<PAGE> 1
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
================================================================================
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM __________ TO __________
COMMISSION FILE NUMBER 1-13086
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WEATHERFORD INTERNATIONAL, INC. 401(k) SAVINGS PLAN
================================================================================
Weatherford International, Inc.
515 Post Oak Boulevard
Suite 600
Houston, TX 77027
<PAGE> 2
WEATHERFORD INTERNATIONAL, INC. 401(k) SAVINGS PLAN
INDEX TO FINANCIAL STATEMENTS, EXHIBITS
AND SUPPLEMENTAL SCHEDULES
<TABLE>
<CAPTION>
Page
----
<S> <C>
Report of Independent Public Accountants 2
Financial Statements-
Statements of Net Assets Available for Plan Benefits as of
December 31, 1998 and 1997 4
Statement of Changes in Net Assets Available for Plan Benefits
for the Year Ended December 31, 1998 5
Notes to Financial Statements as of December 31, 1998 and 1997 6
Exhibits-
Exhibit 1 - Statement of Net Assets Available for Plan Benefits,
With Fund Information, as of December 31, 1998 11
Exhibit 2 - Statement of Changes in Net Assets Available for
Plan Benefits, With Fund Information,
for the Year Ended December 31, 1998 12
Supplemental Schedules-
Schedule I--Item 27a - Schedule of Assets Held
for Investment Purposes as of December 31, 1998 13
Schedule II--Item 27d - Schedule of Reportable Transactions
for the Year Ended December 31, 1998 15
Schedule III--Item 27e - Schedule of Nonexempt Transactions
for the Year Ended December 31, 1998 16
</TABLE>
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<PAGE> 3
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Administrative Committee of the
Weatherford International, Inc. 401(k) Savings Plan:
We have audited the accompanying statements of net assets available for plan
benefits of the Weatherford International, Inc. 401(k) Savings Plan (the Plan)
as of December 31, 1998 and 1997, and the related statement of changes in net
assets available for plan benefits for the year ended December 31, 1998. These
financial statements and supplemental schedules referred to below are the
responsibility of the administrative committee. Our responsibility is to express
an opinion on these financial statements and supplemental schedules based on our
audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
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 financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits as of December
31, 1998 and 1997, and the changes in net assets available for plan benefits for
the year ended December 31, 1998, in conformity with generally accepted
accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets held
for investment purposes as of December 31, 1998, included as Schedule I,
reportable transactions for the year ended December 31, 1998, included as
Schedule II and nonexempt transactions for the year ended December 31, 1998,
included as Schedule III are presented for purposes of additional analysis and
are not a required part of the basic financial statements but are supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The fund information in the statements of net assets available for plan
benefits and the statement of changes in net assets available for plan benefits
is presented for purposes of additional analysis rather than to present the net
assets available for plan benefits and changes in net assets available for plan
benefits of each fund. The supplemental schedules and fund information have been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
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<PAGE> 4
As discussed in Note 6, information provided by certain asset custodians and
presented in the schedule of assets held for investment purposes does not
disclose the historical cost of certain investments. Disclosure of this
information is required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974.
ARTHUR ANDERSEN LLP
Houston, Texas
June 23, 1999
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<PAGE> 5
WEATHERFORD INTERNATIONAL, INC. 401(k) SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
AS OF DECEMBER 31, 1998 AND 1997
<TABLE>
<CAPTION>
1998 1997
------------ -----------
<S> <C> <C>
ASSETS:
Investments, at fair value-
Collective trusts-
Money Market Fund $ 5,516,112 $ 5,233,630
Special Equity Fund 3,053,003 2,089,556
Stock Index Fund 9,841,625 5,581,575
International Equity Fund 1,474,041 1,207,474
Short Horizon Strategic Allocation Fund (SAF) 1,788,992 1,059,100
Intermediate Horizon Strategic Allocation Fund (SAF) 4,093,929 3,130,478
Intermediate Long Horizon Strategic Allocation Fund (SAF) 3,271,888 2,025,511
Merrill Lynch Equity Index Trust 11,009,127 --
Merrill Lynch Retirement Preservation Trust Fund 19,886,319 --
------------ ------------
Total collective trusts 59,935,036 20,327,324
Mutual funds-
Davis New York Venture Fund, Inc. 18,248,691 --
Merrill Lynch Capital Fund Class A 14,584,851 --
Merrill Lynch Corporate Bond Fund Class A 2,967,782 --
Merrill Lynch Global Allocation Fund Class A 4,361,017 --
Other mutual funds 1,588,755 --
------------ ------------
Total mutual funds 41,751,096 --
Weatherford International, Inc., common stock 12,372,165 --
Pooled separate accounts 1,015,215 --
Unallocated cash reserve 35,602 360,705
Participant loans receivable 6,650,420 969,383
------------ ------------
Total investments 121,759,534 21,657,412
Receivables-
Participants' contributions 863,419 120,121
Employers' contribution 359,674 228,372
Accrued income receivable 23,500 --
------------ ------------
Total receivables 1,246,593 348,493
------------ ------------
Total assets 123,006,127 22,005,905
------------ ------------
LIABILITIES:
Accounts payable 177,343 70,630
------------ ------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $122,828,784 $ 21,935,275
============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
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<PAGE> 6
WEATHERFORD INTERNATIONAL, INC. 401(k) SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1998
<TABLE>
<S> <C>
ADDITIONS:
Investment income-
Net gain on investments in collective trusts $ 3,077,673
Interest income 90,600
-------------
3,168,273
Contributions-
Participants' 5,350,117
Employers' 1,022,995
Rollovers 1,042,001
-------------
7,415,113
Transfer of assets due to plan mergers (Note 5) 92,769,185
-------------
Total additions 103,352,571
DEDUCTIONS:
Benefits paid to or on behalf of participants 2,438,661
Administrative expenses 20,401
-------------
Total deductions 2,459,062
-------------
NET INCREASE 100,893,509
NET ASSETS AVAILABLE FOR PLAN BENEFITS, beginning of year 21,935,275
-------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS, end of year $ 122,828,784
=============
</TABLE>
The accompanying notes are an integral part of this financial statement.
