an engineering and technical staff. This arrangement
allows the Company to quickly respond to customer requests for customization or
modification of products. The Company primarily competes with Baker Hughes
Incorporated, TIW Corporation (owned by Pearce Industries) and Smith
International, Inc. in the liner hanger business.
In the Company's gas lift equipment business, the principal methods of
competition are price, delivery response time, reputation and quality. The
Company markets its gas lift product line primarily through an experienced sales
force in the United States and through agents outside the United States. The
Company competes with various companies worldwide, the largest of which is Camco
International, Inc.
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Weatherford has experienced competition in the pricing of virtually all of
its other oilfield products. The Company competes with small to medium-sized
companies as well as with larger companies and subsidiaries of large public
companies having significant financial resources.
GAS COMPRESSION. The Company has experienced competition in the pricing of
its gas compression equipment and services. Management believes that price and
delivery time will continue to be significant factors considered in customer
purchasing and rental decisions in the foreseeable future. The principal methods
of competition are price, delivery time, quality of equipment and service,
reliability and reputation. The Company competes with Tidewater Inc., Hanover
Compressors Company, Global Compression (owned by G.E. Capital), Dresser Rand,
CSI, Production Operators (owned by Camco International, Inc.) and various small
to medium-sized companies in the compressor rental business. The Company
competes with Ariel and several other companies in the compressor manufacturing
business.
CUSTOMERS
The Company had no customers that individually accounted for 10% or more of
its 1997 consolidated revenues.
EMPLOYEES
At December 31, 1997, the Company employed 6,639 persons, of whom 3,285
were in international locations and 3,354 were in the United States. Of the
6,639 employees, 4,453 were employed in the oilfield services segment, 1,079 in
the oilfield products segment, 939 in the gas compression segment, and 168 in
administrative functions. The Company considers its employee relations to be
satisfactory.
ITEM 2. PROPERTIES.
The Company has numerous manufacturing facilities located in the United
States and various other countries used for the manufacture of oilfield products
and equipment, the principal of which are as follows:
<TABLE>
<CAPTION>
OWNED (O)
OR
APPROXIMATE LEASED (L) --
LOCATION MANUFACTURED PRODUCTS SQUARE FEET EXPIRATION DATE
- ------------------------------------- --------------------------------------------- ----------- ---------------
<S> <C> <C> <C>
Houston, Texas....................... Power tongs, power units and accessories 117,500 O
Pearland, Texas...................... Fishing tools, milling tools, cutters, 127,500 O
overshots, whipstocks and weighted drill pipe
Corpus Christi, Texas................ Gas compressors 90,000 O
Houma, Louisiana..................... Mechanical cementing products, float 109,800 O
equipment, stage tools, rubber products and
industrial valves
Hannover, Germany.................... Mechanical cementing products, power tongs, 65,950 L -- 12/99
power units and accessories, and specialized
bucking machines
Bryne, Norway........................ Liner hanger equipment 60,000 L -- 7/02
</TABLE>
The Company believes that its manufacturing facilities will be suitable and
adequate to meet production demands anticipated during the next several years.
In addition to its manufacturing plants, the Company leases its corporate
headquarters office and various administrative offices in Houston, Texas and
leases or owns numerous sales offices, warehouses, service centers, pipe yards
and stocking locations for its operations in the United States and
internationally. During the year ended December 31, 1997, the Company paid real
estate rentals in the aggregate amount of approximately $13.6 million.
The Company's operations generally do not require highly specialized
facilities, and suitable facilities generally are readily available on a lease
or purchase basis, as required.
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ITEM 3. LEGAL PROCEEDINGS AND REGULATORY MATTERS.
The Company is not a party to, nor is any of its property the subject of,
any material pending legal proceedings, other than ordinary routine litigation
incidental to its business and which is believed to be either covered by
insurance or not material in amount.
Various federal, state and local laws and regulations covering the
discharge of materials into the environment, or otherwise relating to the
protection of the public health and the environment, affect the Company's
operations, expenses and costs. The clear trend in environmental regulation has
been to place more restrictions and limitations on activities that may impact
the environment, such as emissions of pollutants, generation and disposal of
wastes, and use and handling of chemical substances. Increasingly strict
environmental restrictions and limitations have resulted in increased operating
costs for the Company and other similar businesses throughout the United States,
and it is possible that the costs of compliance with environmental laws and
regulations will continue to increase, both for the Company and its customers.
In this regard, the Resource Conservation and Recovery Act ("RCRA"), the
principal federal statute governing the disposal of solid and hazardous wastes,
includes a statutory exemption that allows oil and gas exploration and
production wastes to be classified as non-hazardous waste. A similar exemption
is contained in many of the state counterparts to RCRA. If oil and gas
exploration and production wastes were required to be managed and disposed of as
hazardous waste, either as a result of changes in RCRA or the imposition of more
stringent state regulations, domestic oil and gas producers, including many of
the Company's customers, could be required to incur substantial obligations with
respect to such wastes. Because of the potential impact on the Company's
customers, any regulatory changes that impose additional restrictions or
requirements on the disposal of oil and gas wastes could adversely affect demand
for the Company's services and products. In addition, the Company is subject to
laws and regulations concerning occupational health and safety. The Company
believes that it is in substantial compliance with the requirements of
environmental and occupational health and safety laws and regulations, but
inasmuch as such laws and regulations are frequently changed, the Company is
unable to predict the ultimate impact of such laws and regulations on the
Company's business.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matter was submitted to a vote of the stockholders of the Company during
the quarter ended December 31, 1997.
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PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.
The Company's Common Stock, $0.10 par value (the "Common Stock"), is
traded on the New York Stock Exchange under the symbol "WII". The following
table sets forth, on a per share basis for the periods indicated, the high and
low sale prices for the Common Stock as reported by the New York Stock Exchange.
HIGH LOW
--------- ---------
1996:
First Quarter................... $ 35.88 $ 26.00
Second Quarter.................. 37.75 28.50
Third Quarter................... 32.75 23.13
Fourth Quarter.................. 32.38 26.88
1997:
First Quarter................... $ 38.13 $ 28.50
Second Quarter.................. 38.75 26.25
Third Quarter................... 55.69 38.25
Fourth Quarter.................. 56.31 39.19
1998:
First Quarter (through March 19,
1998)........................... $ 47.50 $ 30.00
On March 19, 1998, the closing sale price for the Common Stock as reported
by the New York Stock Exchange was $38.31. As of March 19, 1998 there were
approximately 3,503 record holders of Common Stock.
The Company has not declared or paid dividends on the Common Stock since
December 1982 and management does not anticipate paying dividends on the Common
Stock at any time in the foreseeable future.
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ITEM 6. SELECTED FINANCIAL DATA.
The Selected Financial Data set forth below has been derived from the
audited consolidated financial statements of the Company. This information
should be read in conjunction with "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and the Company's Consolidated
Financial Statements and the Notes thereto included elsewhere herein.
<TABLE>
<CAPTION>
AS OF OR FOR THE YEAR ENDED DECEMBER 31,
------------------------------------------------------------------
1997 1996 1995(1) 1994(2) 1993(3)
------------ ------------ ------------ ------------ ----------
(IN THOUSANDS EXCEPT PER SHARE AMOUNTS AND PERCENTAGES)
<S> <C> <C> <C> <C> <C>
OPERATING DATA:
Revenues........................... $ 1,083,965 $ 994,468 $ 858,907 $ 676,749 $ 500,491
Acquisition-related costs and other
unusual charges................. -- -- 88,182 2,500 4,000
Operating income................... 193,082 125,756 182 65,704 49,671
Depreciation and amortization...... 110,810 105,857 95,957 71,037 50,449
Net income (loss).................. 112,900 70,073 (10,558) 41,977 35,175
Basic earnings (loss) per common
share........................... $ 2.15 $ 1.35 $ (0.21) $ 0.94 $ 0.89
Diluted earnings (loss) per common
share........................... 2.14 1.35 (0.21) 0.94 0.88
PERCENTAGE OF REVENUES:
Selling, general and administrative
expenses........................ 12.9% 14.1% 16.1% 17.1% 18.3%
Gross profit....................... 33.0% 28.2% 27.2% 27.9% 29.5%
Operating income................... 17.8% 12.6% 0.0% 9.7% 9.9%
Net income (loss).................. 10.4% 7.0% (1.2)% 6.2% 7.0%
BALANCE SHEET DATA:
Working capital.................... $ 312,533 $ 294,075 $ 267,380 $ 251,778 $ 211,834
Total assets....................... 1,377,995 1,397,723 1,258,860 1,153,970 635,602
Total debt......................... 211,947 315,774 329,266 196,672 21,253
Stockholders' equity............... 934,126 841,608 730,843 734,634 474,472
Total debt-to-total capitalization.. 18% 27% 31% 21% 4%
OTHER DATA:
Net capital expenditures(4)........ $ 122,981 $ 128,441 $ 79,488 $ 94,208 $ 32,685
Weighted average shares
outstanding..................... 52,430 51,722 50,681 44,646 38,415
Diluted average shares
outstanding..................... 52,837 52,097 50,681 44,845 38,607
</TABLE>
- ------------
(1) Includes acquisition-related costs and other unusual charges of $88,182,000,
or $1.17 per common share.
(2) Includes acquisition-related costs of $2,500,000, or $0.06 per common share.
(3) Includes acquisition-related costs of $4,000,000, or $0.10 per common share.
(4) Capital expenditures, excluding business acquisitions and net of proceeds
from sales of assets in the normal course of business.
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
The following discussion should be read in conjunction with the
Consolidated Financial Statements and Notes thereto included elsewhere herein.
FORWARD-LOOKING STATEMENTS
Certain statements in this Annual Report on Form 10-K may be
"forward-looking statements" as defined in the Private Securities Litigation
Reform Act of 1995. These forward-looking statements may include, but are not
limited to, future sales, earnings, margins, production levels and costs;
expected savings from acquisitions; demand for products and services; product
deliveries, market trends in the oil and gas industry and the oilfield service
sector thereof; research and development, environmental and other expenditures;
currency fluctuations and various business trends. Forward-looking statements
may be made by Weatherford's management orally or in writing including, but not
limited to, Weatherford's filings with the Securities and Exchange Commission
under the Securities Exchange Act of 1934 and the Securities Act of 1933.
Actual results and trends in the future may differ materially depending on
a variety of factors including, but not limited to, changes in the price of oil
and gas, the impact of recent declines in the price of oil on the demand for
Weatherford's products and services, changes in the domestic and international
rig count, global trade policies, domestic and international drilling
activities, worldwide political stability and economic growth, including
currency fluctuations, governmental export and import policies, technological
advances involving Weatherford's products and services, Weatherford's successful
execution of internal operating plans, changes in the market for Weatherford's
products and services, performance issues with key suppliers and subcontractors,
the ability of Weatherford to maintain pricing levels and market shares, raw
material costs changes, availability of personnel, regulatory uncertainties and
legal proceedings. Although the Company's management believes the assumptions
are reasonable, there are certain risks and uncertainties inherent in the
Company's business and there can be no assurance that such assumptions will
prove to have been correct. Readers are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of their dates. The
Company undertakes no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.
BUSINESS REVIEW
Weatherford is a diversified international energy service and manufacturing
company that provides a variety of services and equipment to the exploration,
production and transmission sectors of the oil and gas industry. The Company's
principal industry segments are oilfield services, oilfield products and gas
compression, with operations in virtually every oil and gas exploration and
production region in the world.
The oilfield services segment includes oilfield equipment rental, downhole
services and tubular running services. The Company rents specialized pressure
control equipment, drill string equipment, handling tools, stabilizers and other
equipment and tools used in the drilling, completion and workover of oil and gas
wells. Downhole services include fishing, milling, whipstock installation and
retrieval, well control assistance, plugging and abandonment services, pipe
recovery wireline services, foam services and internal casing patch
installation. Tubular running services include "making up" threaded tubular
connections, installing casing, tubing and other downhole tubulars, ensuring the
mechanical integrity and leak-tight performance of tubular connections,
inspection and cleaning of tubulars and related engineering services.
The oilfield products segment includes the manufacture, sale and service of
cementation products, liner hangers, gas lift equipment and equipment used to
provide oilfield services. Cementation products include centralizers, float
equipment, stage tools and elastomer products which are used in the process of
cementing casing strings in oil and gas wells. Liner hanger equipment is used in
the drilling and completion of oil and gas wells, primarily for the production
casing in deep, deviated or horizontal wells. Gas lift equipment is used to
inject gas in producing wells to enhance the flow of oil to the surface. Other
manufactured products include hydraulic power tongs and related equipment used
to provide tubular running services, milling tools, whipstocks and weighted
drill pipe used in rental and downhole services and sold to customers.
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The gas compression segment includes the manufacturing, packaging, renting,
selling and providing of parts and services for gas compressor units over a
broad horsepower range. Gas compressor units are used for increasing natural gas
pressure to facilitate gas flow from the wellhead and through gas gathering
systems and processing plants, to inject natural gas into oil wells for enhanced
recovery and into gas storage wells, and in other general applications such as
cogeneration, seismic marine surveys and natural gas fueling stations.
The Company's operating results include several other businesses that the
Company has sold through previously announced divestiture programs. Such
businesses include the Harrisburg/Woolley division, which was sold in 1995;
Barber Industries Limited, Enterra Patco Oilfield Products, Inc. and Arrow
Completion Systems, Inc. ("Arrow"), each of which was sold in 1996; and
CRC-Evans Pipeline International, Inc. ("CRC-Evans"), Total Engineering
Services Team, Inc. ("TEST") and the American Aero Cranes division
("Cranes"), each of which was sold in 1997.
The Company has grown significantly through acquisitions, having acquired
more than 20 businesses since 1991. These acquisitions have allowed the Company
to expand its product and service lines, improve its worldwide market position
and realize significant consolidation cost savings. Management believes it has
positioned the Company as a market leader in its primary businesses while
significantly expanding and diversifying the Company's geographic operations.
INDUSTRY CONDITIONS
The oil and gas industry in which the Company participates historically has
experienced significant volatility. Demand for the Company's oilfield services
and products depends primarily upon the level of worldwide spending for oil and
gas exploration and production, the number of oil and gas wells being drilled,
the depth and drilling conditions of such wells, the volume of production, the
number of well completions and the level of workover activity. Drilling and
workover activity can fluctuate significantly in a short period of time,
particularly in the United States and Canada.
Average worldwide drilling activity, as measured by average drilling rig
count reported by Baker Hughes Incorporated, increased 15% in 1997 to 2,126
active rigs compared to 1,841 active rigs in 1996. Average worldwide drilling
activity increased 7% in 1996 compared to 1995. Drilling activity outside of
North America increased 2% in 1997 and 5% in 1996 when compared to the prior
year's average activity levels. U.S. drilling activity increased 21% in 1997 and
7% in 1996 when compared to the prior year's average activity levels. Canadian
drilling activity increased 39% in 1997 and 17% in 1996 when compared to the
prior year's average activity level. During the first two months of 1998,
worldwide drilling activity was higher than during the same period of 1997.
However, recent declines in oil prices have increased the level of uncertainty,
and no assurance can be given as to the level of future drilling activity or
demand for the Company's oilfield services and products.
The willingness of oil and gas operators to make capital expenditures for
the exploration and production of oil and natural gas will continue to be
influenced by numerous factors over which the Company has no control, including
the prevailing and expected market prices for oil and natural gas. Such prices
are impacted by, among other factors, worldwide demand for oil and gas, general
economic and political conditions, costs of exploration and production,
availability of new leases and concessions, the ability of the members of the
Organization of Petroleum Exporting Countries ("OPEC") to maintain price
stability through voluntary production limits, the level of production by
non-OPEC countries, and governmental regulations regarding, among other things,
environmental protection, taxation, price controls and product allocations.
Demand for the Company's gas compression equipment and services depends
primarily on demand for natural gas, the level and stability of natural gas
prices, natural gas production and consumption, the amount of natural gas in
storage, construction of gathering and storage systems, and the age and
operating pressures of natural gas wells. Demand for purchased compressor
packages declined in 1996 from the 1994 and 1995 levels, resulting in a
weakening of market prices. Beginning in the fourth quarter of 1996 and
extending through 1997, market conditions improved, resulting in higher demand
for compressor packages and increased utilization of rental units. Another
factor impacting the U.S. gas compression business is the trend of major oil
companies toward outsourcing certain services and selling U.S. gas reserves to
smaller
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operators. The Company expects demand for larger horsepower rental units to
increase as major oil companies and smaller natural gas producers are less
likely to own and operate gas compressor packages and are more likely to rent
compressor packages to meet their compression needs.
RESULTS OF OPERATIONS
A summary of operating results by industry segment is shown below:
YEAR ENDED DECEMBER 31,
------------------------------------
1997 1996 1995
------------ ---------- ----------
(IN THOUSANDS)
REVENUES:
Oilfield services............... $ 645,906 $ 520,195 $ 470,085
Oilfield products............... 182,311 149,713 115,399
Gas compression................. 178,896 154,503 94,386
Other businesses................ 76,852 170,057 179,037
------------ ---------- ----------
$ 1,083,965 $ 994,468 $ 858,907
============ ========== ==========
ACQUISITION-RELATED COSTS AND OTHER
UNUSUAL CHARGES:
Oilfield services............... $ -- $ -- $ 31,715
Oilfield products............... -- -- 15,745
Gas compression................. -- -- --
Other businesses................ -- -- 11,711
Corporate....................... -- -- 29,011
------------ ---------- ----------
$ -- $ -- $ 88,182
============ ========== ==========
OPERATING INCOME (LOSS):
Oilfield services............... $ 152,668 $ 93,644 $ 41,849
Oilfield products............... 39,129 23,388 (13,253)
Gas compression................. 13,723 7,833 7,788
Other businesses................ 440 8,849 2,010
Corporate....................... (12,878) (7,958) (38,212)
------------ ---------- ----------
$ 193,082 $ 125,756 $ 182
============ ========== ==========
OILFIELD SERVICES. Total oilfield services revenues increased 24% from
$520.2 million in 1996 to $645.9 million in 1997, reflecting increased volume of
activity and improved pricing resulting from a 15% increase in worldwide
drilling activity, as reported by Baker Hughes Incorporated. The increased use
of certain drilling techniques, such as re-entry, multi-lateral, horizontal and
directional drilling, were also important contributors to revenue growth in
1997, particularly in North America. U.S. oilfield service revenues increased
33% to $317.7 million, while U.S. average rig count increased 21%. Revenues in
Canada increased 29%, while average Canadian rig count increased 39%. Excluding
Canada, international oilfield service revenues increased 15% compared to an
average rig count increase of 2%. International revenue increases are primarily
attributable to increased volume of rental and service activity, some pricing
improvement and the introduction of downhole services into new markets.
Operating income increased 63% from $93.6 million in 1996 to $152.7 million in
1997, primarily as a result of increased drilling activity, improved pricing and
the introduction of downhole services into new markets.
Revenues for the oilfield services segment increased 11% to $520.2 million
in 1996 as compared to 1995. International revenues increased 15% to $281.3
million, while U.S. revenues increased 6% to $238.9 million. The increase in
international service revenues is primarily attributable to increased activity
in Canada, the North Sea, North and West Africa and Latin America. The increase
in Canada is consistent with the 17% increase in the average drilling rig count
over 1995. The average international drilling rig
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count, excluding Canada, increased 5% over the prior year, which contributed to
the increase in international service revenues. International revenues also
benefited from the introduction of fishing and other downhole services into
certain markets in North and West Africa and Latin America in 1996. U.S. service
revenues were positively impacted by an increase in the average 1996 U.S.
drilling rig count of 7% over 1995, as well as price increases announced by the
Company in August 1996 affecting most U.S. services and rentals. Excluding the
impact of the acquisition-related costs and other unusual charges in 1995
discussed below, operating income for oilfield services increased 27% to $93.6
million in 1996 as compared to 1995. This increase is attributable to the
increase in revenues experienced in 1996, along with cost savings achieved from
the higher levels of activity and from efficiencies resulting from consolidating
the operations of the Company. These increases were partially offset by
additional costs incurred to introduce fishing and other downhole services into
the markets discussed above.
OILFIELD PRODUCTS. Oilfield products revenues increased 22% to $182.3
million in 1997 compared to $149.7 million in 1996. Cementation product sales
increased 32% over 1996, primarily reflecting increased U.S. drilling activity,
increased market share and the introduction of new products. Liner hanger sales
and service revenues increased 66% in 1997 over 1996, which included the results
of Nodeco AS and Aarbakke AS (collectively, "Nodeco") from the date they were
acquired in May 1996. Gas lift product sales and service revenues remained
consistent with 1996 levels. Oilfield products operating income increased $15.7
million, or 67%, from 1996 to 1997, primarily as a result of the increased
volume of cementation product sales, operating efficiencies and the inclusion of
the Nodeco operations for the full year of 1997.
Revenues increased 30% to $149.7 million in 1996 compared to 1995,
reflecting improved operating results from all manufacturing businesses. The
Company acquired the business and assets of Nodeco, a Norwegian liner hanger
manufacturer, in May 1996. The Nodeco operations contributed $18.4 million, or
16%, to the revenue increase. Cementation product sales improved significantly
over the prior year due to an increase in market share and the higher levels of
drilling activity worldwide. Excluding the impact of the acquisition-related
costs and other unusual charges discussed below, operating income increased over
800% to $23.4 million compared to 1995. Approximately $4.0 million of the
increase in operating income is attributable to the Nodeco operations. The
remaining increase is due to the increase in revenues, combined with
manufacturing efficiencies achieved as a result of the higher volume of product
sales.
GAS COMPRESSION. Revenues increased 16% to $178.9 million in 1997,
compared to $154.5 million in 1996. Manufacturing and packaging revenues
increased 21% to $78.2 million in 1997 compared to 1996, primarily as a result
of a higher volume of packaged unit sales in Canada. Compressor rental and
service revenues improved 12% to $100.7 million compared to 1996, reflecting the
expansion and increased utilization of the Company's compressor rental fleet,
which comprised over 440,000 horsepower at December 31, 1997. Operating income
for the gas compression segment improved 75% to $13.7 million in 1997, primarily
as a result of the increased revenues and ongoing process improvements.
Revenues increased 64% to $154.5 million in 1996 as compared to 1995,
primarily as a result of the acquisition of the natural gas compression business
and assets of Energy Industries, Inc. and Zapata Energy Industries, L.P.
(collectively, "Energy Industries") in December 1995. This increase was offset
by a weaker market for sales of gas compressor packages, which resulted in a
lower volume of manufacturing and packaging sales as well as lower prices for
packaged compressors. Operating income increased only slightly over 1995 due to
the weaker market, inefficiencies incurred in consolidating the packaging
operations of Energy Industries into the Company's existing gas compression
business, and amortization of goodwill arising from the Energy Industries
acquisition.
OTHER BUSINESSES. Revenues decreased from $170.1 million in 1996 to $76.9
million in 1997, due to the sale of these businesses during 1996 and 1997. Arrow
was sold in December 1996, CRC-Evans and TEST were sold in June 1997 and Cranes
was sold in September 1997. Operating income from other businesses decreased
from $8.8 million in 1996 to $0.4 million in 1997, reflecting the sale of these
businesses throughout the period and the net losses associated with these sales.
Revenues decreased 5% to $170.1 million in 1996 as compared to 1995,
primarily as a result of businesses which were sold in late 1995 and early 1996.
This decrease was offset by higher revenues for
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TEST and Cranes. TEST revenues improved primarily as a result of increased
activity in the Gulf of Mexico, while revenues for Cranes increased in relation
to the higher level of drilling activity, which resulted in new crane sales,
service and rental contracts worldwide. Operating income excluding the impact of
the acquisition-related costs and other unusual charges discussed below
decreased 36% to $8.8 million in 1996 compared to 1995, due primarily to the
impact of the sold businesses. The higher revenues for TEST and Cranes did not
significantly impact operating income due to higher levels of costs incurred in
1996.
GROSS PROFIT. The consolidated gross profit percentage was 33.0% in 1997
compared to 28.2% in 1996 and 27.2% in 1995. The increase in 1997 is the result
of continued improved profitability in all segments of the Company's business,
primarily resulting from improved pricing and volume of worldwide service
activity. The increase in 1996 compared to 1995 is due primarily to improved
profitability in U.S. oilfield services and oilfield products segments as a
result of consolidation cost savings, improved pricing in certain areas and
increased volume of activity. Compression margins were lower in 1996 than in
1995 due to the weak Canadian market and consolidation costs discussed above.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses as a percentage of revenue declined to 12.9% in 1997
from 14.1% in 1996 and 16.1% in 1995. These decreases are a result of increased
revenues combined with operational efficiencies achieved in consolidating the
operations of acquired businesses into the Company.
RESEARCH AND DEVELOPMENT. Research and development costs of $7.8 million
in 1997 increased 9% over 1996, and research and development costs of $7.2
million in 1996 increased 44% compared to 1995. The increases primarily reflect
the expansion of the Company's operations and the development of new products
and service equipment designs to support the oilfield products and services
businesses.
EQUITY IN EARNINGS OF UNCONSOLIDATED AFFILIATES. The Company owns an
interest of 50% or less in several joint ventures, primarily in the oilfield
services segment. The Company's equity in the earnings of these affiliates was
$2.6 million in 1997 compared to $2.1 million in 1996 and $1.5 million in 1995.
These increases are primarily attributable to increased drilling activity in
Saudi Arabia. The Company received cash dividends from its 50% or less-owned
affiliates totaling $1.3 million, $1.6 million and $1.7 million in 1997, 1996
and 1995, respectively.
FOREIGN CURRENCY LOSS (GAIN), NET. As a result of the fluctuation of the
U.S. dollar against the major foreign currencies in which the Company conducts
business, the Company recorded net foreign currency losses of $1.8 million in
1997 compared to gains of $49,000 and $74,000 in 1996 and 1995, respectively.
The net loss recorded in 1997 primarily resulted from the strengthening of the
U.S. dollar against European, Asian and Latin American currencies.
OTHER EXPENSE, NET. Other expense, net, increased to $17.1 million
compared to $8.7 million in 1996 and $3.8 million in 1995. The increase in 1997
was attributable to several factors, including net losses related to the sales
of non-core businesses, additional goodwill amortization associated with the
Nodeco acquisition, and adjustments to prior year estimates. The increase in
1996 is primarily related to the amortization of goodwill related to the
acquisitions of Energy Industries and Nodeco.
ACQUISITION-RELATED COSTS AND OTHER UNUSUAL CHARGES. During the second
quarter of 1995, Enterra recorded unusual charges totaling $28.3 million,
representing writedowns to fair value of certain businesses to be disposed of,
asset writedowns related to certain excess facilities, equipment and
inventories, and estimated costs in connection with the closure of certain
pipeline businesses and the consolidation of certain oilfield service
administrative and operating facilities. During the fourth quarter of 1995, the
Company recorded expenses of $59.9 million related to the Enterra merger and the
financial impact of management decisions related to the future operations of the
combined companies. These acquisition-related costs primarily consisted of
transaction costs, severance and termination agreements with former officers and
employees, facility closure costs primarily to consolidate the oilfield services
operations and administrative functions of Enterra and the Company, and the
reduction in recorded value of certain assets that had diminished future value
in the operations of the combined company.
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INTEREST. Net interest expense decreased to $17.5 million in 1997 compared
to $20.9 million in 1996, primarily as a result of the repayment of indebtedness
with cash provided from operations and from the sale of non-core businesses. Net
interest expense increased to $20.9 million in 1996 compared to $15.1 million in
1995, primarily as a result of higher average debt balances outstanding. The
increased indebtedness primarily related to the acquisitions of Nodeco in May
1996 and Energy Industries in December 1995.
INCOME TAXES. The income tax provision (benefit) consists of taxes on
foreign earnings, foreign taxes withheld on certain remittances from
international subsidiaries, U.S. federal and state taxes, the recognition of
general business tax credits currently available to reduce U.S. federal income
tax, and the recognition of future taxable amounts. Income tax provision
(benefit) as a percentage of income (loss) before income taxes was 36%, 33% and
29% for 1997, 1996 and 1995, respectively. The increase in the effective tax
rates was primarily a result of differences in the components and tax rates
applicable to foreign taxable income, the reversal of the valuation allowance on
U.S. net operating loss carryforwards in 1995 and nondeductible goodwill
amortization.
In June 1997, the Financial Accounting Standards Board (the "FASB")
issued SFAS No. 130, "Reporting Comprehensive Income", which establishes
standards for reporting and financial statement display of comprehensive income.
SFAS No. 130 is effective January 1, 1998. Had SFAS No. 130 been adopted in
1997, the year-to-date change in cumulative translation adjustment would have
been added to net income to calculate comprehensive income.
In June 1997, the FASB issued SFAS No. 131, "Disclosures about Segments of
an Enterprise and Related Information", which requires segment information to
be reported on a basis consistent with that used internally for evaluating
resource allocation and segment performance. The Company will adopt SFAS No. 131
in 1998 and is currently evaluating its method of reporting segment information.
In 1998, the FASB issued SFAS No. 132, "Employees' Disclosures about
Pensions and Other Postretirement Benefits", which standardizes disclosure
requirements for pensions and other postretirement benefits. The Company is
required to adopt SFAS No. 132 in 1998. Had the Company adopted SFAS No. 132 at
December 31, 1997, it would have had no impact on the consolidated financial
statements.
LIQUIDITY AND CAPITAL RESOURCES
The Company's operations provided cash of $166.7 million during 1997
compared to $128.7 million during 1996 and $78.9 million during 1995. Operating
cash flow before changes in working capital accounts increased 25% to $215.5
million in 1997 compared to 1996, and 45% to $172.5 million in 1996 compared to
1995, reflecting the impact of acquisitions and growth in the Company's
operations. Changes in working capital and other operating accounts used cash of
$48.7 million in 1997 compared to $43.9 million in 1996 and $39.8 million during
1995. Working capital of $312.5 million at December 31, 1997 increased 6%
compared to December 31, 1996, primarily due to the growth experienced in the
Company's operations.
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.
During 1997, the Company completed the sales of CRC-Evans, TEST and Cranes,
generating aggregate cash proceeds of $68.8 million, as part of a divestiture
plan announced in September 1996. Proceeds were used primarily to repay bank
debt.
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On May 23, 1996, the Company acquired the business and assets of Nodeco in
a transaction accounted for as a purchase. The Company paid cash of $14.4
million net of cash acquired, issued 750,000 shares of Common Stock and assumed
all liabilities of Nodeco, totaling approximately $12.1 million.
On December 15, 1995, the Company completed the acquisition of
substantially all of the assets of Energy Industries in a transaction accounted
for as a purchase. The Company paid approximately $130.0 million in cash and
assumed certain liabilities totaling approximately $12.5 million.
On October 5, 1995, the Company completed a merger with Enterra, which was
accounted for as a pooling of interests. The Company issued approximately 23.7
million shares of Common Stock in exchange for all the outstanding shares of
Enterra common stock based on an exchange ratio of 0.845 of a share of Common
Stock for each share of Enterra common stock outstanding. In connection with the
Enterra merger, the Company recorded acquisition-related costs totaling $59.9
million.
Capital expenditures, excluding business acquisitions and net of proceeds
from sales of assets in the normal course of business, declined 4% to $123.0
million in 1997 compared to 1996. Net capital expenditures increased 62% in 1996
to $128.4 million compared to 1995, primarily as a result of the Company's
expanded gas compression business, the increase in industry activity worldwide
and the introduction of certain oilfield services businesses into new areas in
1996. Management anticipates that the Company's future capital spending levels
will continue to be influenced by market opportunities and growth in the
Company's operations.
The Company's consolidated indebtedness decreased to $211.9 million at
December 31, 1997 from $315.8 million at December 31, 1996, primarily as a
result of the repayment of debt with cash provided by operations and with
proceeds from the divestitures mentioned above. The Company's ratio of debt to
total capitalization was 18% at December 31, 1997 compared to 27% at December
31, 1996.
The Company has outstanding $200 million of publicly-held 7 1/4% notes due
May 15, 2006 (the "7 1/4% Notes"). Interest on the 7 1/4% Notes is payable
semi-annually on May 15 and November 15 of each year.
On October 24, 1997, the Company amended its primary bank credit facility,
extending its $200 million revolving credit facility (the "Revolving Credit
Facility") through October 24, 2002, reducing interest rates and fees and
improving other terms and conditions. Amounts outstanding under the Revolving
Credit Facility accrue interest at a variable rate ranging from 0.25% to 0.625%
above a specified Eurodollar rate, depending on the credit ratings assigned to
the 7 1/4% Notes. A commitment fee ranging from 0.09% to 0.20% per annum,
depending on the credit ratings assigned to the 7 1/4% Notes, is payable
quarterly on the unused portion of the Revolving Credit Facility. The Company is
required under the Revolving Credit Facility to maintain certain financial
ratios, including a maximum debt-to-capitalization ratio of 50%.
At December 31, 1997, the Company had $200 million available to borrow
under the Revolving Credit Facility. The Company also has various credit
facilities available only for stand-by letters of credit and bid and performance
bonds, pursuant to which funds are available to the Company to secure
performance obligations and certain retrospective premium adjustments under
insurance policies. The Company had a total of $13.0 million of letters of
credit and bid and performance bonds outstanding at December 31, 1997.
The Company has developed a plan to ensure that its systems are compliant
with the requirements to process transactions in the year 2000. Management
believes that the Company will achieve year 2000 compliance through a
combination of upgrading to new releases of existing software and replacement of
existing software with new fully compliant systems by mid-1999. Management
believes that the expenses and capital expenditures associated with achieving
year 2000 compliance will not have a materially adverse impact on the financial
condition, results of operations or liquidity of the Company. The Company is
currently gathering information from its key suppliers, venders and financial
institutions regarding year 2000 compliance. The inability of these key outside
parties to achieve year 2000 compliance could have a material impact on the
Company's operations.
The Company conducts a portion of its business in currencies other than the
U.S. dollar, including the Canadian dollar, major European currencies and
certain Latin American currencies. Although most of the revenues of the
Company's foreign operations are denominated in the local currency, the effects
of foreign
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currency fluctuations are largely mitigated because local expenses of such
foreign operations also generally are denominated in the same currency. Changes
in the value of the U.S. dollar relative to these foreign currencies affect the
weighted average currency exchange rates used to translate the statements of
income of the Company's international subsidiaries into U.S. dollars. The impact
of exchange rate fluctuations during 1997, 1996 and 1995 did not have a material
effect on reported amounts of revenues or net income. The increase in the value
of the U.S. dollar against most major currencies during 1997 caused the
cumulative translation adjustment, a reduction in stockholders' equity, to
increase by $21.0 million.
The Company enters into forward exchange contracts only as a hedge against
certain existing economic exposures, and not for speculative or trading
purposes. These contracts reduce exposure to currency movements affecting
existing assets and liabilities denominated in foreign currencies, such exposure
resulting primarily from trade receivables and payables and intercompany loans.
The future value of these contracts and the related currency positions are
subject to offsetting market risk resulting from foreign currency exchange rate
volatility. Settlement of forward exchange contracts resulted in net cash
inflows totaling $5.2 million in 1997 and $1.1 million in 1996 and a net cash
outflow of $2.7 million in 1995.
Management believes the combination of working capital, the unused portion
of the Revolving Credit Facility and cash flows from operations provide the
Company with sufficient capital resources and liquidity to manage its normal
operations. The Company continues to seek opportunities to enhance its
competitiveness through strategic acquisitions. Management believes that any
borrowings made in connection with any such acquisitions will not have a
materially adverse impact on the Company's liquidity. Management believes that
it is premature to provide specific information with respect to any such
possible acquisitions because of the status of, and possible adverse impact on,
negotiations, and because, in any event, there can be no assurance that any of
such possible acquisitions will be consummated.
Like most multinational oilfield service companies, the Company has
operations in certain international areas, including parts of the Middle East,
North and West Africa, Latin America, the Asia-Pacific Region and the
Commonwealth of Independent States (the "CIS"), that are inherently subject to
risks of war, political disruption, civil disturbance and policies that may
disrupt oil and gas exploration and production activities, restrict the movement
of funds, lead to U.S. government or international sanctions or limit access to
markets for periods of time. Historically, the economic impact of such
disruptions has been temporary and oil and gas exploration and production
activities have eventually resumed in relation to market forces. Certain areas,
including the CIS, Algeria and Nigeria and parts of the Middle East, the Asia
Pacific region and Latin America, have been subjected to political disruption or
civil disturbances in the past twelve months. Generally, business interruptions
resulting from war, political disruptions or civil disturbances negatively
impact near-term results of operations; however, management believes that it is
unlikely that any specific business disruption caused by existing or foreseen
civil or political instability will have a materially adverse impact on the
financial condition or liquidity of the Company.
The Company has not declared dividends on Common Stock since December 1982
and management does not anticipate paying dividends on Common Stock at any time
in the foreseeable future.
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Weatherford Enterra, Inc.:
We have audited the accompanying consolidated balance sheets of Weatherford
Enterra, Inc. (a Delaware corporation) and subsidiaries (the "Company") as of
December 31, 1997 and 1996, and the related consolidated statements of income,
stockholders' equity and cash flows for each of the three years in the period
ended December 31, 1997. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated 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 consolidated financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the consolidated financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, 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 consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
Weatherford Enterra, Inc. and subsidiaries as of December 31, 1997 and 1996, and
the results of their operations and their cash flows 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 11, 1998
18
<PAGE>
WEATHERFORD ENTERRA, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1997 AND 1996
(IN THOUSANDS EXCEPT SHARE AMOUNTS)
1997 1996
------------ ------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents............. $ 42,348 $ 33,029
Receivables, net of allowance of
$22,467 and $16,241................ 261,449 272,816
Inventories, net of allowance of
$16,671 and $21,261................ 169,048 163,302
Deferred tax assets................... 11,266 20,090
Prepayments and other................. 20,767 16,197
------------ ------------
Total current assets.......... 504,878 505,434
------------ ------------
PROPERTY, PLANT AND EQUIPMENT, at cost:
Land.................................. 16,166 20,041
Buildings and improvements............ 93,033 101,114
Rental and service equipment.......... 1,010,065 1,017,866
Machinery and other equipment......... 131,230 115,665
------------ ------------
1,250,494 1,254,686
Less -- Accumulated depreciation...... 682,048 693,496
------------ ------------
568,446 561,190
------------ ------------
GOODWILL, net........................... 266,121 290,474
------------ ------------
OTHER ASSETS............................ 38,550 40,625
------------ ------------
$ 1,377,995 $ 1,397,723
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Short-term debt and current portion of
long-term debt..................... $ 2,823 $ 24,508
Accounts payable...................... 63,808 65,713
Accrued compensation and employee
benefits........................... 29,752 29,885
Accrued income taxes.................. 30,404 17,427
Accrued taxes other than income
taxes.............................. 11,602 10,078
Accrued insurance..................... 10,329 11,283
Other accrued liabilities............. 43,627 52,465
------------ ------------
Total current liabilities..... 192,345 211,359
------------ ------------
LONG-TERM DEBT.......................... 209,124 291,266
------------ ------------
DEFERRED TAX LIABILITIES................ 27,401 34,728
------------ ------------
OTHER LONG-TERM LIABILITIES............. 14,999 18,762
------------ ------------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Preferred stock, $1 par; shares
authorized 1,000,000; none
issued............................. -- --
Common stock, $.10 par; shares
authorized 80,000,000; issued
52,701,964 and 52,172,796.......... 5,270 5,217
Paid-in capital....................... 652,378 639,679
Retained earnings..................... 313,216 200,316
Cumulative translation adjustment..... (23,795) (2,768)
Treasury stock, 322,667 and 28,269
common shares, at cost............. (12,943) (836)
------------ ------------
Total stockholders' equity.... 934,126 841,608
------------ ------------
$ 1,377,995 $ 1,397,723
============ ============
The accompanying notes are an integral part of these consolidated financial
statements.
