WEATHERFORD INTERNATIONAL INC /NEW/, S-4/A, 1999-01-07

WEATHERFORD INTERNATIONAL INC /NEW/
S-4/A, 1999-01-07
OIL & GAS FIELD MACHINERY & EQUIPMENT

Previous: EMONS TRANSPORTATION GROUP INC, 8-K, 1999-01-07

Next: F&M NATIONAL CORP, S-4, 1999-01-07

<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 7, 1999

REGISTRATION NO. 333-65663
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

AMENDMENT NO. 3

TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

WEATHERFORD INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)

<TABLE>
<S> <C> <C>
DELAWARE 3498 04-2515019
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
</TABLE>

<TABLE>
<S> <C>
BERNARD J. DUROC-DANNER
WEATHERFORD INTERNATIONAL, INC.
5 POST OAK PARK, SUITE 1760 5 POST OAK PARK, SUITE 1760
HOUSTON, TEXAS 77027-3415 HOUSTON, TEXAS 77027-3415
(713) 297-8400 (713) 297-8400
(Address, including zip code, and telephone number, (Name, address, including zip code, and telephone
including number,
area code, of registrant's principal executive including area code, of agent for service)
offices)
</TABLE>

Copies to:

CURTIS W. HUFF
WEATHERFORD INTERNATIONAL, INC.
5 POST OAK PARK, SUITE 1760
HOUSTON, TEXAS 77027-3415
(713) 297-8400

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: Upon
consummation of the merger described herein.

If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
------------------------

Pursuant to Rule 429 under the Securities Act of 1933, as amended, the
joint proxy statement/prospectus contained in this Registration Statement
relates to a previously filed Registration Statement on Form S-4, as amended
(Registration No. 333-58741).
------------------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2

WEATHERFORD INTERNATIONAL, INC.
5 POST OAK PARK, SUITE 1760
HOUSTON, TEXAS 77027

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD FEBRUARY 8, 1999

NOTICE IS HEREBY GIVEN that Weatherford International, Inc. will hold a
Special Meeting of Stockholders at The Luxury Collection Hotel of Houston, 1919
Briar Oaks, Houston, Texas, on February 8, 1999, at 9:00 a.m., Houston time, for
the following purposes:

1. To consider and vote on a proposal to acquire Christiana Companies,
Inc. pursuant to an Amended and Restated Agreement and Plan of Merger dated
as of October 14, 1998, as amended, among Weatherford, Christiana, C2, Inc.
and Christiana Acquisition, Inc., for shares of Weatherford common stock
and cash as more specifically described in the attached joint proxy
statement/prospectus. After the merger, Christiana will be a wholly owned
subsidiary of Weatherford.

2. To approve a postponement or adjournment of the special meeting to
solicit additional votes if there are not sufficient votes to approve
proposal number 1.

3. To transact such other business as may properly come before the
special meeting or any adjournment or postponement thereof.

The Board of Directors fixed the close of business on December 10, 1998, as
the record date for the determination of stockholders entitled to receive notice
of and to vote at the special meeting or any adjournment or postponement
thereof. Only stockholders of record at the close of business on the record date
are entitled to notice of and to vote at the special meeting. A complete list of
these stockholders will be available for examination at the special meeting and
at Weatherford's offices at 5 Post Oak Park, Suite 1760, Houston, Texas, during
ordinary business hours, after January 7, 1999, for the examination of any
stockholder for any purpose germane to the special meeting.

By order of the Board of Directors,

/s/ CURTIS W. HUFF
CURTIS W. HUFF,
Corporate Secretary

January 7, 1999

------------------------

IMPORTANT

YOU ARE CORDIALLY INVITED TO ATTEND THE SPECIAL MEETING IN PERSON. EVEN IF
YOU PLAN TO BE PRESENT, YOU ARE URGED TO MARK, DATE, SIGN AND RETURN THE
ENCLOSED PROXY AT YOUR EARLIEST CONVENIENCE IN THE ENVELOPE PROVIDED, WHICH
REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. IF YOU ATTEND THE SPECIAL
MEETING, YOU MAY VOTE EITHER IN PERSON OR BY YOUR PROXY.
<PAGE> 3

CHRISTIANA COMPANIES, INC.
- --------------------------------------------------------------------------------

700 N. WATER ST., SUITE 1200
MILWAUKEE, WISCONSIN 53202
TELEPHONE 414/291-9000
FACSIMILE 414/291-9061

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD FEBRUARY 8, 1999

NOTICE IS HEREBY GIVEN that Christiana Companies, Inc. will hold a Special
Meeting of Shareholders on February 8, 1999, at 9:00 a.m., Milwaukee time, at
the Galleria Conference Room, Firstar Center, 777 East Wisconsin Avenue,
Milwaukee, Wisconsin for the following purposes:

(1) To consider and vote upon a proposal to approve the Amended and
Restated Agreement and Plan of Merger dated as of October 14, 1998, as
amended, by and among Christiana, Weatherford International, Inc.,
Christiana Acquisition, Inc. and C2, Inc., the terms and conditions of
which include an agreement by and among Christiana, C2, Total Logistic
Control, LLC and Weatherford, pursuant to which Christiana will sell
two-thirds of its interest in Total Logistic Control for $10.67 million.
The transactions contemplated by the merger agreement are more fully
described in the attached joint proxy statement/prospectus.

(2) To approve an adjournment of the special meeting to solicit
additional proxies in the event that there are not sufficient votes to
approve the foregoing proposal.

(3) To consider and act upon such other business as may properly come
before the meeting or any adjournment thereof.

The close of business on December 10, 1998 has been fixed as a record date
for the determination of shareholders entitled to notice of, and to vote at, the
special meeting and any adjournment or postponement thereof.

Under Wisconsin law, approval and adoption of the transactions contemplated
by the merger agreement requires the approval of two-thirds of the votes
entitled to be cast at the special meeting excluding the 2,718,000 shares that
may be deemed under Wisconsin law to be beneficially owned by Sheldon B. Lubar,
which represent 52.8% of the issued and outstanding shares of Christiana common
stock.

If the transactions contemplated by the merger agreement are consummated,
holders of Christiana common stock who have complied with the requirements of
the Wisconsin Business Corporation Law will have certain dissenters' rights
under Wisconsin law. Such rights are described in more detail in the
accompanying joint proxy statement/prospectus. A copy of the dissenters' rights
provisions of the Wisconsin Business Corporation Law is attached to the joint
proxy statement/prospectus as Appendix H. Christiana will provide a copy of
Appendix H to any shareholder upon request.