-5-
<PAGE> 7
WEATHERFORD INTERNATIONAL, INC. 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998 AND 1997
1. DESCRIPTION OF THE PLAN:
General
The Weatherford International, Inc. 401(k) Savings Plan (formerly, EVI, Inc.
401(k) Retirement Plan) (the Plan) is a defined contribution plan established by
the board of directors of Weatherford International, Inc. On May 27, 1998, EVI,
Inc., merged with Weatherford Enterra, Inc. (Weatherford Enterra), and changed
its name to EVI Weatherford, Inc. Subsequently, EVI Weatherford, Inc., was
renamed Weatherford International, Inc. For purposes of these financial
statements, "Weatherford" or "Employers" refers to EVI, Inc., and its
subsidiaries that have adopted the Plan prior to the merger and to Weatherford
International, Inc., and its subsidiaries that have continued sponsorship of the
Plan subsequent to the merger. In connection with the merger, participation in
the Plan was limited to those employees who were eligible for the Plan
immediately prior to the merger and those employees hired by Weatherford after
the merger who have met the eligibility requirements of the Plan. Employees of
Weatherford Enterra prior to the merger continued to participate in the
Weatherford Enterra, Inc. 401(k) Saving Plan (the WEI Plan) after the merger.
Prior to June 30, 1998, the Plan covered all employees, except nonresident
aliens and leased employees, of adopting subsidiaries who have satisfied six
months of continuous service. Effective June 30, 1998, each employee, other than
nonresident aliens and leased employees, who was employed on June 30, 1998, was
eligible to participate in the Plan on July 1, 1998, but will not be eligible to
participate for purposes of Employers' matching or discretionary contributions
until the employee has completed six months of continuous service. After June
30, 1998, each employee, other than nonresident aliens and leased employees,
will become eligible on the later of (a) the effective date of the adoption of
this Plan by the Employer or (b) the first entry date after date of hire but
will not be eligible to participate for purposes of Employers' matching or
discretionary contributions until the employee has completed one year of
continuous service.
The Employer's board of directors appointed a five-person committee (the Plan
Administrator) to administer the Plan. Through December 31, 1998, Massachusetts
Fidelity Trust Company was the asset custodian (the Custodian) of the Plan's
assets. Effective December 31, 1998, Merrill Lynch Trust Company (Merrill Lynch)
was named asset custodian and trustee of the Plan. The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974, as amended
(ERISA). The following description of the Plan provides general information
only. Participants should refer to the Plan agreement for a more complete
description of the Plan's provisions.
Contributions
Participants may contribute between 1 percent and 15 percent of their
compensation, as defined in the Plan. Participants may also contribute amounts
representing distributions from other qualified plans. The Employers shall make
matching contributions of $.40 per every $1.00 of participant contributions, up
to a maximum of 3 percent of the participant's compensation, as defined in the
Plan. The Employers may make additional discretionary contributions. There were
no discretionary contributions made for the year ended December 31, 1998.
-6-
<PAGE> 8
Participant Accounts
Each participant's account is credited with the participant's and Employers'
matching contributions, an allocation of the Employers' discretionary
contribution, if applicable, and Plan earnings thereon. Earnings are allocated
by fund based on the ratio of the participant's account invested in a particular
fund to all participants' investments in that fund.
Investment Funds
The following details the seven Diversified Investment Advisors' collective
trust investment funds available for investment by Plan participants:
a. Money Market Fund
b. Special Equity Fund
c. Stock Index Fund
d. International Equity Fund
e. Short Horizon Strategic Allocation Fund (SAF)
f. Intermediate Horizon Strategic Allocation Fund (SAF)
g. Intermediate Long Horizon Strategic Allocation Fund (SAF)
See Exhibits 1 and 2 for the statement of net assets available for plan
benefits, with fund information, as of December 31, 1998, and the statement of
changes in net assets available for plan benefits, with fund information, for
the year ended December 31, 1998, respectively.
Participant Loans
Participant loans receivable are stated at cost, which approximates fair value.
Participants may borrow from their vested account balances a minimum of $1,000
up to a maximum equal to the lesser of $50,000 or 50 percent of the
participant's vested account balance. Loan transactions are treated as interfund
transfers between the investment fund and the participant loan fund. Loan
maturity dates range from one year to five years except when the loan is used to
purchase a participant's principal residence, in which case the loan term may
not exceed 10 years. The loans are collateralized by the balance in the
participant's accounts and bear interest at prime rate as reported in the Wall
Street Journal as determined by the Plan Administrator.