19
<PAGE>
WEATHERFORD ENTERRA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 1997
(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
1997 1996 1995
------------ ---------- ----------
REVENUES:
Services and rentals............... $ 821,397 $ 746,180 $ 612,597
Products........................... 262,568 248,288 246,310
------------ ---------- ----------
Total revenues............. 1,083,965 994,468 858,907
------------ ---------- ----------
COSTS AND EXPENSES:
Cost of services and rentals....... 551,375 537,313 442,902
Cost of products................... 175,165 177,033 182,444
Selling, general and administrative
expenses........................ 140,229 140,614 137,959
Research and development........... 7,782 7,154 4,954
Equity in earnings of
unconsolidated affiliates....... (2,582) (2,078) (1,477)
Foreign currency loss (gain),
net............................. 1,782 (49) (74)
Other expense, net................. 17,132 8,725 3,835
Acquisition-related costs and other
unusual charges................. -- -- 88,182
------------ ---------- ----------
Total operating costs and
expenses................ 890,883 868,712 858,725
------------ ---------- ----------
OPERATING INCOME..................... 193,082 125,756 182
Interest expense..................... 20,139 22,914 17,217
Interest income...................... (2,630) (2,005) (2,081)
------------ ---------- ----------
Income (loss) before income taxes.... 175,573 104,847 (14,954)
Income tax provision (benefit)....... 62,673 34,774 (4,396)
------------ ---------- ----------
NET INCOME (LOSS).................... $ 112,900 $ 70,073 $ (10,558)
============ ========== ==========
Basic earnings (loss) per common
share.............................. $ 2.15 $ 1.35 $ (0.21)
============ ========== ==========
Diluted earnings (loss) per common
share.............................. $ 2.14 $ 1.35 $ (0.21)
============ ========== ==========
Weighted average shares
outstanding........................ 52,430 51,722 50,681
Diluted average shares outstanding... 52,837 52,097 50,681
The accompanying notes are an integral part of these consolidated financial
statements.
20
<PAGE>
WEATHERFORD ENTERRA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 1997
(IN THOUSANDS)
<TABLE>
<CAPTION>
CUMULATIVE
COMMON PAID-IN RETAINED TRANSLATION TREASURY
STOCK CAPITAL EARNINGS ADJUSTMENT STOCK TOTAL
------ -------- --------- ----------- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
BALANCE, December 31, 1994.............. $5,058 $593,744 $ 140,801 $ (4,168) $ (801) $ 734,634
Shares issued under employee benefit
plans................................. 1 187 -- -- -- 188
Stock grants and options exercised...... 40 8,300 -- -- (60) 8,280
Currency translation adjustment......... -- -- -- (1,701) -- (1,701)
Net loss................................ -- -- (10,558) -- -- (10,558)
------ -------- --------- ----------- -------- ----------
BALANCE, December 31, 1995.............. 5,099 602,231 130,243 (5,869) (861) 730,843
Shares issued under employee benefit
plans................................. 3 1,367 -- -- 419 1,789
Stock grants and options exercised...... 40 9,636 -- -- (394) 9,282
Issuance of Common Stock in
acquisition........................... 75 26,445 -- -- -- 26,520
Currency translation adjustment......... -- -- -- 3,101 -- 3,101
Net income.............................. -- -- 70,073 -- -- 70,073
------ -------- --------- ----------- -------- ----------
BALANCE, December 31, 1996.............. 5,217 639,679 200,316 (2,768) (836) 841,608
Shares issued under employee benefit
plans................................. 1 474 -- -- -- 475
Stock grants and options exercised...... 52 12,225 -- -- (247) 12,030
Purchase of treasury stock.............. -- -- -- -- (11,860) (11,860)
Currency translation adjustment......... -- -- -- (21,027) -- (21,027)
Net income.............................. -- -- 112,900 -- -- 112,900
------ -------- --------- ----------- -------- ----------
BALANCE, December 31, 1997.............. $5,270 $652,378 $ 313,216 $ (23,795) $(12,943) $ 934,126
====== ======== ========= =========== ======== ==========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
21
<PAGE>
WEATHERFORD ENTERRA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 1997
(IN THOUSANDS)
1997 1996 1995
------------ ------------ ------------
NET INCOME (LOSS).................... $ 112,900 $ 70,073 $ (10,558)
Income items not requiring
(providing) cash:
Depreciation and amortization...... 110,810 105,857 95,957
Non-cash portion of
acquisition-related costs and
other unusual charges........... -- -- 66,196
Deferred income tax provision
(benefit)....................... 11,548 12,103 (20,781)
Gain on sales of assets, net....... (16,704) (14,058) (12,503)
Other non-cash items, net.......... (3,079) (1,428) 409
Increase (decrease) in operating
cash flow resulting from:
Receivables, net.............. (37,229) (38,587) 16,277
Inventories, net.............. (39,681) (8,384) (12,603)
Payment of deferred loan
costs...................... -- (4,820) (892)
Prepayments and other......... 4,562 (922) (5,799)
Accounts payable and accrued
liabilities................ 25,800 15,868 (46,307)
Other long-term liabilities... (2,194) (7,024) 9,477
------------ ------------ ------------
CASH PROVIDED BY OPERATING
ACTIVITIES......................... 166,733 128,678 78,873
------------ ------------ ------------
Purchases of property, plant and
equipment.......................... (153,412) (148,656) (110,625)
Proceeds from sales of property,
plant and equipment................ 30,431 20,215 31,137
Proceeds from sales of businesses.... 68,798 40,481 9,493
Acquisitions, net of notes issued and
cash acquired...................... -- (16,278) (139,226)
Other net cash flows from investing
activities......................... (6,384) (15,388) (9,245)
------------ ------------ ------------
CASH USED IN INVESTING ACTIVITIES.... (60,567) (119,626) (218,466)
------------ ------------ ------------
Borrowings under credit facilities... 13,190 250,783 411,737
Repayment of borrowings.............. (115,374) (271,565) (283,346)
Net cash flows from currency hedging
transactions....................... 5,229 1,133 (2,719)
Purchase of treasury stock........... (11,860) -- --
Proceeds from stock option exercises,
sales of stock to employee benefit
plans and other.................... 12,752 11,046 6,268
------------ ------------ ------------
CASH (USED IN) PROVIDED BY FINANCING
ACTIVITIES......................... (96,063) (8,603) 131,940
------------ ------------ ------------
Effect of exchange rate changes on
cash............................... (784) (220) 4,347
------------ ------------ ------------
Increase (decrease) in cash and cash
equivalents........................ 9,319 229 (3,306)
Cash and cash equivalents at
beginning of year.................. 33,029 32,800 36,106
------------ ------------ ------------
Cash and cash equivalents at end of
year............................... $ 42,348 $ 33,029 $ 32,800
============ ============ ============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION:
Cash paid during the year for:
Interest........................... $ 19,588 $ 12,826 $ 14,396
Income taxes....................... 38,016 14,652 17,741
The accompanying notes are an integral part of these consolidated financial
statements.
22
<PAGE>
WEATHERFORD ENTERRA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION. The accompanying consolidated financial statements
include the accounts of Weatherford Enterra, Inc. and its subsidiaries (the
"Company" or "Weatherford") after elimination of all significant
intercompany accounts and transactions. The Company accounts for its 50% or
less-owned affiliates using the equity method. Weatherford is a diversified
international energy service and manufacturing company that provides a variety
of services and equipment to the exploration, production and transmission
sectors of the oil and gas industry.
ACCOUNTING 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 the disclosure of contingent assets and liabilities at the
balance sheet date and the reported amounts of revenues and expenses during the
reporting period. While actual results could differ from these estimates,
management believes that the estimates are reasonable.
CASH AND CASH EQUIVALENTS. The Company considers all highly liquid
investments purchased with an original maturity of three months or less to be
cash equivalents. The reported value of all financial instruments approximates
market value. Prepayments and other current assets at December 31, 1997 and 1996
included cash of approximately $3,436,000 and $1,656,000, respectively, which
was restricted as a result of exchange controls in certain foreign countries or
cash collateral requirements for performance bonds, letters of credit and
customs bonds.
INVENTORIES. Inventories, net of allowances, are valued at the lower of
cost (first-in, first-out or average) or market and are summarized as follows
(in thousands):
1997 1996
---------- ----------
Spare parts and components........... $ 56,686 $ 41,068
Raw materials........................ 29,920 28,734
Work in process...................... 19,904 26,902
Finished goods....................... 62,538 66,598
---------- ----------
$ 169,048 $ 163,302
========== ==========
Work in process and finished goods inventories include the costs of
materials, labor and plant overhead.
PROPERTY, PLANT AND EQUIPMENT. Property, plant and equipment is
depreciated on a straight-line basis over the estimated useful lives of the
assets. Estimated useful lives of assets are as follows:
Buildings and improvements........... 5-45 years
Rental and service equipment......... 3-15 years
Machinery and other equipment........ 3-15 years
Expenditures for major additions and improvements are capitalized while
minor replacements, maintenance and repairs are charged to expense as incurred.
When property is retired or otherwise disposed of, the cost and accumulated
depreciation are removed from the related accounts and any resulting gain or
loss is included in the consolidated statements of income. The Company evaluates
potential impairment of property, plant and equipment and other long-lived
assets on an ongoing basis as necessary whenever events or changes in
circumstances indicate that the carrying amounts may not be recoverable.
GOODWILL. Goodwill represents the excess of the aggregate price paid by
the Company in acquisitions accounted for as purchases over the fair market
value of the net assets acquired. Goodwill is amortized on a straight-line basis
generally over a period of 40 years. The Company evaluates potential impairment
of goodwill on an ongoing basis as necessary whenever events or changes in
circumstances indicate that the carrying amounts may not be recoverable.
Goodwill amortization expense totaled $7,713,000, $7,044,000
23
<PAGE>
WEATHERFORD ENTERRA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
and $5,852,000 during 1997, 1996 and 1995, respectively. Accumulated
amortization at December 31, 1997 and 1996 was $22,536,000 and $14,199,000,
respectively.
INCOME TAXES. The Company applies the liability method of accounting for
income taxes. Accordingly, deferred tax assets and liabilities are determined
based on the estimated future tax effects of differences between the financial
statement and tax bases of assets and liabilities given the provisions of
enacted tax laws.
The Company does not provide federal income taxes on the undistributed
earnings of certain of its foreign subsidiaries because it believes these
amounts are permanently invested outside the United States. The cumulative
amount of such undistributed earnings on which federal taxes have not been
provided was $173,502,000 at December 31, 1997. If these foreign earnings were
to be ultimately remitted, certain foreign withholding taxes would be payable
and U.S. federal income taxes payable at that time would be reduced by foreign
tax credits generated by the repatriation.
ENVIRONMENTAL EXPENDITURES. Environmental expenditures that relate to
ongoing business activities are expensed or capitalized, in accordance with the
Company's capitalization policy. Expenditures that relate to the remediation of
an existing condition caused by past operations, and which do not contribute to
current or future revenues, are expensed. Liabilities for these expenditures are
recorded when it is probable that obligations have been incurred and the costs
can be reasonably estimated. Estimates are based on currently available facts
and technology, presently enacted laws and regulations and the Company's prior
experience in remediation of contaminated sites. Liabilities included $5,203,000
and $10,263,000 of accrued environmental expenditures at December 31, 1997 and
1996, respectively.
FOREIGN CURRENCY TRANSLATION. The functional currency for most of the
Company's international operations is the applicable local currency. The
translation of the foreign currencies into U.S. dollars is performed for balance
sheet accounts using exchange rates in effect at the balance sheet date and for
income statement accounts using a weighted average exchange rate for the period.
The gains or losses resulting from such translation are included as a separate
component of stockholders' equity. Gains or losses resulting from foreign
currency transactions are included in the consolidated statements of income.
FOREIGN EXCHANGE CONTRACTS. The Company enters into foreign exchange
contracts only as a hedge against certain existing economic exposures, and not
for speculative or trading purposes. These contracts reduce exposure to currency
movements affecting existing assets and liabilities denominated in foreign
currencies, such exposure resulting primarily from trade receivables and
payables and intercompany loans. The future value of these contracts and the
related currency positions are subject to offsetting market risk resulting from
foreign currency exchange rate volatility. The counterparties to the Company's
foreign exchange contracts are creditworthy multinational commercial banks.
Management believes that the risk of counterparty nonperformance is immaterial.
At December 31, 1997 and 1996, the Company had contracts maturing within the
next 60 days to sell $36,802,000 and $50,942,000, respectively, in Norwegian
kroner, U.K. pounds sterling, Canadian dollars and Dutch guilders. Had such
respective contracts matured on December 31, 1997 and 1996, the Company's
required cash outlay would have been minimal.
REVENUE RECOGNITION. Revenues are generally recognized when services and
rentals are provided and when products and equipment are shipped. Proceeds from
customers for the cost of oilfield rental equipment that is damaged or lost
downhole are reflected as revenues.
EARNINGS (LOSS) PER COMMON SHARE. In the fourth quarter of 1997, the
Company adopted Statement of Financial Accounting Standards ("SFAS") No. 128,
"Earnings per Share." Accordingly, the Company's reported per share results
for prior periods have been restated. Basic earnings (loss) per common share is
computed by dividing net income (loss) by the weighted average number of shares
of Common Stock outstanding during the period. Diluted earnings per common share
for 1997 and 1996 also assume the
24
<PAGE>
WEATHERFORD ENTERRA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
exercise of employee stock options under the treasury stock method. Stock
options are not included in the 1995 computation because to do so would have
been anti-dilutive.
A reconciliation of the numerators and denominators of the basic and
diluted earnings per common share computations follows (in thousands except per
share amounts):
PER SHARE
NET INCOME SHARES AMOUNT
---------- --------- ---------
1997:
Basic earnings per common
share........................... $112,900 52,430 $ 2.15
=========
Employee stock options.......... -- 407
---------- ---------
Diluted earnings per common
share........................... $112,900 52,837 $ 2.14
========== ========= =========
1996:
Basic earnings per common
share........................... $ 70,073 51,722 $ 1.35
=========
Employee stock options.......... -- 375
---------- ---------
Diluted earnings per common
share........................... $ 70,073 52,097 $ 1.35
========== ========= =========
1995:
Basic and diluted loss per
common share.................... $(10,558) 50,681 $ (0.21)
========== ========= =========
CONCENTRATION OF CREDIT RISK. The Company grants credit to its customers,
which are primarily in the oil and gas industry. Credit risk with respect to
trade accounts receivable is generally diversified due to the large number of
entities comprising the Company's customer base and their dispersion across many
different countries. The Company performs periodic credit evaluations of its
customers and generally does not require collateral. The Company monitors its
exposure for credit losses and maintains an allowance for anticipated losses
(see Note 10).
STOCK-BASED COMPENSATION. SFAS No. 123, "Accounting for Stock-Based
Compensation," encourages, but does not require, companies to record
compensation cost for stock-based employee compensation plans at fair value. The
Company has elected to continue to account for stock-based compensation using
the intrinsic value method prescribed by Accounting Principles Board Opinion No.
25, "Accounting for Stock Issued to Employees". Accordingly, compensation cost
for stock options is measured as the excess, if any, of the quoted market price
of the Company's Common Stock at the date of grant over the option exercise
price (see Note 5).
NEW ACCOUNTING PRONOUNCEMENTS. In June 1997, the Financial Accounting
Standards Board (the "FASB") issued SFAS No. 130, "Reporting Comprehensive
Income", which establishes standards for reporting and financial statement
display of comprehensive income. SFAS No. 130 is effective January 1, 1998. Had
SFAS No. 130 been adopted in 1997, the year-to-date change in cumulative
translation adjustment would have been added to net income to calculate
comprehensive income.
In June 1997, the FASB issued SFAS No. 131, "Disclosures about Segments of
an Enterprise and Related Information", which requires segment information to
be reported on a basis consistent with that used internally for evaluating
resource allocation and segment performance. The Company will adopt SFAS No. 131
in 1998 and is currently evaluating its method of reporting segment information.
In 1998, the FASB issued SFAS No. 132, "Employers' Disclosures about
Pensions and Other Postretirement Benefits", which standardizes disclosure
requirements for pensions and other postretirement benefits. The Company is
required to adopt SFAS No. 132 in 1998. Had the Company adopted SFAS No. 132 at
December 31, 1997, it would have had no impact on the consolidated financial
statements.
25
<PAGE>
WEATHERFORD ENTERRA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
RECLASSIFICATIONS. Certain reclassifications were made to previously
reported amounts in the consolidated financial statements and notes to make them
consistent with the current presentation.
(2) ACQUISITIONS, MERGERS AND DIVESTITURES
Results of operations for business combinations accounted for as purchases
are included in the accompanying consolidated financial statements since the
date of acquisition. With respect to business combinations accounted for as
poolings of interests, the consolidated financial statements have been restated
for all periods presented as if the companies had been combined since inception.
NODECO. On May 23, 1996, the Company acquired the business and assets of
Nodeco AS, a Norwegian company, and its wholly-owned subsidiary, Aarbakke AS
(collectively, "Nodeco"), in a transaction accounted for as a purchase. Nodeco
designs, manufactures, sells and rents oil and gas well completion products
primarily consisting of liner hanger equipment and related services, as well as
pump packers. The Company paid cash of $14,393,000 net of cash acquired, issued
750,000 shares of its Common Stock and assumed all liabilities of Nodeco,
totaling $12,109,000.
ENERGY INDUSTRIES. On December 15, 1995, the Company acquired
substantially all of the assets of the natural gas compression business of
Energy Industries, Inc. and Zapata Energy Industries, L.P. (collectively,
"Energy Industries") in a transaction accounted for as a purchase. Energy
Industries was engaged in the business of fabricating, selling, installing,
renting and servicing natural gas compressor units used in the oil and gas
industry. The Company paid approximately $130,000,000 in cash and assumed
certain liabilities totaling approximately $12,485,000.
ENTERRA. On October 5, 1995, the Company completed a merger with Enterra
Corporation ("Enterra"), a worldwide provider of specialized services and
products to the oil and gas industry through its oilfield, pipeline and gas
compression services businesses. The Company issued approximately 23,668,000
shares of Common Stock in exchange for all the outstanding shares of Enterra
common stock. The merger was accounted for as a pooling of interests. In
connection with the Enterra merger, the Company recorded acquisition-related
costs totaling $59,900,000 (see Note 8).
OTHER ACQUISITIONS. During 1996 and 1995, the Company acquired several
businesses in addition to those mentioned above in transactions accounted for as
purchases. The impact of these acquisitions on reported results of operations,
on a pro forma basis, was not material to the Company's consolidated results of
operations.
DIVESTITURES. During 1997, 1996 and 1995, the Company sold certain
non-core businesses which did not fit into the long-term strategy of the
Company. Such businesses included CRC-Evans Pipeline International, Inc., Arrow
Completion Systems, Inc., Total Engineering Services Team, Inc. and several
others (see Note 9). Cash proceeds from these transactions totaled $68,798,000,
$40,481,000 and $9,493,000 in 1997, 1996 and 1995, respectively, and were
primarily used to repay bank debt.
26
<PAGE>
WEATHERFORD ENTERRA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(3) DEBT
Debt consisted of the following (in thousands):
1997 1996
---------- ----------
7 1/4% Notes......................... $ 200,000 $ 200,000
Bank term loan....................... -- 95,950
Foreign bank debt, denominated in
foreign currencies................. 8,152 11,231
Other indebtedness................... 3,795 8,593
---------- ----------
211,947 315,774
Less -- Amounts due within one
year............................... 2,823 24,508
---------- ----------
$ 209,124 $ 291,266
========== ==========
The Company has outstanding $200,000,000 of 7 1/4% notes due May 15, 2006
(the "7 1/4% Notes"). Interest on the 7 1/4% Notes is payable semi-annually on
May 15 and November 15 of each year.
On October 24, 1997, the Company amended its primary bank credit facility,
extending its $200,000,000 revolving credit facility (the "Revolving Credit
Facility") through October 24, 2002, reducing interest rates and fees and
improving other terms and conditions. The balance outstanding under the bank
term loan was repaid earlier in 1997. Amounts outstanding under the Revolving
Credit Facility accrue interest at a variable rate, ranging from 0.25% to 0.625%
above a specified Eurodollar rate, depending on the credit ratings assigned to
the 7 1/4% Notes. A commitment fee ranging from 0.09% to 0.20% per annum,
depending on the credit ratings assigned to the 7 1/4% Notes, is payable
quarterly on the unused portion of the Revolving Credit Facility. The Company is
required under the Revolving Credit Facility to maintain certain financial
ratios, including a maximum debt-to-capitalization ratio of 50%.
Maturities of the Company's debt at December 31, 1997 were as follows (in
thousands):
1998.................................... $ 2,823
1999.................................... 6,525
2000.................................... 579
2001.................................... 647
2002.................................... 682
Thereafter.............................. 200,691
----------
$ 211,947
==========
At December 31, 1997, the Company had $200,000,000 available to borrow
under the Revolving Credit Facility. The Company also has various credit
facilities available only for stand-by letters of credit and bid and performance
bonds, pursuant to which funds are available to the Company to secure
performance obligations and certain retrospective premium adjustments under
insurance policies. The Company had a total of $13,019,000 of letters of credit
and bid and performance bonds outstanding at December 31, 1997.
(4) INCOME TAXES
The components of income (loss) before income taxes were as follows (in
thousands):
1997 1996 1995
---------- ---------- ----------
Foreign................................. $ 60,722 $ 52,529 $ 23,853
United States........................... 114,851 52,318 (38,807)
---------- ---------- ----------
$ 175,573 $ 104,847 $ (14,954)
========== ========== ==========
27
<PAGE>
WEATHERFORD ENTERRA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The income tax provision (benefit) was comprised of the following (in
thousands):
1997 1996 1995
---------- ---------- ----------
Current:
Foreign............................ $ 26,812 $ 18,729 $ 15,439
U.S. federal and state income
taxes............................ 24,313 3,942 946
---------- ---------- ----------
Total current................. 51,125 22,671 16,385
---------- ---------- ----------
Deferred:
Foreign............................ 2,562 478 3,038
U.S. federal....................... 8,986 11,625 (23,819)
---------- ---------- ----------
Total deferred................ 11,548 12,103 (20,781)
---------- ---------- ----------
$ 62,673 $ 34,774 $ (4,396)
========== ========== ==========
The consolidated provision (benefit) for income taxes differs from the
provision (benefit) computed at the statutory U.S. federal income tax rate of
35% for the following reasons (in thousands):
1997 1996 1995
--------- --------- ----------
Tax provision (benefit) at U.S.
statutory rate..................... $ 61,451 $ 36,696 $ (5,234)
Foreign income, taxed at more than
U.S. statutory rate................ 8,120 715 7,687
Intercompany dividends............... 1,001 -- 557
Benefit of U.S. NOL carryforwards and
other credits...................... (7,719) (9,550) (15,299)
Nondeductible goodwill............... 3,051 1,601 1,601
Nondeductible expenses related to
acquisitions....................... -- -- 3,307
U.S. alternative minimum taxes and
state income taxes................. 868 3,942 946
Other................................ (4,099) 1,370 2,039
--------- --------- ----------
$ 62,673 $ 34,774 $ (4,396)
========= ========= ==========
On the accompanying consolidated balance sheets, current deferred tax
assets and liabilities are netted within each tax jurisdiction. The components
of the net deferred tax assets (liabilities) shown on the consolidated balance
sheets are as follows (in thousands):
1997 1996
---------- ----------
Current deferred tax assets.......... $ 11,470 $ 22,450
Valuation allowance, current......... (204) (2,360)
Non-current deferred tax assets...... 15,063 26,806
Valuation allowance, non-current..... (2,300) (7,864)
---------- ----------
Total deferred tax assets....... 24,029 39,032
---------- ----------
Current deferred tax liabilities..... (1,043) (2,867)
Non-current deferred tax
liabilities........................ (27,401) (34,728)
---------- ----------
Total deferred tax
liabilities................... (28,444) (37,595)
---------- ----------
Net deferred tax assets
(liabilities)...................... $ (4,415) $ 1,437
========== ==========
28
<PAGE>
WEATHERFORD ENTERRA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The change in the valuation allowance in 1997 and 1996 primarily relates to
utilization of U.S. net operating loss ("NOL") and tax credit carryfowards and
management's assessment that future taxable income will be sufficient to enable
the Company to utilize remaining NOL and tax credit carryforwards. The tax
effects of significant temporary differences giving rise to deferred tax assets
(liabilities) are as follows (in thousands):
1997 1996
---------- ----------
NOL and tax credit carryforwards..... $ 12,347 $ 24,990
Depreciation and amortization........ (24,896) (18,939)
Financial reserves and accruals not
yet deductible..................... 9,127 19,426
Other differences between financial
and tax bases of assets and
liabilities........................ 1,511 (13,816)
Valuation allowances................. (2,504) (10,224)
---------- ----------
$ (4,415) $ 1,437
========== ==========
The Company has U.S. NOL carryforwards available to reduce future U.S.
taxable income of $6,973,000 expiring between 1999 and 2009, of which $2,558,000
is limited pursuant to Section 382 of the U.S. Internal Revenue Code.
(5) COMMON STOCK AND STOCK-BASED COMPENSATION PLANS
COMMON STOCK. In December 1997, the Board of Directors instituted a stock
repurchase program under which the Company is authorized to purchase up to
$100,000,000 of Common Stock from time to time in open market transactions or in
privately negotiated transactions. Pursuant to this program, the Company
purchased 289,200 shares of Common Stock in December 1997 at an average cost of
$41.01 per share. During the two-month period ended February 28, 1998, the
Company purchased 1,040,300 shares of Common Stock at an average cost of $35.98
per share.
STOCK OPTION PLANS. The Company has a number of stock option plans
pursuant to which officers and other key employees may be granted options to
purchase shares of Common Stock at fair market value. Options generally become
exercisable in three annual installments, commencing one year after the date of
grant. Unexercised options expire ten years after the date of grant. In
addition, the Company has a Non-Employee Director Stock Option Plan (the
"Director Option Plan") pursuant to which each non-employee director receives
upon initial election as a director an option to purchase 2,500 shares and, at
each annual meeting thereafter, an additional option to purchase 2,000 shares of
Common Stock, in each case at fair market value. Options granted under the
Director Option Plan become exercisable six months after the date of grant, and
unexercised options expire ten years after the date of grant. Enterra had a
similar plan, pursuant to which directors of Enterra received immediately
exercisable options to purchase shares of Enterra common stock at fair market
value. All outstanding options under the Enterra director plan were exercised
prior to the Enterra merger.
29
<PAGE>
WEATHERFORD ENTERRA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The following table summarizes activity related to stock option plans of
the Company:
<TABLE>
<CAPTION>
NUMBER OF SHARES
--------------------------
NON-EMPLOYEE WEIGHTED AVERAGE
EMPLOYEES DIRECTORS EXERCISE PRICE
--------- ------------- ----------------
<S> <C> <C> <C>
Outstanding, December 31, 1994....... 978,935 59,150 $16.06
Granted.............................. 953,985 58,075 20.89
Exercised............................ (220,284) (88,725) 16.02
Terminated........................... (424,404) -- 17.03
--------- -------------
Outstanding, December 31, 1995....... 1,288,232 28,500 18.72
Granted.............................. 325,650 3,000 31.59
Exercised............................ (238,665) (11,500) 19.09
Terminated........................... (376,977) -- 21.93
--------- -------------
Outstanding, December 31, 1996....... 998,240 20,000 21.79
Granted.............................. 446,250 16,500 30.74
Exercised............................ (375,697) (3,000) 19.52
Terminated........................... (50,429) -- 26.02
--------- -------------
Outstanding, December 31, 1997....... 1,018,364 33,500 $26.41
========= =============
Shares available for future issuance,
December 31, 1997.................. 1,702,782 45,500
========= =============
Exercisable, December 31, 1995....... 432,494 21,000 $15.49
Exercisable, December 31, 1996....... 398,569 20,000 15.92
Exercisable, December 31, 1997....... 322,822 33,500 20.40
</TABLE>
The following table summarizes information about stock options outstanding
at December 31, 1997:
<TABLE>
<CAPTION>
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
------------------------------------------ --------------------------
AVERAGE WEIGHTED WEIGHTED
RANGE OF NUMBER REMAINING AVERAGE NUMBER AVERAGE
EXERCISE PRICES OUTSTANDING LIFE PRICE EXERCISABLE PRICE
- ------------------------------------- ----------- --------- -------- ----------- --------
<S> <C> <C> <C> <C> <C>
$ 6.75 to $15.75 110,185 4.4 years $13.14 108,767 $13.16
17.50 to 19.75 190,924 6.8 years 18.97 148,461 19.10
21.30 to 30.63 353,893 8.0 years 28.99 20,266 23.04
30.75 to 31.56 396,862 8.6 years 31.37 78,828 32.15
----------- -----------
$ 6.75 to $31.56 1,051,864 7.6 years $26.41 356,322 $20.40
=========== ===========
</TABLE>
The weighted average fair values of options granted during 1997, 1996 and
1995 were $12.96, $14.46 and $8.53 per share, respectively. The fair values were
estimated using the Black-Scholes option-pricing model with the following
weighted average assumptions for 1997, 1996 and 1995, respectively: expected
volatility of 42%, 50% and 52% (38% for options issued by Enterra prior to the
merger), risk free interest rates of 6.07%, 5.13% and 6.85% (7% for options
issued by Enterra prior to the merger), expected lives of four years and zero
dividend yield. If the fair value-based method of accounting under SFAS No. 123
had been applied, the Company's pro forma net income (loss) and diluted earnings
(loss) per share would have been, respectively, $110,765,000 and $2.10 in 1997,
$68,412,000 and $1.31 in 1996 and $(11,926,000) and $(0.23) in 1995. As the
disclosure requirements of SFAS No. 123 are not applicable to options granted
prior to 1995, the pro forma effects for 1997, 1996 and 1995 are not indicative
of the pro forma effects in future years.
In addition to the options in the above table, the Company granted options
to purchase 84,500, 45,337 and 34,200 shares of Common Stock in 1995, 1994 and
1991, respectively, to former directors and former
30
<PAGE>
WEATHERFORD ENTERRA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
employees of acquired companies and to a former officer of the Company. These
options were granted pursuant to separate agreements and are not covered by an
option plan. Exercises of such options totaled 22,816, 16,483 and 40,334 shares
in 1997, 1996 and 1995, respectively, and 67,600 of such options were
outstanding and exercisable at December 31, 1997 at a weighted average exercise
price of $25.75 per share.
STOCK APPRECIATION RIGHTS PLAN. The Company has a stock appreciation
rights plan (the "SAR Plan") pursuant to which certain officers and other key
employees were granted stock appreciation units ("SARs"). The SAR Plan was
amended in 1992 to provide that no additional grants would be made. SARs were
awarded in connection with stock options granted under one of the Company's
stock option plans and can be exercised only if the related stock option is
exercised. Compensation expense is recorded based on the increase in the market
price of the Company's Common Stock since the date of grant. At December 31,
1997, there were 15,543 SARs outstanding, all of which were vested, at an
average price of $10.41 per SAR. During 1997, 1996 and 1995, the Company
recognized compensation expense of $700,000, $225,000 and $121,000,
respectively, in connection with SARs.
STOCK BONUS PLAN. The Company has a stock bonus plan (the "Bonus Plan"),
pursuant to which officers and certain other key employees of the Company may be
granted shares of Common Stock. The market value of shares granted under the
Bonus Plan is recorded as compensation expense on the date of grant. With
respect to the Bonus Plan, the Company granted 2,485 and 21,391 shares in 1997
and 1996, respectively, and recognized compensation expense of $110,000 and
$675,000 during 1997 and 1996, respectively. The Company granted no shares under
the Bonus Plan in 1995. There were 1,303 shares available for future grants
under the Bonus Plan at December 31, 1997.
RESTRICTED STOCK PLANS. The Company has a restricted stock plan for
certain officers of the Company (the "Restricted Plan") and a restricted stock
plan for non-employee directors (the "Director Restricted Plan"; collectively,
the "Restricted Stock Plans"), pursuant to which shares of Common Stock may be
granted. Shares granted under the Restricted Stock Plans are subject to certain
restrictions on ownership and transferability when granted. Restrictions
applicable to shares granted under the Restricted Plan lapse in part based on
continued employment and in part based on Company performance. Restrictions
applicable to shares granted under the Director Restricted Plan lapse in three
equal annual installments, commencing one year after the date of grant. The
compensation related to the restricted stock grants is deferred and amortized to
expense on a straight-line basis over the period of time the restrictions are in
place, and the unamortized
31
<PAGE>
WEATHERFORD ENTERRA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
portion is classified as a reduction of paid-in capital in the accompanying
consolidated balance sheets. The following table provides a summary of activity
related to the Restricted Stock Plans:
NUMBER OF SHARES
--------------------------
NON-EMPLOYEE
EMPLOYEES DIRECTORS
---------- ------------
Outstanding, December 31, 1994.......... 53,832 --
Granted (market price: $18.50 per
share)................................ 29,500 --
Restrictions terminated................. (47,193) --
---------- ------------
Outstanding, December 31, 1995.......... 36,139 --
Granted (market price: $31.56 per
share)................................ 31,000 --
Restrictions terminated................. (37,735) --
---------- ------------
Outstanding, December 31, 1996.......... 29,404 --
Granted (average market price: $32.08
per share)............................ 91,041 10,838
Restrictions terminated................. (27,030) --
---------- ------------
Outstanding, December 31, 1997.......... 93,415 10,838
========== ============
Shares available for future grants at
December 31, 1997..................... 38,396 239,162
========== ============
Compensation expense:
1997............................... $1,146,000 $120,000
1996............................... 418,000 --
1995............................... 392,000 --
Deferred compensation at December 31:
1997............................... $3,095,000 $352,000
1996............................... 1,445,000 --
STOCK PURCHASE PLAN. The Company has an employee stock purchase plan (the
"ESPP"), pursuant to which eligible employees can purchase shares of Common
Stock through payroll deductions. The Company matches a specified percentage of
the employee contributions made to the ESPP. Company matching contributions to
the ESPP totaled $162,000, $88,000 and $48,000 during 1997, 1996 and 1995,
respectively. There were 51,015 shares available for future purchases under the
ESPP at December 31, 1997.
(6) RETIREMENT AND EMPLOYEE BENEFIT PLANS
The Company has defined benefit and defined contribution pension plans
covering substantially all U.S. employees and certain international employees.
Plan benefits are generally based on years of service and average compensation
levels. The Company's funding policy is to contribute, at a minimum, the annual
amount required under applicable governmental regulations. With respect to
certain international plans, the Company has purchased irrevocable annuity
contracts to settle certain benefit obligations. Plan assets are invested
primarily in equity and fixed income mutual funds.
32
<PAGE>
WEATHERFORD ENTERRA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Pension expense related to the Company's defined contribution pension plans
totaled $2,806,000, $3,200,000 and $4,489,000 in 1997, 1996 and 1995,
respectively. Pension expense related to the Company's defined benefit pension
plans included the following components (in thousands):
1997 1996 1995
--------- --------- ---------
Service cost -- benefits earned
during the period.................... $ 961 $ 1,248 $ 692
Interest cost on projected benefit
obligation........................... 386 427 365
Actual return on plan assets......... (391) (466) (354)
Net amortization and deferral........ 48 213 115
--------- --------- ---------
$ 1,004 $ 1,422 $ 818
========= ========= =========
The following table sets forth the funded status of the Company's defined
benefit pension plans and the assumptions used in computing such information (in
thousands, except percentages):
U.S. PLANS NON-U.S. PLANS
-------------------- --------------------
1997 1996 1997 1996
--------- --------- --------- --------
Actuarial present value of benefit
obligations:
Vested benefit obligation........... $ 1,356 $ 1,257 $ 3,053 $ 2,933
========= ========= ========= ========
Accumulated benefit obligation...... $ 1,599 $ 1,902 $ 3,531 $ 3,388
========= ========= ========= ========
Projected benefit obligation........ $ 1,599 $ 2,026 $ 4,261 $ 4,192
Plan assets at fair value........... 1,487 1,383 2,553 2,194
--------- --------- --------- --------
Projected benefit obligation in
excess of plan assets............. (112) (643) (1,708) (1,998)
Unrecognized prior service cost..... (620) (637) 124 158
Unrecognized net (gain) loss........ 457 592 (758) (775)
Unrecognized transition obligation.. -- -- 81 125
--------- --------- --------- --------
Unfunded accrued pension cost....... (275) (688) (2,261) (2,490)
Adjustment for minimum liability.... -- (9) -- --
--------- --------- --------- --------
Pension liability................... $ (275) $ (697) $ (2,261) $ (2,490)
========= ========= ========= ========
Assumed discount rates.............. 7.25% 7.25% 6.0-8.0% 6.5-8.0%
Assumed rates of increase in
compensation levels............... 4.0% 4.0% 3.7-5.0% 3.7-5.0%
Assumed expected long-term rate of
return
on plan assets.................... 8.0% 8.0% 8.0% 8.0%
(7) COMMITMENTS AND CONTINGENCIES
Aggregate minimum rental commitments under noncancelable operating leases
with lease terms in excess of one year as of December 31, 1997 were as follows
(in thousands):
1998................................. $ 10,535
1999................................. 11,449
2000................................. 6,596
2001................................. 5,235
2002 4,709
Thereafter........................... 32,311
---------
$ 70,835
=========
The Company incurred total rental expense under operating leases of
$20,902,000, $21,197,000 and $18,499,000 in 1997, 1996 and 1995, respectively.