By Order of the Board of Directors,

/s/ DAVID E. BECKWITH

David E. Beckwith
Secretary

January 7, 1999

Your vote is important no matter how large or small your holdings may be.
To assure your representation at the meeting, please date the enclosed Proxy and
Election Form which is solicited by the Board of Directors of Christiana, sign
exactly as your name appears thereon and return immediately.
<PAGE> 4

WEATHERFORD INTERNATIONAL, INC. CHRISTIANA COMPANIES, INC.

---------------------

JOINT PROXY STATEMENT/PROSPECTUS

SPECIAL MEETINGS OF STOCKHOLDERS TO BE HELD FEBRUARY 8, 1999

---------------------

WEATHERFORD INTERNATIONAL, INC.
(COMMON STOCK, $1.00 PAR VALUE PER SHARE)

Weatherford International, Inc. and Christiana Companies, Inc. are
providing this joint proxy statement/prospectus to their stockholders in
connection with a solicitation of proxies by the Boards of Directors of
Weatherford and Christiana for approval of a proposed acquisition of Christiana
by Weatherford.

Under the terms of the merger, Weatherford will issue to the Christiana
shareholders a combination of shares of Weatherford common stock and cash in
exchange for each share of Christiana common stock calculated as follows:

<TABLE>
<CAPTION>
CONSIDERATION FORMULA CURRENT ESTIMATE
------------- ------- ----------------
<S> <C> <C>
Weatherford Common Stock............. The number of shares of Weatherford .85191 of a share of Weatherford
common stock held by Christiana at the common stock, assuming Christiana
time of the merger divided by the makes no additional purchases of
number of shares of Christiana common Weatherford common stock
stock outstanding immediately prior to
the merger
Cash Consideration................... The amount of cash held by Christiana $3.50 to $4.00, assuming Christiana
in excess of its accrued unpaid taxes, makes no additional purchases of
without giving effect to the value of Weatherford common stock
certain tax deductions to be retained
by Christiana, and its fixed
liabilities at the time of the merger
divided by the number of shares of
Christiana common stock outstanding
immediately prior to the merger
</TABLE>

The consideration payable in the merger by Weatherford will in essence
come from Christiana's existing assets because the Weatherford share
consideration and the cash consideration will be based on and will not exceed
the Weatherford common stock and cash held by Christiana. As a result,
Weatherford will not be required to pay any consideration for the assets being
acquired by it through the merger other than its agreement to engage in the
merger and bear certain costs of the transaction.

PLEASE NOTE THAT THE ENCLOSED MATERIALS RELATE TO A PLAN OF MERGER THAT IS
DIFFERENT FROM THE PLAN THAT WAS APPROVED BY THE STOCKHOLDERS OF CHRISTIANA AND
WEATHERFORD ON AUGUST 17, 1998. THE PRIOR PLAN OF MERGER WAS NEVER COMPLETED
BECAUSE IT COULD NOT BE CLOSED ON A PARTIALLY TAX FREE BASIS. THE NEW PLAN OF
MERGER IS DESIGNED TO ALLOW FOR THE MERGER TO CLOSE ON A PARTIALLY TAX FREE
BASIS. YOU SHOULD READ THESE MATERIALS CAREFULLY TO UNDERSTAND THE REVISED TERMS
OF THE MERGER.

Weatherford common stock trades on the New York Stock Exchange, Inc. under
the symbol "WFT" and Christiana common stock trades on the New York Stock
Exchange, Inc. under the symbol "CST". On January 6, 1999, the closing sale
price of the Weatherford common stock was $22 3/8 and the closing sale price of
the Christiana common stock was $20 5/8, as reported by the New York Stock
Exchange.

This joint proxy statement/prospectus and the related materials are first
being mailed to the stockholders of Weatherford and Christiana on or about
January 8, 1999.

---------------------

AN INVESTMENT IN WEATHERFORD COMMON STOCK AFTER THE MERGER INVOLVES CERTAIN
RISKS.

SEE "RISK FACTORS" ON PAGE 17.

---------------------

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THIS TRANSACTION OR THE SHARES OF
WEATHERFORD COMMON STOCK TO BE ISSUED IN CONNECTION WITH THIS TRANSACTION OR
PASSED UPON THE ADEQUACY OR ACCURACY OF THIS JOINT PROXY STATEMENT/PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

JANUARY 7, 1999

<PAGE> 5

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
OBTAINING INFORMATION............................ 3
SUMMARY.......................................... 4
The Companies.................................. 4
Special Meetings and Record Dates.............. 4
Required Vote.................................. 4
Proposed Transactions.......................... 5
What Christiana Shareholders Will Receive...... 5
What Weatherford Stockholders Will Receive..... 6
What Christiana Shareholders Will Receive in
the Merger For the Assets of Christiana...... 6
Related Party Transactions..................... 7
Organization of Weatherford, Christiana and TLC
Before and After the Transaction............. 8
Recommendation to Christiana Shareholders...... 9
Recommendation to Weatherford Stockholders..... 9
Opinion of Weatherford's Financial Advisor..... 9
Opinion of Christiana's Financial Advisor...... 9
Interests of Christiana Officers and Directors
in the Merger................................ 10
Conditions to the Merger and Related
Transactions................................. 10
Termination of the Merger Agreement............ 10
Certain Federal Income Tax Consequences........ 10
Appraisal Rights............................... 11
Comparative Rights............................. 11
Christiana Market Price Information............ 11
Weatherford Market Price Information........... 11
Listing of Weatherford Common Stock............ 11
Weatherford Unaudited Pro Forma Condensed
Consolidated Financial Data.................. 12
Weatherford Summary Historical Financial
Data......................................... 13
Christiana Summary Historical Financial Data... 14
Comparative Per Share Information.............. 16
RISK FACTORS..................................... 17
Unexpected Federal Income Tax Treatment of the
Merger May Cause Christiana Shareholders to
Incur Additional Taxes....................... 17
Low or Continued Low Prices of Oil and Natural
Gas May Adversely Affect Demand for
Weatherford Products......................... 17
Disruptions in Foreign Operations Could
Adversely Affect Weatherford's Income........ 17
Weatherford's Products and Services Are Subject
to Operational Hazards....................... 18
Weatherford's Common Stock Has Fluctuated
Historically................................. 18
WHERE YOU CAN FIND MORE INFORMATION.............. 19
FORWARD-LOOKING STATEMENTS....................... 20
QUESTIONS AND ANSWERS ABOUT THE MERGER........... 23
GENERAL INFORMATION ABOUT THE MEETINGS........... 25
Date, Time and Place of Special Meetings....... 25
Record Date and Outstanding Shares............. 25
Purposes of the Special Meetings............... 25
Weatherford.................................. 25
Christiana................................... 25
Vote Required.................................. 25
Weatherford.................................. 25
Christiana................................... 25
Voting and Revocation of Proxies............... 26
Solicitation of Proxies........................ 26
Dissenters' Rights............................. 26
Other Matters.................................. 26
BACKGROUND OF THE TRANSACTION.................... 27
WEATHERFORD'S REASONS FOR THE TRANSACTION........ 40
CHRISTIANA'S REASONS FOR THE TRANSACTION......... 41
OPINIONS OF FINANCIAL ADVISORS................... 47
Morgan Stanley Opinion......................... 47
Prudential Securities Opinion.................. 50
American Appraisal Opinion..................... 56
RELATED PARTY TRANSACTIONS....................... 57
The TLC Sale and Operating Agreement........... 57
Terms of the TLC Sale.......................... 57
General...................................... 57
Indemnification.............................. 58
Terms of the Operating Agreement............... 59
General...................................... 59
</TABLE>