Vesting
Participants are immediately vested in their elective deferral account and
actual earnings thereon. Vesting in the Employers' matching and discretionary
contribution portion of their accounts, plus actual earnings thereon, is based
on years of continuous service. The vesting schedule is as follows:
<TABLE>
<CAPTION>
Years of
Credited Service Percent Vested
---------------- --------------
<S> <C>
Less than 1 0%
1 but less than 2 20
2 but less than 3 40
3 but less than 4 60
4 but less than 5 80
5 or more 100
</TABLE>
Forfeitures
Forfeitures of nonvested balances of terminated employees are available to
offset future employer contributions.
-7-
<PAGE> 9
Expenses of the Plan
During 1998 and 1997, primarily all administrative fees incurred by the Plan
were paid by the Employers except for participant loan fees which were paid from
the account of the participant requesting the loan.
Withdrawals
Under the Plan, benefits are paid in lump sum directly to the participants or,
in the case of a participant's death, the participant's designated beneficiary.
If the account balance is less than $5,000, payment will be made upon
termination. Otherwise, payment will be made at age 65 unless the participant
elects an earlier payout.
Participants may withdraw any portion or all of their after-tax account
(contributions made prior to August 1, 1988) and rollover account or any vested
portion of the Employers' contribution account as of the last day of any month.
Additionally, participants may make withdrawals from their pretax contribution
accounts in instances of reaching age 59-1/2 or financial hardship as approved
by the Plan Administrator.
Upon total withdrawal from the Plan, a participant is suspended from future
participation in the Plan for six months. Withdrawals based on the financial
hardship result in a suspension of 12 months.
Plan Termination
Although it has not expressed any intent to do so, the Employers have the right
under the Plan to discontinue contributions at any time and to terminate the
Plan subject to the provisions of ERISA. In the event the Plan is terminated,
participants will become 100 percent vested in their accounts.
2. SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES:
Basis of Accounting
The accompanying financial statements are prepared and presented in accordance
with the accrual method of accounting. Benefits are recorded when paid.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to use estimates and assumptions that
affect the accompanying financial statements and disclosures.
Actual results could differ from those estimates.
Valuation of Investments
The fair value of the investments in the collective trusts and pooled separate
accounts are based on the market value of their underlying assets, as determined
by the investment issuer. Investments in mutual funds and common stock are
reported at fair market value based on quoted market prices. Investment income
is recorded as earned.
The Merrill Lynch Retirement Preservation Trust Fund is a collective trust fund
investing primarily in guaranteed investment contracts and U.S. Government
securities. The guaranteed investment contracts are fully benefit responsive and
are recorded at contract value, which approximates fair value. Contract value is
determined based on contributions made under the contract plus interest earned
at the contract's rate less funds used to pay investment fees and withdrawals.
The effective yield of the collective trust fund is 6.55 percent for the year
ended December 31, 1998.
-8-
<PAGE> 10
Reclassifications
Certain 1997 amounts have been reclassified to conform to the 1998 presentation.
3. RISKS AND UNCERTAINTIES:
The Plan provides for various investments in collective trusts, mutual funds,
common stock and pooled separate accounts. Investment securities, in general,
are exposed to various risks, such as interest rate, credit and overall market
volatility risk. Due to the level of risk associated with certain investment
securities, it is reasonably possible that changes in the values of investment
securities will occur in the near term and that such changes could materially
affect the amounts reported in the statements of net assets available for plan
benefits and participant accounts.
4. TAX STATUS:
The Plan obtained its latest determination letter on November 6, 1996, in which
the Internal Revenue Service (IRS) stated that the Plan, as then designed, was
in compliance with the applicable requirements of the Internal Revenue Code (the
Code). The Plan has been amended since receiving the determination letter. The
Plan Administrator believes that the Plan is currently designed and being
operated in compliance with the applicable requirements of the Code. Therefore,
the Plan Administrator believes that the Plan was qualified and the related
trust was tax-exempt as of December 31, 1998 and 1997.
5. TRANSFERS FROM OTHER PLANS:
Effective March 1, 1998, account balances of Plan participants employed by EVI
Arrow, Inc., a subsidiary of the Employers that was previously acquired from
Weatherford Enterra, which previously participated in the WEI Plan, were merged
into the Plan. In conjunction with the merger, the Plan received approximately
$929,000 from the WEI Plan. These assets are recorded in Exhibits 1 and 2 as
"Merger Assets."
Effective May 1, 1998, account balances of participants employed by Tube-Alloy
Corporation, a subsidiary of the Employers that previously participated in the
Tube-Alloy 401(k) Plan, were merged into the Plan. In conjunction with the
merger, the Plan received approximately $1,130,000 from the Tube-Alloy 401(k)
Plan. These assets are recorded in Exhibits 1 and 2 as "Merger Assets."
Effective December 31, 1998, account balances of employees of Tech Line Oil
Tools, Inc., Ercon, Inc., XL Systems, Inc. (subsidiaries of the Employers), and
Weatherford Enterra, which previously participated in the applicable prior
plans, the Tech Line Oil Tools, Inc. 401(k) Plan, Gulfmark International, Inc.