33
<PAGE>
WEATHERFORD ENTERRA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The Company is involved in certain claims and lawsuits arising in the
normal course of business. In the opinion of management, the likelihood that
uninsured losses, if any, resulting from the ultimate resolution of these
matters will have a material adverse effect on the financial position, results
of operations or liquidity of the Company is remote.
(8) ACQUISITION-RELATED COSTS AND OTHER UNUSUAL CHARGES
During the second quarter of 1995, management of Enterra made certain
strategic decisions which resulted in $28,282,000 of unusual charges. Such
charges included a $10,041,000 writedown to fair value, based on management's
estimation of net sales price, related to three businesses to be sold. The
remaining second quarter unusual charges of $18,241,000 consisted primarily of
asset writedowns related to certain excess facilities, equipment and
inventories, as well as estimated costs in connection with the closure of
certain pipeline businesses and the consolidation of certain oilfield service
administrative and operating facilities. This restructuring resulted in
reductions of approximately 120 employees.
During the fourth quarter of 1995, the Company recorded expenses of
$59,900,000 related to the merger with Enterra and the financial impact of
management decisions related to the future operations of the combined company.
The acquisition-related costs primarily consisted of transaction costs,
severance and termination agreements with former officers and employees,
facility closure costs primarily to consolidate the oilfield service operations
and administrative functions (reducing approximately 600 employees), and the
reduction in recorded value of certain assets that had diminished future value
in the operations of the combined company.
A summary of the 1995 acquisition-related costs and other unusual charges
follows (in thousands):
Enterra merger transaction-related
costs................................ $ 18,800
Severance and termination costs...... 12,488
Facility closure and consolidation
costs................................ 20,943
Writedowns of assets to be sold...... 12,281
Other asset writedowns............... 21,972
Other................................ 1,698
---------
$ 88,182
=========
(9) SEGMENT INFORMATION
The Company is a diversified international energy service and manufacturing
company that provides a variety of services and equipment to the exploration,
production and transmission sectors of the oil and gas industry. The Company
operates in three industry segments -- oilfield services, oilfield products and
gas compression. During 1996 and 1995, management of the Company made strategic
decisions to dispose of certain non-core businesses, which are presented
separately and described as "Other Businesses" (see Note 2).
Revenues by industry segment and geographic area include both revenues from
unaffiliated customers and intersegment revenues from related companies. The
price at which intercompany sales are made is generally based on the selling
price to unaffiliated customers less a discount or the direct product cost plus
a mark-up. Indirect expenses have been allocated to industry segments in
proportion to outside revenues.
34
<PAGE>
WEATHERFORD ENTERRA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Export sales from the United States to unaffiliated customers in other
geographic areas were as follows (in thousands):
1997 1996 1995
--------- --------- ---------
Europe/Commonwealth of Independent
States............................... $ 15,839 $ 27,523 $ 10,904
Canada............................... 10,754 11,334 14,729
Africa............................... 9,162 26,079 17,792
Middle East.......................... 10,106 7,494 3,843
Asia-Pacific......................... 9,535 12,364 11,242
Latin America........................ 9,293 7,247 5,552
Other................................ 11 2,714 1,403
--------- --------- ---------
$ 64,700 $ 94,755 $ 65,465
========= ========= =========
Information with respect to industry and geographic segments follows (in
thousands):
<TABLE>
<CAPTION>
CORPORATE
OILFIELD OILFIELD GAS OTHER AND
SERVICES PRODUCTS COMPRESSION BUSINESSES ELIMINATIONS CONSOLIDATED
-------- -------- ----------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
1997:
Outside revenues................... $645,906 $182,311 $ 178,896 $ 76,852 $ -- $ 1,083,965
Intersegment revenues.............. -- 27,895 -- -- (27,895) --
Operating income (loss)............ 152,668 39,129 13,723 440 (12,878) 193,082
Identifiable assets................ 664,655 203,342 441,758 -- 68,240 1,377,995
Depreciation and amortization...... 75,582 8,265 21,666 1,541 3,756 110,810
Capital expenditures............... 104,518 10,603 35,705 940 1,646 153,412
1996:
Outside revenues................... $520,195 $149,713 $ 154,503 $ 170,057 $ -- $ 994,468
Intersegment revenues.............. -- 31,020 -- -- (31,020) --
Operating income (loss)............ 93,644 23,388 7,833 8,849 (7,958) 125,756
Identifiable assets................ 646,915 187,002 414,969 97,646 51,191 1,397,723
Depreciation and amortization...... 70,552 6,264 23,554 4,787 700 105,857
Capital expenditures............... 99,570 10,569 30,392 8,125 -- 148,656
1995:
Outside revenues................... $470,085 $115,399 $ 94,386 $ 179,037 $ -- $ 858,907
Intersegment revenues.............. -- 20,537 -- 49 (20,586) --
Acquisition-related costs and other
unusual charges................. 31,715 15,745 -- 11,711 29,011 88,182
Operating income (loss)............ 41,849 (13,253) 7,788 2,010 (38,212) 182
Identifiable assets................ 556,125 120,777 396,465 121,177 64,316 1,258,860
Depreciation and amortization...... 65,217 5,519 14,421 9,070 1,730 95,957
Capital expenditures............... 83,849 2,731 16,246 7,657 142 110,625
</TABLE>
35
<PAGE>
WEATHERFORD ENTERRA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
<TABLE>
<CAPTION>
CORPORATE
UNITED OTHER AND
STATES CANADA EUROPE AFRICA INTERNATIONAL ELIMINATIONS
-------- -------- -------- -------- ------------- ------------
<S> <C> <C> <C> <C> <C> <C>
1997:
Outside revenues................... $601,522 $104,983 $147,809 $ 70,037 $ 159,614 $ --
Intersegment revenues.............. 26,827 -- 19,917 5,601 1,901 (54,246)
Operating income (loss)............ 132,958 17,346 32,424 14,658 8,574 (12,878)
Identifiable assets................ 762,592 82,120 187,202 63,677 214,164 68,240
Capital expenditures............... 84,829 12,381 17,286 10,919 26,351 1,646
1996:
Outside revenues................... $579,024 $ 78,497 $145,126 $ 72,457 $ 119,364 $ --
Intersegment revenues.............. 27,966 566 9,848 5,452 1,860 (45,692)
Operating income (loss)............ 72,042 12,557 19,470 15,028 14,617 (7,958)
Identifiable assets................ 828,930 69,391 201,137 67,856 179,218 51,191
Capital expenditures............... 85,729 12,105 15,955 9,437 25,430 --
1995:
Outside revenues................... $471,672 $106,491 $110,065 $ 57,450 $ 113,229 $ --
Intersegment revenues.............. 10,091 167 6,049 -- 1,638 (17,945)
Acquisition-related costs
and other unusual charges....... 43,276 2,850 4,302 624 8,119 29,011
Operating income (loss)............ 5,745 11,382 3,088 13,912 4,267 (38,212)
Identifiable assets................ 790,625 73,368 141,673 40,299 148,579 64,316
Capital expenditures............... 59,474 9,953 9,605 5,655 25,796 142
</TABLE>
CONSOLIDATED
------------
1997:
Outside revenues................... $ 1,083,965
Intersegment revenues.............. --
Operating income (loss)............ 193,082
Identifiable assets................ 1,377,995
Capital expenditures............... 153,412
1996:
Outside revenues................... $ 994,468
Intersegment revenues.............. --
Operating income (loss)............ 125,756
Identifiable assets................ 1,397,723
Capital expenditures............... 148,656
1995:
Outside revenues................... $ 858,907
Intersegment revenues.............. --
Acquisition-related costs
and other unusual charges....... 88,182
Operating income (loss)............ 182
Identifiable assets................ 1,258,860
Capital expenditures............... 110,625
(10) VALUATION ALLOWANCES
Activity in the Company's allowance for doubtful accounts, deducted from
receivables in the consolidated balance sheets, was as follows (in thousands):
1997 1996 1995
--------- --------- ---------
Balance at beginning of year............ $ 16,241 $ 15,942 $ 11,240
Additions charged to costs and
expenses.............................. 12,858 4,122 6,499
Deductions for uncollectible receivables
written off........................... (6,441) (4,842) (1,878)
Translation and other, net.............. (191) 1,019 81
--------- --------- ---------
Balance at end of year.................. $ 22,467 $ 16,241 $ 15,942
========= ========= =========
Activity in the Company's allowance for obsolete or slow-moving
inventories, deducted from inventories in the consolidated balance sheets, was
as follows (in thousands):
1997 1996 1995
--------- --------- ---------
Balance at beginning of year............ $ 21,261 $ 23,760 $ 16,470
Additions charged to costs and
expenses.............................. 2,987 897 10,683
Deductions for inventories written
off................................... (7,041) (3,632) (3,520)
Translation and other, net.............. (536) 236 127
--------- --------- ---------
Balance at end of year.................. $ 16,671 $ 21,261 $ 23,760
========= ========= =========
36
<PAGE>
WEATHERFORD ENTERRA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(11) UNAUDITED QUARTERLY FINANCIAL DATA (IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
FIRST SECOND THIRD FOURTH
QUARTER QUARTER QUARTER QUARTER YEAR
-------- -------- -------- -------- ------------
<S> <C> <C> <C> <C> <C>
1997:
Revenues........................... $267,113 $266,835 $274,382 $275,635 $ 1,083,965
Gross profit....................... 85,542 87,821 91,094 92,968 357,425
Operating income................... 40,882 46,020 50,954 55,226 193,082
Income before income taxes......... 35,449 41,185 46,929 52,010 175,573
Net income......................... 22,952 26,795 30,434 32,719 112,900
Basic earnings per share........... $ 0.44 $ 0.51 $ 0.57 $ 0.63 $ 2.15
Diluted earnings per share......... 0.44 0.51 0.57 0.62 2.14
1996:
Revenues........................... $218,841 $233,782 $259,070 $282,775 $ 994,468
Gross profit....................... 60,319 62,727 76,545 80,531 280,122
Operating income................... 23,784 26,936 35,864 39,172 125,756
Income before income taxes......... 19,281 21,892 30,153 33,521 104,847
Net income......................... 13,477 14,898 19,828 21,870 70,073
Basic earnings per share........... $ 0.26 $ 0.29 $ 0.38 $ 0.42 $ 1.35
Diluted earnings per share......... 0.26 0.29 0.38 0.42 1.35
</TABLE>
(12) SUBSEQUENT EVENT (UNAUDITED)
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.
37
<PAGE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE MATTERS.
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
INFORMATION CONCERNING DIRECTORS
The following table sets forth certain information concerning directors of
the Company. Unless otherwise indicated, each person has held the position
shown, or has been associated with the named employer in an executive capacity,
for more than five years.
<TABLE>
<CAPTION>
TERM
NAME COMPANY POSITION AGE DIRECTOR SINCE EXPIRES
----------------- --- ------------------ --------
<S> <C> <C> <C> <C>
Thomas N. Amonett....................... Director 54 May 27, 1974 1998
Thomas R. Bates, Jr..................... Director 48 June 1, 1997 1998
Philip Burguieres....................... Director 53 April 23, 1991 1999
Thomas J. Edelman....................... Director 47 March 11, 1997 1998
William E. Greehey...................... Director 60 May 25, 1984 1999
John A. Hill............................ Director 56 October 5, 1995 2000
John W. Johnson......................... Director 53 November 19, 1991 2000
Robert K. Moses, Jr..................... Director 57 May 12, 1978 1998
William E. Macaulay..................... Director 52 October 5, 1995 2000
Roger M. Widmann........................ Director 58 October 5, 1995 1999
</TABLE>
Mr. Amonett has served as a director and as President and Chief Executive
Officer of American Residential Services, Inc., a Houston, Texas-based company
that provides maintenance, repair, replacement and new equipment installation
services for heating, ventilating and air conditioning, plumbing, electrical and
indoor air quality systems and major home appliances, since September 1996 and
October 31, 1997, respectively. Mr. Amonett served as Acting President and Chief
Executive Officer of the Company from July 26, 1996 until May 31, 1997. From
July 1992 to July 1996, Mr. Amonett served as President of Reunion Industries,
Inc., a Houston, Texas-based company primarily engaged in the manufacture of
high volume, precision plastic products and the providing of engineered plastic
services, oil and gas exploration, development and production and wine grape
vineyard development ("Reunion"). Mr. Amonett also was Of Counsel with
Fulbright & Jaworski L.L.P., Attorneys at Law, Houston, Texas, from September
1986 to July 1992. He serves as a director of Home U.S.A., Inc., a Houston,
Texas-based company engaged in independent national distribution of manufactured
homes; Reunion; PetroCorp, Incorporated, a Houston, Texas-based company engaged
in oil and gas exploration and production; and Air-Cure Technologies, Inc.
(n/k/a ITEQ, Inc.), a Houston, Texas-based company that provides manufactured
equipment and engineered systems used in the processing, treatment and movement
of gases and liquids. Mr. Amonett served as Chairman of the Board of the Company
from May 1986 to May 1989.
Mr. Bates joined the Company on June 1, 1997 as a director and President
and Chief Executive Officer. From 1982 until May 31, 1997, he held various
management positions at Schlumberger Limited in its Anadrill and Sedco Forex
divisions serving as President of Anadrill from 1992 until May 1997.
Mr. Burguieres has been a director of the Company since April 1991 and has
served as Chairman of the Board of the Company since December 1992. From April
1991 to October 1996, he also served as President and Chief Executive Officer of
the Company. Mr. Burguieres serves as a director of Denali Incorporated, a
Houston, Texas-based provider of products and services for handling critical
fluids; McDermott International, Inc., a New Orleans, Louisiana-based company
engaged in the fabrication of oilfield equipment; Chase Bank of Texas, N.A., a
national banking organization; TransAmerican Waste Industries, Inc., a Houston,
Texas-based company engaged in the processing and disposal of non-hazardous
38
<PAGE>
industrial and municipal waste ("TransAmerican Waste"); and Drilex
International Inc., a Houston, Texas-based company engaged in providing products
and services used in precision drilling of oil and gas wells.
Mr. Edelman has served as Chairman of the Board, President and Chief
Executive Officer of Patina Oil & Gas Corporation, a Denver, Colorado-based
company engaged in oil and gas exploration and production ("Patina") since its
formation in May 1996. He co-founded Snyder Oil and was its President and a
director from 1981 through February 1997. Mr. Edelman serves as Chairman of the
Board of Lomak Petroleum, Inc., a Fort Worth, Texas-based company engaged in oil
and gas exploration and production; and as a director of Petroleum Heat & Power
Co., a Connecticut-based fuel oil distributor; Star Gas Corporation, a private
company which is the general partner of Star Gas Partners, L.P., a
publicly-traded master limited partnership which distributes propane; and
Paradise Music and Entertainment, Inc., an artist management, music videos and
commercial music production company. He was formerly a director of Enterra
Corporation ("Enterra") from August 1994, when Enterra acquired Total Energy
Services Company ("Total"), until October 1995, when the Company merged with
Enterra, and previously served as a director of Total from June 1993. Mr.
Edelman has served as a director of the Company since March 11, 1997, and was
appointed as a director of the Company pursuant to the Agreement and Plan of
Merger dated as of June 23, 1995, as amended, between Weatherford International
Incorporated and Enterra (the "Enterra Merger Agreement").
Mr. Greehey is Chairman of the Board and Chief Executive Officer of Valero
Energy Corporation, a San Antonio, Texas-based company that refines, trades and
markets oil and gas and manages natural gas transmission operations; he retired
as Chief Executive Officer in June 1996 but returned to that position in
November 1996. Mr. Greehey serves as a director of Santa Fe Energy Resources,
Inc., a Houston, Texas-based company engaged in oil and gas exploration and
production.
Mr. Hill is Chairman of the Board of First Reserve. He is a trustee of the
Putnam Funds; he is also a director of Snyder Oil Corporation, a Texas-based
corporation engaged in oil and gas exploration and production ("Snyder Oil");
and TransMontaigne Oil Company, a Colorado-based corporation engaged in natural
gas and oil products pipelines, distribution and marketing ("TransMontaigne").
He was a director of Enterra from August 1994, when Enterra acquired Total, and
previously served as a director of Total and its predecessor from January 1993.
Mr. Johnson is a director and President of Permian Mud Service, Inc., a
Houston, Texas-based company that manufactures and sells oilfield production
chemicals. He was a director of Petroleum Equipment Tools Co. ("Petco") from
March 1971 to November 1991, when Petco was acquired by merger with the Company.
He serves as a director of Southwest Bancorporation of Texas, Inc., a Houston,
Texas-based banking organization.
Mr. Macaulay is President and Chief Executive Officer of First Reserve. He
is a director of Maverick Tube Corporation, a Missouri corporation engaged in
the manufacture of oilfield tubulars, line pipe and structural steel;
TransMontaigne; Patina; National Oilwell, Inc., a Houston, Texas-based company
engaged in the design, manufacture and sale of machinery and equipment and the
distribution of products used in oil and gas drilling production; Cal-Dive
International, a Houston, Texas-based corporation engaged in subsea services in
the Gulf of Mexico; and Hugoton Energy Corporation, a Kansas corporation engaged
in oil and gas exploration and production. He was appointed a director and Vice
Chairman of Enterra in August 1994, when Enterra acquired Total, and previously
served as a director of Total and its predecessor from November 1990.
Mr. Moses is a private investor, principally in the oil and gas exploration
and oilfield services business, in Houston, Texas. He served as Chairman of the
Board of the Company from May 1989 to December 1992. Mr. Moses serves as a
director of TransAmerican Waste.
Mr. Widmann has been a principal of Tanner & Co., Inc., a private
investment banking firm since March 1997. He was a Senior Managing Director of
Castle, Harlan & Widmann Energy Partners, L.L.C., a private investment banking
firm, from September 1995 until March 1997. He held various senior positions
with Chemical Bank from 1986 until August 1995. He serves as a director of
Lydall, Inc., a Connecticut-
39
<PAGE>
based corporation engaged in the manufacture of engineered fiber materials; and
Mercantile International Petroleum Corporation, a Canadian company engaged in
oil and gas reserve acquisition and production. Mr. Widmann previously was a
member of the Board of Advisors of various First Reserve Funds from 1981 through
December 1995. He was a director of Enterra from August 1994, when Enterra
acquired Total, and previously served as a director of Total from June 1993.
Messrs. Hill and Macaulay were appointed to the Company's Board of
Directors on October 5, 1995, when Enterra was merged with and into the Company
(the "Enterra Merger"), as required by the Enterra Merger Agreement. Messrs.
Hill and Macaulay serve as directors of the Company pursuant to that certain
Agreement (the "First Reserve Agreement"), among Weatherford International
Incorporated, the First Reserve Funds and First Reserve, executed in connection
with the Enterra Merger. Pursuant to the First Reserve Agreement, as long as the
First Reserve Funds beneficially own (i) at least 15 percent of the combined
voting power of all of the Company's voting securities, certain of the First
Reserve Funds shall be permitted to designate two directors of the Company, and
(ii) at least 10 percent but less than 15 percent of the combined voting power
of all of the Company's voting securities, certain of the First Reserve Funds
shall be permitted to designate one director of the Company; if the First
Reserve Funds own less than 10 percent of the combined voting power of all of
the Company's voting securities, the First Reserve Funds shall not be permitted
to designate a director of the Company. Pursuant to the First Reserve Agreement,
the Company has agreed to take all necessary or appropriate action to assist in
the nomination for election as a director of the Company the person or persons
designated by the First Reserve Funds and to have at least one of the designees
of the First Reserve Funds serve on each committee of the Company's Board of
Directors so long as the First Reserve Funds have at least two designees on the
Board of Directors. As of March 16, 1998, First Reserve and the First Reserve
Funds beneficially owned 6,569,306 shares of Common Stock, which was
approximately 12.8 percent of all outstanding Common Stock. See "Item 12.
Security Ownership of Certain Beneficial Owners and Management."
EXECUTIVE OFFICERS
The names of the executive officers of the Company and certain information
with respect to each of them are set forth below. Information with respect to
Messrs. Burguieres and Bates is set forth above.
<TABLE>
<CAPTION>
NAME AGE OFFICES
- ------------------------------------- --- -----------------------------------------------------------
<S> <C> <C>
Philip Burguieres.................... 54 Chairman of the Board
Thomas R. Bates, Jr. ................ 48 President and Chief Executive Officer
James R. Burke....................... 60 Senior Vice President and President -- Products/Compression
Jon R. Nicholson..................... 55 Vice President -- Human Resources
Norman W. Nolen...................... 55 Senior Vice President, Chief Financial Officer and
Treasurer
Randall D. Stilley................... 44 Senior Vice President and President -- Services
H. Suzanne Thomas.................... 44 Senior Vice President, Secretary and General Counsel
</TABLE>
Mr. Burke, who joined the Company on December 12, 1991 as Senior Vice
President, Corporate Development and Marketing, became President of the Products
Division effective March 1, 1994 and Senior Vice President and
President -- Products/Compression effective October 5, 1995.
Mr. Nicholson, who joined the Company as Director of Human Resources in
February 1993, was elected Vice President -- Human Resources effective October
5, 1995. From March 1992 until January 1993, he was a human resources
consultant. From July 1990 until March 1992, Mr. Nicholson served as President
of Atlas Bradford Corporation, an oilfield services company.
Mr. Nolen joined the Company on April 29, 1991 as Senior Vice President,
Chief Financial Officer and Treasurer.
Mr. Stilley joined the Company on January 5, 1998 as Senior Vice President
of the Company and President -- Services. Prior to joining the Company, Mr.
Stilley held various management positions with
40
<PAGE>
Halliburton Energy Services from 1976 until 1998, serving as Vice
President -- Asia Pacific/China from 1995 until December 31, 1997.
Ms. Thomas, who joined the Company in January 1982 as Counsel, was elected
Secretary in March 1986, Vice President and General Counsel in July 1987 and
Senior Vice President in December 1989. Prior to joining the Company, Ms. Thomas
was an attorney with the law firm of Baker & Botts from September 1978 to
December 1981.
FAMILY RELATIONSHIPS
There are no family relationships between any two directors or executive
officers.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") requires that the Company's directors, executive officers and
persons who own more than ten percent of a registered class of the Company's
equity securities file with the Commission and the New York Stock Exchange
initial reports of ownership and reports of changes in ownership of Common Stock
and other equity securities of the Company. In addition, trusts in which a
director, executive officer or greater than ten percent stockholder is a
trustee, and that person or a member of his or her immediate family is a
beneficiary, have a separate filing obligation even where the individual reports
in his or her own filings the trust's transactions and holdings in equity
securities of the Company. Directors, executive officers and greater than ten
percent stockholders are required by Commission regulations to furnish the
Company with copies of all Section 16(a) forms they file.
To the Company's knowledge, based solely on a review of the copies of the
Section 16(a) reports furnished to the Company and written representations that
no other reports were required during the fiscal year ended December 31, 1997,
all Section 16(a) filing requirements applicable to its directors, executive
officers and greater than ten percent beneficial owners were complied with.
ITEM 11. EXECUTIVE COMPENSATION.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation and Stock Plans Committee of the Board of Directors of the
Company (the "Compensation Committee"), which is composed of four independent
outside directors, is responsible for setting policies with respect to
compensation of the Company's executive officers.
COMPENSATION PHILOSOPHY AND OVERALL OBJECTIVES OF THE EXECUTIVE
COMPENSATION PROGRAM. The Company's executive compensation program is designed
to attract, motivate and retain the executives needed to improve the Company's
performance and maximize stockholder value. Toward that end, the Compensation
Committee attempts to provide the Company's executives with a total target
compensation package (which includes base salary, annual incentive bonus, and
long-term, equity-based incentive compensation and other executive benefits)
that, at expected levels of corporate performance, is competitive with packages
provided to executives of companies similar to the Company who hold comparable
positions or have similar qualifications.
The Compensation Committee determines competitive levels of compensation
for executive positions based on information obtained from published/private
compensation surveys for companies with annual revenues of approximately $1
billion (general industry), proxy statements for a group of competitor companies
approved by the Compensation Committee (the "compensation peer group") and
recommendations of an independent compensation consultant retained by the
Company. Although some of the same companies are included in both groups, the
compensation peer group is not the same as the group of companies comprising the
Peer Group used in the Performance Graph included later in this Report. In
selecting the companies to survey for compensation purposes, the Compensation
Committee focuses primarily on companies with U.S. and international business
operations; similar revenues, market capitalization, employment levels and lines
of business; and a management style and corporate culture similar to that of the
Company.
41
<PAGE>
The Company's pay-for-performance philosophy has resulted in compensation
packages that consist in large part of variable, performance-based components,
such as bonuses and stock-based awards, which can increase or decrease to
reflect changes in corporate or individual performance. Target total direct
compensation (which includes base salary, annual incentive bonus and long-term
incentive compensation) is overall competitive when compared with the market
63rd percentile based on general industry data; this information is not
available for the compensation peer group. Actual total direct compensation is
overall competitive when compared with the market 63rd percentile based on
general industry data and on average is below the market median (50th
percentile) for the compensation peer group.
EXECUTIVE COMPENSATION PROGRAM COMPONENTS. The Company uses cash and
equity-based compensation to achieve its pay-for-performance philosophy and to
reward short-term and long-term performance. The mix of base salary, annual
incentives and long-term incentives is reviewed periodically to ensure the
approximate mix.
BASE SALARY. The Compensation Committee's philosophy is to control fixed
compensation costs and to place greater emphasis on incentive compensation based
on results. The Company's 1997 base salaries are on average competitive when
compared to the market median based on general industry data and compensation
peer group data. Salaries for executives are reviewed periodically (not more
often than annually, unless the executive has had a change in duties and
responsibilities) and revised, if appropriate, based on a variety of factors,
including individual performance and responsibility, general levels of market
salary increases and the Company's overall financial results, with emphasis on
competitive salaries in the marketplace.
INCENTIVE COMPENSATION. The Compensation Committee's philosophy is to use
a combination of annual and long-term compensation methods, including grants of
Common Stock under various plans. The Compensation Committee believes that key
employees should have a significant portion of their total compensation paid in
shares of Common Stock, as significant equity ownership in the Company focuses
executives on managing the Company from the long-term perspective of an owner,
with emphasis on enhanced stockholder value. Key employees are strongly
encouraged to retain shares of Common Stock granted as part of their
compensation.
ANNUAL INCENTIVE BONUSES. Annual incentive bonuses are based on the
achievement of specified corporate goals. Pursuant to the 1997 Management
Incentive Bonus Plan, targeted corporate financial goals were established at the
outset of 1997 by the Company's management and approved by the Compensation
Committee. There is no specific weighting assigned to these goals. A range of
potential annual incentive awards (as a percentage of base salary), based on
general industry averages, has been established for each executive officer. The
Company's target annual incentive award levels are generally consistent with the
market median target awards based on general industry data; this information is
not available for the compensation peer group. Annual incentive bonuses may be
paid in cash, shares of Common Stock or a combination of cash and shares of
Common Stock.
The Company exceeded its 1997 targeted financial goals (earnings per share,
earnings before interest, taxes, depreciation and amortization (EBITDA), and
return on capital). Accordingly, annual incentive awards were made to the
executive officers named in the Summary Compensation Table amounting to
approximately 93 percent of the aggregate 1997 annual base salaries of such
individuals. Such bonuses were paid in cash.
The Company's target total annual compensation (base salary plus target
annual incentive bonus) is on average competitive when compared to the market
median based on general industry data; this information is not available for the
compensation peer group. The Company's actual total annual compensation is
overall competitive when compared to the market median based on general industry
data and overall less than competitive with the market median for the
compensation peer group.
LONG-TERM, EQUITY-BASED INCENTIVE COMPENSATION. The Company currently
provides long-term incentive compensation to executives in two forms: stock
options and restricted stock grants. Prior to March 1992, stock appreciation
rights ("SARs") were granted in tandem with stock options under the Company's
42
<PAGE>
Stock Appreciation Rights Plan (the "SAR Plan"). Each type of incentive is
intended to track the Company's performance and reward achievement of long-term
objectives through stock price appreciation. The Company's overall stock option
and restricted stock grant levels are established by considering market data on
grant levels and an appropriate overall level of shares reserved for such plans
in the market. The Compensation Committee considers stock options or restricted
stock awards previously granted, industry practices, the executive's
accountability level and an assumed potential stock value when determining the
amount of individual long-term incentive compensation.
Options to purchase shares of Common Stock reward participants for
generating appreciation in the Company's stock price. Stock options are granted
under one of the Option Plans to key employees of the Company, including the
executive officers named in the Summary Compensation Table, at the fair market
value of the Common Stock on the date of grant. These options generally vest in
three equal installments beginning one year after the date of grant and are
exercisable for a term of 10 years. The options granted to Mr. Bates in
connection with his employment vest in five equal installments beginning one
year after the date of grant. The optionees receive value from the options only
if the market price of the Common Stock appreciates from the price on the grant
date. As with options, holders of SARs (granted prior to 1992, but still in
effect) receive value only if the market price of the Common Stock appreciates.
The Company's Restricted Stock Incentive Plan (the "Restricted Plan") is
designed to meet several objectives, which include increasing the actual share
ownership position of key executives, providing a strong emphasis on maintaining
and enhancing stockholder value and retaining executives during different stages
of the business cycle. Under the Restricted Plan, eligible employees are granted
shares of Common Stock that are subject to certain ownership restrictions. The
shares are non-transferable during the restricted period and are subject to
substantial risk of forfeiture if certain conditions are not met. The Restricted
Plan provides that restrictions will cease, at the Compensation Committee's
discretion, after continued employment for a specified period of time or upon
the occurrence of certain established goals. The restricted stock is performance
sensitive, as the value of the shares granted varies based on the market price
of the Common Stock.
The long-term incentives granted to executive officers are on average
competitive with the market 75th percentile based on general industry data and
are on average less than competitive with the market median for the compensation
peer group.
OTHER BENEFITS. The Company maintains the 401(k) Plan, pursuant to which
the Company makes a matching contribution, in cash or shares of Common Stock, in
an amount equal to a percentage of the amount of each eligible employee's base
salary deferred by that employee pursuant to the 401(k) Savings Plan (the
"401(k) Plan"), up to six percent of his or her base salary. Pursuant to the
401(k) Plan, the Company made matching contributions of 50 percent of each
eligible employee's base salary deferred under this plan, up to six percent,
including the executive officers named in the Summary Compensation Table. The
Company also has the ability to make discretionary contributions to all eligible
employees, including the executive officers named in the Summary Compensation
Table, under the 401(k) Plan. The Company also maintains the Supplemental
Savings Plan, which provides benefits to certain executives and other managers,
including the executive officers named in the Summary Compensation Table, that
are supplemental to the benefits under the 401(k) Plan.
DISCUSSION OF 1997 COMPENSATION FOR THE CHIEF EXECUTIVE OFFICER. As
described above, the Company determines total compensation for all executives,
including the Chief Executive Officer, considering both a pay-for-performance
philosophy and market rates of compensation. In establishing Mr. Bates'
compensation package for 1997, emphasis was placed on competitive compensation
data of general industry companies and the compensation peer group companies. In
addition, with respect to establishing his long-term incentives, consideration
was given to long-term equity-based benefits being forfeited by Mr. Bates to
accept employment by the Company. In determining Mr. Amonett's compensation for
services performed as Acting President and Chief Executive Officer through May
31, 1997, the Compensation Committee considered general industry compensation
data and the compensation peer group for a President and Chief Executive Officer
who is also a director.
43
<PAGE>
POLICY REGARDING SECTION 162(M) OF THE INTERNAL REVENUE CODE. Section
162(m) of the Internal Revenue Code of 1986, as amended (the "Code"),
generally limits corporate deductions to $1 million for compensation paid to a
person who on the last day of any fiscal year beginning on or after January 1,
1994 is either the Chief Executive Officer or among the four most highly
compensated executive officers other than the Chief Executive Officer, provided
there is an exception for qualified performance-based compensation. Section
162(m) of the Code became applicable to the Company effective January 1, 1994.
The Option Plans currently qualify as performance-based compensation under
Internal Revenue Service rules. The Company's annual incentive bonuses and
awards granted under the Restricted Plan are based on performance measures, but
do not qualify as performance-based under the Code. The Compensation Committee
requested and received a review by the independent compensation consultant
retained by the Company of the Company's compensation plans and similar plans
maintained by companies in the compensation peer group with regard to Section
162(m). The Compensation Committee has determined that it is unlikely that any
of the Company's executive officers will receive compensation in excess of $1
million in the near future, unless an executive officer is terminated after
there is a "change of control" as defined in the Severance Agreements or, with
respect to Mr. Bates, his Employment Agreement is terminated without cause (see
"Employment Contracts and Termination of Employment and Change of Control
Agreements"). The proposed merger (the "Merger") of Weatherford into EVI (see
"Part I, Item 1. Business") will constitute a change of control under the
Severance Agreements, and Messrs. Bates, Burke and Nolen and Ms. Thomas will
receive compensation in excess of $1 million in the event of termination
pursuant to such agreements. The Compensation Committee has determined that it
will not necessarily limit executive compensation to compensation that is
deductible under Section 162(m) but that it will continue to evaluate this
matter and consider alternatives to preserve the deductibility of compensation
payments and benefits to the extent reasonably practicable and consistent with
the Company's compensation objectives.
This Compensation Committee Report on Executive Compensation shall not be
deemed incorporated by reference by any general statement incorporating by
reference this Report into any filing under the Securities Act of 1933, as
amended (the "Securities Act"), or the Exchange Act, except to the extent that
the Company specifically incorporates this information by reference, and shall
not otherwise be deemed filed under such Acts.
COMPENSATION AND STOCK PLANS COMMITTEE OF THE BOARD OF DIRECTORS
William E. Greehey, Chairman
Thomas J. Edelman
Robert K. Moses, Jr.
Roger M. Widmann
44
<PAGE>
SUMMARY COMPENSATION TABLE
The following table sets forth information concerning the compensation of
the Company's Chief Executive Officer, who joined the Company on June 1, 1997,
its Acting Chief Executive Officer, who resigned on May 31, 1997, and the four
most highly compensated executive officers of the Company as to whom the total
annual salary and bonuses for the year ended December 31, 1997 exceeded
$100,000:
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION AWARDS
ANNUAL COMPENSATION -------------------------
---------------------------------- (F) (G)
(E) ---------- ---------- (I)
(C) (D) ------------- RESTRICTED SECURITIES ------------
(A) (B) ------- ------- OTHER ANNUAL STOCK UNDERLYING ALL OTHER
- ------------------------------------- ---- SALARY BONUS COMPENSATION AWARDS OPTIONS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) ($)(1) ($)(2) ($)(3) (#)(4) ($)
- ------------------------------------- ---- ------- ------- ------------- ---------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
THOMAS R. BATES, JR.(5).............. 1997 291,662 350,000 -0- 2,268,305(6) 150,000 77,200(7)
President and Chief Executive
Officer
THOMAS N. AMONETT (8)................ 1997 120,000 -0- -0- 153,150(9) 12,000 247,757(10)
Acting President and Chief 1996 118,153 110,000 -0- -0- -0- -0-
Executive Officer
M.E. EAGLES(11)...................... 1997 300,000 270,000 -0- 153,150(12) 12,000 22,179(13)
Senior Vice President 1996 282,504 180,000 -0- 157,815 12,000 12,897
and President -- Services 1995 245,000 180,000 -0- 101,750 10,000 257,236
JAMES R. BURKE....................... 1997 265,000 234,900 -0- 153,150(14) 12,000 19,435(15)
Senior Vice President and 1996 223,236 150,000 -0- 94,689 8,000 10,459
President -- Products/ 1995 182,000 125,000 -0- 74,000 7,500 190,749
Compression
NORMAN W. NOLEN...................... 1997 207,000 165,600 -0- 122,520(16) 8,000 15,005(17)
Senior Vice President, Chief 1996 180,000 115,000 -0- 94,689 6,000 7,769
Financial Officer and Treasurer 1995 155,000 108,000 -0- 55,500 6,000 162,587
H. SUZANNE THOMAS.................... 1997 207,000 165,600 -0- 122,520(18) 8,000 15,005(19)
Senior Vice President, Secretary 1996 180,000 115,000 -0- 94,689 6,000 8,274
and General Counsel 1995 155,000 108,000 -0- 55,500 6,000 162,687
</TABLE>
- ------------
(1) Bonuses paid for 1997 were paid in cash. Bonuses paid for 1996 were paid in
cash, except for Mr. Amonett, who received approximately 69% of his bonus
in shares of Common Stock under the Company's Executive Incentive Stock
Bonus Plan (the "Bonus Plan"). For 1995, executives received 75% of their
bonuses in cash and 25% in shares of Common Stock issued under the Bonus
Plan.
(2) Unless otherwise indicated, does not include the value of perquisites and
other benefits as the aggregate amount of such compensation for each named
officer does not exceed the lesser of $50,000 or 10% of that officer's
total reported annual salary and bonus.
(3) Dollar amount shown equals number of shares issued under the Restricted
Plan multiplied by the closing stock price on grant date. Dividends would
be paid on these shares in the event dividends are paid on the Common
Stock, which is not anticipated in the foreseeable future.
(4) Adjusted to reflect the one-for-two reverse stock split of the Common Stock
effected on October 5, 1995 (the "Split").
(5) Mr. Bates joined the Company effective June 1, 1997.
(6) Held an aggregate of 65,041 shares under the Restricted Plan still subject
to restrictions as of December 31, 1997 with an aggregate total value of
$2,268,305; restrictions will lapse on 16,261 shares on June 1, 1998 and on
16,260 shares on each of June 1, 1999, 2000 and 2001.
(7) For 1997, includes a bonus of $71,250 paid to Mr. Bates upon employment and
$5,950 of Company match under the Supplemental Savings Plan.
(8) Mr. Amonett resigned as Acting President and Chief Executive Officer on May
31, 1997.
(9) Ownership restrictions on all shares granted under the Restricted Plan
terminated on May 31, 1997 in connection with Mr. Amonett's termination of
employment (see "Employment Contracts and Termination of Employment and
Change of Control Arrangements").
(FOOTNOTES CONTINUED ON FOLLOWING PAGE)
45
<PAGE>
(10) Mr. Amonett received $31,000 of this amount as compensation while he served
as Acting President and Chief Executive Officer in a consulting role;
$201,368 pursuant to the terms of his Severance Agreement (see "Employment
Contracts and Termination of Employment and Change of Control
Arrangements"); and the remainder as retainer fees and meeting fees paid
to him as a non-employee director of the Company.