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Allocations.................................. 59
Distributions................................ 59
Management................................... 59
Assignment, Transfer and Repurchase of a
Member's Units............................. 60
Dissolution and Winding Up................... 60
THE MERGER....................................... 61
Terms of the Merger............................ 61
General Description of the Merger............ 61
Closing of the Merger........................ 62
Manner and Basis of Converting Shares........ 62
Conditions to the Merger..................... 63
Representations and Warranties of the Parties
to the Merger Agreement.................... 65
Conduct of Business of Christiana and
Weatherford Prior to the Merger............ 65
Expenses..................................... 67
Management Following the Merger.............. 67
Termination or Amendment of the Merger
Agreement.................................. 67
Governmental and Regulatory Approvals.......... 68
Accounting Treatment........................... 69
NYSE Listing of Weatherford Common Stock....... 69
Comparative Rights............................. 69
Federal Securities Law Consequences............ 69
Dissenters' Rights............................. 69
MATERIAL FEDERAL INCOME TAX CONSIDERATIONS....... 71
Federal Income Tax Consequences of the
Merger....................................... 72
Backup Withholding............................. 72
INTERESTS OF CERTAIN PERSONS IN THE
TRANSACTION.................................... 72
Christiana Ownership........................... 72
Indemnity...................................... 74
WEATHERFORD SELECTED CONDENSED CONSOLIDATED
FINANCIAL DATA................................. 75
CHRISTIANA SELECTED CONSOLIDATED FINANCIAL
DATA........................................... 76
PRO FORMA CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS..................................... 77
NOTES TO PRO FORMA CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS........................... 81
General........................................ 81
Pro Forma Adjustments.......................... 81
DESCRIPTION OF WEATHERFORD....................... 83
Management Stockholdings....................... 84
DESCRIPTION OF CHRISTIANA........................ 86
Business....................................... 86
General...................................... 86
TLC.......................................... 86
Revenues..................................... 86
Customers.................................... 86
Competition.................................. 86
Organization................................. 87
Intellectual Property........................ 87
Weatherford.................................. 87
Properties..................................... 88
Description of Properties...................... 88
Illinois Properties.......................... 88
Indiana Properties........................... 89
Michigan Properties.......................... 89
New Jersey Property.......................... 90
Wisconsin Properties......................... 90
Legal Proceedings.............................. 90
Management's Discussion and Analysis of
Financial Condition and Results of
Operations................................... 90
Three Months Ended September 30, 1998
Compared to Three Months Ended September
30, 1997................................... 90
Net Earnings for Past Three Fiscal Years..... 91
Fiscal 1998 Compared to Fiscal 1997.......... 91
Fiscal 1997 Compared to Fiscal 1996.......... 92
Financial Condition, Liquidity and Capital
Resources.................................. 92
Year 2000 Disclosure......................... 93
Directors and Executive Officers............... 94
Executive Compensation......................... 95
Certain Relationships and Related
Transactions................................. 96
</TABLE>

2
<PAGE> 6

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
DESCRIPTION OF C2................................ 97
General........................................ 97
Management..................................... 97
Description of TLC Credit Agreement............ 98
DESCRIPTION OF WEATHERFORD AND CHRISTIANA CAPITAL
STOCK.......................................... 101
Weatherford.................................... 101
Christiana..................................... 102
COMPARATIVE RIGHTS OF STOCKHOLDERS OF WEATHERFORD
AND CHRISTIANA................................. 104
Special Vote Required for Certain
Combinations................................. 104
Vote Required for Corporate Transactions and
Other Matters................................ 104
Disposition of Assets.......................... 105
Power to Amend By-laws......................... 105
Quorum Requirements for Directors' Meetings.... 106
Removal of Directors........................... 106
Director Elections, Qualifications and
Number....................................... 106
PRICE RANGE OF COMMON STOCK AND DIVIDEND
POLICY......................................... 107
STOCK OWNERSHIP AND CERTAIN BENEFICIAL OWNERS.... 108
Weatherford.................................... 108
Christiana..................................... 109
LEGAL MATTERS.................................... 110
</TABLE>

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
RELATIONSHIPS WITH INDEPENDENT PUBLIC
ACCOUNTANTS.................................... 110
EXPERTS.......................................... 110
STOCKHOLDERS' PROPOSALS.......................... 111
CERTAIN DEFINED TERMS USED IN THIS JOINT PROXY
STATEMENT/PROSPECTUS........................... 112
INDEX TO CHRISTIANA FINANCIAL STATEMENTS......... F-1
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS......... F-2
CHRISTIANA CONSOLIDATED FINANCIAL STATEMENTS..... F-3
APPENDIX A: AMENDED AND RESTATED AGREEMENT AND
PLAN OF MERGER
APPENDIX B: LOGISTIC SALE AGREEMENT
APPENDIX C: FIRST AMENDED AND RESTATED OPERATING
AGREEMENT
APPENDIX D: MORGAN STANLEY OPINION
APPENDIX E: PRUDENTIAL SECURITIES OPINION
APPENDIX G: AMERICAN APPRAISAL OPINION
APPENDIX H: DISSENTERS' RIGHTS PROVISIONS OF THE
WISCONSIN BUSINESS CORPORATION LAW
</TABLE>

OBTAINING INFORMATION

Weatherford filed with the Securities and Exchange Commission a
registration statement on Form S-4 to register the Weatherford common stock to
be issued in the merger. As allowed by Commission rules, this joint proxy
statement/prospectus does not contain all the information you can find in the
registration statement or the exhibits thereto. This joint proxy
statement/prospectus is a part of the registration statement and is a prospectus
of Weatherford in addition to being a joint proxy statement of Weatherford and
Christiana for the special meetings.