401(k) Plan, XL Systems, Inc. 401(k) Profit Sharing Plan and the WEI Plan, were
merged into the Plan. In conjunction with the mergers, the Plan received
approximately $90,710,000 from the merged plans. The asset custodians of the
merged plans continued to hold the investments of the merged plans at December
31, 1998. Subsequent to December 31, 1998, the assets of the merged plans,
excluding the WEI Plan, whose assets were held by Merrill Lynch at December 31,
1998, were liquidated and invested in similar investment funds offered by
Merrill Lynch. These assets are recorded in Exhibits 1 and 2 as "Merger Assets."
6. HISTORICAL COST OF INVESTMENTS:
Certain asset custodians were unable to furnish historical cost information
related to certain investments reported in the schedule of assets held for
investment purposes as of December 31, 1998. Disclosure of this information is
required by the Department of Labor's Rules and Regulations for Reporting and
Disclosure under ERISA.
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<PAGE> 11
7. NONEXEMPT TRANSACTIONS:
As reported on Schedule III, certain Plan contributions were not remitted to the
trust within the time frame specified by the Department of Labor's Regulation 29
CFR 2510.3-102, thus constituting nonexempt transactions between the Plan and
the Employers.
8. SUBSEQUENT EVENT:
During 1999, Plan assets were liquidated and participant account balances were
transferred to Merrill Lynch and invested in similar investment funds offered by
Merrill Lynch, as determined by the Plan Administrator.
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<PAGE> 12
EXHIBIT 1
WEATHERFORD INTERNATIONAL, INC. 401(k) SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
WITH FUND INFORMATION
AS OF DECEMBER 31, 1998
<TABLE>
<CAPTION>
Participant-Directed
----------------------------------------------------------------------------
Money Special Stock International
Market Equity Index Equity Short
Fund Fund Fund Fund Horizon SAF
------------ ------------ ------------ -------------- ------------
<S> <C> <C> <C> <C> <C>
ASSETS:
Investments, at fair value-
Collective trusts $ 5,516,112 $ 3,053,003 $ 9,841,625 $ 1,474,041 $ 1,788,992
Mutual funds -- -- -- -- --
Common stock -- -- -- -- --
Pooled separate accounts -- -- -- -- --
Unallocated cash reserve -- -- -- -- --
Participant loans receivable -- -- -- -- --
------------ ------------ ------------ ------------ ------------
Total investments 5,516,112 3,053,003 9,841,625 1,474,041 1,788,992
Receivables-
Participants' contributions 49,532 58,128 115,168 26,393 19,155
Employers' contribution 9,997 10,230 20,658 4,766 3,567
Accrued income receivable -- -- -- -- --
------------ ------------ ------------ ------------ ------------
Total receivables 59,529 68,358 135,826 31,159 22,722
------------ ------------ ------------ ------------ ------------
Total assets 5,575,641 3,121,361 9,977,451 1,505,200 1,811,714
LIABILITIES:
Accounts payable -- -- -- -- --
------------ ------------ ------------ ------------ ------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $ 5,575,641 $ 3,121,361 $ 9,977,451 $ 1,505,200 $ 1,811,714
============ ============ ============ ============ ============
<CAPTION>
Participant-Directed
---------------------------------------------
Intermediate
Intermediate Long Participant
Horizon SAF Horizon SAF Loans Unallocated
------------- ------------ ------------- -----------
<S> <C> <C> <C> <C>
ASSETS:
Investments, at fair value-
Collective trusts $ 4,093,929 $ 3,271,888 $ -- $ --
Mutual funds -- -- -- --
Common stock -- -- -- --
Pooled separate accounts -- -- -- --
Unallocated cash reserve -- -- -- 35,602
Participant loans receivable -- -- 1,458,433 --
------------ ------------ ------------ ------------
Total investments 4,093,929 3,271,888 1,458,433 35,602
Receivables-
Participants' contributions 49,154 65,958 -- --
Employers' contribution 10,228 12,412 -- --
Accrued income receivable -- -- -- --
------------ ------------ ------------ ------------
Total receivables 59,382 78,370 -- --
------------ ------------ ------------ ------------
Total assets 4,153,311 3,350,258 1,458,433 35,602
LIABILITIES:
Accounts payable -- -- -- --
------------ ------------ ------------ ------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $ 4,153,311 $ 3,350,258 $ 1,458,433 $ 35,602
============ ============ ============ ============
<CAPTION>
Merger
Assets Total
------------ ------------
<S> <C> <C>
ASSETS:
Investments, at fair value-
Collective trusts $ 30,895,446 $ 59,935,036
Mutual funds 41,751,096 41,751,096
Common stock 12,372,165 12,372,165
Pooled separate accounts 1,015,215 1,015,215
Unallocated cash reserve -- 35,602
Participant loans receivable 5,191,987 6,650,420
------------ ------------
Total investments 91,225,909 121,759,534
Receivables-
Participants' contributions 479,931 863,419
Employers' contribution 287,816 359,674
Accrued income receivable 23,500 23,500
------------ ------------
Total receivables 791,247 1,246,593
------------ ------------
Total assets 92,017,156 123,006,127
LIABILITIES:
Accounts payable 177,343 177,343
------------ ------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $ 91,839,813 $122,828,784
============ ============
</TABLE>
This exhibit is an integral part of the accompanying financial statements.