(11) Mr. Eagles resigned as an executive officer as of January 5, 1998 and as an
employee as of February 28, 1998.
(12) Held an aggregate of 5,749 shares under the Restricted Plan still subject
to restrictions as of December 31, 1997 with an aggregate total value of
$154,250; restrictions lapsed on February 28, 1998, in connection with Mr.
Eagles' termination of employment (see "Employment Contracts and
Termination and Change of Control Arrangements").
(13) For 1997, includes $8,279 of Company match and discretionary contributions
under the 401(k) Plan and $13,900 of Company match under the Supplemental
Savings Plan. For 1996, includes $5,384 of Company match and discretionary
contributions under the 401(k) Plan and $7,513 of Company match under the
Supplemental Savings Plan. For 1995, includes $245,000 paid in exchange for
the waiver of certain rights under Mr. Eagles' Severance Agreement required
pursuant to the terms of the Enterra Merger Agreement (see "Employment
Contracts and Termination of Employment and Change of Control
Arrangements"), $7,336 of Company match and discretionary contributions
under the 401(k) Plan and $4,900 of Company match under the Supplemental
Savings Plan.
(14) Held an aggregate of 4,625 shares under the Restricted Plan still subject
to restrictions as of December 31, 1997 with an aggregate total value of
$130,580; restrictions have lapsed, or will lapse, on 625 shares on each of
February 15, 1998, 1999 and 2000; on 687 shares on each of March 16, 1998
and 1999; and on 625 shares on each of February 20, 1998, 1999, 2000 and
2001.
(15) For 1997, includes $8,235 of Company match and discretionary contributions
under the 401(k) Plan and $11,200 of Company match under the Supplemental
Savings Plan. For 1996, includes $5,534 of Company match and discretionary
contributions under the 401(k) Plan and $4,925 of Company match under the
Supplemental Savings Plan. For 1995, includes $182,000 paid in exchange for
the waiver of certain rights under Mr. Burke's Severance Agreement required
pursuant to the terms of the Enterra Merger Agreement, $6,109 of Company
match and discretionary contributions under the 401(k) Plan and $2,640 of
Company match under the Supplemental Savings Plan.
(16) Held an aggregate of 3,875 shares under the Restricted Plan still subject
to restrictions as of December 31, 1997 with an aggregate total value of
$110,640; restrictions have lapsed, or will lapse, on 375 shares on each of
February 15, 1998, 1999 and 2000; on 375 shares on each of March 16, 1998
and 1999; and on 500 shares on each of February 20, 1998, 1999, 2000 and
2001.
(17) For 1997, includes $8,375 of Company match and discretionary contributions
under the 401(k) Plan and $6,630 of Company match under the Supplemental
Savings Plan. For 1996, includes $5,579 of Company match and discretionary
contributions under the 401(k) Plan and $3,207 of Company match under the
Supplemental Savings Plan. For 1995, includes $155,000 paid in exchange for
the waiver of certain rights under Mr. Nolen's Severance Agreement required
pursuant to the terms of the Enterra Merger Agreement, $5,787 of Company
match and discretionary contributions under the 401(k) Plan and $1,800 of
Company match under the Supplemental Savings Plan.
(18) Held an aggregate of 3,875 shares under the Restricted Plan still subject
to restrictions as of December 31, 1997 with an aggregate total value of
$110,640; restrictions have lapsed, or will lapse, on 375 shares on each of
February 15, 1998, 1999 and 2000; on 375 shares on each of March 16, 1998
and 1999; and on 500 shares on each of February 20, 1998, 1999, 2000 and
2001.
(19) For 1997, includes $8,375 of Company match and discretionary contributions
under the 401(k) Plan and $6,630 of Company match under the Supplemental
Savings Plan. For 1996, includes $5,334 of Company match and discretionary
contributions under the 401(k) Plan and $2,940 of Company match under the
Supplemental Savings Plan. For 1995, includes $155,000 paid in exchange for
the waiver of certain rights under Ms. Thomas' Severance Agreement required
pursuant to the terms of the Enterra Merger Agreement, $5,787 of Company
match and discretionary contributions under the 401(k) Plan and $1,900 of
Company match under the Supplemental Savings Plan.
46
<PAGE>
STOCK OPTION PLANS AND SAR PLAN
The Company currently maintains the 1987 Stock Option Plan and the 1991
Stock Option Plan (each an "Option Plan" or, collectively, the "Option
Plans"). The Option Plans, which have substantially the same terms and
conditions, allow for grants of options to purchase shares of the Common Stock.
The 1987 Option Plan has expired for purposes of future grants, but all
outstanding options remain exercisable in accordance with their terms. Future
grants may be made under the 1991 Option Plan. All options to purchase Common
Stock are granted by the Compensation Committee, except for options granted to
the Chief Executive Officer, which are recommended by the Compensation Committee
and approved by the Board of Directors.
All stock options granted under an Option Plan have a term of ten years
(except for certain options assumed in various mergers, which have five-year
terms) and generally are exercisable at a rate of one-third each year beginning
one year after the grant date. The exercise price, which is the fair market
value of the Common Stock on the date of grant, is payable in cash, shares of
Common Stock (subject to certain limitations), broker-financed cashless
exercises or some combination of these approaches. No employee has any rights as
a stockholder of any shares subject to an option until the exercise price has
been paid and the shares issued to the employee. If there is a change of control
of the Company as defined in the Option Plans, all outstanding options granted
prior to March 4, 1998 under an Option Plan would automatically vest and the
option holder would have the right to either exercise such options for three
months after his or her employment terminates (or until the stated termination
of such option, if earlier) or to surrender for cash all such options, unless to
do so would cause a transaction otherwise eligible for pooling of interests
accounting treatment under Accounting Principles Opinion No. 16 to be ineligible
for such treatment, in which case the employee would receive shares of Common
Stock equal in value to the cash he or she would have received. The Merger will
constitute a change of control under the Option Plans.
The Company maintains the SAR Plan pursuant to which the Company could,
prior to March 20, 1992, grant SARs to eligible employees of the Company. The
SAR Plan was originally implemented to allow executives and certain other stock
option plan participants to tender their options to the Company in exchange for
cash equal to the "spread" in the option (equal to the difference between the
market value of the Common Stock on the date of grant and the market value of
the Common Stock on the date the option is exercised). Effective March 19, 1992,
the SAR Plan was amended to provide that no new awards may be made pursuant to
the SAR Plan after that date. SARs awarded under the SAR Plan prior to that date
remain in effect and are not affected by the amendment. If there is a change of
control of the Company as defined in the SAR Plan, all SARs granted under such
plan (which were granted in tandem with options under an Option Plan and which
are all vested) may be surrendered for cash equal to the "spread". The Merger
will constitute a change of control under the SAR Plan.
The following table sets forth certain information regarding stock options
granted during fiscal year 1997 to the persons named in the Summary Compensation
Table above. The hypothetical present values on the date of grant of stock
options granted in 1997 shown below are presented pursuant to the Commission's
rules and are calculated under a modified Black-Scholes Model (the "Model")
for pricing options. This hypothetical value of options trading in the stock
market bears little relationship to the compensation cost to the Company or
potential gain realized by an executive officer. The actual amount, if any,
realized upon exercise of stock options will depend upon the market price of the
Common Stock relative to the exercise price per share of Common Stock at the
time the stock option is exercised. There is no assurance that the hypothetical
present value of stock options reflected in this table actually will be
realized.
47
<PAGE>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANT GRANT
- ---------------------------------------------------------------------------------------------------- DATE
(C) VALUE
--------- ----------
(B) % OF
----------- TOTAL (F)
NUMBER OF OPTIONS ----------
SECURITIES GRANTED (D) GRANT
UNDERLYING TO ------------ (E) DATE
(A) OPTIONS EMPLOYEES EXERCISE OR ---------- PRESENT
- ---------------------------------------- GRANTED IN FISCAL BASE PRICE EXPIRATION VALUE
NAME (#)(1) YEAR ($/SHARE)(2) DATE ($)(3)
- ---------------------------------------- ----------- --------- ------------ ---------- ----------
<S> <C> <C> <C> <C> <C>
Thomas R. Bates, Jr..................... 150,000 33.6 30.75 5/07/2007 2,345,610
Thomas N. Amonett....................... 12,000 2.7 30.625 6/02/2000 107,814
M. E. Eagles............................ 12,000 2.7 30.625 2/20/2007 186,885
James R. Burke.......................... 12,000 2.7 30.625 2/20/2007 186,885
Norman W. Nolen......................... 8,000 1.8 30.625 2/20/2007 124,590
H. Suzanne Thomas....................... 8,000 1.8 30.625 2/20/2007 124,590
</TABLE>
- ------------
(1) Options granted in 1997, except for Mr. Bates' option, are exercisable
starting 12 months after the grant date, with one-third of the shares
covered thereby becoming exercisable at that time and an additional
one-third becoming exercisable on each successive anniversary date, with
full vesting occurring on the third anniversary date. Mr. Bates' option is
exercisable starting 12 months after the grant date, with one-fifth of the
shares covered thereby becoming exercisable at that time and an additional
one-fifth becoming exercisable on each successive anniversary date, with
full vesting occurring on the fifth anniversary date. Under the terms of the
Option Plans, the Compensation Committee retains the discretion, subject to
plan limitations, to modify the terms of outstanding options, including the
exercise price and expiration date in certain events.
(2) The exercise price and tax withholding obligations related to the exercise
may be paid by delivery of already-owned shares of Common Stock or by
offsetting a portion of the underlying shares, subject to certain
conditions.
(3) The present values on grant date are calculated under the Model modified to
give effect to the expected dividend rate of the Common Stock and
non-transferability factors such as timing, vesting, liquidity and
freely-traded status. The Model is a mathematical formula used to value
options traded on stock exchanges. This formula considers a number of
factors to estimate the options present value, including the Common Stock's
volatility (based on 36 months of historical stock price trading data),
dividend rate (0%), exercise period of the option (10 years, except three
years for Mr. Amonett), interest rate (risk free rate of 6.07%) and vesting
schedule (adjusted for risk of forfeiture during a three-year vesting
period).
The following table shows aggregate option and SAR exercises during fiscal
year 1997 and December 31, 1997 values for the persons named in the Summary
Compensation Table above.
<TABLE>
<CAPTION>
(E)
(D) -----------------
(B) ------------------------------ VALUE OF
--------- NUMBER OF SECURITIES UNEXERCISED
SHARES UNDERLYING UNEXERCISED IN-THE-MONEY
ACQUIRED (C) OPTIONS/SARS AT OPTIONS/SARS AT
(A) ON ---------------- FY-END(#) FY-END($)(1)
- ------------------------------------- EXERCISE VALUE ------------------------------ -----------------
NAME (#) REALIZED($)(1) EXERCISABLE UNEXERCISABLE EXERCISABLE
- ------------------------------------- --------- ---------------- ------------- -------------- -----------------
<S> <C> <C> <C> <C> <C>
Thomas R. Bates, Jr.................. 0 0 0 150,000/0 0
Thomas N. Amonett.................... 0 0 12,000/0 0 157,500/0
M.E. Eagles.......................... 17,500 445,625/0 10,667/0 23,333/0 294,625/0
James R. Burke....................... 4,000 139,316/31,888 21,999/1,417 19,834/0 555,896/43,661
Norman W. Nolen...................... 7,500 238,135/118,830 20,250/1,375 14,000/0 519,624/42,367
H. Suzanne Thomas.................... 0 0 28,000/7,750 14,000/0 775,874/223,793
</TABLE>
(A)
- -------------------------------------
NAME UNEXERCISABLE
- ------------------------------------- --------------
Thomas R. Bates, Jr.................. 1,950,000/0
Thomas N. Amonett.................... 0
M.E. Eagles.......................... 339,154/0
James R. Burke....................... 285,630/0
Norman W. Nolen...................... 204,248/0
H. Suzanne Thomas.................... 204,248/0
- ------------
(1) Market value of underlying securities at exercise date or year-end, as
appropriate, minus the exercise or base price of in-the-money options/SARs.
48
<PAGE>
DEFINED BENEFIT PLAN
The Company maintains a defined benefit plan called the Weatherford Enterra
Pension Plan (the "Pension Plan") for U.S. employees of the Company and
certain of its subsidiaries, including executive officers, which was frozen as
of June 30, 1996. The Pension Plan will eventually be terminated and
participants, including certain of the executive officers named in the Summary
Compensation Table, will receive a straight life annuity. The frozen monthly
accrued benefits payable at age 65 as a straight life annuity are -0-, -0-,
$323, $387, $372 and $278, respectively, for Messrs. Bates, Amonett, Eagles,
Burke and Nolen and Ms. Thomas.
The remuneration covered by the Pension Plan consisted only of the salaries
paid to Pension Plan participants, as set forth in column (c) of the Summary
Compensation Table. Bonuses, including the bonuses set forth in column (d) of
that table, were excluded. The Pension Plan provided for (i) normal retirement
at age 65 with an early retirement option at age 55 for eligible employees, (ii)
a vested benefit after five years of vesting service, (iii) retirement income of
approximately 32 percent of final average earnings after 35 years of credited
service and (iv) spouse and disability benefits.
The Company also maintained the Supplemental Executive Retirement Plan (the
"SERP") to supplement the retirement benefit to be paid pursuant to the
Pension Plan to certain employees designated by the Compensation Committee,
including certain of the executive officers named in the Summary Compensation
Table. The Code limited the compensation used to calculate the benefit under the
Pension Plan to $160,000; these amounts are indexed annually to the changes in
Social Security benefits. If the pension benefit to certain employees would be
limited by Section 415 of the Code or if the participants compensation used to
calculate the benefit would be limited by the Code, such amounts otherwise
payable to the Pension Plan participant pursuant to the Pension Plan would be
paid directly to such participant by the Company in full, pursuant to the
provisions of the SERP. The purpose of the SERP was to pay each employee the
full retirement benefit otherwise payable to him or her but for the benefit
limitations imposed by the Code. In addition, bonuses, including the bonuses set
forth in column (d) of the Summary Compensation Table, were included in
compensation for purposes of the SERP. The SERP also replaced benefits that
would have accrued under the Pension Plan had that plan not been frozen. The
Company terminated the SERP as of November 1, 1997. Distributions were then made
to the participants in the SERP, including certain of the executive officers
named in the Summary Compensation Table. Messrs. Bates, Amonett, Eagles, Burke
and Nolen and Ms. Thomas received -0-, -0-, $79,807, $58,347, $30,969 and
$18,173, respectively.
COMPENSATION OF DIRECTORS
During 1997, all members of the Board of Directors who were not employees
of the Company were paid a quarterly retainer fee of $5,000 and a fee of $1,000
for attendance at each meeting of the Board of Directors. Additionally,
committee members were paid a fee of $1,000 for attendance at each meeting of a
committee of the Board of Directors on which they served.
The Company maintains the Non-Employee Director Retirement Plan, effective
January 1, 1994, pursuant to which each non-employee director who has completed
five years or more of service at the time he or she ceases to be a director will
receive an annual deferred compensation benefit equal to between 50 percent and
100 percent, depending on his or her years of service, of his or her annual cash
retainer fee paid for the year in which he or she ceases to be a director. The
benefit will be paid for the lesser of the number of months of his or her
service as a director or 120 months. Payments will commence the first month
after an individual ceases to be a director of the Company.
The Company also maintains the Deferred Compensation Plan for Non-Employee
Directors, effective December 1, 1994, pursuant to which each non-employee
director can defer all or a portion of his or her retainer fee or meeting fees
and receive interest on such deferred amounts at a market rate of return
established by the Compensation Committee. An individual will receive a lump sum
distribution within 30 days after he or she ceases to be a director of the
Company.
49
<PAGE>
The Company also maintains the Non-Employee Director Stock Option Plan (the
"Director Option Plan"), effective March 16, 1995, pursuant to which each
non-employee director is granted a stock option to purchase 2,500 shares of
Common Stock at the time of his or her initial election to the Company's Board
of Directors and an option to purchase 2,000 shares of Common Stock the day
following each Annual Meeting of Stockholders thereafter for so long as he or
she serves as a non-employee director. The exercise price of such options is the
fair market value of the Common Stock on the date of grant. Such options
generally vest 100 percent six months after the grant date and are exercisable
for a term of 10 years, provided that a director shall generally have six months
after the date he or she ceases to be a director to exercise such options. In
the event of a change of control of the Company (as defined in the Severance
Agreements (see "Employment Contracts and Termination of Employment and Change
of Control Arrangements")), all outstanding options granted under this plan
would automatically vest and the director would have the right to either
exercise such options for seven months after he or she ceases to be a director
(or until the stated termination of such options, if earlier) or to surrender
for cash all such options, unless to do so would cause a transaction otherwise
eligible for pooling of interests accounting treatment under Accounting
Principles Opinion No. 16 to be ineligible for such treatment, in which case the
director would receive shares of Common Stock equal in value to the cash he or
she would have received. The Merger will constitute a change of control under
the Director Option Plan. All non-employee directors on May 15, 1997 were
granted on that date an option to purchase 2,000 shares of Common Stock at an
exercise price of $33.438, the fair market value of the Common Stock on May 15,
1997; Mr. Amonett, who became a non-employee director on June 1, 1997, did not
receive a grant in 1997.
The Company also maintains the 1997 Non-Employee Director Restricted Stock
Plan (the "Director Restricted Stock Plan") effective May 15, 1997, pursuant
to which each non-employee director on May 15, 1997 was granted that number of
shares of Common Stock determined by dividing $45,000 by the fair market value
of a share of Common Stock on that date. Each person who later becomes a
non-employee director automatically will be granted that number of shares of
Common Stock determined by dividing $45,000 (subject to adjustment on an annual
basis for years after 1997, as provided in the Director Restricted Stock Plan)
by the fair market value of a share of Common Stock on the date. Each non-
employee director who previously received a grant under this plan on which all
restrictions have terminated and who is reelected for an additional term at, or
whose term of office otherwise continues following the date of, an Annual
Meeting of Stockholders, automatically will be granted an additional award of
shares of Common Stock under the Director Restricted Stock Plan, the number of
shares to be determined by dividing $45,000, subject to adjustment, by the fair
market value of a share of Common Stock on that date. A non-employee director
will own the shares of Common Stock from the date of the share grant, subject to
restrictions on ownership. Such restrictions generally will terminate in three
equal installments over a three-year period, commencing one year after date of
grant, provided as a rule that the director is serving as a director of the
Company at the specified time. Ownership restrictions on shares granted under
this plan terminate in the event of a change of control of the Company (as
defined in the Severance Agreements (see "Employment Contracts and Termination
of Employment and Change of Control Arrangements")). The Merger will constitute
a change of control under the Director Restricted Stock Plan. Each non-employee
director on May 15, 1997 received a grant of 1,364 shares of Common Stock under
this plan. Mr. Amonett received a grant of 1,290 shares of Common Stock under
this plan on June 1, 1997.
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL
ARRANGEMENTS
The Company has entered into a Change of Control Agreement (a "Severance
Agreement") with each of Messrs. Bates, Eagles, Burke and Nolen and Ms. Thomas.
Mr. Eagles' Severance Agreement terminated in connection with his resignation as
an employee of the Company. The purpose of the Severance Agreements is to
encourage the executive officers to continue to carry out their duties with the
Company in the event of a change of control of the Company. Under each Severance
Agreement, a change of control of the Company is deemed to have occurred if (i)
any person or group of persons acting in concert becomes the beneficial owner of
20 percent or more of the outstanding shares of Common Stock or the combined
voting power of the Company's voting securities, with certain exceptions; (ii)
individuals who as of the date of
50
<PAGE>
such agreement constitute the Board of Directors of the Company cease for any
reason to constitute at least a majority thereof; (iii) there occurs a
reorganization, merger or consolidation or sale or other disposition of all or
substantially all of the Company's assets, unless after the transaction, all or
substantially all of those persons who were the beneficial owners of Common
Stock prior to the transaction beneficially own more than 60 percent of the then
outstanding common stock of the resulting corporation, no person who did not own
Common Stock prior to the transaction beneficially owns 20 percent or more of
the then outstanding common stock of the resulting corporation, and at least a
majority of the Board of Directors of the corporation resulting from such
transaction were members of the Board of Directors of the Company at the time
such Severance Agreement was approved by the Board of Directors or executed; or
(iv) the stockholders of the Company approve a complete liquidation or
dissolution of the Company.
Each of the Severance Agreements provides for severance payments in the
event of termination of the executive officer's employment within three years
after a change of control of the Company, unless the executive's employment is
terminated by the Company or its successor for cause or disability, because of
the executive's death or retirement or by the executive's voluntary termination
for other than good reason, in each case as such terms are defined in the
Severance Agreement. The benefits may consist of the following: (a) an amount
equal to three times the highest salary plus bonus paid to such executive in any
of the five years preceding the year of termination of employment; (b) salary
and bonus (prorated based on the highest bonus earned in the preceding three
years) to the date of termination; (c) an amount equal to the amount that would
be payable if all unvested retirement plan benefits were vested; (d) an amount
equal to the amount that would have been contributed as the Company match under
the 401(k) Plan and the Supplemental Savings Plan for three years and (e) an
amount equal to the amount the executive would have received as a car allowance
for three years. In addition, if an executive is terminated within three years
after a change of control, all outstanding stock options granted under either of
the Option Plans and all outstanding SARs issued under the SAR Plan would
automatically vest and the executive would have the right to either exercise
such options and SARs for seven months after his or her date of termination (or
until the stated termination of such options and SARs, if earlier) or to
surrender for cash all such options and SARs, unless to do so would cause a
transaction otherwise eligible for pooling of interests accounting treatment
under Accounting Principles Board Opinion No. 16 to be ineligible for such
treatment, in which case the executive would receive shares of Common Stock
equal in value to the cash he or she would have received. Ownership restrictions
on shares granted under the Restricted Plan would also be terminated in the
event of an executive's termination during this period. All health and medical
benefits would also be maintained after termination for three years, if the
executive makes his or her required contribution. Under the Deficit Reduction
Act of 1984, severance payments that exceed a certain amount subject both the
Company and the executive to adverse U.S. federal income tax consequences. Each
of the Severance Agreements provides that the Company shall pay the executive a
gross-up payment to ensure that the executive receives the total benefit
intended by the Severance Agreement.
The Company has entered into an Employment Agreement dated October 17, 1996
with Mr. Burguieres pursuant to which he will continue to serve as a director
and as Chairman of the Board of Directors of the Company and provide other
services to the Board. The term of the agreement will expire October 16, 2001
unless sooner terminated as provided therein. The Company will pay Mr.
Burguieres $25,000 per month pursuant to this agreement. Such Employment
Agreement provides that the amounts owed thereunder shall be due and payable,
and all ownership restrictions shall terminate on shares previously granted to
Mr. Burguieres under the Restricted Plan, if the agreement is terminated by the
Company or by Mr. Burguieres, at his option, in the event of a change of control
of the Company (as defined in the Severance Agreements).
The Company has entered into an Employment Agreement dated as of June 1,
1997 with Mr. Bates pursuant to which he will serve as a director and as
President and Chief Executive Officer of the Company. The term of the agreement
will expire May 31, 2002 unless sooner terminated as provided therein. The
Company will pay Mr. Bates a base salary of $41,667 per month pursuant to this
agreement, subject to increases as determined by the Board. Mr. Bates is also
eligible for various incentive compensation plans and receives the benefits
extended to other executives of the Company. Such agreement provides that if
51
<PAGE>
Mr. Bates is terminated by the Company without cause or if he terminates his
employment for good reason (as such terms are defined in the Employment
Agreement), then he shall be entitled to receive certain benefits including (a)
an amount equal to three times his salary plus bonus for the prior year; (b)
salary to the date of termination; and (c) health and medical benefits for three
years, if he makes the required contributions. In addition, stock options
granted under an Option Plan and shares granted under the Restricted Plan shall
be treated in the same manner as under Mr. Bates' Severance Agreement. In the
event of a change of control of the Company (as defined in the Severance
Agreements), Mr. Bates shall be entitled to the benefits under either the
Employment Agreement or his Severance Agreement, but not both, at his option.
The Company entered into a Consulting Agreement dated as of July 26, 1996
with Mr. Amonett pursuant to which Mr. Amonett agreed to serve as Acting
President and Chief Executive Officer; this agreement was terminated as of
January 31, 1997 when Mr. Amonett became an employee of the Company. The Company
then entered into a Severance Agreement dated as of May 15, 1997 with Mr.
Amonett in connection with his termination as Acting President and Chief
Executive Officer. Pursuant to the Severance Agreement, Mr. Amonett will receive
one year's salary continuation, commencing on the date of his termination as an
employee of the Company, which was May 31, 1997. In addition, a stock option
granted under an Option Plan vested and ownership restrictions on shares granted
under the Restricted Plan terminated on May 31, 1997, in accordance with the
terms of the Severance Agreement.
The Company has entered into a Severance and Consulting Agreement dated as
of February 17, 1998, but effective March 1, 1998, with Mr. Eagles in connection
with his resignation as an employee of, and his continuation as a consultant to,
the Company. Pursuant to such agreement, Mr. Eagles will serve as a consultant
to the Company for a term ending February 28, 2001, for a consulting fee of
$12,500 per month. In addition, stock options granted under an Option Plan
vested and ownership restrictions on shares granted under the Restricted Plan
terminated on February 28, 1998, in accordance with the terms of such agreement.
Certain of the Company's benefit plans, including the Option Plans, the SAR
Plan, the Restricted Plan, the 401(k) Plan and the Supplemental Savings Plan,
contain provisions that permit early vesting of the benefits, receipt of cash in
exchange for cancellation of the benefits or the termination of ownership
restrictions on the benefits, as applicable, upon the occurrence of a change of
control, as defined in each such plan. If there is a change of control of the
Company as defined in the Restricted Plan, ownership restrictions on shares
granted prior to March 4, 1998 under the Restricted Plan shall terminate. If
there is change of control of the Company as defined in the 401(k) Plan and the
Supplemental Savings Plan, the amounts contributed by the Company to the
participant's account under each plan shall automatically vest. The Merger will
constitute a change of control under the Restricted Plan but will not constitute
a change of control under the 401(k) Plan or the Supplemental Savings Plan. See
"Stock Option Plans and SAR Plan" for similar information regarding such
plans. To the extent that the change of control provisions of the Severance
Agreements are triggered, the Severance Agreements may provide for a different
treatment of such benefits, as described above.
The Company has entered into an Indemnification Agreement (an
"Indemnification Agreement") with each executive officer and director of the
Company, pursuant to which the Company is obligated to provide indemnification
and expense advancement to such executive officer or director in connection with
a claim made against such executive officer or director by reason of an
Indemnifiable Event, as defined in each Indemnification Agreement. Each
Indemnification Agreement provides that, in the event of a change in control of
the Company, as defined in each Indemnification Agreement, the Company will seek
an opinion from a special independent counsel selected by an executive officer
or director seeking indemnification and approved by the Company as to whether
and to what extent such executive officer or director would be permitted to be
indemnified under the Indemnification Agreement or the Company's Bylaws.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Messrs. Greehey, Edelman, Moses and Widmann served as members of the
Compensation Committee during the entire year. During 1997, no member of the
Compensation Committee was an officer or
52
<PAGE>
employee of the Company or any of its subsidiaries. Except for Mr. Moses, who
previously served as Chairman of the Board of the Company in a non-executive
officer capacity, no member of the Compensation Committee was formerly an
officer or employee of the Company or any of its subsidiaries.
During 1997, no executive officer of the Company served as (i) a member of
the compensation committee (or other board committee performing equivalent
functions) of another entity, one of whose executive officers served on the
Compensation Committee, (ii) a director of another entity, one of whose
executive officers served on the Compensation Committee, or (iii) a member of
the compensation committee (or other board committee performing equivalent
functions) of another entity, one of whose executive officers served as a
director of the Company.
53
<PAGE>
PERFORMANCE GRAPH
The following graph compares the Company's cumulative total stockholder
return on the Common Stock for a five-year period (December 31, 1992 to December
31, 1997) with the cumulative total return of the Standard & Poor's 500
Composite Stock Index (the "S&P 500 Index") and the Company's peer group,
which is the Standard & Poor's Oil & Gas ("Drilling & Equipment") Index,
previously called the S&P Oil Well Equipment & Services Stock Index (the "Peer
Group"). The graph assumes $100 was invested on December 31, 1992 in the Common
Stock, the S&P 500 Index and the Peer Group. Dividend reinvestment has been
assumed, and investment has been weighted to reflect relative stock market
capitalization.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
AMONG THE COMPANY, S&P 500 INDEX AND PEER GROUP
- ------------
* Prepared by Research
The foregoing performance graph is based on historical data and is not
necessarily indicative of future performance of the Common Stock. This graph
shall not be deemed incorporated by reference by any general statement
incorporating by reference this Report into any filings under the Securities Act
or the Exchange Act, except to the extent that the Company specifically
incorporates this information by reference, and shall not otherwise be deemed
filed under such Acts.
54
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
PRINCIPAL STOCKHOLDERS. The following table sets forth certain information
with respect to the Common Stock beneficially owned by persons who are known to
the Company to be the beneficial owners of more than five percent of the Common
Stock as of March 16, 1998. For purposes of this Report, beneficial ownership is
defined in accordance with the rules of the Securities and Exchange Commission
(the "Commission") to mean generally the power to vote or dispose of shares,
regardless of any economic interest therein. The persons listed have sole voting
power and sole dispositive power over all shares set forth in the table, unless
otherwise specified in the footnotes to the table.
AMOUNT AND
NATURE OF
BENEFICIAL PERCENT OF
NAME AND ADDRESS OF BENEFICIAL OWNER OWNERSHIP(1) CLASS
- ------------------------------------- ------------ ----------
First Reserve Corporation(2)......... 6,569,306 12.8
475 Steamboat Road
Greenwich, CT 06830
FMR Corp. and Edward C. Johnson
3d(3)................................ 6,892,502 13.4
82 Devonshire Street
Boston, MA 02109
- ------------
(1) Information with respect to beneficial ownership is based upon information
furnished by each stockholder or contained in filings made with the
Commission. To the Company's knowledge, none of such shares are deemed to be
beneficially owned because the holder has the right to acquire such shares
within 60 days.
(2) Based upon information contained in Amendment No. 4 to Schedule 13D/A dated
March 4, 1998, filed with the Commission by First Reserve Corporation
("First Reserve"). Represents shares owned by the following funds (the
"First Reserve Funds"), for each of which First Reserve is the general
partner: American Gas & Oil Investors, Limited Partnership -- 1,360,000
shares; AmGO II, Limited Partnership -- 850,000 shares; First Reserve
Secured Energy Assets Fund, Limited Partnership -- 650,000 shares; First
Reserve Fund V, Limited Partnership -- 2,300,000 shares; First Reserve Fund
V-2, Limited Partnership -- 640,000 shares; and First Reserve Fund VI,
Limited Partnership -- 735,371 shares. First Reserve, in its role as
managing general partner of the First Reserve Funds and acting on behalf of
the First Reserve Funds, has the power to cause each First Reserve Fund to
dispose of or vote shares of Common Stock held by such First Reserve Fund.
Also includes 33,935 shares owned directly by First Reserve. The principal
beneficial owners of the common stock of First Reserve are its executive
officers, including Mr. Hill, Chairman of the Board of First Reserve, and
Mr. Macaulay, President and Chief Executive Officer of First Reserve, each
of whom is also a director of the Company. First Reserve, the First Reserve
Funds and Messrs. Macaulay and Hill have entered into the First Reserve
Agreement under which First Reserve and the First Reserve Funds are entitled
to elect a certain number of directors depending on their percentage of
ownership of the Common Stock. Does not include shares of Common Stock owned
directly by each of Messrs. Hill and Macaulay. On March 4, 1998, First
Reserve and each of the First Reserve Funds entered into a voting agreement
(the "EVI Voting Agreement") as a condition to EVI entering into the
Merger Agreement. The EVI Voting Agreement, among other things, requires
First Reserve and each of the First Reserve Funds to vote their shares of
Common Stock in favor of the Merger Agreement and the Merger at any meeting
of the Company's stockholders where the adoption of the Merger Agreement and
the Merger is being voted on, unless, at the time of such meeting, the Board
of Directors of the Company, pursuant to the terms of the Merger Agreement,
is recommending that the stockholders vote for a Superior Proposal (as
defined therein).
(3) Based upon information contained in a joint Schedule 13G/A dated February
14, 1998, filed with the Commission by Edward C. Johnson 3d, Abigail P.
Johnson and by FMR Corp., on behalf of itself and its subsidiaries, Fidelity
Management & Research Company (beneficial owner of 6,327,547 shares of
Common Stock) and Fidelity Management Trust Company (beneficial owner of
437,655 shares of Common Stock) and Fidelity International Limited ("FIL")
(beneficial owner of 127,300 shares of Common Stock). FMR Corp. and Mr.
Johnson each has sole dispositive power over 6,327,547 shares of Common
Stock and no voting power over these shares. FMR Corp. and Mr. Johnson each
has sole dispositive power over 437,655 shares of Common Stock, of which
each has sole voting power over 420,655 shares and no voting power over
17,000 shares. FIL has the sole power to vote and dispose of 127,300 shares.
FMR Corp. and FIL are of the view that they are not acting as a group for
purposes of
(FOOTNOTES CONTINUED ON FOLLOWING PAGE)
55
<PAGE>
Section 13(d) of the Exchange Act and that they are not otherwise required
to attribute to each other the beneficial ownership of securities
beneficially owned by the other corporation within the meaning of Rule 13d-3
promulgated under the Exchange Act.
MANAGEMENT. The following table sets forth certain information with
respect to the Common Stock beneficially owned by each of the Company's
directors and each of its executive officers named in the Summary Compensation
Table set forth in this Report and by all of its directors and executive
officers as a group, as of March 16, 1998. Such persons have sole voting power
and sole dispositive power over all shares set forth in the table unless
otherwise specified in the footnotes to the table.
AMOUNT AND
NATURE OF
BENEFICIAL PERCENT OF
NAME OF BENEFICIAL OWNER OWNERSHIP(1) CLASS
- ------------------------------------- ------------ ----------
Directors
Thomas N. Amonett (2)(3)(4)..... 27,297 *
Thomas R. Bates (5)............. 117,041 *
Philip Burguieres (6)........... 227,610 *
Thomas J. Edelman (2)(4)........ 7,864 *
William E. Greehey (2)(4)....... 17,452 *
John A. Hill (2)(4)(7).......... 6,579,637 12.8
John W. Johnson (2)(4)(8)....... 61,984 *
William E. Macaulay
(2)(4)(7)(9).................... 6,579,637 12.8
Robert K. Moses, Jr.
(2)(4)(10)...................... 502,586 *
Roger M. Widmann (2)(4)......... 6,364 *
Named Executive Officers
M.E. Eagles (11)................ 55,303 *
James R. Burke (12)............. 48,716 *
Norman W. Nolen(13)............. 46,702 *
H. Suzanne Thomas (14).......... 72,136 *
All Directors and Executive
Officers as a Group
(16 persons)(15).............. 7,803,482 15.2
- ------------
* Denotes ownership of less than one percent.
(1) Information with respect to beneficial ownership is based upon information
furnished by each director or executive officer of the Company or contained
in filings made with the Commission.
(2) Includes 3,500 shares subject to acquisition within 60 days pursuant to the
Director Option Plan for Mr. Amonett; 5,500 shares for each of Messrs.
Greehey, Johnson and Moses; 4,500 shares for Mr. Edelman; 2,000 shares for
each of Messrs. Hill and Macaulay; and 5,000 shares for Mr. Widmann.
(3) Includes 12,000 shares subject to acquisition within 60 days pursuant to an
Option Plan.
(4) Includes 1,290 shares granted to Mr. Amonett and 1,364 shares granted to
each of the other named individuals pursuant to the Director Restricted
Stock Plan, with respect to which he has sole voting and no dispositive
power.
(5) Includes 85,041 shares granted to Mr. Bates pursuant to the Restricted Plan
(as hereinafter defined), with respect to which he has sole voting power
and no dispositive power. Also includes 30,000 shares subject to
acquisition by Mr. Bates within 60 days pursuant to an Option Plan.
(6) Includes (a) 1,000 shares held by Mr. Burguieres' wife, with respect to
which he has no voting or dispositive power, and (b) 500 shares held by Mr.
Burguieres' adult son supported by him, with respect to which he has sole
voting and dispositive power; Mr. Burguieres disclaims beneficial ownership
of all such shares. Also includes (a) 8,750 shares granted to Mr.
Burguieres pursuant to the Restricted Plan, with respect to which he has
sole voting and no dispositive power, and (b) 93,334 shares subject to
acquisition by Mr. Burguieres within 60 days pursuant to an Option Plan.
Also includes 431 shares held under the Company's Employee Stock Purchase
Plan (the "ESPP") in the account of Mr. Burguieres, as to which he has
sole voting and no dispositive power prior to withdrawal of such shares
from the ESPP. Shares may be withdrawn from the ESPP by a participant on
March 31 of each year upon written notice by such participant. Also
includes 184 shares held under
(FOOTNOTES CONTINUED ON FOLLOWING PAGE)
56
<PAGE>
the 401(k) Plan in Mr. Burguieres account, as to which shares Mr.
Burguieres has sole voting and no dispositive power.
(7) Includes 6,569,306 shares owned beneficially by First Reserve and the First
Reserve Funds; Messrs. Hill and Macaulay disclaim beneficial ownership of
such shares.
(8) Does not include 1,050,000 shares owned by Permian Mud Service, Inc.
("Permian"). Mr. Johnson is a director, officer and substantial
beneficial shareholder of Permian and therefore may be deemed to be a
beneficial owner of the shares of the Common Stock held by Permian; Mr.
Johnson disclaims beneficial ownership of all such shares. Includes (a)
6,000 shares held by Mr. Johnson as a trustee of various trusts for his
children, with respect to which he has sole voting and dispositive power,
and (b) 120 shares held as custodian for Mr. Johnson's children, with
respect to which he has sole voting and dispositive power; Mr. Johnson
disclaims beneficial ownership of all such shares.
(9) Includes 6,967 shares held by Mr. Macaulay's wife, with respect to which he
has no voting or dispositive power; Mr. Macaulay disclaims beneficial
ownership of such shares.