Upon your written or oral request, we will provide you without charge a
copy of this joint proxy statement/prospectus and a copy of any or all of the
documents incorporated by reference herein, other than the exhibits to those
documents, unless the exhibits are specifically incorporated by reference into
the information that this joint proxy statement/prospectus incorporates. Your
written or oral requests for copies of this joint proxy statement/prospectus and
documents Weatherford has incorporated by reference should be directed to
Weatherford at 5 Post Oak Park, Suite 1760, Houston, Texas 77027-3415,
Attention: Secretary (telephone number: (713) 297-8400). Your written or oral
requests for copies of this joint proxy statement/prospectus and documents
Christiana has incorporated by reference should be directed to Christiana at 700
North Water Street, Suite 1200, Milwaukee, Wisconsin 53202, Attention: Secretary
(telephone number: (414) 291-9000). TO OBTAIN TIMELY DELIVERY, YOU MUST MAKE A
WRITTEN OR ORAL REQUEST FOR A COPY OF SUCH INFORMATION BY FEBRUARY 1, 1999.

WE HAVE NOT AUTHORIZED ANY PERSON TO MAKE STATEMENTS REGARDING THE MATTERS
CONTAINED IN THIS JOINT PROXY STATEMENT/PROSPECTUS OTHER THAN THOSE CONTAINED
HEREIN OR IN THE DOCUMENTS INCORPORATED BY REFERENCE HEREIN. YOU SHOULD NOT RELY
ON ANY UNAUTHORIZED STATEMENTS. THIS JOINT PROXY STATEMENT/PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY SECURITIES, NOR
DOES IT CONSTITUTE THE SOLICITATION OF A PROXY, IN ANY JURISDICTION TO OR FROM
ANY PERSON TO OR FROM WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN
SUCH JURISDICTION.

3
<PAGE> 7

SUMMARY

This summary highlights selected information from this joint proxy
statement/prospectus and may not contain all of the information that is
important to you. To understand the merger and related transactions more fully,
you should carefully read this entire document and the documents we refer to.

THE COMPANIES

Weatherford. Weatherford is a diversified international energy service and
manufacturing company that provides a variety of services and equipment for the
exploration, production and transmission of oil and gas. Weatherford's principal
products and services consist of the following:

- Drilling products.

- Products used for completing and servicing oil and gas wells.

- Rental tools used in the drilling and production of oil and gas wells.

- Products and services used to enhance the production of oil and gas.

- The manufacture, sale and rental of natural gas compressors.

- The provision of compression services to produce natural gas.

Christiana. Christiana owns Weatherford common stock and operates through
TLC. TLC assists companies in managing the physical movement of products and
materials. TLC provides refrigerated and non-refrigerated warehousing and
transportation services to manage the distribution channel for a customer's
products from the point of manufacture to the point of consumption. TLC conducts
its operations through 12 distribution warehouses, comprised of an aggregate of
34 million cubic feet of refrigerated and frozen storage capacity. TLC's
facilities consist of seven refrigerated and five non-refrigerated distribution
centers, primarily in the upper Midwest. TLC provides its services utilizing
owned equipment as well as outside carrier management services.

SPECIAL MEETINGS AND RECORD DATES

Weatherford. Weatherford is holding its special meeting at 9:00 a.m.,
Houston time, on February 8, 1999, at The Luxury Collection Hotel of Houston,
1919 Briar Oaks, Houston, Texas. The purpose of the Weatherford special meeting
is for the Weatherford stockholders to consider and vote on the merger. Only
stockholders of record at the close of business on the record date will be
entitled to vote at the Weatherford special meeting.

Christiana. Christiana is holding its special meeting at 9:00 a.m.,
Milwaukee time, on February 8, 1999, at the Galleria Conference Room, Firstar
Center, 777 East Wisconsin Avenue, Milwaukee, Wisconsin. The purpose of the
Christiana special meeting is for the Christiana shareholders to consider and
vote on the transaction. Only shareholders of record at the close of business on
the record date will be entitled to vote at the Christiana special meeting.

We have fixed the record date for the special meetings to be the close of
business on December 10, 1998.

REQUIRED VOTE

Weatherford. A majority of the shares of Weatherford common stock
represented at the Weatherford special meeting must vote in favor of the merger
for the Weatherford stockholders to approve the merger. As of the close of
business on the record date, directors and officers of Weatherford and their
affiliates, excluding Christiana, held approximately 7.8% of the outstanding
shares of Weatherford common stock, and they have indicated their intent to vote
to approve the merger.

Christiana. Holders of at least 80% of the outstanding shares of Christiana
common stock and the holders of at least two-thirds of the outstanding shares of
Christiana common stock, excluding the shares held by Sheldon Lubar and his
immediate family, must vote in favor of the merger for the Christiana
shareholders to approve the merger. As of the close of business on the record
date, the Lubar family held approximately 52.8% of the issued and outstanding
shares of Christiana common stock. In addition, directors and officers of

4
<PAGE> 8

Christiana and their affiliates held approximately 67% of the outstanding shares
of Christiana common stock, and they have indicated their intent to vote to
approve the merger.

PROPOSED TRANSACTIONS

Christiana is pursuing the transaction as a means of separating its
Weatherford shareholdings from its transportation and warehousing business to
provide its shareholders with more value for their holdings. The proposed
transactions are a means by which Christiana can accomplish this with no
corporate or individual tax, except tax on the cash payment that Weatherford
will pay to the Christiana shareholders. Christiana will transfer a one-third
interest in TLC to Weatherford as part of the transaction. The merger and
related transactions will be effected in three parts that will all occur at the
same time:

- First, C2, a new company formed by Sheldon Lubar, will offer shares of
its common stock to the Christiana shareholders on a pro rata basis for a
total consideration of up to $20.8 million. C2 will apply $10.67 million of
the proceeds of that offering to purchase a two-thirds interest in TLC.

- Second, Christiana will sell to C2 a two-thirds interest in TLC for
$10.67 million. As part of this transaction, C2 and TLC will assume all
historical liabilities of Christiana and indemnify Christiana and
Weatherford from them.

- Third, a Weatherford subsidiary will merge into Christiana with
Christiana's only assets being a one-third interest in TLC, its shares of
Weatherford common stock and cash. The cash held by Christiana will be
equal to the cash Weatherford will pay to the Christiana shareholders in
the merger plus an amount equal to Christiana's unassumed liabilities and
certain tax benefits.