-11-
<PAGE> 13
EXHIBIT 2
WEATHERFORD INTERNATIONAL, INC. 401(k) SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
Participant-Directed
--------------------------------------------------------------
Money Special Stock International
Market Equity Index Equity
Fund Fund Fund Fund
----------- ------------ ------------ -------------
<S> <C> <C> <C> <C>
ADDITIONS:
Investment income-
Net gain on investments in collective trusts $ 249,053 $ 26,860 $ 1,861,990 $ 95,561
Interest income 12,836 14,268 28,523 8,018
------------ ------------ ------------ ------------
261,889 41,128 1,890,513 103,579
Contributions-
Participants' 611,048 856,627 1,623,522 395,123
Employers' 132,413 155,821 291,479 77,312
Rollovers 21,236 203,003 283,574 33,237
------------ ------------ ------------ ------------
764,697 1,215,451 2,198,575 505,672
Transfer of assets due to plan mergers (Note 5) -- -- -- --
------------ ------------ ------------ ------------
Total additions 1,026,586 1,256,579 4,089,088 609,251
DEDUCTIONS:
Benefits paid to or on behalf of participants 1,301,025 127,082 402,690 83,089
Administrative expenses 3,506 2,586 1,725 3,051
------------ ------------ ------------ ------------
Total deductions 1,304,531 129,668 404,415 86,140
------------ ------------ ------------ ------------
INTERFUND TRANSFERS 619,956 (95,106) 711,203 (225,385)
------------ ------------ ------------ ------------
NET INCREASE (DECREASE) 342,011 1,031,805 4,395,876 297,726
NET ASSETS AVAILABLE FOR PLAN BENEFITS, beginning of year 5,233,630 2,089,556 5,581,575 1,207,474
------------ ------------ ------------ ------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS, end of year $ 5,575,641 $ 3,121,361 $ 9,977,451 $ 1,505,200
============ ============ ============ ============
<CAPTION>
Participant-Directed
--------------------------------------------------------------
Intermediate
Short Intermediate Long Participant
Horizon SAF Horizon SAF Horizon SAF Loans
----------- ------------ ------------- ------------
<S> <C> <C> <C> <C>
ADDITIONS:
Investment income-
Net gain on investments in collective trusts $ 84,717 $ 407,514 $ 351,978 $ --
Interest income 4,667 8,550 12,151 --
------------ ------------ ------------ ------------
89,384 416,064 364,129 --
Contributions-
Participants' 267,396 681,826 914,575 --
Employers' 47,640 140,515 177,815 --
Rollovers 153,604 115,883 231,464 --
------------ ------------ ------------ ------------
468,640 938,224 1,323,854 --
Transfer of assets due to plan mergers (Note 5) -- -- -- --
------------ ------------ ------------ ------------
Total additions 558,024 1,354,288 1,687,983 --
DEDUCTIONS:
Benefits paid to or on behalf of participants 108,551 155,165 165,565 95,494
Administrative expenses 1,195 3,625 4,713 --
------------ ------------ ------------ ------------
Total deductions 109,746 158,790 170,278 95,494
------------ ------------ ------------ ------------
INTERFUND TRANSFERS 304,336 (172,665) (192,958) 584,544
------------ ------------ ------------ ------------
NET INCREASE (DECREASE) 752,614 1,022,833 1,324,747 489,050
NET ASSETS AVAILABLE FOR PLAN BENEFITS, beginning of year 1,059,100 3,130,478 2,025,511 969,383
------------ ------------ ------------ ------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS, end of year $ 1,811,714 $ 4,153,311 $ 3,350,258 $ 1,458,433
============ ============ ============ ============
<CAPTION>
Merger
Unallocated Assets Total
----------- ---------- ------------
<S> <C> <C> <C>
ADDITIONS:
Investment income-
Net gain on investments in collective trusts $ -- $ -- $ 3,077,673
Interest income 1,587 -- 90,600
------------ ------------ ------------
1,587 -- 3,168,273
Contributions-
Participants' -- -- 5,350,117
Employers' -- -- 1,022,995
Rollovers -- -- 1,042,001
------------ ------------ ------------
-- -- 7,415,113
Transfer of assets due to plan mergers (Note 5) -- 92,769,185 92,769,185
------------ ------------ ------------
Total additions 1,587 92,769,185 103,352,571
DEDUCTIONS:
Benefits paid to or on behalf of participants -- -- 2,438,661
Administrative expenses -- -- 20,401
------------ ------------ ------------
Total deductions -- -- 2,459,062
------------ ------------ ------------
INTERFUND TRANSFERS (604,553) (929,372) --
------------ ------------ ------------
NET INCREASE (DECREASE) (602,966) 91,839,813 100,893,509
NET ASSETS AVAILABLE FOR PLAN BENEFITS, beginning of year 638,568 -- 21,935,275
------------ ------------ ------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS, end of year $ 35,602 $ 91,839,813 $122,828,784
============ ============ ============
</TABLE>
This exhibit is an integral part of the accompanying financial statements.