(10) Includes (a) 625 shares held by Mr. Moses' adult son supported by him, with
respect to which Mr. Moses has no voting or dispositive power, and (b) an
aggregate of 45,000 shares held in various trusts for Mr. Moses' children,
his brother and his sister, of which Mr. Moses is the trustee, with respect
to which Mr. Moses has sole voting and dispositive power; Mr. Moses
disclaims beneficial ownership of all such shares. Does not include (a) an
aggregate of 52,500 shares held in various trusts for Mr. Moses' children,
with respect to which Mr. Moses has no voting or dispositive power, or (b)
1,851 shares held in a trust for Mr. Moses' son, with respect to which he
has no voting or dispositive power; since Mr. Moses is not a trustee of
such trusts and has no voting or dispositive power, he disclaims beneficial
ownership of all such shares.
(11) Mr. Eagles resigned as an executive officer of the Company effective
January 5, 1998 and as an employee effective February 28, 1998. Includes
34,000 shares subject to acquisition by Mr. Eagles within 60 days pursuant
to an Option Plan.
(12) Includes (a) 8,125 shares granted to Mr. Burke pursuant to the Restricted
Plan, with respect to which he has sole voting and no dispositive power,
and (b) 28,666 shares subject to acquisition by Mr. Burke within 60 days
pursuant to an Option Plan. Also includes 2,076 shares held under the
401(k) Plan in Mr. Burke's account, with respect to which shares Mr. Burke
has sole voting and no dispositive power.
(13) Includes (a) 2,625 shares granted to Mr. Nolen pursuant to the Restricted
Plan, with respect to which he has sole voting and no dispositive power,
and (b) 24,916 shares subject to acquisition by Mr. Nolen within 60 days
pursuant to the Option Plans. Also includes 259 shares held under the
401(k) Plan in Mr. Nolen's account, with respect to which shares Mr. Nolen
has sole voting and no dispositive power.
(14) Includes (a) 6,625 shares granted to Ms. Thomas pursuant to the Restricted
Plan, with respect to which she has sole voting and no dispositive power,
and (b) 32,666 shares subject to acquisition by Ms. Thomas within 60 days
pursuant to the Option Plans. Also includes 890 shares held under the
401(k) Plan in Ms. Thomas' account, with respect to which shares Ms. Thomas
has sole voting and no dispositive power.
(15) See footnotes (2) through (14). Also includes 11,000 shares subject to
acquisition by an executive officer not named in the table within 60 days
pursuant to the Option Plans, 9,125 shares pursuant to the Restricted Plan,
with respect to which such executive officers have sole voting and no
dispositive power, and 771 shares held under the 401(k) Plan in one of such
executive officer's account, with respect to which shares he has sole
voting and no dispositive power.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
A predecessor of Phoenix Energy Products, Inc. ("Phoenix") purchased
certain assets of Enterra in September 1995. Pursuant to the asset purchase
agreement for such acquisition, one of the Company's subsidiaries agreed to
remediate certain environmental contamination at properties sold to Phoenix.
Certain First Reserve Funds own Phoenix. See Item 12 for additional information.
For additional information concerning this Item, reference is made to Item
11.
57
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a)1. Consolidated Financial Statements:
Report of Arthur Andersen LLP, Independent Public Accountants, dated March
11, 1998.
Consolidated Balance Sheets -- December 31, 1997 and 1996.
Consolidated Statements of Income for Each of the Three Years in the
Period Ended December 31, 1997.
Consolidated Statements of Stockholders' Equity for Each of the Three
Years in the Period Ended December 31, 1997.
Consolidated Statements of Cash Flows for Each of the Three Years in the
Period Ended December 31, 1997.
Notes to Consolidated Financial Statements.
2. EXHIBITS:
EXHIBIT
NUMBER DESCRIPTIONS
- ----------------------------------------------------------------------------
2.1 -- Agreement and Plan of Merger dated as of June 23, 1995, as
amended by Amendment No. 1 to Agreement and Plan of Merger
dated as of August 28, 1995, between Weatherford
International Incorporated and Enterra Corporation
(incorporated by reference to Exhibit 2.1 to the Company's
Registration Statement on Form S-4 (Registration No.
33-62195)).
2.2 -- Amendment No. 2 to Agreement and Plan of Merger dated as
of October 5, 1995, between Weatherford International
Incorporated and Enterra Corporation (incorporated by
reference to Exhibit 2.2 to the Company's Current Report
on Form 8-K dated October 5, 1995 (File No. 1-7867)).
2.3 -- Agreement dated as of September 20, 1995, among Zapata
Corporation, Energy Industries, Inc., Zapata Energy
Industries, L.P., Enterra Corporation and Enterra
Compression Company (incorporated by reference to Exhibit
2 to Enterra Corporation's Current Report on Form 8-K
dated October 2, 1995 (File No. 1-8153)).
2.4 -- Agreement and Plan of Merger dated as of March 4, 1998
between Weatherford Enterra, Inc. and EVI, Inc.
(incorporated by reference to Exhibit 2.1 to the Com-
pany's Current Report on Form 8-K dated March 4, 1998
(File No. 1-7867)).
3.1 -- Corrected Restated Certificate of Incorporation of the
Company (incorporated by reference to Exhibit 3.1 to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1995 (File No. 1-7867)).
3.2 -- Amended and Restated Bylaws of the Company (incorporated
by reference to Exhibit 3.2 to the Company's Annual Report
on Form 10-K for the year ended December 31, 1996 (File
No. 1-7867)).
4.1 -- Credit Agreement dated as of October 5, 1995 among
Weatherford Enterra, Inc., Weatherford Enterra U.S., Inc.,
Weatherford/Lamb, Inc., Bank of America Illinois, as
Documentation Agent, Texas Commerce Bank National
Association, as Administrative Agent, Credit Lyonnais New
York Branch, ABN Amro Bank, N.V., Bank of Montreal, First
Interstate Bank of Texas, N.A., Arab Banking Corporation
(B.S.C.) and the financial institutions listed on the
signature pages thereto (incorporated by reference to
Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1995 (File No.
1-7867)).
58
EXHIBIT
NUMBER DESCRIPTIONS
- ----------------------------------------------------------------------------
4.2 -- First Amendment to Credit Agreement dated as of December
29, 1995 among Weatherford Enterra, Inc., Weatherford
Enterra U.S., Inc., Weatherford/Lamb, Inc., Weatherford
Enterra U.S., Limited Partnership, Bank of America
Illinois, as Documentation Agent, Texas Commerce Bank
National Association, as Administrative Agent, Credit
Lyonnais New York Branch, ABN Amro Bank, N.V., Bank of
Montreal, First Interstate Bank of Texas, N.A., Arab
Banking Corporation (B.S.C.) and the financial
institutions listed on the signature pages thereto
(incorporated by reference to Exhibit 4.2 to the Company's
Annual Report on Form 10-K for the year ended December 31,
1996 (File No. 1-7867)).
*4.3 -- Second Amendment to Credit Agreement dated as of March 20,
1996 among Weatherford Enterra, Inc., Bank of America
Illinois, as Documentation Agent, Texas Commerce Bank
National Association, as Administrative Agent, Credit
Lyonnais New York Branch, ABN Amro Bank, N.V., Bank of
Montreal, First Interstate Bank of Texas, N.A., Arab
Banking Corporation (B.S.C.) and the financial
institutions listed on the signature pages thereto.
*4.4 -- Third Amendment to Credit Agreement dated as of October
24, 1997 among Weatherford Enterra, Inc., Bank of America
National Trust and Savings Association (as successor to
Bank of America Illinois), as Documentation Agent, Texas
Commerce Bank National Association (as successor to Bank
of America Illinois), as Administrative Agent, and the
financial institutions listed on the signature pages
thereto.
4.5 -- Agreement dated as of June 23, 1995, as amended as of
August 28, 1995 (the "Stockholders Agreement"), among
Weatherford International Incorporated and American Gas &
Oil Investors, Limited Partnership, AmGO II, Limited
Partnership, AmGO III, Limited Partnership, First Reserve
Secured Energy Assets Fund, Limited Partnership, First
Reserve Fund V, Limited Partnership, First Reserve Fund
V-2, Limited Partnership, and First Reserve Fund VI,
Limited Partnership (collectively, the "First Reserve
Funds"), and First Reserve Corporation (incorporated by
reference to Exhibit 4.6 to the Company's Registration
Statement on Form S-4 (Registration No. 33-62195)).
4.6 -- Letters dated January 29, 1997, adding William E. Macaulay
and John A. Hill, respectively, as parties to the
Stockholders Agreement (incorporated by reference to
Exhibit 4.4 to the Company's Annual Report on Form 10-K
for the year ended December 31, 1996 (File No. 1-7867)).
4.7 -- Indenture dated May 17, 1996, between the Company and Bank
of Montreal Trust Company, as Trustee (incorporated by
reference to Exhibit 4.1 to the Company's Current Report
on Form 8-K dated May 28, 1996 (File No. 1-7867)).
4.8 -- Form of the Company's 7 1/4% Notes Due May 15, 2006
(incorporated by reference to Exhibit 4.2 to the Company's
Current Report on Form 8-K dated May 28, 1996 (File No.
1-7867)).
4.9 -- Form of the Company's Common Stock certificate
(incorporated by reference to Exhibit 4.7 to the Company's
Annual Report on Form 10-K for the year ended December 31,
1998 (File No. 1-7867)).
*10.1 -- Amended and Restated Change of Control Agreements with
James R. Burke, Jon Nicholson, Norman W. Nolen and H.
Suzanne Thomas (incorporated by reference to Exhibit 10.1
to the Company's Annual Report on Form 10-K for the year
ended December 31, 1996 (File No. 1-7867)); and Change of
Control Agreements with Thomas R. Bates, Jr. (incorporated
by reference to Exhibit 10.4 to the Company's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1997
(File No. 1-17867)); and Randall D. Stilley.
59
EXHIBIT
NUMBER DESCRIPTIONS
- ----------------------------------------------------------------------------
*10.2 -- Indemnification Agreements with Thomas N. Amonett, William
E. Greehey, Robert K. Moses, Jr. and H. Suzanne Thomas
(incorporated by reference to Exhibit 10.10 to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1987 (File No. 1-7867)); Philip Burguieres
and Norman W. Nolen (incorporated by reference to Exhibit
10.4 to the Company's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1991 (File No. 1-7867)); James
R. Burke and John W. Johnson (incorporated by reference to
Exhibit 10.9 to the Company's Annual Report on Form 10-K
for the year ended December 31, 1991 (File No. 1-7867));
John A. Hill, William E. Macaulay and Roger M. Widmann
(incorporated by reference to Exhibit 10.2 to the
Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1995 (File No. 1-7867)); Thomas J.
Edelman and Jon Nicholson (incorporated by reference to
Exhibit 10.2 to the Company's Annual Report on Form 10-K
for the year ended December 31, 1996 (File No. 1-7867));
Thomas R. Bates, Jr. (incorporated by reference to Exhibit
10.5 to the Company's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1997 (File No. 1-7867)); and
Randall D. Stilley.
10.3 -- 1987 Stock Option Plan, as amended and restated
(incorporated by reference to Exhibit 10.3 to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1996 (File No. 1-7867)).
10.4 -- 1991 Stock Option Plan, as amended and restated
(incorporated by reference to Exhibit 10.4 to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1996 (File No. 1-7867)).
10.5 -- Stock Appreciation Rights Plan (incorporated by reference
to Exhibit 10.5 to the Company's Annual Report on Form
10-K for the year ended December 31, 1990 (File No.
1-7867)) and First Amendment to Stock Appreciation Rights
Plan (incorporated by reference to Exhibit 10.3 to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1994 (File No. 1-7867)).
10.6 -- Restricted Stock Incentive Plan, as amended and restated
(incorporated by reference to Exhibit 10.6 to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1996 (File No. 1-7867)).
10.7 -- Executive Incentive Stock Bonus Plan, as amended
(incorporated by reference to Exhibit 10.7 to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1996 (File No. 1-7867)).
10.8 -- Supplemental Savings Plan (incorporated by reference to
Exhibit 10.11 to the Company's Form 10-K Annual Report for
the year ended December 31, 1994 (File No. 1-7867)); and
First Amendment and Second Amendment to Supplemental
Savings Plan (incorporated by reference to Exhibit 10.9 to
the Company's Annual Report on Form 10-K for the year
ended December 31, 1996 (File No. 1-7867)).
10.9 -- Non-Employee Director Retirement Plan (incorporated by
reference to Exhibit 10.12 to the Company's Annual Report
on Form 10-K for the year ended December 31, 1992 (File
No. 1-7867)).
10.10 -- Deferred Compensation Plan for Non-Employee Directors
(incorporated by reference to Exhibit 10.12 to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1994 (File No. 1-7867)).
10.11 -- Non-Employee Director Stock Option Plan, as amended and
restated (incorporated by reference to Exhibit 10.1 to the
Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1997 (File No. 1-7867)).
10.12 -- 1997 Non-Employee Director Restricted Stock Plan
(incorporated by reference to Exhibit 10.2 to the
Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1997 (File No. 1-7867)).
60
EXHIBIT
NUMBER DESCRIPTIONS
- ----------------------------------------------------------------------------
10.13 -- Employment Agreement with Thomas R. Bates, Jr.
(incorporated by reference to Exhibit 10.3 to the
Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1997 (File No. 1-7867)).
10.14 -- Consulting Agreement dated October 5, 1995 with D. Dale
Wood (incorporated by reference to Exhibit 10.3 to the
Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1995 (File No. 1-7867)).
10.15 -- Employment Agreement dated as of October 17, 1996 with
Philip Burguieres (incorporated by reference to Exhibit
10.14 to the Company's Annual Report on Form 10-K for the
year ended December 31, 1996 (File No. 1-7867)).
10.16 -- Consulting Agreement dated as of July 26, 1996 with Thomas
N. Amonett and First Amendment to Consulting Agreement
dated as of January 1, 1997 (incorporated by reference to
Exhibit 10.15 to the Company's Annual Report on Form 10-K
for the year ended December 31, 1996 (File No. 1-7867)).
10.17 -- Severance Agreement dated May 15, 1997 with Thomas N.
Amonett (incorporated by reference to Exhibit 10.6 to the
Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1997 (File No. 1-7867)).
*10.18 -- Consulting and Severance Agreement dated as of February
17, 1998 with M. E. Eagles.
*21 -- Subsidiaries of the Company
*23 -- Consent of Independent Public Accountants
*27 -- Article 5 Financial Data Schedule
- ------------
* Filed herewith.
Exhibits 10.1-10.18 are management contracts or compensatory plans or
arrangements.
The Company will furnish to the Commission upon request a copy of each
other instrument with respect to the long-term debt of the Company and its
subsidiaries that defines the rights of holders of such debt or includes
provisions that provide for cross default under such instruments.
The Company will furnish a copy of any exhibit described above to the
beneficial holder of its securities upon receipt of a written request therefor,
provided that such request sets forth a good faith representation that the
individual requesting such exhibits is as of the date of the request a
beneficial holder of the Common Stock, and provided further that such holder
pays to the Company a fee compensating the Company for its reasonable expenses
in furnishing such exhibits.
(b) Reports on Form 8-K.
None.
61
****
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, on March 25, 1998.
WEATHERFORD ENTERRA, INC.
By: /s/ THOMAS R. BATES, JR.
Thomas R. Bates, Jr.
President and
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the date indicated.
Signature Title Date
- ------------------------------------------------------------------------------
/s/THOMAS R. BATES, JR. President and Chief Executive March 25, 1998
(Thomas R. Bates, Jr.) Officer and Director
(Principal Executive Officer)
/s/NORMAN W. NOLEN Senior Vice President, Chief March 25, 1998
(Norman W. Nolen) Financial Officer and
Treasurer (Principal Financial
and Accounting Officer)
/s/PHILIP BURGUIERES Chairman of the Board and March 25, 1998
(Philip Burguieres) Director
/s/THOMAS N. AMONETT Director March 25, 1998
(Thomas N. Amonett)
/s/THOMAS J. EDELMAN Director March 25, 1998
(Thomas J. Edelman)
/s/WILLIAM E. GREEHEY Director March 25, 1998
(William E. Greehey)
/s/JOHN W. HILL Director March 25, 1998
(John W. Hill)
/s/JOHN W. JOHNSON Director March 25, 1998
(John W. Johnson)
/s/WILLIAM E. MACAULAY Director March 25, 1998
(William E. Macaulay)
/s/ROBERT K. MOSES, JR. Director March 25, 1998
(Robert K. Moses, Jr.)
/s/ROGER M. WIDMANN Director March 25, 1998
(Roger M. Widmann)
62
<PAGE>
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTIONS
- ----------------------------------------------------------------------------
2.1 -- Agreement and Plan of Merger dated as of June 23, 1995, as
amended by Amendment No. 1 to Agreement and Plan of Merger
dated as of August 28, 1995, between Weatherford
International Incorporated and Enterra Corporation
(incorporated by reference to Exhibit 2.1 to the Company's
Registration Statement on Form S-4 (Registration No.
33-62195)).
2.2 -- Amendment No. 2 to Agreement and Plan of Merger dated as
of October 5, 1995, between Weatherford International
Incorporated and Enterra Corporation (incorporated by
reference to Exhibit 2.2 to the Company's Current Report
on Form 8-K dated October 5, 1995 (File No. 1-7867)).
2.3 -- Agreement dated as of September 20, 1995, among Zapata
Corporation, Energy Industries, Inc., Zapata Energy
Industries, L.P., Enterra Corporation and Enterra
Compression Company (incorporated by reference to Exhibit
2 to Enterra Corporation's Current Report on Form 8-K
dated October 2, 1995 (File No. 1-8153)).
2.4 -- Agreement and Plan of Merger dated as of March 4, 1998
between Weatherford Enterra, Inc. and EVI, Inc.
(incorporated by reference to Exhibit 2.1 to the Com-
pany's Current Report on Form 8-K dated March 4, 1998
(File No. 1-7867)).
3.1 -- Corrected Restated Certificate of Incorporation of the
Company (incorporated by reference to Exhibit 3.1 to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1995 (File No. 1-7867)).
3.2 -- Amended and Restated Bylaws of the Company (incorporated
by reference to Exhibit 3.2 to the Company's Annual Report
on Form 10-K for the year ended December 31, 1996 (File
No. 1-7867)).
4.1 -- Credit Agreement dated as of October 5, 1995 among
Weatherford Enterra, Inc., Weatherford Enterra U.S., Inc.,
Weatherford/Lamb, Inc., Bank of America Illinois, as
Documentation Agent, Texas Commerce Bank National
Association, as Administrative Agent, Credit Lyonnais New
York Branch, ABN Amro Bank, N.V., Bank of Montreal, First
Interstate Bank of Texas, N.A., Arab Banking Corporation
(B.S.C.) and the financial institutions listed on the
signature pages thereto (incorporated by reference to
Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1995 (File No.
1-7867)).
4.2 -- First Amendment to Credit Agreement dated as of December
29, 1995 among Weatherford Enterra, Inc., Weatherford
Enterra U.S., Inc., Weatherford/Lamb, Inc., Weatherford
Enterra U.S., Limited Partnership, Bank of America
Illinois, as Documentation Agent, Texas Commerce Bank
National Association, as Administrative Agent, Credit
Lyonnais New York Branch, ABN Amro Bank, N.V., Bank of
Montreal, First Interstate Bank of Texas, N.A., Arab
Banking Corporation (B.S.C.) and the financial
institutions listed on the signature pages thereto
(incorporated by reference to Exhibit 4.2 to the Company's
Annual Report on Form 10-K for the year ended December 31,
1996 (File No. 1-7867)).
*4.3 -- Second Amendment to Credit Agreement dated as of March 20,
1996 among Weatherford Enterra, Inc., Bank of America
Illinois, as Documentation Agent, Texas Commerce Bank
National Association, as Administrative Agent, Credit
Lyonnais New York Branch, ABN Amro Bank, N.V., Bank of
Montreal, First Interstate Bank of Texas, N.A., Arab
Banking Corporation (B.S.C.) and the financial
institutions listed on the signature pages thereto.
*4.4 -- Third Amendment to Credit Agreement dated as of October
24, 1997 among Weatherford Enterra, Inc., Bank of America
National Trust and Savings Association (as successor to
Bank of America Illinois), as Documentation Agent, Texas
Commerce Bank National Association (as successor to Bank
of America Illinois), as Administrative Agent, and the
financial institutions listed on the signature pages
thereto.
63
<PAGE>
EXHIBIT
NUMBER DESCRIPTIONS
- ----------------------------------------------------------------------------
4.5 -- Agreement dated as of June 23, 1995, as amended as of
August 28, 1995 (the "Stockholders Agreement"), among
Weatherford International Incorporated and American Gas &
Oil Investors, Limited Partnership, AmGO II, Limited
Partnership, AmGO III, Limited Partnership, First Reserve
Secured Energy Assets Fund, Limited Partnership, First
Reserve Fund V, Limited Partnership, First Reserve Fund
V-2, Limited Partnership, and First Reserve Fund VI,
Limited Partnership (collectively, the "First Reserve
Funds"), and First Reserve Corporation (incorporated by
reference to Exhibit 4.6 to the Company's Registration
Statement on Form S-4 (Registration No. 33-62195)).
4.6 -- Letters dated January 29, 1997, adding William E. Macaulay
and John A. Hill, respectively, as parties to the
Stockholders Agreement (incorporated by reference to
Exhibit 4.4 to the Company's Annual Report on Form 10-K
for the year ended December 31, 1996 (File No. 1-7867)).
4.7 -- Indenture dated May 17, 1996, between the Company and Bank
of Montreal Trust Company, as Trustee (incorporated by
reference to Exhibit 4.1 to the Company's Current Report
on Form 8-K dated May 28, 1996 (File No. 1-7867)).
4.8 -- Form of the Company's 7 1/4% Notes Due May 15, 2006
(incorporated by reference to Exhibit 4.2 to the Company's
Current Report on Form 8-K dated May 28, 1996 (File No.
1-7867)).
4.9 -- Form of the Company's Common Stock certificate
(incorporated by reference to Exhibit 4.7 to the Company's
Annual Report on Form 10-K for the year ended December 31,
1998 (File No. 1-7867)).
*10.1 -- Amended and Restated Change of Control Agreements with
James R. Burke, Jon Nicholson, Norman W. Nolen and H.
Suzanne Thomas (incorporated by reference to Exhibit 10.1
to the Company's Annual Report on Form 10-K for the year
ended December 31, 1996 (File No. 1-7867)); and Change of
Control Agreements with Thomas R. Bates, Jr. (incorporated
by reference to Exhibit 10.4 to the Company's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1997
(File No. 1-17867)); and Randall D. Stilley.
*10.2 -- Indemnification Agreements with Thomas N. Amonett, William
E. Greehey, Robert K. Moses, Jr. and H. Suzanne Thomas
(incorporated by reference to Exhibit 10.10 to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1987 (File No. 1-7867)); Philip Burguieres
and Norman W. Nolen (incorporated by reference to Exhibit
10.4 to the Company's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1991 (File No. 1-7867)); James
R. Burke and John W. Johnson (incorporated by reference to
Exhibit 10.9 to the Company's Annual Report on Form 10-K
for the year ended December 31, 1991 (File No. 1-7867));
John A. Hill, William E. Macaulay and Roger M. Widmann
(incorporated by reference to Exhibit 10.2 to the
Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1995 (File No. 1-7867)); Thomas J.
Edelman and Jon Nicholson (incorporated by reference to
Exhibit 10.2 to the Company's Annual Report on Form 10-K
for the year ended December 31, 1996 (File No. 1-7867));
Thomas R. Bates, Jr. (incorporated by reference to Exhibit
10.5 to the Company's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1997 (File No. 1-7867)); and
Randall D. Stilley.
10.3 -- 1987 Stock Option Plan, as amended and restated
(incorporated by reference to Exhibit 10.3 to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1996 (File No. 1-7867)).
10.4 -- 1991 Stock Option Plan, as amended and restated
(incorporated by reference to Exhibit 10.4 to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1996 (File No. 1-7867)).
64
<PAGE>
EXHIBIT
NUMBER DESCRIPTIONS
- ----------------------------------------------------------------------------
10.5 -- Stock Appreciation Rights Plan (incorporated by reference
to Exhibit 10.5 to the Company's Annual Report on Form
10-K for the year ended December 31, 1990 (File No.
1-7867)) and First Amendment to Stock Appreciation Rights
Plan (incorporated by reference to Exhibit 10.3 to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1994 (File No. 1-7867)).
10.6 -- Restricted Stock Incentive Plan, as amended and restated
(incorporated by reference to Exhibit 10.6 to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1996 (File No. 1-7867)).
10.7 -- Executive Incentive Stock Bonus Plan, as amended
(incorporated by reference to Exhibit 10.7 to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1996 (File No. 1-7867)).
10.8 -- Supplemental Savings Plan (incorporated by reference to
Exhibit 10.11 to the Company's Form 10-K Annual Report for
the year ended December 31, 1994 (File No. 1-7867)); and
First Amendment and Second Amendment to Supplemental
Savings Plan (incorporated by reference to Exhibit 10.9 to
the Company's Annual Report on Form 10-K for the year
ended December 31, 1996 (File No. 1-7867)).
10.9 -- Non-Employee Director Retirement Plan (incorporated by
reference to Exhibit 10.12 to the Company's Annual Report
on Form 10-K for the year ended December 31, 1992 (File
No. 1-7867)).
10.10 -- Deferred Compensation Plan for Non-Employee Directors
(incorporated by reference to Exhibit 10.12 to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1994 (File No. 1-7867)).
10.11 -- Non-Employee Director Stock Option Plan, as amended and
restated (incorporated by reference to Exhibit 10.1 to the
Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1997 (File No. 1-7867)).
10.12 -- 1997 Non-Employee Director Restricted Stock Plan
(incorporated by reference to Exhibit 10.2 to the
Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1997 (File No. 1-7867)).
10.13 -- Employment Agreement with Thomas R. Bates, Jr.
(incorporated by reference to Exhibit 10.3 to the
Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1997 (File No. 1-7867)).
10.14 -- Consulting Agreement dated October 5, 1995 with D. Dale
Wood (incorporated by reference to Exhibit 10.3 to the
Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1995 (File No. 1-7867)).
10.15 -- Employment Agreement dated as of October 17, 1996 with
Philip Burguieres (incorporated by reference to Exhibit
10.14 to the Company's Annual Report on Form 10-K for the
year ended December 31, 1996 (File No. 1-7867)).
10.16 -- Consulting Agreement dated as of July 26, 1996 with Thomas
N. Amonett and First Amendment to Consulting Agreement
dated as of January 1, 1997 (incorporated by reference to
Exhibit 10.15 to the Company's Annual Report on Form 10-K
for the year ended December 31, 1996 (File No. 1-7867)).
10.17 -- Severance Agreement dated May 15, 1997 with Thomas N.
Amonett (incorporated by reference to Exhibit 10.6 to the
Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1997 (File No. 1-7867)).
*10.18 -- Consulting and Severance Agreement dated as of February
17, 1998 with M. E. Eagles.
*21 -- Subsidiaries of the Company
*23 -- Consent of Independent Public Accountants
*27 -- Article 5 Financial Data Schedule
- ------------
* Filed herewith.
Exhibits 10.1-10.18 are management contracts or compensatory plans or
arrangements.
65
EXHIBIT 4.3
SECOND AMENDMENT TO CREDIT AGREEMENT
This SECOND AMENDMENT TO CREDIT AGREEMENT (this "Second Amendment") is
dated as of March 20, 1996, among WEATHERFORD ENTERRA, INC., a Delaware
corporation (the "COMPANY"), WEATHERFORD ENTERRA U.S., INC., a Delaware
corporation, now known as WEATHERFORD U.S., INC. ("WUSI"), WEATHERFORD/LAMB,
INC., a Delaware corporation ("WLI"), WEATHERFORD ENTERRA U.S., LIMITED
PARTNERSHIP, a Louisiana limited partnership ("W/E, L.P."), the several
financial institutions party to this Second Amendment (collectively, the
"BANKS"; individually, a "Bank"), BANK OF AMERICA ILLINOIS, as the documentation
agent for the Banks (the "DOCUMENTATION AGENT"), TEXAS COMMERCE BANK NATIONAL
ASSOCIATION, as the administrative agent for the Banks (the "ADMINISTRATIVE
AGENT"; together with the Documentation Agent, the "Agents"), CREDIT LYONNAIS
NEW YORK BRANCH, as the senior co-agent and ABN AMRO BANK, N.V., BANK OF
MONTREAL, FIRST INTERSTATE BANK OF TEXAS, N.A. and ARAB BANKING CORPORATION
(B.S.C.), as the co-agents. Capitalized terms which are used herein without
definition and which are defined in the Credit Agreement referred to below shall
have the meanings ascribed to them in the Credit Agreement.
WHEREAS, the Company, the Banks, the Agents and the Co-Agents are
parties to a certain Credit Agreement dated as of October 5, 1995, as amended by
First Amendment dated as of December 29, 1995 (as the same may be further
amended, modified or supplemented and in effect from time to time, the "CREDIT
AGREEMENT"); and
WHEREAS, the Company has advised the Agents and the Banks that it
intends to issue 10 year senior notes in the principal amount of $200,000,000,
and in order to accommodate the issuance of said notes the Company has requested
that the Agents and the Banks agree to amend the Credit Agreement to release the
Guarantors and to modify the Credit Agreement so that the Company will be the
only Revolving Loan Borrower; and
WHEREAS, subject to the terms hereof the Agents and the Banks are
willing to agree to the Company's requested modifications;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto hereby agrees as
follows:
SECTION 1. AMENDMENTS TO THE CREDIT AGREEMENT.
(a) AMENDMENTS TO ARTICLE I.
(i) The definition of "Revolving Loan Borrowers" set
forth in ARTICLE I of the Credit Agreement is hereby amended to
read as follows:
"REVOLVING LOAN BORROWER" means the Company.
(ii) The definition of "Subsidiary Borrowers" is
hereby deleted.
<PAGE>
(iii) The definitions of "Guarantors" and "Guaranty
Agreements" are hereby deleted.
(b) AMENDMENT TO ARTICLE II. SECTION 2.07 is hereby amended by
re-designating SUBSECTIONS 2.07(C), (D) and (E) as SUBSECTIONS 2.07(D),
(E) and (F), and by adding a new SUBSECTION 2.07(C) to read as follows:
"(c) In the event the Company issues notes or other debt
instruments, or incurs other indebtedness for money borrowed
(other than the Loans), in a principal amount which, when
combined with the principal amount of all other indebtedness of
the Company for money borrowed then outstanding (excluding the
Loans), exceeds $10,000,000, the net proceeds of such issuance or
other borrowing shall be used to prepay the Revolving Loans
and/or the Term Loans. Such prepayment shall be made at the time
such proceeds are received by the Company."
(c) AMENDMENT TO ARTICLE VI. ARTICLE VI is hereby amended by
deleting SECTION 6.13 in its entirety.
(d) AMENDMENT TO ARTICLE VII. ARTICLE VII of the Credit Agreement
is hereby amended by amending SECTION 7.13 to read as follows:
"7.13 SUBSIDIARY INDEBTEDNESS. The Company shall not
permit any Subsidiary to create, incur or suffer to exist any
Indebtedness or Contingent Obligations, except (i) Indebtedness
owed to the Company or to another wholly-owned Subsidiary of the
Company, (ii) Indebtedness in place as of the Closing Date, as
identified on SCHEDULE 7.13 of this Agreement, and all renewals
and extensions thereof, and refinancings thereof with a new
lender, but not increases thereof, and (iii) other Indebtedness
and Contingent Obligations in an aggregate amount for all
Subsidiaries not in excess of five percent (5%) of the Net Worth
of the Company and its Consolidated Subsidiaries, determined as
of the last day of the period covered by the most recent
financial statements delivered pursuant to SECTION 6.01.
SECTION 2. AMENDMENT TO ARTICLE 8. SECTION 8.01 of the Credit Agreement
is hereby amended by deleting SUBSECTION (L) thereof.
SECTION 3. SUBSIDIARY BORROWERS ELIMINATED. The parties agree that the
sole Revolving Loan Borrower shall be the Company, and from and after the
Effective Date WUSI, WLI and W/E, L.P. shall not be Revolving Loan Borrowers and
shall not be parties to the Credit Agreement. All of the references in the
Credit Agreement and other Loan Documents to "Revolving Loan Borrowers" shall be
deemed references to the Revolving Loan Borrower. The parties acknowledge and
agree that there are no outstanding Revolving Loans to WUSI, WLI or W/E, L.P.
-2-
<PAGE>
SECTION 4. RELEASE OF GUARANTIES.
(a) The Agents and the Banks do hereby release each of WUSI, WLI,
W/E, L.P., Enterra Compression Company, Enterra Petroleum Equipment
Group, Inc., CRC-Evans Pipeline International, Inc., Total Engineering
Services Team, Inc. and CRC-Evans Automatic Welding Limited from all
obligations pursuant to the Guaranties signed by each of them.
(b) The Agents, the Banks and the Company agree that the Guaranty
executed by the Company is hereby terminated; provided, however, that
such termination shall not in any way impair, diminish or otherwise
affect (i) the Company's obligation under such Guaranty for guaranteed
Obligations incurred prior to, or arising from circumstances existing as
of, the Effective Date or (ii) the Company's obligations under the
Credit Agreement and all other Loan Documents.
SECTION 5. REPRESENTATIONS AND WARRANTIES. The Company represents and
warrants to the Agents and to each of the Banks that:
(a) This Second Amendment and the Credit Agreement as amended
hereby, has been duly authorized, executed and delivered by the Company
and constitute its legal, valid and binding obligations enforceable in
accordance with their respective terms (subject, as to the enforcement
of remedies, to applicable bankruptcy, reorganization, insolvency,
moratorium and similar laws affecting creditors' rights generally and to
general principles of equity).
(b) The representations and warranties set forth in ARTICLE V of
the Credit Agreement are true and correct in all material respects
before and after giving effect to this Second Amendment with the same
effect as if made on the date hereof, except to the extent such
representations and warranties expressly related to an earlier date, in
which case they were true and correct in all material respects on and as
of such earlier date.
(c) As of the date hereof, at the time of and immediately after
giving effect to this Second Amendment, no Default or Event of Default
has occurred and is continuing.
SECTION 6. EFFECTIVE DATE. This Second Amendment shall be effective on
the date (the "Effective Date") of delivery to the Administrative Agent of this
Second Amendment, signed by the Company, the Subsidiaries who are named as
parties hereto, the Agents, the co-agents and each of the Banks.
SECTION 7. EFFECT OF AMENDMENT. This Second Amendment (i) except as
expressly provided herein, shall not be deemed to be a consent to the
modification or waiver of any other term or condition of the Credit Agreement or
of any of the instruments or agreements referred to therein and (ii) shall not
prejudice any right or rights which the Administrative Agent or the Banks may
now have under or in connection with the Credit Agreement, as amended by this
Second Amendment. Except as otherwise expressly provided by this Second
Amendment, all of the terms,
-3-
<PAGE>
conditions and provisions of the Credit Agreement shall remain the same. It is
declared and agreed by each of the parties hereto that the Credit Agreement, as
amended hereby, shall continue in full force and effect, and that this Second
Amendment and such Credit Agreement shall be read and construed as one
instrument.
SECTION 8. MISCELLANEOUS. This Second Amendment shall for all purposes
be construed in accordance with and governed by the laws of the State of New
York. The captions in this Second Amendment are for convenience of reference
only and shall not define or limit the provisions hereof. This Second Amendment
may be executed in separate counterparts, each of which when so executed and
delivered shall be an original, but all of which together shall constitute one
instrument. In proving this Second Amendment, it shall not be necessary to
produce or account for more than one such counterpart.
[SIGNATURES BEGIN ON THE FOLLOWING PAGE]
-4-
<PAGE>
NO ORAL AGREEMENTS. THE CREDIT AGREEMENT (AS AMENDED BY THIS SECOND
AMENDMENT) AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN
THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment
to be duly executed and delivered by their proper and duly authorized officers
as of the date and year first above written.
WEATHERFORD ENTERRA, INC.
By:/s/
-----------------------------------
Norman W. Nolen
Senior Vice President, Chief
Financial Officer and Treasurer
WEATHERFORD U.S., INC., formerly known
as Weatherford Enterra U.S., Inc.
By:/s/
-----------------------------------
Norman W. Nolen
Senior Vice President and
Treasurer
WEATHERFORD/LAMB, INC.
By:/s/
-----------------------------------
Norman W. Nolen
Senior Vice President and
Treasurer
WEATHERFORD ENTERRA U.S., LIMITED
PARTNERSHIP
By:/s/
-----------------------------------
Norman W. Nolen
Senior Vice President and
Treasurer
-5-
<PAGE>
BANK OF AMERICA ILLINOIS,
as Documentation Agent and as a
Bank
By:/s/
-----------------------------------
Name:
Title:
TEXAS COMMERCE BANK
NATIONAL ASSOCIATION,
as Administrative Agent and as a Bank
By:/s/
-----------------------------------
Name: Mona M. Foch
Title: Vice President
CREDIT LYONNAIS NEW YORK
BRANCH, as Senior Co-Agent and as
a Bank
By:/s/
-----------------------------------
Name:
Title:
ABN AMRO BANK N.V.,
as Co-Agent and as a Bank
By:/s/
-----------------------------------
Name:
Title:
By:/s/
-----------------------------------
Name:
Title:
BANK OF MONTREAL, as
Co-Agent and as a Bank
-6-
<PAGE>
By:/s/
-----------------------------------
Name:
Title:
FIRST INTERSTATE BANK OF
TEXAS, N.A., as Co-Agent and as a
Bank
By:/s/
-----------------------------------
Name:
Title:
ARAB BANKING CORPORATION
(B.S.C.), as Co-Agent and as a Bank
By:/s/
-----------------------------------
Name:
Title:
THE BANK OF NEW YORK
By:/s/
-----------------------------------
Name:
Title:
THE BANK OF NOVA SCOTIA
By:/s/
-----------------------------------
Name:
Title:
FIRST NATIONAL BANK OF
COMMERCE
By:/s/
-----------------------------------
Name:
Title:
THE FUJI BANK, LIMITED
-7-
<PAGE>
By:/s/
-----------------------------------
Name:
Title:
THE MITSUBISHI BANK, LIMITED
By:/s/
-----------------------------------
Name:
Title:
NATIONSBANK OF TEXAS, N.A.
By:/s/
-----------------------------------
Name:
Title:
THE YASUDA TRUST AND
BANKING COMPANY, LIMITED
By:/s/
-----------------------------------
Name:
Title:
-8-
EXHIBIT 4.4
THIRD AMENDMENT TO CREDIT AGREEMENT
This THIRD AMENDMENT TO CREDIT AGREEMENT (this "THIRD AMENDMENT") is
dated as of October 24, 1997 (the "EFFECTIVE DATE"), among WEATHERFORD ENTERRA,
INC., a Delaware corporation (the "COMPANY"), the several financial institutions
party to this Third Amendment (collectively, the "BANKS"; individually, a
"BANK"), BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, successor to
Bank of America Illinois, as the documentation agent for the Banks (the
"DOCUMENTATION AGENT"), and TEXAS COMMERCE BANK NATIONAL ASSOCIATION, as the
administrative agent for the Banks (the "ADMINISTRATIVE AGENT"; together with
the Documentation Agent, the "AGENTS"). Capitalized terms which are used herein
without definition and which are defined in the Credit Agreement referred to
below shall have the meanings ascribed to them in the Credit Agreement.