WHAT CHRISTIANA SHAREHOLDERS WILL RECEIVE

In the merger, Weatherford will pay to the Christiana shareholders a
combination of Weatherford common stock and cash.

Weatherford Shares

If you approve the merger, Weatherford will issue shares of its common
stock to Christiana shareholders. We will calculate the number of shares of
Weatherford common stock Weatherford will issue in the merger by dividing the
number of shares of Weatherford common stock held by Christiana at the time of
the merger by the total number of Christiana shares outstanding immediately
prior to the merger. Currently, this would mean that each Christiana shareholder
would receive .85191 of a share of Weatherford common stock for each share of
Christiana common stock it owns. We plan to calculate the final number no later
than 10 days after the special meetings.

If the market price of Weatherford common stock is between $12.75 and
$18.30 per share at the time of the special meetings, Christiana is required to
purchase up to an additional $5.0 million of Weatherford common stock. These
purchases are intended to assure that the Christiana shareholders do not incur a
tax liability upon receipt of the Weatherford shares. If Christiana purchases
$5.0 million of these shares, Weatherford will issue to Christiana shareholders
between .9281 and .9050 of a share of Weatherford common stock for each share of
Christiana common stock that they own. If the price of Weatherford common stock
falls below $12.75 per share, it is unlikely that we will complete the merger.
On January 6, 1999, the closing sale price of the Weatherford common stock was
$22 3/8.

Cash Payment

Formula for Determining Cash Payment. Weatherford will pay cash to the
Christiana shareholders as follows. Within 30 days following the merger,
Weatherford will calculate the amount of cash held by Christiana as of the date
of the merger and reduce from that amount the accrued unpaid taxes of Christiana
and its liabilities as of the date of the merger. The calculation of the amount
of cash will not give effect to the value of the tax deductions that Christiana
may have realized from the exercise or cancellation of stock

5
<PAGE> 9

options. Weatherford will divide this amount by the number of shares of
Christiana common stock outstanding immediately prior to the merger, with the
result being the cash consideration payable per share.

Per Share Cash Payment Ratio Based on Current Facts. Based on the number of
shares of Christiana common stock currently outstanding, the Christiana
shareholders would receive between $3.50 and $4.00 per share in cash for their
shares in the merger. The actual cash consideration could vary from these
amounts to the extent there are changes in Christiana's cash and liabilities.

Cash Payment in the Event Christiana Purchases Additional Shares of
Weatherford Common Stock. If the market price of Weatherford common stock is
between $12.75 and $18.30 per share at the time of the special meetings and
Christiana is required to use $5.0 million to purchase additional shares of
Weatherford common stock, Weatherford's cash payment to the Christiana
shareholders could decline by up to $1.00 per share. We will not know until
after the special meetings whether and to what extent this reduction will occur.

WHAT WEATHERFORD STOCKHOLDERS WILL RECEIVE

The merger will make no changes to the Weatherford common stock and the
Weatherford stockholders will continue to hold the same number of shares of
Weatherford common stock after the merger as they held before the merger.

The merger will also result in no change in the outstanding number of
shares of Weatherford common stock because the number of Weatherford shares to
be issued in the merger will equal the number of shares of Weatherford common
stock owned by Christiana at the time of the merger.

WHAT CHRISTIANA SHAREHOLDERS WILL RECEIVE IN THE MERGER FOR THE ASSETS OF
CHRISTIANA

The following chart sets forth a general allocation of the consideration to
be paid by Weatherford for the assets of Christiana that Weatherford will
acquire in the merger:

<TABLE>
<CAPTION>
CHRISTIANA ASSETS CONSIDERATION ALLOCATED BY WEATHERFORD TO CHRISTIANA'S
(AFTER THE TLC SALE AND PRIOR TO THE MERGER) ASSETS
- -------------------------------------------- ------------------------------------------------------
<S> <C>
Shares of Weatherford common stock held by Shares of Weatherford common stock equal to the number
Christiana at closing of shares of Weatherford common stock held by
Christiana at closing
Christiana cash less accrued unpaid taxes, Cash consideration, currently estimated to be between
without giving effect to the value of $3.50 and $4.00 per share of Christiana common
certain tax deductions to be retained by stock(1)
Christiana, and fixed liabilities of
Christiana not assumed by C2 and TLC at
closing
One-third interest in TLC and certain tax Agreement to enter into merger and bear certain costs
benefits(2) of the transaction
</TABLE>

- ---------------

(1) The estimate of the cash consideration is based on the balance sheet of
Christiana as of September 30, 1998 after giving effect to the estimated
expenses of the merger payable by Christiana and estimated cash flow through
the anticipated date of closing.

(2) Christiana will sell two-thirds of its interest in TLC to C2 prior to the
merger.

Under the terms of the merger agreement, Christiana is required to bear
significant transaction costs, which are estimated to be approximately $2.8
million, including approximately $0.3 million of costs of Weatherford. If the
actual costs to be paid by Christiana are higher than those currently estimated,
the cash consideration to be paid in the merger will be less than currently
estimated. Christiana is not required to pay approximately $1.5 million of the
expenses of Weatherford.

6
<PAGE> 10

RELATED PARTY TRANSACTIONS

TLC Sale. Christiana's sale of a two-thirds interest in TLC to C2 is an
important aspect of the merger. We structured the merger this way because
Weatherford did not want to obtain a controlling interest in TLC. Christiana
will sell two-thirds of its interest in TLC for $10.67 million. Mr. Sheldon
Lubar, who controls C2, suggested the purchase price. Weatherford considered the
purchase price C2 paid in determining the amount of cash Weatherford would pay
Christiana shareholders.

Indemnification. Christiana shareholders should be aware that C2 and TLC
will be obligated to indemnify Weatherford for various matters including, but
not limited to, the following:

- Historical liabilities of Christiana and its current and historical
subsidiaries and predecessors.

- Any liability relating to any claim or damage by any shareholder of
Christiana or Weatherford that relates to the merger, the sale of TLC to
C2 or any transaction relating to those transactions.

- Any taxes that may arise if the IRS determines that the merger is a
taxable transaction.

As a result, C2 and TLC could be subject to significant liabilities. Weatherford
would not enter into the merger without these indemnification requirements.

TLC Operating Agreement. The operating agreement will govern the
operations of TLC following the merger. Various actions of TLC will require the
approval of both C2 and Christiana. Christiana also will have the right to sell
its interest in TLC to C2 and TLC for $7.0 million in cash five years after the
closing of the merger as well as the right to participate in various
dispositions by C2 of its interest in TLC.