-12-
<PAGE> 14
SCHEDULE I
WEATHERFORD INTERNATIONAL, INC. 401(k) SAVINGS PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1998
<TABLE>
<CAPTION>
Principal
Amount or
Number
of Units/
Identity of Issue Description of Investment Shares
- --------------------------------------- ------------------------------------------------------ ------------
<S> <C> <C>
COLLECTIVE TRUSTS:
Diversified Investment Advisors Collective Trust-
Massachusetts Fidelity Trust Company* Money Market Fund 438,315
Massachusetts Fidelity Trust Company* Special Equity Fund 132,281
Massachusetts Fidelity Trust Company* Stock Index Fund 338,494
Massachusetts Fidelity Trust Company* International Equity Fund 90,871
Massachusetts Fidelity Trust Company* Short Horizon Strategic Allocation Fund 132,300
Massachusetts Fidelity Trust Company* Intermediate Horizon Strategic Allocation Fund 245,855
Massachusetts Fidelity Trust Company* Intermediate Long Horizon Strategic Allocation Fund 166,327
The Merrill Lynch Trust Companies Merrill Lynch Equity Index Trust 131,182
The Merrill Lynch Trust Companies Merrill Lynch Retirement Preservation Trust 19,886,319
Total collective trusts
MUTUAL FUNDS:
Davis Venture Group Davis New York Venture Fund, Inc. 729,656
The Merrill Lynch Trust Companies Merrill Lynch Basic Value Fund Class B 430
The Merrill Lynch Trust Companies Merrill Lynch Capital Fund Class A 423,855
The Merrill Lynch Trust Companies Merrill Lynch Capital Fund Class B 241
The Merrill Lynch Trust Companies Merrill Lynch Corporate Bond Fund Class A 254,527
The Merrill Lynch Trust Companies Merrill Lynch Corporate Bond Fund Class B 400
The Merrill Lynch Trust Companies Merrill Lynch Global Allocation Fund Class A 345,838
The Merrill Lynch Trust Companies Merrill Lynch Global Allocation Fund Class B 3,129
The Merrill Lynch Trust Companies Merrill Lynch Growth Fund Class B 4,482
The Merrill Lynch Trust Companies Merrill Lynch Retirement Reserves Money Fund Class B 3,800
The Merrill Lynch Trust Companies Merrill Lynch USA Government Reserve Fund 289,028
Kemper Service Company Growth Fund 41,921
Kemper Service Company High Yield Fund 4,916
Kemper Service Company International Fund 12,290
Kemper Service Company Money Market Fund 4,414
Kemper Service Company Small Cap Equity Fund 16,866
Kemper Service Company Total Return Fund 18,223
Kemper Service Company U.S. Government Fund 4,096
Total mutual funds
<CAPTION>
Historical Current
Identity of Issue Description of Investment Cost Value
- --------------------------------------- ------------------------------------------------------ ------------ --------------
<S> <C> <C> <C>
COLLECTIVE TRUSTS:
Diversified Investment Advisors Collective Trust-
Massachusetts Fidelity Trust Company* Money Market Fund $ 5,301,118 $ 5,516,112
Massachusetts Fidelity Trust Company* Special Equity Fund 2,943,651 3,053,003
Massachusetts Fidelity Trust Company* Stock Index Fund 7,852,220 9,841,625
Massachusetts Fidelity Trust Company* International Equity Fund 1,403,568 1,474,041
Massachusetts Fidelity Trust Company* Short Horizon Strategic Allocation Fund 1,704,166 1,788,992
Massachusetts Fidelity Trust Company* Intermediate Horizon Strategic Allocation Fund 3,669,373 4,093,929
Massachusetts Fidelity Trust Company* Intermediate Long Horizon Strategic Allocation Fund 2,933,623 3,271,888
The Merrill Lynch Trust Companies Merrill Lynch Equity Index Trust 6,990,240 11,009,127
The Merrill Lynch Trust Companies Merrill Lynch Retirement Preservation Trust 19,886,319 19,886,319
----------- -----------
Total collective trusts 52,684,278 59,935,036
----------- -----------
MUTUAL FUNDS:
Davis Venture Group Davis New York Venture Fund, Inc. 14,198,393 18,248,691
The Merrill Lynch Trust Companies Merrill Lynch Basic Value Fund Class B 16,354 16,109
The Merrill Lynch Trust Companies Merrill Lynch Capital Fund Class A 13,628,834 14,584,851
The Merrill Lynch Trust Companies Merrill Lynch Capital Fund Class B 8,376 8,121
The Merrill Lynch Trust Companies Merrill Lynch Corporate Bond Fund Class A 2,891,076 2,967,782
The Merrill Lynch Trust Companies Merrill Lynch Corporate Bond Fund Class B 4,581 4,668
The Merrill Lynch Trust Companies Merrill Lynch Global Allocation Fund Class A 4,973,710 4,361,017
The Merrill Lynch Trust Companies Merrill Lynch Global Allocation Fund Class B 47,102 38,862
The Merrill Lynch Trust Companies Merrill Lynch Growth Fund Class B 121,503 88,961
The Merrill Lynch Trust Companies Merrill Lynch Retirement Reserves Money Fund Class B 3,800 3,800
The Merrill Lynch Trust Companies Merrill Lynch USA Government Reserve Fund 289,028 289,028
Kemper Service Company Growth Fund 543,510 624,207
Kemper Service Company High Yield Fund 31,421 38,195
Kemper Service Company International Fund 147,700 139,365
Kemper Service Company Money Market Fund 4,414 4,414
Kemper Service Company Small Cap Equity Fund 111,657 102,039
Kemper Service Company Total Return Fund 180,398 194,986
Kemper Service Company U.S. Government Fund 35,924 36,000
----------- -----------