WHEREAS, reference is made to the Credit Agreement dated as of October
5, 1995, among the Company, the Banks therein named, the Agents and the
co-agents therein named, as amended by First Amendment dated as of December 29,
1995, and as further amended by Second Amendment dated as of March 20, 1996 (as
the same may be further amended, modified or supplemented and in effect from
time to time, the "CREDIT AGREEMENT"); and
WHEREAS, the Company has requested that the Agents and the Banks agree
to certain amendments to the Credit Agreement as herein set forth, and subject
to the terms hereof the Agents and the Banks are willing to agree to the
Company's requested modifications;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto hereby agrees as
follows:
SECTION 1. AMENDMENTS TO THE CREDIT AGREEMENT.
1.1 AMENDMENTS TO ARTICLE I.
(a) The definition of "APPLICABLE MARGIN" set forth in ARTICLE I
is hereby amended to read as set forth below:
"APPLICABLE MARGIN" means the number of Basis Points (as
defined in SECTION 2.02) per annum applicable to Base Rate Loans and
Eurodollar Loans as determined pursuant to SECTION 2.02 by reference to
SCHEDULE 2.02.
(b) The definitions of "EBIT" and "ADJUSTMENT DATE" set forth in
ARTICLE I are hereby deleted in their entirety.
(c) The definition of "INTEREST COVERAGE RATIO" set forth in
ARTICLE I is hereby amended by deleting the word "EBIT" and substituting the
word "EBITDA" therefor.
(d) Subsection (a) of the definition of "REVOLVING CREDIT
TERMINATION DATE" is hereby amended to read as follows: "(a) October 24, 2002;
and".
(e) The definition of "REVOLVING LOAN BORROWER" is hereby amended
to read as set forth below, and all references in the Credit Agreement to
"Revolving Loan
-1-
<PAGE>
Borrower" and "Revolving Loan Borrowers" shall mean Revolving Loan Borrower(s)
as defined below:
"REVOLVING LOAN BORROWER" means each of the Company
and the Subsidiary Borrowers.
(f) The definition of "WHOLLY-OWNED SUBSIDIARY" is hereby amended to
read as set forth below:
"WHOLLY-OWNED SUBSIDIARY" means any Subsidiary of which 100% of
the capital stock (other than directors' qualifying shares required by
law) or other equity interests (in the case of Persons other than
corporations), is owned, beneficially and of record, by the Company, or
by one or more of the other Wholly-Owned Subsidiaries, or both.
(g) The following definitions are hereby added to ARTICLE I in correct
alphabetical order:
"EBITDA" means, for the relevant period, the sum of: (a)
the consolidated Net Income of the Company and its Consolidated
Subsidiaries for such period, (b) non-recurring costs incurred during
such period by the Company and its Consolidated Subsidiaries in
connection with any Acquisition (including, but without limitation, the
Merger) consummated during such period to the extent included in the
determination of such consolidated Net Income, (c) consolidated Interest
Expense of the Company and its Consolidated Subsidiaries for such period
to the extent included in the determination of such consolidated Net
Income, (d) all taxes measured by income to the extent included in the
determination of such consolidated Net Income, and (e) all amounts
treated as expenses for depreciation and the amortization of intangibles
of any kind for such period to the extent included in the determination
of such Net Income; provided, however, that consolidated Net Income
shall be computed for purposes of this definition without giving effect
to extraordinary losses or extraordinary gains for such period.
"MOODY'S" means Moody's Investors Service, Inc.
"PARENT GUARANTY" means a Guaranty substantially in the
form of EXHIBIT "B-1" attached hereto, in favor of the Administrative
Agent and the Banks, as the same may be amended, supplemented or
otherwise modified from time to time. References to the "Guaranties" or
to a "Guaranty" shall, following any execution and delivery by the
Company of the Parent Guaranty, be deemed to refer to the Parent
Guaranty. Prior to any such execution and delivery by the Company of the
Parent Guaranty, any such references shall be given no effect.
References to the "Guarantors" or to a "Guarantor" shall, following any
execution and delivery by the Company of the Parent Guaranty, be deemed
to refer to the Company. Prior to any such execution and delivery by the
Company of the Parent Guaranty, any such references shall be given no
effect.
"RATING" means the rating assigned by the applicable
Rating Agency to senior unsecured (non-credit enhanced) long-term debt
of the Company.
-2-
<PAGE>
"RATING AGENCIES" means S&P and Moody's, respectively.
"S&P" means Standard & Poor's Corporation.
"SUBSIDIARY BORROWER" means each Wholly-Owned Subsidiary
that has executed and delivered this Agreement (including by means of
execution and delivery of a Subsidiary Borrower Counterpart) and has
satisfied the requirements of SECTION 4.03.
"SUBSIDIARY BORROWER COUNTERPART" means a counterpart in
substantially the form of EXHIBIT "I" hereto.
1.2 AMENDMENTS TO ARTICLE II.
(a) SECTION 2.01 is hereby amended by adding new SUBSECTIONS (D)
and (E) thereto, to read as follows:
(d) LOAN ACCOUNTS. The Loans made by each Bank shall be
evidenced by one or more accounts or records maintained by such Bank in
the ordinary course of business. The accounts or records maintained by
the Administrative Agent and each Bank shall be prima facie evidence of
the amount of the Loans made by the Banks to each Borrower and the
interest and payments thereon. Any failure so to record or any error in
doing so shall not, however, limit or otherwise affect the obligation of
any Borrower hereunder to pay any amount owing by such Borrower with
respect to the Loans made to such Borrower.
(e) NOTES. Upon the request of any Bank made through the
Administrative Agent, the Revolving Loans made by such Bank may be
evidenced by one or more Revolving Credit Notes, instead of or in
addition to loan accounts. Each Bank may endorse on the schedules
annexed to its Note(s) the date, amount and maturity of each Loan made
by it and the amount of each payment of principal made by or on behalf
of the relevant Borrower with respect thereto. Such Bank's endorsement
shall be prima facie evidence as to such matters; PROVIDED, HOWEVER,
that the failure of a Bank to make, or an error in making, a notation
thereon with respect to any Loan shall not limit or otherwise affect the
obligations of the Borrowers hereunder or under any such Note to such
Bank.
(b) SECTION 2.02 is hereby amended in its entirety to read as
follows:
2.02 CERTAIN PRICING TERMS. The Applicable Margin and the
Commitment Fee, at any time, shall be equal to the applicable number of
Basis Points per annum specified in SCHEDULE 2.02 hereto in the column
identified by the Level (a "Level") corresponding to the applicable
Ratings assigned at such time by the Rating Agencies; provided, however,
that (a) if different Ratings are assigned by S&P and Moody's and the
Ratings are only one Level apart, then the pricing shall be determined
based on the higher of the two Ratings, and (b) if different Ratings are
assigned by S&P and Moody's and the Ratings are more than one Level
apart, then the pricing shall be at the Level which is one Level higher
than the lower of the two Ratings. If any Rating established by a Rating
Agency shall be changed, such change shall be effective for purposes of
determining the Applicable
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<PAGE>
Margin and the Commitment Fee hereunder as of the date on which such
change is first announced by the applicable Rating Agency. The Company
shall give prompt written notice to the Administrative Agent of any
changes to any Ratings. As used herein, "Basis Point" means one
one-hundredth of one percent (1/100th of 1%).
(c) The first sentence of SUBSECTION 2.09(B) is hereby amended to read
in its entirety as follows:
The Company shall also pay to the Administrative Agent for the
account of each Bank a fee ("Commitment Fee") on the average daily
unused portion of such Bank's Commitment, computed on a quarterly basis
in arrears on the last Business Day of each calendar quarter based upon
the daily utilization for that quarter as calculated by the
Administrative Agent, equal to the applicable number of Basis Points per
annum determined in accordance with SECTION 2.02 by reference to
SCHEDULE 2.02.
1.3 AMENDMENTS TO ARTICLE IV. The following new SECTION 4.03 is added to
the Credit Agreement:
4.03 CONDITIONS OF INITIAL CREDIT EXTENSION TO EACH
SUBSIDIARY BORROWER. Any Wholly-Owned Subsidiary (other than a Foreign
Subsidiary) may become a Subsidiary Borrower. The Banks shall not be
required to make any Loan to a Subsidiary Borrower hereunder unless such
Subsidiary Borrower has furnished to the Administrative Agent with
sufficient copies for the Banks:
(a) A Subsidiary Borrower Counterpart executed by such
Subsidiary and acknowledged by the Company, together with a schedule of
litigation as may be necessary in connection with such Subsidiary making
the representations and warranties set forth in SECTION 5.05 of this
Agreement, such schedule to be in form and substance satisfactory to the
Administrative Agent and each of the Banks;
(b) A current certificate of existence and a certificate
of good standing (if such a certificate is available for the relevant
type of entity organized in such state), both certified by the
appropriate governmental officer, in its jurisdiction of organization;
(c) Copies, certified by the Secretary or Assistant
Secretary of such Subsidiary Borrower, of its Certificate or Articles of
Incorporation or other constituent documents, Bylaws (in the case of a
corporation) and resolutions authorizing the execution of the Loan
Documents to which it is a party;
(d) An incumbency certificate, executed by the Secretary
or Assistant Secretary of such Subsidiary Borrower, which shall identify
by name and title and bear the signature of the officers of the
Subsidiary Borrower authorized to sign the Loan Documents to which it is
a party and to make borrowings hereunder, upon which certificates the
Agent and the Banks shall be entitled to rely until informed of any
change in writing by such Subsidiary Borrower;
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<PAGE>
(e) A written opinion of counsel to such Subsidiary
Borrower in form and substance satisfactory to the Agent and the Banks,
pertaining to such Subsidiary Borrower and the Loan Documents to which
it is a party, substantially in the form set forth in EXHIBIT "G-1" and
EXHIBIT "G-2" hereto;
(f) If requested by Bank(s) acting through the
Administrative Agent, Revolving Credit Notes executed by such Subsidiary
Borrower and payable to the order of each of the requesting Banks;
(g) A Parent Guaranty executed by the Company, together
with (i) copies of resolutions of the board of directors of the Company
authorizing execution, delivery and performance of the Parent Guaranty,
(ii) a certificate of the Secretary or Assistant Secretary of the
Company certifying the name and the true signature of the officer of the
Company authorized to execute and deliver the Parent Guaranty and (iii)
an opinion of counsel to the Company, substantially in the form of
EXHIBIT G-1 and EXHIBIT G-2 hereto, pertaining to the Parent Guaranty;
and
(h) Such other documents as the Majority Banks through the
Administrative Agent may have reasonably requested.
1.4 AMENDMENTS TO ARTICLE VI.
(a) SUBSECTIONS (A) AND (B) of SECTION 6.01 are hereby amended so
as to delete all references to consolidating balance sheets and consolidating
statements of income, shareholders' equity and cash flows.
(b) SUBSECTION (C) of SECTION 6.01 is hereby deleted in its
entirety.
1.5 AMENDMENTS TO ARTICLE VII.
(a) SUBSECTION (L) of SECTION 7.01 is hereby amended by deleting
the number "$10,000,000" and inserting the following words in lieu thereof: "an
amount equal to fifteen percent (15%) of Net Worth determined as of the last day
of the period covered by the financial statements most recently delivered
pursuant to SECTION 6.01."
(b) SUBSECTION (G) of SECTION 7.01 is hereby amended by deleting
the number "$2,000,000" and inserting the following number in lieu thereof:
"$10,000,000".
(c) SUBSECTION (B) of SECTION 7.10 is hereby amended by deleting
"40%" and substituting "50%" therefor.
(d) SECTION 7.11 (Minimum Net Worth) is hereby deleted in its
entirety.
(e) SECTION 7.12 is hereby amended by deleting "2.5 to 1.0" and
substituting "3.0 to 1.0" therefor.
(f) SECTION 7.13 is hereby amended by deleting "five percent
(5%)" and substituting "ten percent (10%)" therefor.
1.6 AMENDMENT TO ARTICLE VIII. A new SUBSECTION (L) is hereby added to
SECTION 8.01 of the Credit Agreement, to read as follows:
-5-
<PAGE>
(l) GUARANTOR. Following the execution and delivery of the Parent
Guaranty by the Company, the Parent Guaranty is for any reason partially
(including with respect to future advances) or wholly revoked or
invalidated, or otherwise ceases to be in full force and effect, or the
Company contests the validity or enforceability thereof or denies that
it has any further liability or obligation thereunder, or any other
Person contests the validity or enforceability thereof.
1.7 AMENDED SCHEDULE 2.01. SCHEDULE 2.01 to the Credit Agreement is
hereby deleted in its entirety and an amended SCHEDULE 2.01 in the form attached
hereto is hereby substituted therefor.
1.8 AMENDED SCHEDULE 2.02. SCHEDULE 2.02 to the Credit Agreement is
hereby deleted in its entirety and an amended SCHEDULE 2.02 in the form attached
hereto is hereby substituted therefor.
1.9 AMENDED EXHIBIT "B-1". EXHIBIT "B-1" (form of Parent Guaranty) is
hereby deleted in its entirety and an amended EXHIBIT "B-1" in the form attached
hereto is hereby, substituted therefor. EXHIBIT "B-2" (form of Domestic
Subsidiary Guaranty) is hereby deleted in its entirety.
1.10 NEW EXHIBIT "I". Exhibit "I" (Subsidiary Borrower Counterpart) is
hereby added to the Credit Agreement in the form attached hereto.
SECTION 2. REPRESENTATIONS AND WARRANTIES. The Company represents and
warrants to the Agents and to each of the Banks that:
2.1 This Third Amendment and the Credit Agreement as amended hereby, has
been duly authorized, executed and delivered by the Company and constitute its
legal, valid and binding obligations enforceable in accordance with their
respective terms (subject, as to the enforcement of remedies, to applicable
bankruptcy, reorganization, insolvency, moratorium and similar laws affecting
creditors' rights generally and to general principles of equity).
2.2 The representations and warranties set forth in ARTICLE V of the
Credit Agreement are true and correct in all material respects before and after
giving effect to this Third Amendment with the same effect as if made on the
date hereof, except to the extent such representations and warranties expressly
related to an earlier date, in which case they were true and correct in all
material respects on and as of such earlier date.
2.3 As of the date hereof, at the time of and immediately after giving
effect to this Third Amendment, no Default or Event of Default has occurred and
is continuing.
SECTION 3. EFFECTIVE DATE. This Third Amendment shall be effective on
the date of delivery to the Administrative Agent of (a) this Third Amendment,
signed by the Company, the Agents and each of the Banks, and (b) a certificate
of the Secretary or Assistant Secretary of the Company, certifying copies of
resolutions of the Company's board of directors authorizing execution and
delivery of this Third Amendment and certifying the name(s) and true
signature(s) of the officer(s) of the Company signing this Third Amendment.
SECTION 4. EFFECT OF AMENDMENT. This Third Amendment (i) except as
expressly provided herein, shall not be deemed to be a consent to the
modification or waiver of any other term or condition of the Credit Agreement or
of any of the instruments
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<PAGE>
or agreements referred to therein and (ii) shall not prejudice any right or
rights which the Administrative Agent or the Banks may now have under or in
connection with the Credit Agreement, as amended by this Third Amendment. Except
as otherwise expressly provided by this Third Amendment, all of the terms,
conditions and provisions of the Credit Agreement shall remain the same. It is
declared and agreed by each of the parties hereto that the Credit Agreement, as
amended hereby, shall continue in full force and effect, and that this Third
Amendment and such Credit Agreement shall be read and construed as one
instrument.
SECTION 5. MISCELLANEOUS. This Third Amendment shall for all purposes be
construed in accordance with and governed by the laws of the State of New York.
The captions in this Third Amendment are for convenience of reference only and
shall not define or limit the provisions hereof. This Third Amendment may be
executed in separate counterparts, each of which when so executed and delivered
shall be an original, but all of which together shall constitute one instrument.
In proving this Third Amendment, it shall not be necessary to produce or account
for more than one such counterpart.
[SIGNATURES BEGIN ON THE FOLLOWING PAGE]
-7-
<PAGE>
NO ORAL AGREEMENTS. THE CREDIT AGREEMENT (AS AMENDED BY THIS THIRD
AMENDMENT) AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN
THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment
to be duly executed and delivered by their proper and duly authorized officers
as of the date and year first above written.
WEATHERFORD ENTERRA, INC.
By:/s/
-----------------------------------
Norman W. Nolen
Senior Vice President, Chief
Financial Officer and Treasurer
(SIGNATURES CONTINUED ON FOLLOWING PAGE)
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<PAGE>
BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION, as Documentation Agent and as a
Bank
By:/s/
--------------------------------------------
Claire Liu
Managing Director
TEXAS COMMERCE BANK NATIONAL ASSOCIATION, as
Administrative Agent and as a Bank
By:/s/
--------------------------------------------
Mona Foch
Vice President
BANK OF MONTREAL
By:/s/
--------------------------------------------
Name:
Title:
THE BANK OF NEW YORK
By:/s/
--------------------------------------------
Name:
Title:
THE BANK OF NOVA SCOTIA
By:/s/
--------------------------------------------
Name:
Title:
<PAGE>
THE BANK OF TOKYO-MITSUBISHI, LTD.,
successor to The Mitsubishi Bank, Limited
By:/s/
--------------------------------------------
Name:
Title:
THE FUJI BANK, LIMITED
By:/s/
--------------------------------------------
Name:
Title:
NATIONSBANK OF TEXAS, N.A.
By:/s/
--------------------------------------------
Name:
Title:
STANDARD CHARTERED BANK
By:/s/
--------------------------------------------
Name:
Title:
By:/s/
--------------------------------------------
Name:
Title:
WELLS FARGO BANK (TEXAS), NATIONAL
ASSOCIATION, successor to First Interstate
Bank of Texas, N.A.
By:/s/
--------------------------------------------
Name:
Title:
-10-
<PAGE>
THE YASUDA TRUST AND BANKING COMPANY,
LIMITED
By:/s/
--------------------------------------------
Name:
Title:
-11-
<PAGE>
SCHEDULE 2.01
-------------
COMMITMENTS
-----------
AND PRO RATA SHARES
-------------------
REVOLVING LOAN PRO RATA
BANK COMMITMENT SHARE
---- ---------- -----
Bank of America National Trust and Savings
Association (Agent) ............................... $ 27,500,000 13.7500%
Texas Commerce Bank National Association
(Agent) ........................................... $ 27,500,000 13.7500%
Bank of Montreal (Co-Agent) ....................... $ 20,000,000 10.0000%
The Bank of Tokyo-Mitsubishi, Ltd. ................
(Co-Agent) ........................................ $ 20,000,000 10.0000%
The Bank of New York .............................. $ 15,000,000 7.5000%
The Bank of Nova Scotia ........................... $ 15,000,000 7.5000%
The Fuji Bank, Limited ............................ $ 15,000,000 7.5000%
NationsBank of Texas, N.A ......................... $ 15,000,000 7.5000%
Standard Chartered Bank ........................... $ 15,000,000 7.5000%
Wells Fargo Bank (Texas), National
Association ....................................... $ 15,000,000 7.5000%
The Yasuda Trust and Banking Company,
Limited ........................................... $ 15,000,000 7.5000%
------------ --------
TOTAL ..................................... $200,000,000 100.0000%
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<PAGE>
SCHEDULE 2.02
-------------
PRICING CHART
-------------
- --------------------------------------------------------------------------------
Level I Level II Level III Level IV Level V
- --------------------------------------------------------------------------------
Senior unsecured A-/A3 or BBB+/ BBB/ BBB-/ BB+/Ba1
long-term debt ratings Better Baa1 Baa2 Baa3 or Lower
- --------------------------------------------------------------------------------
Eurodollar Rate Margin
(Basis Points) 25.0 27.5 30.0 37.5 62.5
- --------------------------------------------------------------------------------
Base Rate Margin (Basis
Points) 0.0 0.0 0.0 0.0 0.0
- --------------------------------------------------------------------------------
Commitment Fee (Basis
Points) 9.0 10.0 15.0 17.5 20.0
- --------------------------------------------------------------------------------
<PAGE>
EXHIBIT "I"
SUBSIDIARY BORROWER COUNTERPART
Date:________ , 199__
Texas Commerce Bank National
Association, as Administrative Agent
Re: CREDIT AGREEMENT dated as of October 5, 1995, as amended, among
WEATHERFORD ENTERRA, INC., a Delaware corporation (the
"COMPANY"), the several financial institutions party thereto
(collectively, the "BANKS"), BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, as the documentation agent for the Banks,
and TEXAS COMMERCE BANK NATIONAL ASSOCIATION, as the
administrative agent for the Banks
Ladies and Gentlemen:
Reference is made to the Credit Agreement described above. All
capitalized terms used but not defined herein shall have the meanings set forth
in the Credit Agreement.
The undersigned, [NAME OF SUBSIDIARY BORROWER] , a [JURISDICTION OF
ORGANIZATION] [TYPE OF ENTITY] , hereby elects to be a Subsidiary Borrower for
purposes of the Credit Agreement, effective from the date hereof. The
undersigned confirms that the representations and warranties made by Borrowers
under ARTICLE V of the Credit Agreement are true and correct in all material
respects as to the undersigned as of the date hereof (except such
representations and warranties which expressly refer to an earlier date, which
are true and correct in all material respects as of such earlier date), and the
undersigned hereby agrees to perform all the obligations of a Subsidiary
Borrower under, and to be bound in all respects by the terms of, the Credit
Agreement, including without limitation, SECTION 10.18 thereof, as if the
undersigned were a signatory party thereto.
The address to which all notices to the undersigned under the Credit
Agreement should be directed is: . This instrument shall be construed in
accordance with and governed by the laws of the State of New York (without
regard to principles of conflicts of laws) and applicable federal law.
This Subsidiary Borrower Counterpart shall be effective as to the
undersigned on the satisfaction of the conditions precedent set forth in SECTION
4.03 of the Credit Agreement.
Very truly yours,
[SUBSIDIARY BORROWER]
By___________________________
Name:
Title:
Exhibit "I" - Page 1
<PAGE>
GUARANTOR ACKNOWLEDGMENT
The undersigned hereby agrees and confirms (i) that [SUBSIDIARY
BORROWER] is a Subsidiary Borrower for purposes of the Credit Agreement
described above, and (ii) that the Parent Guaranty executed by it in favor of
the Banks and the Agent continues in full force and effect on and after the
execution and effectiveness hereof.
WEATHERFORD ENTERRA, INC.
By:______________________
Name:
Title:
TEXAS COMMERCE BANK NATIONAL ASSOCIATION, as
Administrative Agent, hereby accepts the
foregoing Subsidiary Borrower Counterpart
By:______________________
Name:
Title:
EXHIBIT 10.1
CHANGE OF CONTROL AGREEMENT
This Change of Control Agreement (this "Agreement") by and between
Weatherford Enterra, Inc., a Delaware corporation (the "Company"), and Randall
D. Stilley (the "Executive"), is effective as of January 5, 1998.
RECITALS:
A. The Board of Directors of the Company (the "Board") has previously
determined that it is in the best interests of the Company and its stockholders
to assure that the Company will have the continued dedication of the Executive,
notwithstanding the possibility, threat or occurrence of a Change of Control (as
defined below) of the Company. The Board believes it is imperative to diminish
the inevitable distraction of the Executive by virtue of the personal
uncertainties and risks created by a pending or threatened Change of Control and
to encourage the Executive's full attention and dedication to the Company
currently and in the event of any threatened or pending Change of Control, and
to provide the Executive with compensation and benefits arrangements upon a
Change of Control which ensure that the compensation and benefits expectations
of the Executive, which are competitive with those of executives at other
corporations, will be satisfied.
B. To accomplish these objectives, the Board has caused the Company to
enter into this Agreement.
NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
1. CERTAIN DEFINITIONS.
(a) The "Effective Date" shall mean the first date during the
Change of Control Period (as defined in Section 1(b)) on which a Change of
Control (as defined in Section 1(c)) occurs. Anything in this Agreement to the
contrary notwithstanding, if a Change of Control occurs and if the Executive's
employment with the Company is terminated prior to the date on which the Change
of Control occurs, and if it is reasonably demonstrated by the Executive that
such termination of employment (i) was at the request of a third party who has
taken steps reasonably calculated to effect a Change of Control or (ii)
otherwise arose in connection with or anticipation of a Change of Control, then
for all purposes of this Agreement the "Effective Date" shall mean the date
immediately prior to the date of such termination of employment.
(b) The "Change of Control Period" shall mean the period
commencing on the date hereof and ending on the third anniversary of the date
hereof; provided, however, that commencing on the date one year after the date
hereof, and on each annual
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<PAGE>
anniversary of such date (such date and each annual anniversary thereof shall be
hereinafter referred to as the "Renewal Date"), unless previously terminated,
the Change of Control Period shall be automatically extended so as to terminate
three year(s) after such Renewal Date, unless at least 60 days prior to the
Renewal Date the Company shall give notice to the Executive that the Change of
Control Period shall not be so extended.
(c) A "Change of Control" shall mean:
(i) The acquisition by any individual, entity or
group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person") of
beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of 20 percent or more of either (A) the then outstanding shares of
common stock of the Company (the "Outstanding Company Common Stock") or (B) the
combined voting power of the then outstanding voting securities of the Company
entitled to vote generally in the election of directors (the "Outstanding
Company Voting Securities"); provided, however that for purposes of this
subsection (i), the following acquisitions shall not constitute a Change of
Control:
(A) any acquisition directly from the Company,
(B) any acquisition by the Company,
(C) any acquisition by any employee benefit plan
(or related trust) sponsored or maintained by the Company or any corporation
controlled by the Company, or
(D) any acquisition by any corporation pursuant to
a transaction which complies with clauses (A), (B) and (C) of subsection (iii)
of this Section 1(c); or
(ii) Individuals, who, as of the date hereof, constitute
the Board (the "Incumbent Board") cease for any reason to constitute at least a
majority of the Board; provided, however, that any individual becoming a
director subsequent to the date hereof whose election, or nomination for
election by the Company's stockholders, was approved by a vote of at least a
majority of the directors then comprising the Incumbent Board shall be
considered as though such individual was a member of the Incumbent Board, but
excluding, for this purpose, any such individual whose initial assumption of
office occurs as a result of an actual or threatened election contest with
respect to the election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other than the
Board; or
-2-
<PAGE>
(iii) Consummation of a reorganization, merger or
consolidation or sale or other disposition of all or substantially all of the
assets of the Company (a "Corporate Transaction") in each case, unless,
following such Corporate Transaction, (A) all or substantially all of the
individuals and entities who were the beneficial owners, respectively, of the
Outstanding Company Common Stock and Outstanding Company Voting Securities
immediately prior to such Corporate Transaction beneficially own, directly or
indirectly, more than 60 percent of, respectively, the then outstanding shares
of common stock and the combined voting power of the then outstanding voting
securities entitled to vote generally in the election of directors, as the case
may be, of the corporation resulting from such Corporate Transaction (including,
without limitation, a corporation which as a result of such transaction owns the
Company or all or substantially all of the Company's assets either directly or
through one or more subsidiaries) in substantially the same proportions as their
ownership, immediately prior to such Corporate Transaction, of the Outstanding
Company Common Stock and the Outstanding Company Voting Securities, as the case
may be, (B) no Person (excluding any corporation resulting from such Corporate
Transaction or any employee benefit plan (or related trust) of the Company or
such corporation resulting from such Corporate Transaction) beneficially owns,
directly or indirectly, 20 percent or more of, respectively, the then
outstanding shares of common stock of the corporation resulting from such
Corporate Transaction or the combined voting power of the then outstanding
voting securities of such corporation except to the extent that such ownership
existed prior to the Corporate Transaction and (C) at least a majority of the
members of the board of directors of the corporation resulting from such
Corporate Transaction were members of the Incumbent Board at the time of the
execution of the initial agreement, or of the action of the Board, providing for
such Corporate Transaction; or
(iv) Approval by the stockholders of the Company
of a complete liquidation or dissolution of the Company.
2. EMPLOYMENT PERIOD. The Company hereby agrees that the Company or an
affiliated company will continue the Executive in its employ, and the Executive
hereby agrees to remain in the employ of the Company or an affiliate subject to
the terms and conditions of this Agreement, for the period commencing on the
Effective Date and ending on the third anniversary of such date (the "Employment
Period").
3. TERMS OF EMPLOYMENT.
(a) POSITION AND DUTIES.
(i) During the Employment Period, (A) the
Executive's position (including status, offices, titles and reporting
requirements, authority, duties and responsibilities) shall be at least
commensurate in all material respects with the most
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<PAGE>
significant of those held, exercised and assigned at any time during the 120-day
period immediately preceding the Effective Date and (B) the Executive's services
shall be performed at the location where the Executive was employed immediately
preceding the Effective Date or any office or location less than 35 miles from
such location.
(ii) During the Employment Period, and excluding any
periods of vacation and sick leave to which the Executive is entitled, the
Executive agrees to devote reasonable attention and time during normal business
hours to the business and affairs of the Company and, to the extent necessary to
discharge the responsibilities assigned to the Executive hereunder, to use the
Executive's reasonable best efforts to perform faithfully and efficiently such
responsibilities. During the Employment Period it shall not be a violation of
this Agreement for the Executive to (A) serve on corporate, civic or charitable
boards or committees, (B) deliver lectures, fulfill speaking engagements or
teach at educational institutions and (C) manage personal investments, so long
as such activities do not significantly interfere with the performance of the
Executive's responsibilities as an employee of the Company in accordance with
this Agreement. It is expressly understood and agreed that to the extent that
any such activities have been conducted by the Executive prior to the Effective
Date, the continued conduct of such activities (or the conduct of activities
similar in nature and scope thereto) subsequent to the Effective Date shall not
thereafter be deemed to interfere with the performance of the Executive's
responsibilities to the Company.
(b) COMPENSATION.
(i) BASE SALARY. During the Employment Period, the
Executive shall receive an annual base salary ("Annual Base Salary"), which
shall be paid at a monthly rate, at least equal to 12 times the highest monthly
base salary paid or payable, including any base salary which has been earned but
deferred, to the Executive by the Company and/or its affiliated companies in
respect of the 12-month period immediately preceding the month in which the
Effective Date occurs. During the Employment Period, the Annual Base Salary
shall be reviewed no more than 12 months after the last salary increase awarded
to the Executive prior to the Effective Date and thereafter at least annually;
provided, however, that a salary increase shall not necessarily be awarded as a
result of such review. Any increase in Annual Base Salary shall not serve to
limit or reduce any other obligation to the Executive under this Agreement.
Annual Base Salary shall not be reduced after any such increase other than a
reduction that is part of a general salary reduction implemented Company-wide or
by the Executive's employer consistently applied with respect to all or
substantially all employees. The term Annual Base Salary as utilized in this
Agreement shall refer to Annual Base Salary as so increased or decreased. As
used in this Agreement, the term "affiliated companies" shall include any
company controlled by, controlling or under common control with the Company.
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<PAGE>
(ii) ANNUAL BONUS. The Executive shall be awarded,
for each fiscal year ending during the Employment Period, an annual bonus (the
"Annual Bonus") in cash at least equal to the Executive's highest bonus (whether
in cash or Common Stock of the Company) paid or payable under the Company's
annual incentive program for the last three full fiscal years prior to the
Effective Date (annualized in the event that the Executive was not employed by
the Company for the whole of such fiscal year) (the "Recent Annual Bonus"). Each
such Annual Bonus shall be paid no later than the end of the third month of the
fiscal year next following the fiscal year for which the Annual Bonus is
awarded, unless the Executive shall elect to defer the receipt of such Annual
Bonus.
(iii) INCENTIVE, SAVINGS AND RETIREMENT PLANS. During
the Employment Period, the Executive shall be entitled to participate in all
incentive, savings and retirement plans, practices, policies and programs
applicable generally to the Executive's peer executives of the Company and its
affiliated companies, but in no event shall such plans, practices, policies and
programs provide the Executive with incentive opportunities (measured with
respect to both regular and special incentive opportunities, to the extent, if
any, that such distinction is applicable), savings opportunities and retirement
benefit opportunities, in each case, less favorable, in the aggregate, than the
most favorable of those provided by the Company and its affiliated companies for
the Executive under such plans, practices, policies and programs as in effect at
any time during the 120-day period immediately preceding the Effective Date or,
if more favorable to the Executive, those provided generally at any time after
the Effective Date to the Executive's peer executives of the Company and its
affiliated companies.
(iv) WELFARE BENEFIT PLANS. During the Employment
Period, the Executive and/or the Executive's family, as the case may be, shall
be eligible to participate in and shall receive all benefits under welfare
benefit plans, practices, policies and programs provided by the Company and its
affiliated companies (including, without limitation, medical, prescription,
dental, disability, salary continuance, employee life, group life, accidental
death and travel accident insurance plans and programs) to the extent applicable
generally to the Executive's peer executives of the Company and its affiliated
companies, but in no event shall such plans, practices, policies and programs
provide the Executive with benefits which are less favorable, in the aggregate,
than the most favorable of such plans, practices, policies and programs in
effect for the Executive at any time during the 120-day period immediately
preceding the Effective Date or, if more favorable to the Executive's those
provided generally at any time after the Effective Date to the Executive's peer
executives of the Company and its affiliated companies.
(v) EXPENSES. During the Employment Period, the Executive
shall be entitled to receive prompt reimbursement for all reasonable expenses
incurred by the Executive in accordance with the most favorable policies,
practices and procedures
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<PAGE>
of the Company and its affiliated companies in effect for the Executive at any
time during the 120-day period immediately preceding the Effective Date or, if
more favorable to the Executive, as in effect generally at any time thereafter
with respect to the Executive's peer executives of the Company and its
affiliated companies.
(vi) FRINGE BENEFITS. During the Employment Period,
the Executive shall be entitled to fringe benefits (including, without
limitation, financial planning services, payment of club dues, a car allowance
or use of an automobile and payment of related expenses, as appropriate) in
accordance with the most favorable plans, practices, programs and policies of
the Company and its affiliated companies in effect for the Executive at any time
during the 120-day period immediately preceding the Effective Date or, if more
favorable to the Executive, as in effect generally at any time thereafter with
respect to the Executive's peer executives of the Company and its affiliated
companies.
(vii) VACATION. During the Employment Period, the
Executive shall be entitled to paid vacation in accordance with the most
favorable plans, policies, programs and practices of the Company and its
affiliated companies in effect for the Executive at any time during the 120-day
period immediately preceding the Effective Date or, if more favorable to the
Executive, as in effect generally at any time thereafter with respect to the
Executive's peer executives of the Company and its affiliated companies.
(viii) OPTIONS/SARS. Upon the occurrence of a Change of
Control pursuant to which the Company is not the survivor (or survives only as a
subsidiary of another entity), the surviving corporation shall issue to the
Executive options and tandem stock appreciation rights ("SARs"), if applicable,
in substitution or replacement of all outstanding options or SARs previously
issued pursuant to a Company stock option plan or the Company's Stock
Appreciation Rights Plan, respectively, any such options and SARs to have terms
and conditions similar to the terms of any such original options and SARs.
4. TERMINATION OF EMPLOYMENT.
(a) DEATH OR DISABILITY. The Executive's employment shall
terminate automatically upon the Executive's death during the Employment Period.
If the Company determines in good faith that the Disability of the Executive has
occurred during the Employment Period (pursuant to the definition of Disability
set forth below), it may give to the Executive written notice in accordance with
Section 11(b) of this Agreement of its intention to terminate the Executive's
employment. In such event, the Executive's employment with the Company shall
terminate effective 30 days after receipt of such notice by the Executive (the
"Disability Effective Date"), provided that within the 30-day
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period after such receipt, the Executive shall not have returned to full-time
performance of the Executive's duties. For purposes of this Agreement,
"Disability" shall mean the absence of the Executive from the Executive's duties
with the Company on a full-time basis for 180 calendar days as a result of
incapacity due to mental or physical illness which is determined to be total and
permanent by a physician selected by the Company or its insurers and acceptable
to the Executive or the Executive's legal representative.
(b) CAUSE. The Company may terminate the Executive's employment
during the Employment Period for Cause. For purposes of this Agreement, "Cause"
shall mean:
(i) the willful and continued failure of the
Executive to perform substantially the Executive's duties with the Company or
one of its affiliates (other than any such failure resulting from incapacity due
to physical or mental illness), after a written demand for substantial
performance is delivered to the Executive by the Board or the Chief Executive
Officer of the Company which specifically identifies the manner in which the
Board or Chief Executive Officer believes that the Executive has not
substantially performed the Executive's duties, or
(ii) the willful engaging by the Executive in illegal
conduct or gross misconduct which is materially and demonstrably injurious to
the Company.
For purposes of this provision, no act, or failure to
act, on the part of the Executive shall be considered "willful" unless it is
done, or omitted to be done, by the Executive in bad faith or without reasonable
belief that the Executive's action or omission was in the best interests of the
Company. Any act, or failure to act, based upon authority given pursuant to a
resolution duly adopted by the Board or upon the instructions of the Chief
Executive Officer or of a senior officer of the Company or based upon the advice
of counsel for the Company shall be conclusively presumed to be done, or omitted
to be done, by the Executive in good faith and in the best interests of the
Company. The cessation of employment of the Executive shall not be deemed to be
for Cause unless and until there shall have been delivered to the Executive a
copy of a resolution duly adopted by the affirmative vote of not less than
three-quarters of the entire membership of the Board at a meeting of the Board
called and held for such purpose (after reasonable notice is provided to the
Executive and the Executive is given an opportunity, together with counsel, to
be heard before the Board), finding that, in the good faith opinion of the
Board, the Executive is guilty of the conduct described in subparagraph (i) or
(ii) above, and specifying the particulars thereof in detail.