C2 and Christiana will each be entitled to Board representation
proportionate to their interests in TLC. Subject to certain exceptions,
Christiana will not be able to sell or transfer its interest in TLC without the
consent of the Board of Managers of TLC. This restriction will survive for a
period of five years. Christiana may transfer its interest in the event of
certain changes of control of C2.

C2 Offering. To finance its acquisition of TLC, C2 is offering to the
shareholders of Christiana the right to subscribe for their pro rata share of
the C2 common stock. The C2 offering is intended to allow the Christiana
shareholders to continue to participate and have an ownership interest in TLC.
The Lubar family has committed to purchase enough shares of C2 common stock so
that the net proceeds to C2, after deducting the expenses of the C2 offering,
are at least $10.67 million. This commitment will provide C2 with the ability to
purchase the two-thirds interest in TLC required under the merger agreement.
This joint proxy statement/prospectus is not being provided by Weatherford or C2
as part of the C2 offering.

The merger agreement, the TLC purchase agreement and the operating
agreement are attached as Appendices A, B and C to this joint proxy
statement/prospectus. We encourage you to read these documents carefully.

7
<PAGE> 11

ORGANIZATION OF WEATHERFORD, CHRISTIANA AND TLC BEFORE AND AFTER THE TRANSACTION

The following diagrams set forth the stock ownership and organizational
structure of Weatherford, Christiana and TLC, before and after the transaction:

[BEFORE AND AFTER TRANSACTION CHARTS]

* Percentage may change if Christiana makes additional purchases of Weatherford
common stock.

8
<PAGE> 12

RECOMMENDATION TO CHRISTIANA SHAREHOLDERS

The Board of Directors of Christiana is of the opinion that the merger is
in the best interests of Christiana and its shareholders and recommends that
they vote "FOR" the merger proposal. There are four principal reasons for this
opinion:

- First, the use by Christiana of up to $15.0 million of its cash to
acquire Weatherford common stock comes at a time when the Weatherford
common stock is considered by the Christiana Board of Directors to be an
attractive investment and allows the Christiana shareholders to
essentially reinvest in a tax free manner the money that might otherwise
have been distributed to them in the merger.

- Second, Christiana shareholders who will become Weatherford stockholders
should be able to more easily sell their Weatherford common stock than
they were able to sell their Christiana common stock, because Weatherford
common stock has more liquidity in the public market than Christiana
common stock.

- Third, the merger will allow the Christiana shareholders to receive the
shares of Weatherford common stock held by Christiana without (1)
Christiana incurring tax on a disposition of the Weatherford shares held
by it and (2) the Christiana shareholders incurring tax on their receipt
of the Weatherford shares.

- Fourth, the merger will allow for a better valuation of the businesses of
Christiana by separating Christiana's ownership of Weatherford common
stock from Christiana's ownership of TLC. The Christiana Board believes
that this separation should allow for a better valuation of TLC as a
division of C2 and will benefit the Christiana shareholders to the extent
they elect to invest in C2.

RECOMMENDATION TO WEATHERFORD STOCKHOLDERS

The Board of Directors of Weatherford is of the opinion that the merger is
in the best interests of Weatherford and its stockholders and recommends that
they vote "FOR" the merger proposal. There are three principal reasons for this
opinion:

- First, the merger will allow Weatherford to acquire a one-third interest
in TLC for no consideration other than agreeing to be a party to the
transaction. Weatherford believes that the business of TLC is an
attractive business for growth and that its investment in TLC should
increase in value with minimal investment of time and money by
Weatherford. In addition, at any time after the fifth anniversary of the
closing of the merger, Weatherford has the right to sell to C2 or TLC its
one-third interest in TLC for $7.0 million.

- Second, the merger will result in no dilution to Weatherford because the
number of its outstanding shares before and after the merger will not
change. Any income attributable to TLC also will be accretive to
Weatherford.

- Third, the merger will result in a better distribution of the Weatherford
common stock because the Christiana shareholders will hold shares of
Weatherford common stock directly rather than through Christiana.

OPINION OF WEATHERFORD'S FINANCIAL ADVISOR

In deciding to approve the merger, the Weatherford Board received and
considered the opinion dated October 9, 1998 of Morgan Stanley & Co.
Incorporated, its financial advisor, as to the fairness of the consideration to
be paid by Weatherford from a financial point of view as of such date. The
opinion is attached as Appendix D to this joint proxy statement/prospectus. You
should read the opinion in its entirety to understand the assumptions made,
matters considered and limits of the review undertaken by Morgan Stanley in
providing its opinion.

OPINION OF CHRISTIANA'S FINANCIAL ADVISOR

In deciding to approve the merger, the Christiana Board received and
considered the opinion of Prudential Securities, its financial advisor, as to
the fairness of the merger consideration to the shareholders of Christiana from
a financial point of view. The opinion is attached as Appendix E to this joint
proxy statement/prospectus. You should read the opinion in its entirety to
understand the assumptions made, matters considered and limits of the review
undertaken by Prudential Securities in providing its opinion.

9
<PAGE> 13

INTERESTS OF CHRISTIANA OFFICERS AND DIRECTORS IN THE MERGER

When considering the recommendations of the Christiana Board of Directors,
the Christiana shareholders should be aware that officers and directors of
Christiana have interests and arrangements that may be different from your
interests as shareholders, including the following:

- The executive officers and directors of Christiana will be executive
officers and directors of C2.

- The Lubar family will commit to purchase shares in the C2 offering and
will thereby obtain control of C2. If the Christiana shareholders do not
exercise their right to purchase a pro rata interest in C2, the Lubar
family's interest in C2 could increase from approximately 52% to 100%.

- Each officer and other holder of options to purchase Christiana common
stock will be entitled to receive cash for their options equal to the
difference between $40.00 and the option exercise price. This price was
fixed at the time the merger agreement was initially entered into and is
substantially greater than the current market price. Christiana's
officers who hold options to purchase Christiana common stock will in the
aggregate receive $1,716,000 for their options.

- Sheldon B. Lubar is Chairman and Chief Executive Officer of Christiana
and a director of Weatherford.

CONDITIONS TO THE MERGER AND RELATED TRANSACTIONS

We will complete the merger and related transactions only if certain
conditions, including the following, are satisfied or waived:

- Christiana and Weatherford stockholders approve the merger.

- We receive all required material governmental approvals and other
consents.

- Arthur Andersen LLP reconfirms at the closing that the merger will be
partially tax free.