Total mutual funds 37,237,781 41,751,096
----------- -----------
</TABLE>
-13-
<PAGE> 15
SCHEDULE I
Continued
WEATHERFORD INTERNATIONAL, INC. 401(k) SAVINGS PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1998
<TABLE>
<CAPTION>
Principal
Amount or
Number
of Units/
Identity of Issue Description of Investment Shares
- ------------------------------------- ------------------------------------------------- ---------
<S> <C> <C>
COMMON STOCK:
Weatherford International, Inc.* Common stock of Weatherford International, Inc. 638,563
Total common stock
POOLED SEPARATE ACCOUNTS:
Nationwide Life Insurance Company Benham Short Term Government 3,840
Nationwide Life Insurance Company Dreyfus A Bonds Plus 5,118
Nationwide Life Insurance Company Fidelity Asset Manager 47,554
Nationwide Life Insurance Company Fidelity Magellan 101,081
Nationwide Life Insurance Company Oppenheimer Global 44,144
General American Life Insurance Company Advisor Balanced 274
General American Life Insurance Company Advisor Growth Opportunity 5,338
General American Life Insurance Company Bond Index 1,607
General American Life Insurance Company Fidelity Contra Fund 766
General American Life Insurance Company General Account 16,893
General American Life Insurance Company General Account Rider 1,670
General American Life Insurance Company International Index 28
General American Life Insurance Company Janus Fund 47
General American Life Insurance Company Janus Worldwide 926
General American Life Insurance Company Managed Equity 301
General American Life Insurance Company Money Market 1,711
General American Life Insurance Company PBHG Growth 785
General American Life Insurance Company S&P 500 Index 7,812
General American Life Insurance Company Short Term Government Bond 1,091
General American Life Insurance Company Small Capital Stock Fund 457
General American Life Insurance Company Templeton Foreign 14
General American Life Insurance Company VIP Equity-Income 4,695
General American Life Insurance Company VIP Growth Portfolio 2,275
General American Life Insurance Company VIP High-Income 44
General American Life Insurance Company VIP Overseas 1,674
Total pooled separate accounts
Investor Bank & Trust Company Cash Reserve, interest-bearing $ 35,602
The Plan* Participant loans, interest rates ranging from
6.00% to 10.75% per annum $ 6,650,420
Total assets held for investment purposes
<CAPTION>
Historical Current
Identity of Issue Description of Investment Cost Value
- ------------------------------------- ------------------------------------------------- ------------ --------------
<S> <C> <C> <C>
COMMON STOCK:
Weatherford International, Inc.* Common stock of Weatherford International, Inc. $ 17,147,073 $ 12,372,165
------------ -------------
Total common stock 17,147,073 12,372,165
------------- -------------
POOLED SEPARATE ACCOUNTS:
Nationwide Life Insurance Company Benham Short Term Government (a) 4,295
Nationwide Life Insurance Company Dreyfus A Bonds Plus (a) 5,731
Nationwide Life Insurance Company Fidelity Asset Manager (a) 68,786
Nationwide Life Insurance Company Fidelity Magellan (a) 175,200
Nationwide Life Insurance Company Oppenheimer Global (a) 61,365
General American Life Insurance Company Advisor Balanced (a) 4,488
General American Life Insurance Company Advisor Growth Opportunity (a) 122,462
General American Life Insurance Company Bond Index (a) 21,515
General American Life Insurance Company Fidelity Contra Fund (a) 14,061
General American Life Insurance Company General Account (a) 90,377
General American Life Insurance Company General Account Rider (a) 9,771
General American Life Insurance Company International Index (a) 364
General American Life Insurance Company Janus Fund (a) 862
General American Life Insurance Company Janus Worldwide (a) 15,870
General American Life Insurance Company Managed Equity (a) 6,110
General American Life Insurance Company Money Market (a) 20,067
General American Life Insurance Company PBHG Growth (a) 7,937
General American Life Insurance Company S&P 500 Index (a) 201,326
General American Life Insurance Company Short Term Government Bond (a) 13,609
General American Life Insurance Company Small Capital Stock Fund (a) 7,758
General American Life Insurance Company Templeton Foreign (a) 154
General American Life Insurance Company VIP Equity-Income (a) 84,228
General American Life Insurance Company VIP Growth Portfolio (a) 53,941
General American Life Insurance Company VIP High-Income (a) 577
General American Life Insurance Company VIP Overseas (a) 24,361
------------- -------------
Total pooled separate accounts (a) 1,015,215
------------ -------------
Investor Bank & Trust Company Cash Reserve, interest-bearing 35,602 35,602
The Plan* Participant loans, interest rates ranging from
6.00% to 10.75% per annum 6,650,420 6,650,420
-------------
Total assets held for
investment purposes $ 121,759,534
=============
</TABLE>
(a) The asset custodians were unable to provide historical cost information
for these securities.