(c) GOOD REASON. The Executive's employment may be terminated by
the Executive during the Employment Period for Good Reason. For purposes of this
Agreement, "Good Reason" shall mean:
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(i) the assignment to the Executive of any duties
inconsistent in any respect with the Executive's position (including status,
offices, titles and reporting requirements), authority, duties or
responsibilities as contemplated by Section 3(a) of this Agreement, or any other
action by the Company which results in a diminution in such position, authority,
duties or responsibilities, excluding for this purpose an isolated,
insubstantial and inadvertent action not taken in bad faith and which is
remedied by the Company promptly after receipt of notice thereof given by the
Executive;
(ii) any failure by the Company to comply with any of the
provisions of Section 3(b) of this Agreement, other than an isolated,
insubstantial and inadvertent failure not occurring in bad faith and which is
remedied by the Company promptly after receipt of notice thereof given by the
Executive;
(iii) the Company's requiring the Executive to be based at
any office or location other than as provided in Section 3(a)(i)(B) hereof or
the Company's requiring the Executive to travel on Company business to a
substantially greater extent than required immediately prior to the Effective
Date;
(iv) any purported termination by the Company of
the Executive's employment otherwise than as expressly permitted by this
Agreement; or
(v) any failure by the Company to comply with and satisfy
Section 9(c) of this Agreement.
For purposes of this Section 4(c), any good faith
determination of "Good Reason" made by the Executive shall be conclusive.
(d) NOTICE OF TERMINATION. Any termination during the Employment
Period by the Company for Cause, or by the Executive for Good Reason, shall be
communicated by Notice of Termination to the other party hereto given in
accordance with Section 11(b) of the Agreement. For purposes of this Agreement,
a "Notice of Termination" means a written notice which (i) indicates the
specific termination provision in this Agreement relied upon, (ii) to the extent
applicable, sets forth in reasonable detail the facts and circumstances claimed
to provide a basis for termination of the Executive's employment under the
provision so indicated and (iii) if the Date of Termination (as defined below)
is other than the date of receipt of such notice, specifies the termination date
(which date shall be not more than 30 days after the giving of such notice). The
failure by the Executive or the Company to set forth in the Notice of
Termination any fact or circumstance which contributes to a showing of Good
Reason or Cause shall not waive any right of the Executive or the Company,
respectively, from asserting such fact or circumstance in enforcing the
Executive's or the Company's rights hereunder.
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(e) DATE OF TERMINATION. "Date of Termination" shall mean:
(i) if the Executive's employment is terminated by
the Company for Cause, or by the Executive for Good Reason, the date of receipt
of the Notice of Termination or any later date specified therein, as the case
may be;
(ii) if the Executive's employment is terminated by the
Company other than for Cause, death or Disability, the Date of Termination shall
be the date on which the Company notifies the Executive of such termination; and
(iii) if the Executive's employment is terminated by
reason of death or Disability, the Date of Termination shall be the date of
death of the Executive or the Disability Effective Date, as the case may be.
5. OBLIGATIONS OF THE COMPANY UPON TERMINATION.
(a) GOOD REASON; OTHER THAN FOR CAUSE, DEATH OR DISABILITY. If,
during the Employment Period, the Company shall terminate the Executive's
employment other than for Cause, death or Disability, or the Executive shall
terminate employment for Good Reason:
(i) The Company shall pay to the Executive in a
lump sum in cash within 30 days after the Date of Termination the aggregate of
the following amounts:
A. the sum of (1) the Executive's Annual
Base Salary through the Date of Termination to the extent not theretofore paid,
(2) the product of (x) the higher of (I) the Recent Annual Bonus and (II) the
Annual Bonus paid or payable, including any bonus or portion thereof which has
been earned but deferred (and annualized for any fiscal year consisting of less
than 12 full months or during which the Executive was employed for less than 12
full months), for the most recently completed fiscal year during the Employment
Period, if any (such higher amount being referred to as the "Highest Annual
Bonus") and (y) a fraction, the numerator of which is the number of days in the
current fiscal year through the Date of Termination, and the denominator of
which is 365, and (3) any compensation previously deferred by the Executive
(together with any accrued interest or earnings thereon) and any accrued
vacation pay, in each case to the extent not theretofore paid (the sum of the
amounts described in clauses (1), (2) and (3) shall be hereinafter referred to
as the "Accrued Obligations"), and
B. the amount equal to the product of (1)
three times (2) the sum of (x) the Executive's Annual Base Salary and (y) the
Highest Annual Bonus, and
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C. an amount equal to the excess of (a)
the actuarial equivalent of the benefit under the Company's qualified defined
benefit retirement plan, if any, in which the Executive participates (the
"Retirement Plan") (utilizing actuarial assumptions no less favorable to the
Executive than those in effect under the Retirement Plan immediately prior to
the Effective Date, if applicable), and any excess or supplemental retirement
plan related to the Retirement Plan in which the Executive participates
(together, the "SERP"), which the Executive would receive if the Executive's
employment continued for three year(s) after the Date of Termination assuming
for this purpose that all accrued benefits are fully vested, and assuming that
the Executive's compensation in each of the three year(s) is that required by
Sections 3(b)(i) and 3(b)(ii), over (b) the actuarial equivalent of the
Executive's actual benefit (paid or payable), if any, under the Retirement Plan
and the SERP as of the Date of Termination, and
D. an amount equal to three times the total of
the Employer Matching Contribution credited to the Executive under the Company's
401(k) Savings Plan (the "401(k) Plan") and the Supplemental Matching Accrual
credited under the Company's Supplemental Savings Plan (the "Excess Plan")
during the 12-month period immediately preceding the month of the Executive"s
Date of Termination, such amount to be grossed up so that the amount the
Executive actually receives after payment of any federal or state taxes payable
thereon equals the amount first described above;
(ii) For three year(s) after the Executive's Date of
Termination, or such longer period as may be provided by the terms of the
appropriate plan, program, practice or policy, the Company shall continue
benefits to the Executive and/or the Executive's family equal to those which
would have been provided to them in accordance with the plans, programs,
practices and policies described in Section 3(b)(iv) of this Agreement if the
Executive's employment had not been terminated; provided, however, that with
respect to any of such plans, programs, practices or policies requiring an
employee contribution, the Executive shall continue to pay the monthly employee
contribution for same, and provided further, that if the Executive becomes
reemployed by another employer and is eligible to receive medical or other
welfare benefits under another employer provided plan, the medical and other
welfare benefits described herein shall be secondary to those provided under
such other plan during such applicable period of eligibility;
(iii) The Company shall, at its sole expense as incurred,
provide the Executive with outplacement services, the scope and provider of
which shall be selected by the Executive in his sole discretion;
(iv) With respect to all options to purchase Common Stock
held by the Executive pursuant to a Company stock option plan on or prior to the
Date of Termination, irrespective of whether such options are then exercisable,
the Executive
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shall have the right, during the 60-day period after the Date of Termination, to
elect to surrender all or part of such options in exchange for a cash payment by
the Company to the Executive in an amount equal the number of shares of Common
Stock subject to the Executive's option multiplied by the difference between (x)
and (y) where (y) equals the purchase price per share covered by the option and
(x) equals the highest reported sale price of a share of Common Stock in any
transaction reported on the New York Stock Exchange during the 60-day period
prior to and including the Executive's Date of Termination; and with respect to
all SARs held by the Executive granted under the Company's Stock Appreciation
Rights Plan on or prior to the Date of Termination, irrespective of whether such
SARs are then exercisable, the Executive shall have the right, during the 60-day
period after the Date of Termination, to elect to surrender all or part of such
SARs in exchange for a cash payment by the Company to the Executive in an amount
equal to the number of SARs held by the Executive multiplied by the difference
between (a) and (b) where (b) equals the fair market value of such SARs on the
date on which such SARs were awarded and (a) equals the price of a share of
Common Stock set forth in clause (x) above. Such cash payments shall be made
within 30 days after the date of the Executive's election; provided, however,
that if the Executive's Date of Termination is within six months after the date
of grant of a particular option or SAR held by the Executive and the Executive
is subject to Section 16(b) of the Securities Exchange Act of 1934, as amended,
any cash payments related thereto shall be made on the date which is six months
and one day after the date of grant of such option or SAR. Notwithstanding the
foregoing, if any right granted pursuant to the foregoing would make a Change of
Control transaction ineligible for pooling of interests accounting treatment
under APB No. 16 that but for this Section 5(a)(iv) would otherwise be eligible
for such accounting treatment, the Executive shall receive shares of Common
Stock with a Fair Market Value equal to the cash that would otherwise be payable
hereunder in substitution for the cash, provided that any such shares of Common
Stock so granted to the Executive shall be registered under the Securities Act
of 1933, as amended; any options or SARs outstanding as of the Date of
Termination and not then exercisable shall become fully exercisable as of the
Executive's Date of Termination, and to the extent the Executive does not elect
to surrender same for a cash payment (or the equivalent number of shares of
Common Stock) as provided above, such options and SARs shall remain exercisable
for seven months after the Executive's Date of Termination or until the stated
expiration of the stated term thereof, whichever is shorter; restrictions
applicable to any shares of Common Stock granted to the Executive under the
Company's Restricted Stock Incentive Plan shall lapse, as of the date of the
Executive's Date of Termination;
(v) All country club memberships, luncheon clubs and other
memberships which the Company was providing for the Executive's use at the time
Notice of Termination is given shall, to the extent possible, be transferred and
assigned to the Executive at no cost to the Executive (other than income taxes
owed), the cost of transfer, if any, to be borne by the Company;
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(vi) The Company shall either transfer to the Executive
ownership and title to the Executive's Company car at no cost to the Executive
(other than income taxes owed) or, if the Executive receives a monthly car
allowance in lieu of a Company car, pay the Executive a lump sum in cash within
30 days, after the Executive's Date of Termination equal to three times the
Executive's annual car allowance;
(vii) All benefits under the Retirement Plan, the SERP,
the 401(k) Plan and the Excess Plan, and any other similar plans, not already
vested shall be 100% vested, to the extent such vesting is permitted under the
Code (as defined below); and
(viii) To the extent not theretofore paid or provided, the
Company shall timely pay or provide to the Executive any other amounts or
benefits required to be paid or provided or which the Executive is eligible to
receive under any plan, program, policy or practice or contract or agreement of
the Company and its affiliated companies (such other amounts and benefits shall
be hereinafter referred to as the "Other Benefits").
(b) DEATH. If the Executive's employment is terminated by reason
of the Executive's death during the Employment Period, this Agreement shall
terminate without further obligations to the Executive's legal representatives
under this Agreement, other than for payment of Accrued Obligations and the
timely payment or provision of Other Benefits. Accrued Obligations shall be paid
to the Executive's estate or beneficiaries, as applicable, in a lump sum in cash
within 30 days after the Date of Termination. With respect to the provision of
Other Benefits, the term Other Benefits as utilized in this Section 5(b) shall
include, without limitation, and the Executive's estate and/or beneficiaries
shall be entitled to receive, benefits at least equal to the most favorable
benefits provided by the Company and affiliated companies to the estates and
beneficiaries of the Executive's peer executives of the Company and such
affiliated companies under such plans, programs, practices and policies relating
to death benefits, if any, in effect at any time during the 120-day period
immediately preceding the Effective Date or, if more favorable, those in effect
on the date of the Executive's death.
(c) DISABILITY. If the Executive's employment is terminated by
reason of the Executive's Disability during the Employment Period, this
Agreement shall terminate without further obligations to the Executive, other
than for payment of Accrued Obligations and the timely payment or provision of
Other Benefits. Accrued Obligations shall be paid to the Executive in a lump sum
in cash within 30 days after the Date of Termination. With respect to the
provision of Other Benefits, the term Other Benefits as utilized in this Section
5(c) shall include, without limitation, and the Executive shall be entitled
after the Disability Effective Date to receive, disability and other benefits at
least equal to the most favorable benefits generally provided by the Company and
its affiliated companies to the Executive's disabled peer executives and/or
their families in accordance
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with such plans, programs, practices and policies relating to disability, if
any, in effect generally at any time during the 120-day period immediately
preceding the Effective Date or, if more favorable, those in effect at the time
of the Disability.
(d) CAUSE; OTHER THAN FOR GOOD REASON. If the Executive's
employment is terminated for Cause during the Employment Period, this Agreement
shall terminate without further obligations to the Executive, other than the
obligation to pay to the Executive (x) his or her Annual Base Salary through the
Date of Termination, (y) the amount of any compensation previously deferred by
the Executive, and (z) Other Benefits, in each case to the extent theretofore
unpaid. If the Executive voluntarily terminates employment during the Employment
Period, excluding a termination for Good Reason, this Agreement shall terminate
without further obligations to the Executive, other than for Accrued Obligations
and the timely payment or provision of Other Benefits. In such case, all Accrued
Obligations shall be paid to the Executive in a lump sum in cash within 30 days
after the Date of Termination.
6. OTHER RIGHTS. Except as provided hereinafter, nothing in this
Agreement shall prevent or limit the Executive's continuing or future
participation in any plan, program, policy or practice provided by the Company
or any of its affiliated companies and for which the Executive may qualify, nor,
subject to Section 11(f), shall anything herein limit or otherwise affect such
rights as the Executive may have under any contract or agreement with the
Company or any of its affiliated companies. Except as provided hereinafter,
amounts which are vested benefits or which the Executive is otherwise entitled
to receive under any plan, policy, practice or program of or any contract or
agreement with the Company or any of its affiliated companies at or subsequent
to the Date of Termination shall be payable in accordance with such plan,
policy, practice or program or contract or agreement. It is expressly agreed by
the Executive that he or she shall have no right to receive, and hereby waives
any entitlement to, any severance pay or similar benefit under any other plan,
policy, practice or program of the Company. In addition, if the Executive has an
employment or similar agreement with the Company at the Date of Termination, he
or she agrees that he or she shall have the right to receive all of the benefits
provided under this Agreement or such other agreement, whichever one, in its
entirety, the Executive chooses, but not both agreements, and when the Executive
has made such election, the other agreement shall be superseded in its entirety
and shall be of no further force and effect. The Executive also agrees that to
the extent he or she may be eligible for any severance pay or similar benefit
under any laws providing for severance or termination benefits, such other
severance pay or similar benefit shall be coordinated with the benefits owed
hereunder, such that the Executive shall not receive duplicate benefits.
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7. FULL SETTLEMENT.
(a) NO RIGHTS OF OFFSET. The Company's obligation to make the
payments provided for in this Agreement and otherwise to perform its obligations
hereunder shall not be affected by any set-off, counterclaim, recoupment,
defense or other claim, right or action which the Company may have against the
Executive or others.
(b) NO MITIGATION REQUIRED. In no event shall the Executive be
obligated to seek other employment or take any other action by way of mitigation
of the amounts payable to the Executive under any of the provisions of this
Agreement and such amounts shall not be reduced whether or not the Executive
obtains other employment.
(c) LEGAL FEES. The Company agrees to pay as incurred, to the
full extent permitted by law, all legal fees and expense which the Executive may
reasonably incur as a result of any contest (regardless of the outcome thereof)
by the Company, the Executive or others of the validity or enforceability of, or
liability under, any provision of this Agreement or any guarantee of performance
thereto (including as a result of any contest by the Executive about the amount
of any payment pursuant to this Agreement), plus in each case interest on any
delayed payment at the applicable Federal rate provided for in Section
7872(f)(2)(A) of the Internal Revenue Code of 1986, as amended (the "Code").
8. CERTAIN ADDITIONAL PAYMENTS BY THE COMPANY.
(a) Anything in this Agreement to the contrary notwithstanding
and except as set forth below, in the event it shall be determined that any
payment or distribution by the Company to or for the benefit of the Executive
(whether paid or payable or distributed or distributable pursuant to the terms
of this Agreement or otherwise, but determined without regard to any additional
payments required under this Section 8) (a "Payment") would be subject to the
excise tax imposed by Section 4999 of the Code or any interest or penalties are
incurred by the Executive with respect to such excise tax (such excise tax,
together with any such interest and penalties, are hereinafter collectively
referred to as the "Excise Tax"), then the Executive shall be entitled to
receive an additional payment (a "Gross-Up Payment") in an amount such that
after payment by the Executive of all taxes (including any interest or penalties
imposed with respect to such taxes), including without limitation, any income
taxes (and any interest and penalties imposed with respect thereto) and Excise
Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the
Gross-Up Payment equal to the Excise Tax imposed upon the Payments.
Notwithstanding the foregoing provisions of this Section 8(a), if it shall be
determined that the Executive is entitled to a Gross-Up Payment, but that the
Executive, after taking into account the Payments and the Gross-Up Payment,
would not receive a net after-tax benefit of at least $50,000 (taking into
account
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both income taxes and any Excise Tax) as compared to the net after-tax
proceeds to the Executive resulting from an elimination of the Gross-Up Payment
and a reduction of the Payments, in the aggregate, to an amount (the "Reduced
Amount") such that the receipt of Payments would not give rise to any Excise
Tax, then no Gross-Up Payment shall be made to the Executive and the Payments,
in the aggregate, shall be reduced to the Reduced Amount.
(b) Subject to the provisions of Section 8(c), all determinations
required to be made under this Section 8, including whether and when a Gross-Up
Payment is required and the amount of such Gross-Up Payment and the assumptions
to be utilized in arriving at such determination shall be made by Arthur
Andersen LLP or, as provided below, such other certified public accounting firm
as may be designated by the Executive (the "Accounting Firm") which shall
provide detailed supporting calculations both to the Company and the Executive
within 15 business days after the receipt of notice from the Executive that
there has been a Payment, or such earlier time as is requested by the Company.
In the event that the Accounting Firm is serving as accountant or auditor for
the individual, entity or group effecting the Change of Control, the Executive
shall appoint another nationally recognized accounting firm to make the
determinations required hereunder (which accounting firm shall then be referred
to as the Accounting Firm hereunder). All fees and expenses of the Accounting
Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined
pursuant to this Section 8, shall be paid by the Company to the Executive within
five days after the receipt of the Accounting Firm's determination. Any
determination by the Accounting Firm shall be binding upon the Company and the
Executive. As a result of the uncertainty in the application of Section 4999 of
the Code at the time of the initial determination by the Accounting Firm
hereunder, it is possible that Gross-Up Payments which will not have been made
by the Company should have been made ("Underpayment"), consistent with the
calculations required to be made hereunder. In the event that the Company
exhausts its remedies pursuant to Section 8(c) and the Executive thereafter is
required to make a payment of any Excise Tax, the Accounting Firm shall
determine the amount of the Underpayment that has occurred and any such
Underpayment shall be promptly paid by the Company to or for the benefit of the
Executive.
(c) The Executive shall notify the Company in writing of any
claim by the Internal Revenue Service that, if successful, would require the
payment by the Company of the Gross-Up Payment. Such notification shall be given
as soon as practicable, but no later than ten business days after the Executive
is informed in writing of such claim, and shall apprise the Company of the
nature of such claim and the date on which such claim is requested to be paid.
The Executive shall not pay such claim prior to the expiration of the 30-day
period following the date on which he gives such notice to the Company (or such
shorter period ending on the date that any payment of taxes with
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respect to such claim is due). If the Company notifies the Executive in writing
prior to the expiration of such period that it desires to contest such claim the
Executive shall:
(i) give the Company any information reasonably
requested by the Company relating to such claim,
(ii) take such action in connection with contesting such
claim as the Company shall reasonably request in writing from time to time,
including without limitation, accepting legal representation with respect to
such claim by an attorney reasonably selected by the Company,
(iii) cooperate with the Company in good faith in order
effectively to contest such claim, and
(iv) permit the Company to participate in any proceedings
relating to such claims; provided, however, that the Company shall bear and pay
directly all costs and expenses (including additional interest and penalties)
incurred in connection with such costs and shall indemnify and hold the
Executive harmless, on an after-tax basis, for any Excise Tax or income tax
(including interest and penalties with respect thereto) imposed as a result of
such representation and payment of costs and expenses. Without limitation on the
foregoing provisions of this Section 8(c), the Company shall control all
proceedings taken in connection with such contest and, at its sole option, may
pursue or forego any and all administrative appeals, proceedings, hearings and
conferences with the taxing authority in respect of such claim and may, at its
sole option, either direct the Executive to pay the tax claimed and sue for a
refund or contest the claim in any permissible manner, and the Executive agrees
to prosecute such contest to determination before any administrative tribunal,
in a court of initial jurisdiction and in one or more appellate courts, as the
Company shall determine; provided, however, that if the Company directs the
Executive to pay such claim and sue for a refund, the Company shall advance the
amount of such payment to the Executive, on an interest-free basis and shall
indemnify and hold the Executive harmless, on an after-tax basis, from any
Excise Tax or income tax (including interest or penalties with respect thereto)
imposed with respect to such advance or with respect to any imputed income with
respect to such advance; and further provided that any extension of the statute
of limitations relating to payment of taxes for the taxable year of the
Executive with respect to which such contested amount is claimed to be due is
limited solely to such contested amount. Furthermore, the Company's control of
the contest shall be limited to issues with respect to which a Gross-Up Payment
would be payable hereunder and the Executive shall be entitled to settle or
contest, as the case may be, any other issues raised by the Internal Revenue
Service or any other taxing authority.
(d) If, after the receipt by the Executive of an amount advanced
by the Company pursuant to Section 8(c), the Executive becomes entitled to
receive any refund
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with respect to such claim, the Executive shall (subject to the Company's
complying with the requirements of Section 8(c)) promptly pay to the Company the
amount of such refund (together with any interest paid or credited thereon after
taxes applicable thereto). If, after the receipt by the Executive of an amount
advanced by the Company pursuant to Section 8(c), a determination is made that
the Executive shall not be entitled to any refund with respect to such claim and
the Company does not notify the Executive in writing of its intent to contest
such denial of refund prior to the expiration of 30 days after such
determination, then such advance shall be forgiven and shall not be required to
be repaid and the amount of such advance shall offset, to the extent thereof,
the amount of Gross-Up Payment required to be paid.
9. CONFIDENTIAL INFORMATION. The Executive shall hold in a fiduciary
capacity for the benefit of the Company all secret or confidential information,
knowledge or data relating to the Company or any of its affiliated companies,
and their respective businesses, which shall have been obtained by the Executive
during the Executive's employment by the Company or any of its affiliated
companies, provided that it shall not apply to information which is or shall
become public knowledge (other than by acts by the Executive or representatives
of the Executive in violation of this Agreement), information that is developed
by the Executive independently of such information, or knowledge or data or
information that is disclosed to the Executive by a third party under no
obligation of confidentiality to the Company. After termination of the
Executive's employment with the Company, the Executive shall not, without the
prior written consent of the Company or as may otherwise be required by law or
legal process, communicate or divulge any such information, knowledge or data to
anyone other than the Company and those designated by it. In no event shall an
asserted violation of the provisions of this Section 9 constitute a basis for
deferring or withholding any amounts otherwise payable to the Executive under
this Agreement.
10. SUCCESSORS.
(a) This Agreement is personal to the Executive and without the
prior written consent of the Company shall not be assignable by the Executive
otherwise than by will or the laws of descent and distribution. This Agreement
shall inure to the benefit of and be enforceable by the Executive's legal
representatives.
(b) This Agreement shall inure to the benefit of and be binding
upon the Company and its successors and assigns.
(c) The Company will require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company to assume
expressly and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform
-17-
<PAGE>
it if no such succession had taken place. As used in this Agreement, "Company"
shall mean the Company as hereinbefore defined and any successor to its business
and/or assets as aforesaid which assumes and agrees to perform this Agreement by
operation of law, or otherwise.
11. MISCELLANEOUS.
(a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT REFERENCE TO PRINCIPLES
OF CONFLICT OF LAWS. The captions of this Agreement are not part of the
provisions hereof and shall have no force or effect. This Agreement may not be
amended or modified otherwise than by a written agreement executed by the
parties hereto or their respective successors and legal representatives.
(b) All notices and other communications hereunder shall be in
writing and shall be given by hand delivery to the other party or by registered
or certified mail, return receipt requested, postage prepaid, addressed as
follows:
If to the Executive: Randall D. Stilley
2400 Fountainview, Apt. 338
Houston, TX 77057
If to the Company: Weatherford Enterra, Inc.
1360 Post Oak Blvd., Suite 1000
Houston, TX 77056
Attention: General Counsel
or to such other address as either party shall have furnished to the other in
writing in accordance herewith. Notices and communications shall be effective
when actually received by the addressee.
(c) The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement.
(d) The Company may withhold from any amounts payable under this
Agreement such Federal, state, local or foreign taxes as shall be required to be
withheld pursuant to any applicable law or regulation.
(e) The Executive's or the Company's failure to insist upon
strict compliance with any provision of this Agreement or the failure to assert
any right the Executive or the Company may have hereunder, including without
limitation, the right of
-18-
<PAGE>
the Executive to terminate employment for Good Reason pursuant to Section
4(c)(i)-(v) of this Agreement, shall not be deemed to be a waiver of such
provision or right or any other provision or right of this Agreement.
(f) The Executive and the Company acknowledge that, except as may
otherwise be provided under any other written agreement between the Executive
and the Company, the employment of the Executive by the Company is "at will"
and, subject to Section 1(a) hereof, prior to the Effective Date, the
Executive's employment and/or this Agreement may be terminated by either the
Executive or the Company at any time prior to the Effective Date, in which case
the Executive shall have no further rights under this Agreement. From and after
the Effective Date this Agreement shall supersede any other agreement between
the parties with respect to the subject matter hereof.
IN WITNESS WHEREOF, the Executive has hereunto set the Executive's hand
and, pursuant to the authorization from its Board of Directors, the Company has
caused these presents to be executed in its name on its behalf, all as of the
day and year first above written.
/s/
-----------------------------
Randall D. Stilley
WEATHERFORD ENTERRA, INC.
By:/s/_______________________
-19-
EXHIBIT 10.2
INDEMNIFICATION AGREEMENT
This AGREEMENT, effective as of January 5, 1998 is between Weatherford
Enterra, Inc., a Delaware corporation (the "Company"), and Randall D. Stilley
(the "Officer"), an officer of the Company;
WHEREAS, in recognition of Officer's need for substantial
protection against personal liability in order to enhance Officer's
continued service to the Company in an effective manner and of Officer's
reliance on the provisions of the Company's By-Laws requiring
indemnification of the Officer under certain circumstances, and in part
to provide Officer with specific contractual assurance that the
protection promised by such By-Laws will be available to Officer
(regardless of, among other things, any amendment to or revocation of
such By-Laws, any change in the composition of the Company's Board of
Directors or any acquisition transaction relating to the Company), the
Company wishes to provide in this Agreement for the indemnification of,
and the advancing of expenses to, Officer to the fullest extent (whether
partial or complete) permitted by law and as set forth in this
Agreement, and, to the extent insurance is maintained, for the continued
coverage of Officer under the Company's directors' and officers'
liability insurance policies.
NOW THEREFORE, in consideration of the premises and of Officer
agreeing to serve or continuing to serve the Company directly or, at its
request, with another enterprise, and intending to be legally bound
hereby, the parties hereto agree as follows:
1. BASIC INDEMNIFICATION ARRANGEMENT
(a) In the event Officer was, is or becomes a party to or witness or
other participant in, or is threatened to be made a party to or
witness or other participant in, a Claim (as defined
hereinafter) by reason of (or arising in part out of) an
Indemnifiable Event (as defined hereinafter), the Company shall
indemnify Officer to the fullest extent permitted by law as soon
as practicable, but in any event no later than 30 days after
written demand is presented to the Company, against any and all
Expenses (as defined hereinafter), judgments, fines, penalties
and amounts paid in settlement of such Claim. If so requested by
Officer, the Company shall advance (within ten business days
after such written request) any and all Expenses to Officer (an
"Expense Advance"). Notwithstanding anything in this Agreement
to the contrary, and except as provided in Section 3 hereof,
prior to a Change in Control (as defined hereinafter), Officer
shall not be entitled to indemnification pursuant to this
Agreement in connection with any Claim initiated by Officer
against the Company or any director or officer of the Company,
unless the Company has joined in or consented to the initiation
of such Claim.
<PAGE>
(b) Notwithstanding the foregoing, (I) the obligations of the
Company under Section 1(a) shall be subject to the condition
that the Reviewing Party (as defined hereinafter) shall not have
determined (in a written opinion, in any case in which the
special independent counsel referred to in Section 2 hereof is
involved) that Officer would not be permitted to be indemnified
under applicable law, and (ii) the obligation of the Company to
make an Expense Advance pursuant to Section 1(a) shall be
subject to the condition that, if, when and to the extent that
the Reviewing Party determines that Officer would not be
permitted to be so indemnified under applicable law, the Company
shall be entitled to be reimbursed by Officer (who hereby agrees
to reimburse the Company) for all such amounts theretofore paid;
provided, however, that if Officer has commenced legal
proceedings in a court of competent jurisdiction to secure a
determination that Officer should be indemnified under
applicable law, any determination made by the Reviewing Party
that Officer would not be permitted to be indemnified under
applicable law shall not be binding and Officer shall not be
required to reimburse the Company for any Expense Advance until
a final judicial determination is made with respect thereto (as
to which all rights of appeal therefrom have been exhausted or
lapsed). If there has not been a Change in Control, the
Reviewing Party shall be selected by the Board of Directors, and
if there has been such a Change in Control, the Reviewing Party
shall be the special independent counsel referred to in Section
2 hereof. If there has been no determination by the Reviewing
Party or if the Reviewing Party determines that Officer
substantively would not be permitted to be indemnified in whole
or in part under applicable law, Officer shall have the right to
commence litigation in any court in the states of Texas or
Delaware having subject matter jurisdiction thereof and in which
venue is proper, seeking an initial determination by the court
or challenging any such determination by the Reviewing Party or
any aspect thereof, and the Company hereby consents to service
of process and to appear in any such proceeding. Any
determination by the Reviewing Party otherwise shall be
conclusive and binding on the Company and Officer.
2. CHANGE IN CONTROL. The Company agrees that if there is a Change
in Control of the Company (other than a Change in Control which
has been approved by a majority of the Company's Board of
Directors who were directors immediately prior to such Change in
Control), then with respect to all matters thereafter arising
concerning the rights of Officer to indemnity payments and
Expense Advances under this Agreement or any other agreement or
Company By-Law now or hereafter in effect relating to Claims for
Indemnifiable Events, the Company shall seek legal advice only
from special independent counsel selected by Officer and
approved by the Company (which approval shall not be
unreasonably withheld), and who has not otherwise performed
services for the Company or Officer within the last five years
(other than in connection with such matters). Such counsel,
among other things, shall render its written opinion to the
Company and Officer as to whether and to what extent Officer
would be permitted to be indemnified under applicable law. The
Company agrees to
2
<PAGE>
pay the reasonable fees of the special, independent counsel
referred to above and to fully indemnify such counsel against any
and all expenses (including attorneys' fees), claims, liabilities
and damages arising out of or relating to this Agreement or its
engagement pursuant hereto.
3. INDEMNIFICATION FOR ADDITIONAL EXPENSES. The Company shall
indemnify Officer against any and all expenses (including
attorneys' fees) and, if requested by Officer, shall (within ten
business days after such written request) advance such expenses
to Officer, which are incurred by Officer in connection with any
claim asserted against or action brought by Officer for (I)
indemnification or advance payment of Expenses by the Company
under this Agreement or any other agreement or Company By-Law
now or hereafter in effect relating to Claims for Indemnifiable
Events and/or (ii) recovery under any directors' and officers'
liability insurance policies maintained by the Company,
regardless of whether Officer ultimately is determined to be
entitled to such indemnification, advance expense payment or
insurance recovery, as the case may be.
4. PARTIAL INDEMNITY, ETC. If Officer is entitled under any
provision of this Agreement to indemnification by the Company of
some or a portion of the Expenses, judgments, fines, penalties
and amounts paid in settlement of a Claim but not, however, for
all of the total amount thereof, the Company shall nevertheless
indemnify Officer for the portion thereof to which Officer is
entitled. Moreover, notwithstanding any other provision of this
Agreement, to the extent that Officer has been successful on the
merits or otherwise in defense of any or all Claims relating in
whole or in part to an Indemnifiable Event or in defense of any
issue or matter therein, including dismissal without prejudice,
Officer shall be indemnified against all Expenses incurred in
connection therewith. In connection with any determination by
the Reviewing Party or otherwise as to whether Officer is
entitled to be indemnified hereunder, the burden of proof shall
be on the Company to establish that Officer is not so entitled.
5. NO PRESUMPTION. For purposes of this Agreement, the termination
of any action, suit or proceeding by judgment, order, settlement
(whether with or without court approval), conviction, or plea of
nolo contendere, or its equivalent, shall not create a
presumption that Officer did not meet any particular standard of
conduct or have any particular belief or that a court has
determined that indemnification is not permitted by applicable
law.
6. NON-EXCLUSIVITY, ETC. The rights of Officer hereunder shall be in
addition to any other rights Officer may have under the Company's
By-Laws or the Delaware General Corporation Law or otherwise. To
the extent that a change in the Delaware General Corporation Law
(whether by statute or judicial decision) or the Company's
By-Laws permits greater indemnification by agreement than would
be afforded currently under
3
<PAGE>
the Company's By-Laws and this Agreement, it is the intent of the
parties hereto that Officer shall enjoy by this Agreement the
greater benefits so afforded by such change.
7. LIABILITY INSURANCE. To the extent the Company maintains an
insurance policy or policies providing directors' and officers'
liability insurance, Officer shall be covered by such policy or
policies, in accordance with its or their terms, to the maximum
extent of the coverage available for any Company officer.
8. CERTAIN DEFINITIONS.
(a) CHANGE IN CONTROL: shall be deemed to have occurred if (I) any
"person" (as such term is used in Sections 13(d) and 14(d) of
the Securities Exchange Act of 1934, as amended), other than a
trustee or other fiduciary holding securities under an employee
benefit plan of the Company or a corporation owned directly or
indirectly by the stockholders of the Company in substantially
the same proportions as their ownership of stock of the Company,
is or becomes the "beneficial owner" (as defined in Rule 13d-3
under said Act), directly or indirectly, of securities of the
Company representing 20% or more of the total voting power
represented by the Company's then outstanding Voting Securities
(as defined hereinafter), or (ii) during any period of two
consecutive years, individuals who at the beginning of such
period constitute the Board of Directors of the Company and any
new director whose election by the Board of Directors or
nomination for election by the Company's stockholders was
approved by a vote of at least two-thirds (2/3) of the directors
then still in office who either were directors at the beginning
of the period or whose election or nomination for election was
previously so approved, cease for any reason to constitute a
majority thereof, or (iii) the stockholders of the Company
approve a merger or consolidation of the Company with any other
corporation, other than a merger or consolidation which would
result in the Voting Securities of the Company outstanding
immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into Voting
Securities of the surviving entity) at least 80% of the total
voting power represented by the Voting Securities of the Company
or such surviving entity outstanding immediately after such
merger or consolidation or the stockholders of the Company
approve a plan of complete liquidation of the Company or an
agreement for the sale or disposition by the Company of all or
substantially all the Company's assets.
(b) CLAIM: any threatened, pending or completed action, suit or
proceeding, or any inquiry or investigation whether conducted by
the Company or any other party, whether civil, criminal,
administrative or investigative.
(c) EXPENSES: include attorneys' fees and all other costs, expenses
and obligations paid or incurred in connection with
investigating, defending, being a witness in or
4
<PAGE>
participating in (including on appeal), or preparing to defend,
be a witness in or participate in any Claim relating to any
Indemnifiable Event.
(d) INDEMNIFIABLE EVENT: any event or occurrence related to the fact
that Officer is or was a director, officer, employee, agent or
fiduciary of the Company, or is or was serving at the request of
the Company as a director, officer, employee, trustee, agent or
fiduciary of another corporation, partnership, joint venture,
employee benefit plan, trust or other enterprise, or by reason of
anything done or not done by Officer in any such capacity.
(e) REVIEWING PARTY: any appropriate person or body consisting of a
member or members of the Company's Board of Directors or any
other person or body appointed by the Board (including the
special independent counsel referred to in Section 2) who is not
a party to the particular Claim for which Officer is seeking
indemnification.
(f) VOTING SECURITIES: any securities of the Company which vote
generally in the election of directors.
9. AMENDMENTS AND WAIVER. No supplement, modification or amendment
of this Agreement shall be binding unless executed in writing by
both of the parties hereto. No waiver of any of the provisions of
this Agreement shall be deemed or shall constitute a waiver of
any other provisions hereof (whether or not similar) nor shall
such waiver constitute a continuing waiver.
10. SUBROGATION. In the event of payment under this Agreement, the
Company shall be subrogated to the extent of such payment to all
of the rights of recovery of Officer, who shall execute all
papers required and shall do everything that may be necessary to
secure such rights, including the execution of such documents
necessary to enable the Company effectively to bring suit to
enforce such rights.
11. NO DUPLICATION OF PAYMENTS. The Company shall not be liable under
this Agreement to make any payment in connection with any claim
made against Officer to the extent Officer has otherwise actually
received payment (under any insurance policy, By-Law or
otherwise) of the amounts otherwise indemnifiable hereunder.
12. BINDING EFFECT, ETC. This Agreement shall be binding upon and
inure to the benefit of and be enforceable by the parties hereto
and their respective successors, assigns, including any direct
or indirect successor by purchase, merger, consolidation or
otherwise to all or substantially all of the business and/or
assets of the Company, spouses, heirs, and personal and legal
representatives. This Agreement shall continue in effect
regardless of whether Officer continues to serve as a director
or officer (or in one of the capacities enumerated in Section
8(d) hereof) of the Company or of any other enterprise at the
Company's request.
5
<PAGE>
13. SEVERABILITY. The provisions of this Agreement shall be severable
in the event that any of the provisions hereof (including any
provision within a single section, paragraph or sentence) are
held by a court of competent jurisdiction to be invalid, void or
otherwise unenforceable, and the remaining provisions shall
remain enforceable to the fullest extent permitted by law.
14. GOVERNING LAW. This Agreement shall be governed by and construed
and enforced in accordance with the laws of the State of Delaware
applicable to contracts made and to be performed in such state
without giving effect to the principles of conflicts of laws.
Executed as of January 5, 1998.
WEATHERFORD ENTERRA, INC.
By:/s/
----------------------------------------
Name: Thomas R. Bates, Jr.
Title:President and Chief Executive Officer
/s/
-----------------------------
Randall D. Stilley
6
EXHIBIT 10.18
SEVERANCE AND CONSULTING AGREEMENT
THIS AGREEMENT, executed on February 17, 1998, but effective as of
March 1, 1998 (the "Effective Date"), is between WEATHERFORD ENTERRA, INC., a
Delaware corporation (the "Company"), and MARION E. EAGLES (the "Consultant").