- Christiana completes the sale of its two-thirds interest in TLC to C2.

- Christiana undergoes no material adverse change, financial or otherwise,
after the date of the merger agreement.

Each of Weatherford and Christiana may waive various conditions of the merger.
If either party waives any material conditions to closing the merger, we would
provide our stockholders supplemental disclosure of such waiver and a reasonable
opportunity to change their votes.

TERMINATION OF THE MERGER AGREEMENT

We may mutually agree to terminate the merger agreement without completing
the merger. The merger agreement also may be terminated in certain other
circumstances, including the following:

- By Weatherford or Christiana if the stockholders of either company do not
approve the merger.

- By Weatherford or Christiana if the merger is not effected on or before
February 28, 1999.

- By a non-breaching party in the event of a material breach by the other
party.

- By Weatherford or Christiana if a court or governmental authority has
acted to prevent the merger.

- By Weatherford's Board of Directors or Christiana's Board of Directors if
that Board determines in its good faith judgment that a termination of
the merger agreement is appropriate in complying with its fiduciary
duties.

- By Weatherford or Christiana if the other party withdraws its
recommendation with respect to the merger in a manner adverse to it or
resolves to do the same.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

The merger is conditioned on the receipt of opinions from Arthur Andersen
LLP that, among other things:

- The issuance of the shares of Weatherford common stock to the Christiana
shareholders will be tax free.

- No gain or loss for U.S. federal income tax purposes will be recognized
by Weatherford, Sub or Christiana as a result of the merger.

- Weatherford and Christiana are parties to a reorganization under federal
tax laws.

10
<PAGE> 14

- No gain or loss will be recognized by the shareholders of Christiana upon
their receipt of shares of Weatherford common stock in exchange for their
shares of Christiana common stock.

Arthur Andersen has rendered an opinion as to the above matters for
purposes of this joint proxy statement/prospectus. This opinion is required to
be redelivered at closing. If the opinion to be delivered by Arthur Andersen is
waived, or if there are modifications to the opinion that would state that the
merger would be taxable in whole or in part to Weatherford, Christiana or the
stockholders of Weatherford or Christiana, we will provide additional disclosure
to our respective stockholders and provide you an opportunity to change your
vote on the merger.

Tax matters are complicated, and the tax consequences of the proposed
transactions to you will depend on the facts of your own situation. You should
consult your own tax advisors for a full understanding of the tax consequences
to you of the merger.

APPRAISAL RIGHTS

Under Wisconsin law, Christiana shareholders may dissent from the merger
and demand the "fair value" of their shares in cash. To exercise this right, you
may not vote your shares in favor of the merger and you must take certain other
actions that Wisconsin law requires.

Weatherford stockholders will have no right to an appraisal of the value of
their shares in connection with the merger under Delaware law.

COMPARATIVE RIGHTS

Weatherford is a Delaware corporation and Christiana is a Wisconsin
corporation. The laws of those jurisdictions vary. Following the merger,
Christiana shareholders will hold shares in Weatherford and Delaware law will
govern their rights instead of Wisconsin law. There also exist various
differences between Weatherford's certificate of incorporation and bylaws and
Christiana's articles of incorporation and bylaws.

CHRISTIANA MARKET PRICE INFORMATION

Christiana common stock is listed on the NYSE. On December 12, 1997, the
last full trading day before we publicly announced the proposed merger,
Christiana common stock closed at $40 3/4 on the NYSE. On October 13, 1998, the
last full trading day before we publicly announced the execution of the amended
merger agreement, Christiana common stock closed at $16 3/8 on the NYSE. On
January 6, 1999, Christiana common stock closed at $20 5/8 on the NYSE.

WEATHERFORD MARKET PRICE INFORMATION

Weatherford common stock is listed on the NYSE. On December 12, 1997, the
last full trading day before we publicly announced the proposed merger,
Weatherford common stock closed at $46 3/8 on the NYSE. On October 13, 1998, the
last full trading day before we publicly announced the execution of the amended
merger agreement, Weatherford common stock closed at $16 13/16 on the NYSE. On
January 6, 1999, Weatherford common stock closed at $22 3/8 on the NYSE.

LISTING OF WEATHERFORD COMMON STOCK

Weatherford has applied to list the Weatherford common stock it will
deliver to Christiana shareholders pursuant to the merger agreement under the
ticker symbol "WFT" on the NYSE.

11
<PAGE> 15

WEATHERFORD UNAUDITED PRO FORMA
CONDENSED CONSOLIDATED FINANCIAL DATA

The following tables set forth certain summary pro forma condensed
consolidated financial data of Weatherford. The Unaudited Pro Forma Condensed
Consolidated Statements of Income give effect to the proposed merger of
Christiana as if the transaction had occurred on January 1, 1997. Because the
fiscal years of Weatherford and Christiana differ, Christiana's December 31,
1997 historical operating results are based on Christiana's last two fiscal
quarters of its fiscal year ended June 30, 1997, combined with the results for
the six months ended December 31, 1997. The Unaudited Pro Forma Condensed
Consolidated Balance Sheet gives effect to the merger as if this transaction had
occurred on September 30, 1998.

The unaudited pro forma information below is not necessarily indicative of
the results that actually would have been achieved if the transactions had been
consummated as of the dates reflected, or that may be achieved in the future.
You should also read the following:

- Weatherford's Management's Discussion and Analysis of Financial Condition
and Results of Operations and its financial statements and related notes
contained in its Annual Report on Form 10-K for the year ended December
31, 1997.
- Weatherford's Quarterly Report on Form 10-Q for the period ended
September 30, 1998.
- Weatherford's Current Report on Form 8-K dated June 15, 1998, as amended
by Amendment No. 1 to Current Report on Form 8-K on Form 8-K/A dated
July 20, 1998 and as amended by Amendment No. 2 to Current Report on Form
8-K on Form 8-K/A dated December 10, 1998.
- Weatherford's Selected Condensed Consolidated Financial Data.
- Weatherford's Pro Forma Condensed Consolidated Financial Statements and
related notes.
- Christiana's financial statements and related notes.

The above information is included or incorporated by reference in this
joint proxy statement/prospectus.