*Party in interest
-14-
<PAGE> 16
SCHEDULE II
WEATHERFORD INTERNATIONAL, INC. 401(k) SAVINGS PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
Purchase Selling
Identity of Party Involved Description of Asset Price(a) Price(b)
- ------------------------------------ ------------------------------------------------- ------------ ------------
<S> <C> <C> <C>
Diversified Investment Advisors Collective
Trust Funds-
Diversified Investment Advisors Money Market Fund-
Purchases $ 3,235,149 $ --
Sales -- 3,201,720
Diversified Investment Advisors Special Equity Fund-
Purchases 1,776,818 --
Sales -- 840,231
Diversified Investment Advisors Stock Index Fund-
Purchases 3,759,191 --
Sales -- 1,361,131
Diversified Investment Advisors International Equity Fund-
Purchases 688,814 --
Sales -- 517,808
Diversified Investment Advisors Short Horizon Strategic Allocation Fund-
Purchases 994,756 --
Sales -- 349,581
Diversified Investment Advisors Intermediate Horizon Strategic Allocation Fund-
Purchases 1,351,889 --
Sales -- 795,952
Diversified Investment Advisors Intermediate Long Horizon Strategic
Allocation Fund-
Purchases 1,870,496 --
Sales -- 976,097
<CAPTION>
Current Value
Cost of of Asset on
Identity of Party Involved Description of Asset Asset Transaction Date
- ------------------------------------ ------------------------------------------------- ------------ ----------------
<S> <C> <C> <C>
Diversified Investment Advisors Collective
Trust Funds-
Diversified Investment Advisors Money Market Fund-
Purchases $ 3,235,149 $ 3,235,149
Sales 3,120,070 3,201,720
Diversified Investment Advisors Special Equity Fund-
Purchases 1,776,818 1,776,818
Sales 881,365 840,231
Diversified Investment Advisors Stock Index Fund-
Purchases 3,759,191 3,759,191
Sales 1,208,854 1,361,131
Diversified Investment Advisors International Equity Fund-
Purchases 688,814 688,814
Sales 517,399 517,808
Diversified Investment Advisors Short Horizon Strategic Allocation Fund-
Purchases 994,756 994,756
Sales 301,337 349,581
Diversified Investment Advisors Intermediate Horizon Strategic Allocation Fund-
Purchases 1,351,889 1,351,889
Sales 760,062 795,952
Diversified Investment Advisors Intermediate Long Horizon Strategic
Allocation Fund-
Purchases 1,870,496 1,870,496
Sales 923,036 976,097
<CAPTION>
Net
Gain
Identity of Party Involved Description of Asset (Loss)
- ------------------------------------ ------------------------------------------------- --------
<S> <C> <C>
Diversified Investment Advisors Collective
Trust Funds-
Diversified Investment Advisors Money Market Fund-
Purchases $ --
Sales 81,650
Diversified Investment Advisors Special Equity Fund-
Purchases --
Sales (41,134)
Diversified Investment Advisors Stock Index Fund-
Purchases --
Sales 152,277
Diversified Investment Advisors International Equity Fund-
Purchases --
Sales 409
Diversified Investment Advisors Short Horizon Strategic Allocation Fund-
Purchases --
Sales 48,244
Diversified Investment Advisors Intermediate Horizon Strategic Allocation Fund-
Purchases --
Sales 35,890
Diversified Investment Advisors Intermediate Long Horizon Strategic
Allocation Fund-
Purchases --
Sales 53,061
</TABLE>
(a)Purchase price includes expenses incurred with transactions.
(b)Selling price is net of transaction expenses.
This schedule includes each series of transactions involving the same
investment activity which, in the aggregate, amounts to more than 5
percent of the current value of the initial contribution
into the Plan.
-15-
<PAGE> 17
SCHEDULE III
WEATHERFORD INTERNATIONAL, INC. 401(k) SAVINGS PLAN
ITEM 27e - SCHEDULE OF NONEXEMPT TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
Relationship to Plan
Identity of Party Involved Employer or Other Party in Interest
- ---------------------------------- --------------------------------------------
<S> <C>
Weatherford International, Inc. Employer
<CAPTION>
Interest
Description of Transactions Including Maturity Date Amount Incurred
Identity of Party Involved Rate of Interest, Collateral and Par or Maturity Value Loaned On Loan
- ---------------------------------- -------------------------------------------------------------------- ---------- --------
<S> <C> <C> <C>
Weatherford International, Inc. Lending of monies from the Weatherford International, Inc.
401(k) Savings Plan to the Employer - October and November
1998 employee contributions of Artificial Lift Systems, Arrow
Completion Systems, Watson Packers and Houston Well-Screen
companies not remitted until April 19, 1999. Interest of
20.20% per annum. $ 109,480 $ 22,112
</TABLE>
NOTE: The employee contributions were paid to the Plan on April 19,
1999, and the related earnings were paid to the Plan on May 12, 1999.
-16-
<PAGE> 18
SIGNATURE
THE PLAN. Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the employee benefit plan) have
duly caused this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
WEATHERFORD INTERNATIONAL, INC. 401(K) PLAN
June 29, 1999 /s/ JON R. NICHOLSON
- ------------------------ ----------------------------------------
Date Jon R. Nicholson
Vice President - Human Resources
for Weatherford International, Inc.
and Administrative Committee Member
<PAGE> 19
INDEX TO EXHIBIT
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------ -----------
<S> <C>
10.1 Weatherford International, Inc. 401(k) Savings Plan (incorporated by reference to Exhibit 10.25 to the
Company's Annual Report on Form 10-K (File 1-13086) filed March 31, 1999)
23.1 Consent of Independent Public Accountants
</TABLE>
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference of our report dated June 23, 1999, on the financial statements and
supplemental schedules of the Weatherford International, Inc. 401(k) Savings
Plan as of December 31, 1998 and 1997, and for the year ended December 31, 1998,
included in this Annual Report on Form 11-K, into the previously filed Form S-8
Registration Statement File No. 333-53633.
ARTHUR ANDERSEN LLP
Houston, Texas
June 29, 1999