W I T N E S S E T H:
WHEREAS, the Consultant as of the Effective Date will have (i) resigned as
an employee of the Company, (ii) resigned each office that the Consultant held
with each subsidiary of the Company identified on EXHIBIT A (the "Subsidiaries")
hereto, (iii) resigned as a director of each of the Subsidiaries, and (iv)
resigned as a member of the Administrative Committee of each employee benefit
plan of the Company that is administered by such committee; and
WHEREAS, except as provided otherwise herein, the Company and the
Consultant wish to provide for the termination of all employment or other
arrangements between the Company and the Consultant and between the Consultant
and each of the Subsidiaries; and
WHEREAS, the Company wishes to retain the Consultant as an independent
contractor, and not as an employee of the Company, to provide the Company the
services hereinafter specified for a period of 36 months commencing on the
Effective Date;
NOW, THEREFORE, in consideration of the promises, the agreements herein
contained, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company and the Consultant
agree as follows:
Section 1 CONSULTING SERVICES.
(a) During the period from the Effective Date through February 28,
2001 (the "Expiration Date"), unless sooner terminated as hereinafter provided
(the "Consulting Period"), the Consultant shall consult from time to time with
the officers, directors and other agents of the Company, the Subsidiaries and
other subsidiaries and affiliates of the Company (the Subsidiaries and other
subsidiaries and affiliates collectively, the "Weatherford Group Entities") with
respect to (i) the operations, practices, history, employees, properties and
existing and future financial arrangements of the Company and the Weatherford
Group Entities and (ii) any other affairs of the Company and the Weatherford
Group Entities for which the Consultant had sole or shared responsibility, in
whatever capacity.
(b) The Consultant shall not, and shall not be required to, provide
such consulting services unless specifically requested to do so by the President
and Chief Executive Officer of the Company. In providing such consulting
services, the Consultant shall be an independent contractor of the Company, and
no employment relationship shall exist between
<PAGE>
the Company and the Consultant on or after the Effective Date. In no event shall
the Consultant be required to expend more than 500 hours per year, 42 hours per
month, or 10 hours per week, in providing such consulting services. The
Consultant shall not be required, without his consent, to perform such
consulting services at any place other than the City of Houston metropolitan
area.
Section 2 CASH COMPENSATION.
(a) The Company will pay the Consultant such compensation as is owed
to the Consultant, and extend such other benefits to which the Consultant is
entitled, as an employee of the Company up to the Effective Date. In addition,
the Company will pay the Consultant such bonus for 1997 fiscal year as is owed
to the Consultant in accordance with the 1997 Management Incentive Bonus Plan.
All such amounts shall be less any amounts that the Company shall determine it
is required by law or regulation to withhold, including income taxes and social
security.
(b) As soon as practicable after the Effective Date, the Company will
pay the Consultant all earned but unused vacation as of the Effective Date, less
any amounts that the Company shall determine it is required by law or regulation
to withhold, including income taxes and social security.
(c) Except as provided otherwise herein, in consideration for the
agreements of the Consultant herein contained (including without limitation the
Release of All Claims provision included in Section 1 of this Agreement) and as
compensation for the services provided to the Company by the Consultant pursuant
to Section 12 of this Agreement, the Consultant shall be entitled to receive
from the Company $12,500 per month, on a monthly basis (or such other basis as
agreed to by the Company), beginning approximately March 31, 1998, and ending
approximately February 28, 2001, provided that the Company shall be entitled to
withhold from such payments any amounts that the Company shall determine it is
required by law or regulation to so withhold, including income taxes and social
security taxes. The Company will reimburse the Consultant for all reasonable
expenses that the Employee may incur in the performance of the consulting
services which are requested to be performed by him, including travel, lodging
and similar items.
(d) All amounts owed to the Consultant shall be paid to the
Consultant by check drawn on an account of the Company, payable to the
Consultant (or, in the event of the death of the Consultant at any time during
the Consulting Period, to his widow, or if he is not survived by his widow, to
his legal representatives), and mailed not later than the date provided for
payment herein to the address for notices to the Consultant determined pursuant
to Section 19 of this Agreement.
(e) The obligation of the Company to make payments to the Consultant
pursuant to this Section 2 shall not be affected by the death or disability of
the Consultant.
-2-
<PAGE>
(f) If the Company shall continue to fail to make any payment
required under this Section 2 after 30 days written notice of such failure from
the Consultant (except as provided in Section 16(b) hereof), the Consultant
shall have the right to demand and receive immediately from the Company all
amounts payable to the Consultant under this Section 2.
(g) If the Consultant accepts employment with another employer on a
full-time basis or agrees to furnish consulting services to another individual
or entity on a full-time basis, the Company, at its sole discretion, may reduce
or terminate, on an equitable basis, the payments owed pursuant to Subsection
(c) of this Section 2. In no event shall this provision serve to waive the
Consultant's obligation to comply with Section 15 hereof or the Company's right
to enforce that section. The Consultant's full-time employment or full-time
engagement as a consultant by another entity shall not affect the Options (as
defined in Section 3(a) hereof) unless as a result of such employment or
engagement as a consultant the Consultant engages in a Competitive Business (as
defined in Section 15(a)(i) hereof), as provided in Section 15(a)(i) hereof,
renders advice or services to, or otherwise assists, any Competitive Business,
as provided in Section 15(a)(ii) hereof, or breaches the other provisions of
Section 15 hereof. The term "full-time basis," as used herein, shall mean the
performance by Consultant of employment or consulting services for a third party
pursuant to an agreement which obligates or requires the Consultant to work
regularly more than twenty (20) hours per week for a term of twelve (12) or more
consecutive weeks.
(h) The Company will provide to the Consultant stenographic help and
other facilities and services that are suitable and appropriate for the
performance of the consulting services which are requested to be performed by
him pursuant to this Agreement.
Section 3 STOCK OPTIONS.
(a) Immediately prior to the Effective Date, the Consultant held
fully vested options granted under various of the Company's Stock Option Plans
(the "Option Plans") to purchase (i) up to 6,667 shares of Common Stock, $.10
par value ("Common Stock"), of the Company at $18.50 per share, and (ii) up to
4,000 shares of Common Stock at $31.563 per share (such options being herein
collectively called the "Options"). Immediately prior to the Effective Date, the
Consultant held unvested options granted under the Company's Option Plans to
purchase (i) up to 3,333 shares of Common Stock at $18.50 per share, (ii) up to
8,000 shares of Common Stock at $31.563 per share, and (iii) up to 12,000 shares
of Common Stock at $30.625 per share (such options being herein called
collectively the "Unvested Options"). Notwithstanding any contrary provision of
the Option Plans or of the several agreements pursuant to which the Unvested
Options were granted to the Consultant, the rights of the Consultant with
respect to said Unvested Options shall be fully vested at the Effective Date
(such Unvested Options hereinafter included in the term the "Options").
(b) The Options remain exercisable by the Consultant in accordance
with the provisions of the Option Plans through February 29, 1999, except as
otherwise provided
-3-
<PAGE>
herein. Any Options that remain unexercised, in whole or in part, after the
close of business on February 29, 1999, shall thereupon expire.
(c) If this Agreement is terminated by either party prior to February
29, 1999, as a result of the Consultant's breach of Section 14 or the
Consultant's engaging in a Competitive Business, as provided in Section 15(a)(i)
hereof, rendering advice or services to, or otherwise assisting, any Competitive
Business, as provided in Section 15(a)(ii) hereof, or breaching the other
provisions of Section 15 hereof, any Options that are outstanding at the date of
termination shall be forfeited by the Consultant and shall expire.
(d) If this Agreement is terminated by either party prior to February
29, 1999, for any reason other than as provided in Section 3(c), replacement
options will be granted to the Consultant to purchase up to (i) 10,000 shares of
Common Stock at $18.50 per share, (ii) up to 12,000 shares of Common Stock at
$31.563 per share, and (iii) up to 12,000 shares of Common Stock at $30.625 per
share (collectively, the "Replacement Options"). The terms of the Replacement
Options shall be the same as the terms of the Options. The Company shall
register the shares of Common Stock to be issued to the Consultant upon the
exercise of the Replacement Options under applicable securities laws to the same
extent, if any, that Company now is obligated to register shares of the Common
Stock to be issued to Consultant under the Option Plans. The rights of the
Consultant with respect to the Replacement Options shall be fully vested at the
date on which they are granted, and the Replacement Options shall be
exercisable, in whole or in part, by the Consultant (or, after the death of the
Consultant, by his legal representatives) at any time on or before February 29,
1999. Any Replacement Options that remain unexercised, in whole or in part,
after the close of business on February 29, 1999, shall thereupon expire.
(e) Except as otherwise specifically provided in this Section 3, the
Consultant shall not be entitled to participate in any Option Plan at any time
on or after the Effective Date.
(f) The Company shall be entitled to withhold from any payment to be
made pursuant to Section 2 any portion of any taxable income that (i) is
realized by the Consultant as a result of the exercise of any of the Options and
(ii) the Company shall determine that it is required by law or regulation to so
withhold under applicable tax laws.
Section 4 RESTRICTED STOCK.
(a) Immediately prior to the Effective Date, the Consultant held
5,749 shares of Common Stock that were granted to the Consultant pursuant to the
Company's Restricted Stock Incentive Plan (the "Restricted Stock Plan") and
which remained subject to restrictions on ownership on the Effective Date (such
shares of Common Stock being herein called the "Restricted Shares").
Notwithstanding any contrary provision of the Restricted Stock Plan or of any
agreement pursuant to which the Restricted Shares were granted to Consultant,
(i) the Restricted Shares shall not be forfeited by the Consultant as a result
of either (x) the
-4-
<PAGE>
termination of the Consultant's employment by the Company or (y) the death,
disability or incapacity of the Consultant at any time during the Consulting
Period and (ii) all restrictions on ownership shall terminate with respect to
the Restricted Shares on the Effective Date.
(b) Except as otherwise specifically provided in this Section 4, the
Consultant shall not be entitled to participate in the Restricted Stock Plan at
any time on or after the Effective Date.
(c) The Company shall be entitled to withhold from any payments to be
made pursuant to Section 2 any portion of any taxable income that (i) is
realized by the Consultant as a result of the termination of any restriction on
ownership on any of the Restricted Shares and (ii) the Company shall determine
that it is required by law or regulation to so withhold under applicable tax
laws.
Section 5 CERTAIN OTHER BENEFIT PLANS.
(a) The Consultant shall not be entitled to make contributions to, or
otherwise participate in, except as provided in Subsection (d) below, the
Company's 401(k) Savings Plan, the Supplemental Savings Plan, the Pension Plan
or any similar plan of the Company (collectively, the "Benefit Plans" and,
individually, a "Benefit Plan") at any time on or after the Effective Date.
(b) For purposes of determining the benefits (if any) that are
payable to the Consultant pursuant to the terms of any Benefit Plan, the
Consultant's vested interest in each account maintained for the benefit of the
Consultant pursuant to the terms of such Benefit Plan, and the balance of such
account, shall be determined immediately prior to the Effective Date. The
Company shall not be obligated to make any contribution pursuant to the terms of
any Benefit Plan for the benefit of the Consultant for any period commencing on
or after the Effective Date.
(c) At the Effective Date, the Consultant shall become entitled to
receive those benefits (if any) that are payable to the Consultant pursuant to
the terms of the several Benefit Plans as a result of the termination of the
Consultant's employment by the Company for reasons other than death, disability
or retirement. The Company shall cause those benefits to be paid to the
Consultant at the times and in the manner provided in the several Benefit Plans.
(d) To the extent the Consultant has vested amounts in any account
maintained for the benefit of the Consultant pursuant to any Benefit Plan, the
Consultant shall have the right to request that a distribution not be made and
to leave such account balances with the Trustee of the several Benefit Plans,
such amounts to be invested in accordance with the Benefits Plans, until such
time as the Consultant directs the Company to make a distribution of benefits as
provided in the several Benefits Plans.
-5-
<PAGE>
Section 6 HEALTH BENEFITS.
(a) Immediately prior to the Effective Date, the Consultant
participated in the health and dental insurance plans provided by the Company
(collectively, the "Health Plan"). The Health Plan provided for the
reimbursement of the Consultant for a portion of the amounts expended by the
Consultant for certain health care and dental services rendered to the
Consultant or to certain eligible dependents of the Consultant, subject to the
payment by the Consultant to the Company of a portion of each monthly premium
paid by the Company to obtain coverage under the Health Plan for the Consultant
and such dependents. Pursuant to the terms of such Health Plan, the Consultant's
participation therein shall terminate at the Effective Date.
(b) The coverage extended to the Consultant pursuant to the Health
Plan is extended pursuant to the Consolidated Omnibus Budget Reconciliation Act
("COBRA") for 18 months after the Effective Date, provided that the Consultant
shall pay to the Company no later than the last business day of each month (or
authorizes the Company to withhold such amount from amounts otherwise owed to
the Consultant pursuant to Section 2 hereof) an amount equal to the COBRA
premium established by the Company from time to time for the Consultant and
other employees whose employment by the Company has terminated. The Consultant
shall have no further rights to coverage under COBRA after August 31, 1999.
(c) After August 31, 1999, the Consultant shall be entitled to
convert the Health Plan, as it relates to the Consultant and any eligible
dependents, to an individual policy, upon payment of the applicable conversion
fee.
(d) The Consultant shall not seek reimbursement from the Company for
any amount that is reimbursed to the Consultant, or that the Consultant is
entitled to have reimbursed to him, under any health insurance plan or other
arrangement provided to the Consultant by any future employer of the Consultant,
and the Company shall not be obligated to reimburse the Consultant for such
amount.
(e) The Company shall not be obligated to provide health and dental
insurance to its employees and no provision hereof shall in any way affect the
right of the Company to terminate or change the terms of the Health Plan
(including without limitation the amount of the monthly premium charged to
participants) at any time.
Section 7 LIFE INSURANCE. Immediately prior to the Effective Date, the
Consultant participated in a group life insurance plan provided by the Company
(such plan being herein called the "Life Insurance Plan"), which life insurance
policy provided for the payment of two times the Consultant's annual base salary
immediately prior to the Effective Date to a designated beneficiary of the
Consultant upon the death of the Consultant. Pursuant to the terms of the Life
Insurance Plan, the Company's obligations to the Consultant pursuant to
the Life Insurance Plan shall terminate at the Effective Date; however, the
Consultant shall be
-6-
<PAGE>
entitled to convert the Life Insurance Plan to an individual policy in
accordance with the terms thereof.
Section 8 OTHER ITEMS.
(a) The Consultant shall retain, and shall not owe the Company any
amounts in connection with, one membership in Lakeside Country Club, which
membership currently is maintained in the name of the Consultant. The Company
shall not be obligated to pay, or reimburse the Consultant for, any dues or
other expenses incurred with respect to such membership for any period
commencing on or after March 1, 1998.
(b) As soon as practicable following Consultant's request, the
Company shall transfer to the Consultant the Company's interest in one
membership in the Houstonian, which membership currently is maintained by the
Company in the name of the Consultant, provided that such transfer is permitted.
The Company shall not be obligated to pay, or reimburse the Consultant for, any
dues or other expenses incurred with respect to such membership for any period
commencing on or after March 1, 1998. Any fee charged by the Houstonian in
connection with such transfer shall be paid by the Company.
Section 9 CHANGE OF CONTROL AGREEMENT.
(a) The Company and the Consultant are parties to a Change of Control
Agreement dated August 16, 1996, between the Company and the Consultant
regarding the Consultant's employment in the event of a change of control (the
"Change of Control Agreement"). The Change of Control Agreement is rescinded as
of December 15, 1997, and the Consultant and the Company waive any provision of
the Change of Control Agreement that limits the circumstances under which any
provision thereof may be modified, waived or discharged.
(b) The Company and the Consultant hereby release each other from all
liabilities under, and all obligations to perform or observe any term or
provision of the Change of Control Agreement.
Section 10 INDEMNIFICATION AGREEMENT. The Company and the Consultant are
parties to an Indemnification Agreement, effective as of March 1, 1993 (the
"Indemnification Agreement"). Notwithstanding the termination of the
Consultant's employment by the Company on the Effective Date, the
Indemnification Agreement shall remain in full force and effect with respect to
acts or decisions made by the Consultant while performing consulting services
for the Company hereunder, provided that the Consultant shall not be entitled to
be indemnified by the Company, whether pursuant to the terms of the
Indemnification Agreement or otherwise, on account of any Claim (as defined in
the Indemnification Agreement) that is brought by the Company against the
Consultant for any alleged breach by the Consultant of any provision of this
Agreement.
-7-
<PAGE>
Section 11 NO CHANGE OF CONTROL. Solely for the purpose of defining the
respective rights and obligations of the Company and the Consultant under each
of the Benefit Plans, the Option Plans and the Restricted Stock Plan, (i) the
Company and the Consultant stipulate that at the Effective Date, no event that
constitutes a "change of control" of the Company, within the meaning of, or as
defined in, any of those plans, has occurred and (ii) the Company and the
Consultant agree that the respective rights and obligations of the Company and
the Consultant under this Agreement, or under any of those plans, shall not be
affected by the occurrence of such an event on or after the Effective Date.
Section 12 TERMINATION OF EMPLOYMENT AND OF OTHER COMPENSATION
ARRANGEMENTS; RELEASE OF ALL CLAIMS.
(a) The employment of the Consultant by the Company, and the
employment of the Consultant by each of the Subsidiaries, is terminated as of
the Effective Date.
(b) Except as otherwise specifically provided in this Agreement,
(i) the Consultant's participation in all compensation, employee
benefit or incentive plans or arrangements theretofore provided by or
on behalf of the Company, or by or on behalf of any of the
Subsidiaries, is hereby terminated as of the Effective Date;
(ii) all employment agreements or understandings between the
Company and the Consultant, or between any of the Subsidiaries and
the Consultant, are hereby rescinded as of the Effective Date; and
(iii)all legal or equitable rights (if any) of the Consultant
(whether vested, contingent, accrued or unaccrued and whether
contractual in nature or arising by virtue of any interest in any
plan, arrangement or understanding) to receive cash or other
consideration from the Company, or from any of the Subsidiaries, on
account of the Consultant's employment are hereby relinquished by the
Consultant as of the Effective Date.
Without limiting the generality of the foregoing, but subject to the provisions
of Section 2(a), the Consultant shall not participate in any future bonuses paid
by the Company to its executive officers or other employees, including any bonus
that otherwise might have been paid or payable by the Company to the Consultant
on account of the performance of the Consultant during that portion of the
fiscal year of the Company ending December 31, 1998, that preceded the Effective
Date.
(c) Except for the Company's specific obligations under this
Agreement and the Indemnification Agreement, by execution of this Agreement, the
Consultant for himself, his legal representatives, heirs and beneficiaries,
forever releases the Company, and each of the
-8-
<PAGE>
Weatherford Group Entities, and their directors, officers, employees, agents, or
successors from liability for any and all claims, injuries, economic losses,
damages and causes of action of any kind, whether presently known or unknown,
including but not limited to those related to his employment by the Company
and/or the termination of his employment, and forever waives any and all rights
he may have in connection with such matters. The Consultant understands and
agrees that this release and waiver of all claims includes, but is not limited
to, claims or causes of action arising under federal and/or state fair
employment or discrimination laws (including without limitation the Age
Discrimination in Employment Act), laws pertaining to breach of employment
contract, wrongful discharge and common law tort, and any other federal, state
or local laws, including but not limited to those relating in any way to his
employment, events occurring during the course of his employment, and/or the
termination of his employment with the Company. The Consultant understands and
specifically agrees that this Agreement and the consideration the Consultant
will receive hereunder constitute a complete settlement and release and an
absolute bar to any and all claims the Consultant has or may have against the
Company or the other indemnified parties, known or suspected. The Consultant
acknowledges and agrees, and represents to the Company, that (i) he understands
the effect of the provisions of this Subsection (c), (ii) he has had a
reasonable time to consider the effect of the provisions of this Subsection (c),
and (iii) he was encouraged to consult an attorney with respect to the effect of
the provisions of this Subsection (c) and his execution of this Agreement.
The Consultant covenants and agrees not to bring or join any lawsuit
or file any charge or claim against the Company (including each of the
Weatherford Group Entities, and their directors, officers, employees, agents, or
successors, in any court or before any government agency (except as necessary to
protect his rights under this Agreement and any other agreement entered into
between the Company and the Consultant including the Indemnification Agreement)
relating to his employment and/or the termination of his employment or any
events occurring prior to the execution of this Agreement. Moreover, the
Consultant shall defend, indemnify and hold harmless the Company and each of the
Weatherford Group Entities, and their directors, officers, employees, agents and
successors, from any claim, demand or cause of action brought by any heir,
administrator, executor, representative, agent or other entity acting by,
through or on behalf of the Consultant relating to, based upon or arising out of
the subject matters of the release granted herein.
(d) Except for the Consultant's specific obligations under this
Agreement, by execution of this Agreement, the Company, for itself and each of
the Subsidiaries and their respective successors and assigns, forever releases
the Consultant from liability for any and all claims, injuries, economic losses,
damages and causes of action of any kind, whether presently known or unknown,
including but not limited to those related to his employment by the Company, and
forever waives any and all rights it may have in connection with such matters.
-9-
<PAGE>
Section 13 ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement and understanding between the Company and the Consultant with respect
to (i) the resignation of the Consultant from the offices and positions
identified on EXHIBIT A hereto; (ii) the payment to the Consultant by the
Company, or by any of the Subsidiaries, of any and all settlement, severance or
similar consideration; and (iii) any other matter addressed in this Agreement.
Section 14 CONFIDENTIALITY AGREEMENT.
(a) The Consultant has had, and (in the course of performing the
services required to be performed by the Consultant pursuant to the terms of
this Agreement) may continue to have, access to certain confidential financial
and other proprietary information of the Company or of each of the Weatherford
Group Entities. Such information constitutes valuable, special and unique
property of the Company and the Weatherford Group Entities. Subject to the
provisions of paragraph (b) of this Section 14, the Consultant shall not,
without the prior written consent of the Company, disclose any of such
information.
(b) This Section 14 shall not be construed to prohibit the Consultant
from, or subject the Consultant to liability for, disclosing such information
(i) to any director of the Company, (ii) to any officer, employee or other agent
of the Company to whom such information is furnished in the normal course of
business under established policies of the Company, (iii) when ordered to do so
by a governmental authority to whose jurisdiction the Consultant is subject or
(iv) if the Consultant is required by law or regulation to do so.
(c) This Section 14 shall not apply with respect to information which
shall be deemed to be in the public domain or which shall become publicly
available, other than through the Consultant's breach of this Section 14, or
which was available to Consultant on a non-confidential basis or became known to
Consultant from a non-confidential source.
Section 15 NON-COMPETE; NON-SOLICITATION; NO ACTION THAT WOULD ADVERSELY
AFFECT THE COMPANY.
(a) As part of the consideration for the compensation and other
benefits to be provided to the Consultant hereunder, and as additional incentive
for the Company to enter into this Agreement, the Consultant and the Company
agree to the non-competition provisions of this Section 15. The Consultant
agrees that during the Consulting Period, the Consultant will not, directly or
indirectly, for the Consultant or others, in any geographic area or market where
the Company or any of the Weatherford Group Entities are conducting any business
as of the Effective Date or during the Consulting Period:
(i) engage in (whether by investment or ownership, or as a
director, officer, employee, paid agent or paid consultant) any
business competitive with the businesses conducted by the Company or
any of the Weatherford Group Entities, for which the Consultant was
responsible as of the Effective Date, which
-10-
<PAGE>
primarily involve tubular services, fishing and downhole services
and the rental of oilfield equipment (a "Competitive Business")
provided that ownership of securities or other ownership interest of
an entity of which the Consultant owns less than five percent of any
class of outstanding securities or other ownership interest shall be
permitted;
(ii) render advice or services to, or otherwise assist, any
other person, association or entity who is engaged, directly or
indirectly, in a Competitive Business;
(iii)induce any employee of the Company or any of the
Weatherford Group Entities to terminate his or her employment with
the Company or the Weatherford Group Entities or solicit the
employment of any such employee by any person, association or entity
not affiliated with the Company; or
(iv) interfere with any relationship between the Company or any
of the Weatherford Group Entities and any customer or supplier of the
Company or such Weatherford Group Entities.
(b) In addition, during the period of the non-compete agreement, the
Consultant shall not take any action that might reasonably be expected to (i)
injure the reputation of the Company or any of the Weatherford Group Entities,
(ii) damage the goodwill of the Company or any of the Weatherford Group
Entities, or (iii) otherwise adversely affect the business, assets, income or
competitive position of the Company or any of the Weatherford Group Entities.
(c) The Consultant understands that the foregoing restrictions may
limit his ability to engage in certain businesses during the Consulting Period,
but acknowledges that he will receive sufficiently high compensation and other
benefits hereunder to justify such restrictions.
(d) It is expressly understood and agreed that the Company and the
Consultant consider the restrictions contained in this Section 15 to be
reasonable and necessary to protect the business of the Company. Nevertheless,
if any of the preceding restrictions are found by a court having jurisdiction to
be unreasonable, or overly broad as to geographic area or time, or otherwise
unenforceable, the parties intend for the restrictions therein set forth to be
modified by such court so as to be reasonable and enforceable and, as so
modified by the Court, to be enforced.
(e) It is specifically understood and agreed by the Company that the
Consultant may at his option terminate this Agreement at any time prior to the
Expiration Date by giving notice of termination to the Company at least five (5)
days before the date of termination whereupon this Agreement shall terminate;
provided that the Company may elect to earlier
-11-
<PAGE>
terminate this Agreement upon receipt of the Consultant's notice of termination.
In the event this Agreement is so terminated by the Consultant, the Company
shall be released from its obligations to pay the Consultant any compensation
under Section 2(c) hereof accruing thereafter, and the Consultant shall be
released, after the date of termination, from his obligations (i) to perform
consulting services hereunder and (ii) not to engage in a Competitive Business,
as provided in Section 15(a)(i), or not to render advice or services to, or not
to otherwise assist, any Competitive Business, as provided in Section 15(a)(ii);
provided, however, that although the Consultant may be released as provided in
this Section 15(e) from his obligations under Sections 15(a)(i) and 15(a)(ii)
above, such that there will be no breach of this Section 15 in the event the
Consultant is employed or engaged as a consultant by a Competitive Business or
renders advice or services, or otherwise assists, any Competitive Business, it
is specifically understood and agreed by the Consultant that should he be so
employed or engaged, the Options shall terminate on the date of termination of
this Agreement.
Section 16 INJUNCTIVE RELIEF; CESSATION OF PAYMENTS UPON BREACH.
(a) Each Party acknowledges that a remedy at law for any actual or
threatened breach of the provisions of Section 14 or Section 15 of this
Agreement would be inadequate, and each Party agrees that the other shall be
entitled to injunctive relief in the event of an actual or threatened breach of
any of those provisions.
(b) Whether or not the Company shall obtain injunctive relief for any
actual breach by the Consultant of the provisions of Section 14 or 15 of this
Agreement, in the event of such a breach, the Company shall be entitled to
withhold payment of any amounts otherwise required to be paid to the Consultant
pursuant to the terms of this Agreement to secure the payment of any damage
resulting from such breach; provided that the Company must first give the
Consultant notice of the facts which the Company believes give rise to such
breach and give the Consultant 30 days after the date of such notice to cure
such breach.
Section 17 BINDING EFFECT. This Agreement shall inure to the benefit of
and be binding upon (i) the Company and its successors and assigns and (ii) the
Consultant and his legal representatives. The Consultant shall not assign or
attempt to assign any rights accruing to the Consultant under this Agreement.
Section 18 GOVERNING LAW. The rights and duties of the Company and the
Consultant with respect to this Agreement, and the enforceability,
interpretation and construction of this Agreement shall be governed by the laws
of the State of Texas.
Section 19 NOTICES.
-12-
<PAGE>
(a) Notices to the Consultant under this Agreement shall be given to
him in writing at 535 Bolton Place, Houston, Texas 77024, or at such other
address as the Consultant shall specify to the Company in writing.
(b) Notices to the Company under this Agreement shall be given to it
in writing at 1360 Post Oak Boulevard, Suite 1000, Houston, Texas 77056, marked
to the attention of the President and Chief Executive Officer.
Section 20 RIGHT OF REVOCATION. Consultant acknowledges that he has
carefully read this Severance and Consulting Agreement (including without
limitation the Release of All Claims provision included in Section 12 hereof);
that he has had the opportunity to review it with his legal counsel; that he
fully understands its effect; that the only promises made to him to sign this
Agreement are those stated herein; that he has been granted 21 days after the
date of his receipt of this Agreement to decide whether to accept it; that he
shall have seven days after his execution of this Agreement to revoke his
agreement to this document; and that he is signing this Agreement voluntarily.
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed
by its duly authorized officer, and the Consultant has executed this Agreement,
in each case as of the date first above written.
WEATHERFORD ENTERRA, INC.
By:/s/
-----------------------------------------
Thomas R. Bates, Jr.
President and Chief Executive Officer
CONSULTANT
/s/
-----------------------------------------
MARION E. EAGLES
-13-
EXHIBIT 21
WEATHERFORD ENTERRA, INC.
SUBSIDIARIES AND AFFILIATES
(DECEMBER 31, 1997)
<TABLE>
<CAPTION>
JURISDICTION % OF COMPANY OWNERSHIP
NAME OF INCORPORATION (DIRECT OR INDIRECT)
---- ---------------- --------------------
<S> <C>
A-1 Bit & Tool Co., B.V ..................................................... Netherlands 100% by W/Eurasia B.V.
Aarbakke Eiendom AS ......................................................... Norway 100% by Aarbakke
Aarbakke AS ("Aarbakke") ................................................... Norway 100% by W/Norge
Algerian Oilfield Services SPA .............................................. Algeria 100% by Oiltools Weatherford
Bit & Tool A-1 S.r.l ........................................................ Italy 100% by WEMESPA
CanaRoss Limited ............................................................ Russia 50% by E/Cyprus
CRC-Evans Automatic Welding, Inc............................................. Texas 100% by PhlipCo
CRC-Evans Pipeline International (UK) Limited................................ United Kingdom 100% by W/Eurasia Ltd.
CRC-Evans Services Limited .................................................. United Kingdom 100% by W/Eurasia Ltd.
EMI-Elettro Magnetica Ispezioni Italia S.r.l ................................ Italy 100% by WEMESPA
Enterra (Thailand) Ltd. ..................................................... Thailand 100% by Weatherford Enterra,
Inc. ("WEI")
Enterra (U.K.) Limited ...................................................... United Kingdom 100% by OFRH
Enterra Compression Company ("E/Compression") ............................... Delaware 100% by PhlipCo
Enterra Compression Investment Company ("E/Investment") ..................... Delaware 100% by E/Compression
Enterra Corporation ......................................................... Nevada 100% by WEI
Enterra Cyprus Limited ("E/Cyprus") ......................................... Cyprus 100% by W/Canada
Enterra International Limited ............................................... United Kingdom 100% by OFRH
Enterra Norway AS............................................................ Norway 100% by WEI
Enterra Oil Field Services, Ltd. ("EOFS") ................................... Bermuda 100% by WUSI
Enterra Oilfield Rentals (Malaysia) Sdn. Bhd ................................ Malaysia 100% by WAPP
Enterra Oilfield Rentals Limited ("EORL") ................................... Hong Kong 100% by WEI
Enterra Oilfield Rentals Pty. Ltd. .......................................... Australia 100% by WLI
Enterra Patco Oilfield Products Incorporated ................................ Texas 100% by WEI
Enterra Petroleum Equipment Group (UK) Ltd. ................................. United Kingdom 100% by W/Eurasia Ltd.
Enterra Quality Drilling Tools Pte. Ltd. .................................... Singapore 100% by WAPP
Enterra Rental and Fishing Company .......................................... Delaware 100% by WUSI
European Material Inspection (EMI) B.V ...................................... Netherlands 100% by W/Eurasia B.V.
Homco Oilfield Services Limited ............................................. United Kingdom 100% by W/Eurasia Ltd.
Keltic Oil Tools Limited .................................................... United Kingdom 100% by OFRH
McMurry-Macco, Inc........................................................... Delaware 100% by WEI
Nodeco A/S ("Nodeco") ...................................................... Norway 100% by W/Norge
Nodeco Ltd. ................................................................. United Kindgom 100% by W/Eurasia Ltd.
Offshore Pipeline Services Limited .......................................... United Kingdom 45% by W/Eurasia Ltd.
Oil Field Rental Holdings Limited ("OFRH") .................................. United Kingdom 100% by W/Eurasia Ltd.
Oiltools Weatherford Limited ("Oiltools Weatherford") ....................... British Virgin Islands 50% by WLI
PETCO Fishing & Rental Tools (U.K.) Ltd. .................................... United Kingdom 100% by W/Eurasia Ltd.
PhlipCo., Inc. ("PhlipCo")) ................................................. Delaware 100% by WEI
ServiciosTec LDC ............................................................ Cayman Islands 99% by EOFS & 1% EORL
Subsurface Technology AS .................................................... Norway 51% by Nodeco
Technical Oil Services Limited .............................................. British Virgin Islands 100% by EOFS
</TABLE>
1
<PAGE>
<TABLE>
<CAPTION>
JURISDICTION % OF COMPANY OWNERSHIP
NAME OF INCORPORATION (DIRECT OR INDIRECT)
---- ---------------- --------------------
<S> <C>
WEUS Holding, Inc. ("WEUS Holding").................................... Delaware 100% by WUSI
WI Products and Equipment, Inc. ....................................... Cayman Islands 100% by WLI
WII Rental Company .................................................... Delaware 100% by WLI
Weatherford Abu Dhabi, Limited ("W/Abu Dhabi") ........................ Cayman Islands 100% by WLI
Weatherford/Al-Rushaid Ltd. ........................................... Saudi Arabia 49% by WOPL
Weatherford Asia Pacific Pte. Ltd ("WAPP")............................. Singapore 97% by WINC & 3% by WLI
Weatherford Australia Pty. Limited .................................... Australia 100% by WLI
Weatherford/Bin Hamoodah .............................................. Abu Dhabi, UAE 49% by W/Abu Dhabi
Weatherford East Europe Service GmbH .................................. Germany 100% by W/Holding
Weatherford Canada Ltd. ("W/Canada") .................................. Canada 85.68% by WLI & 14.32% by PhlipCo
Weatherford Colombia Limited .......................................... British Virgin Islands 99% by EOFS & 1% EORL
Weatherford Enterra Compression Company, L.P. ......................... Delaware 99% by E/Investment &
1% by E/Compression
Weatherford Enterra S.A. .............................................. Argentina 100% by WLI
Weatherford Enterra U.S., Limited Partnership ......................... Louisiana 99% by WEUS Holding, &
1% by WUSI
Weatherford Espana, S.A ............................................... Spain 100% by W/Holding
Weatherford Eurasia B.V. ("W/Eurasia B.V.") ........................... Netherlands 100% by WLI
Weatherford Eurasia Ltd. ("W/Eurasia Ltd.") ........................... United Kingdom 99.9% by WLI & .1% by WEI
Weatherford Foreign Sales Corporation ................................. Barbados 100% by WEI
Weatherford France, S.A ............................................... France 100% by WEI
Weatherford Hoevelaken B.V............................................. Netherlands 100% by PhlipCo
Weatherford Holding GmbH ("W/Holding") ................................ Germany 100% by WLI
Weatherford de Mexico S.A. de C.V...................................... Mexico 99% WLI & 1% WUSI
Weatherford, Inc. ("WINC")............................................. Panama 100% by WLI
Weatherford International, Inc. ....................................... Delaware 100% by W/Canada
Weatherford Ireland Limited ........................................... Ireland 50% by W/U.K. & 50% by WLI
Weatherford/Lamb, Inc. ("WLI") ........................................ Delaware 100% by WEI
Weatherford Latin America, Inc. ....................................... Panama 100% by WLI
Weatherford (Malaysia) Sdn. Bhd ....................................... Malaysia 40% by WLI
Weatherford Mediterranea S.p.A. ("WEMESPA") ........................... Italy 100% by W/Eurasia B.V.
Weatherford Nigeria Ltd. .............................................. Nigeria 60% by WLI
Weatherford Norge A/S ("W/Norge") ..................................... Norway 100% by W/Eurasia B.V.
Weatherford Oil Tool Ges.m.b.H ........................................ Austria 95% by WLI & 5% by WEI
Weatherford Oil Tool GmbH ............................................. Germany 100% by W/Holding
Weatherford Oil Tool Middle East Limited .............................. British Virgin Islands 100% by WLI
Weatherford Oil Tool Nederland B.V .................................... Netherlands 100% by W/Eurasia B.V.
Weatherford Oil Tool (Private) Limited ................................ Singapore 100% by WLI
Weatherford Overseas Products, Limited ("WOPL") ....................... Cayman Islands 100% by WLI
Weatherford Overseas Services, Limited ("WOSL") ....................... Cayman Islands 100% by WLI
Weatherford QAF (B) Sdn. Bhd .......................................... Brunei 50% by WLI
Weatherford (Saudi Arabia), Ltd. ...................................... Saudi Arabia 49% by WOSL
Weatherford Services, S.A ............................................. Panama 100% by W/Holding
Weatherford (U.K.) Limited ("W/U.K.").................................. United Kingdom 100% by W/Eurasia Ltd.
Weatherford U.S., Inc. ("WUSI") ....................................... Delaware 100% by PhlipCo
Weatherford Venezuela, S.A............................................. Venezuela 100% by WLI
World Wide Leasing LDC ................................................ Cayman Islands 99% by EOFS & 1% by EORL
</TABLE>
2
<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of our
report dated March 11, 1998, on the December 31, 1997 consolidated financial
statements, included in this form 10-K, into the Company's previously filed
Registration Statement File Numbers 33-18187, 33-30522, 33-43131, 2-88509,
33-54842, 33-54844, 33-54846, 33-54850, 33-62253, 33-63215, and 333-31707.
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Houston, Texas
March 20, 1998
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<CASH> 42,348
<SECURITIES> 0
<RECEIVABLES> 283,916
<ALLOWANCES> 22,467
<INVENTORY> 169,048
<CURRENT-ASSETS> 504,878
<PP&E> 1,250,494
<DEPRECIATION> 682,048
<TOTAL-ASSETS> 1,377,995
<CURRENT-LIABILITIES> 192,345
<BONDS> 0
0
0
<COMMON> 5,270
<OTHER-SE> 928,856
<TOTAL-LIABILITY-AND-EQUITY> 1,377,995
<SALES> 262,568
<TOTAL-REVENUES> 1,083,965
<CGS> 175,165
<TOTAL-COSTS> 726,540
<OTHER-EXPENSES> 164,343
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 20,139
<INCOME-PRETAX> 175,573
<INCOME-TAX> 0
<INCOME-CONTINUING> 112,900
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 112,900
<EPS-PRIMARY> 2.15
<EPS-DILUTED> 2.14
</TABLE>