<TABLE>
<CAPTION>
NINE MONTHS
ENDED YEAR ENDED
SEPTEMBER 30, 1998 DECEMBER 31, 1997
------------------ -----------------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C>
Operating Data:
Revenues.................................................. $1,586,747 $1,969,089
Income from continuing operations......................... 89,328 196,857
Earnings per share from continuing operations:
Basic.................................................. $ 0.92 $ 2.05
Diluted................................................ 0.91 2.02
Weighted average shares outstanding:
Basic.................................................. 96,973 96,052
Diluted................................................ 97,684 97,562
</TABLE>

<TABLE>
<CAPTION>
SEPTEMBER 30, 1998
------------------
(IN THOUSANDS)
<S> <C>
Balance Sheet Data:
Total assets.............................................. $2,936,786
Long-term debt............................................ 244,552
5% Convertible Subordinated Preferred Equivalent
Debentures............................................. 402,500
Stockholders' equity...................................... 1,523,510
</TABLE>

12
<PAGE> 16

WEATHERFORD SUMMARY HISTORICAL FINANCIAL DATA

The following table contains certain summary historical condensed
consolidated financial data of Weatherford. You should also read the following:

The above information is included or incorporated by reference in this joint
proxy statement/prospectus.

<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30, YEAR ENDED DECEMBER 31,
----------------------- ----------------------------------------------------------
1998 1997 1997 1996 1995 1994 1993
---------- ---------- ---------- ---------- ---------- -------- --------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C> <C> <C>
OPERATING DATA:
Revenues..................... $1,586,747 $1,417,970 $1,969,089 $1,467,270 $1,125,803 $858,993 $671,470
Cost of sales................ 1,078,704 995,631 1,371,126 1,090,814 831,231 630,850 482,878
Selling, general and
administrative expenses.... 213,330 189,117 264,553 209,433 195,747 155,860 127,966
Equity in earnings of
unconsolidated
affiliates................. (2,241) (1,754) (2,582) (2,078) (1,477) (1,169) (2,716)
Merger costs and other
charges.................... 120,000 -- -- -- 88,182 2,500 4,000
---------- ---------- ---------- ---------- ---------- -------- --------
Operating income............. 176,954 234,976 335,992 169,101 12,120 70,952 59,342
Interest expense............. (40,482) (31,273) (43,273) (39,368) (33,504) (22,384) (11,601)
Other income, net............ 4,357 8,064 12,242 2,941 8,409 615 2,231
Income tax (provision)
benefit.................... (51,823) (74,397) (108,188) (40,513) 4,707 (13,137) (14,741)
---------- ---------- ---------- ---------- ---------- -------- --------
Income (loss) from continuing
operations................. $ 89,006 $ 137,370 $ 196,773 $ 92,161 $ (8,268) $ 36,046 $ 35,231
========== ========== ========== ========== ========== ======== ========
Earnings (loss) per share
from continuing operations:
Basic...................... $ 0.92 $ 1.44 $ 2.04 $ 1.03 $ (0.10) $ 0.53 $ 0.58
Diluted.................... 0.91 1.41 2.01 1.01 (0.10) 0.53 0.58
Weighted average shares
outstanding:
Basic...................... 96,973 95,703 96,052 89,842 77,595 67,672 60,628
Diluted.................... 97,684 97,194 97,562 90,981 77,595 68,032 60,894
</TABLE>

<TABLE>
<CAPTION>
DECEMBER 31,
SEPTEMBER 30, ------------------------------------------------------------
1998 1997 1996 1995 1994 1993
------------- ---------- ---------- ---------- ---------- --------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Total assets....................... $2,924,220 $2,737,910 $2,243,633 $1,710,568 $1,464,804 $885,981
Long-term debt..................... 244,552 252,322 417,976 416,473 303,854 56,580
5% Convertible Subordinated
Preferred Equivalent
Debentures....................... 402,500 402,500 -- -- -- --
Stockholders' equity............... 1,523,510 1,458,549 1,292,704 958,337 845,287 582,187
Cash dividends per share........... -- -- -- -- -- --
</TABLE>

13
<PAGE> 17

CHRISTIANA SUMMARY HISTORICAL FINANCIAL DATA

The following table sets forth certain summary historical financial data of
Christiana. The historical financial data as of and for each of the five years
in the period ended June 30, 1998 was derived from the consolidated financial
statements of Christiana, which were audited by Arthur Andersen LLP, independent
public accountants. The historical financial data as of September 30, 1998 and
for the three month periods ended September 30, 1998 and 1997 have not been
audited. In the opinion of Christiana, the historical financial data as of
September 30, 1998 and for the three month periods ended September 30, 1998 and
1997 include all adjusting entries necessary to present fairly the information
set forth therein. The operating data for the three month period ended September
30, 1998 is not necessarily indicative of results that may be expected for the
year ending June 30, 1999. You should also read the following:

- Christiana's Management's Discussion and Analysis of Financial Condition
and Results of Operations and its financial statements and related notes
contained in its Annual Report on Form 10-K for the year ended June 30,
1998.

- Christiana's Quarterly Report on Form 10-Q for the period ended September
30, 1998.

- Christiana's Selected Consolidated Financial Data.

The above information is included or incorporated by reference in this joint
proxy statement/prospectus.

<TABLE>
<CAPTION>
THREE MONTHS ENDED
SEPTEMBER 30, FISCAL YEAR ENDED JUNE 30,
------------------ -----------------------------------------------------
1998 1997 1998 1997 1996 1995 1994
------- ------- -------- -------- -------- -------- --------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C> <C> <C>
OPERATING DATA:
Revenues............. $22,370 $23,047 $ 90,179 $ 84,208 $ 77,170 $126,881 $ 90,153
Direct operating
expense........... 18,633 19,201 76,057 70,973 65,418 104,818 74,976
Selling, general and
administrative
expenses.......... 2,365 2,229 8,364 8,656 7,531 11,739 8,755
------- ------- -------- -------- -------- -------- --------
Operating income..... 1,372 1,617 5,758 4,579 4,221 10,324 6,422
Interest expense..... (573) (752) (2,691) (3,166) (3,096) (4,842) (3,710)
Equity in earnings of
Weatherford....... --(1) 1,937 7,872 10,479 1,745 -- --
Other income
(expense), net.... 26 (364) (1,012) (923) 3,141 3,658 3,195
Income tax
expenses.......... 323 953 3,920 4,306 2,408 3,394 2,256
Minority interest.... -- -- -- -- -- (684) (530)
------- ------- -------- -------- -------- -------- --------
Net income........... $ 502 $ 1,485 $ 6,007 $ 6,663 $ 3,603 $ 5,062 $ 3,121
======= ======= ======== ======== ======== ======== ========
Earnings per
share(2):
Basic............. $ 0.10 $ 0.29 $ 1.17 $ 1.30 $ 0.69 $ 0.96 $ 0.59
Diluted........... 0.10 0.29 1.15 1.29 0.69 0.96 0.59
Weighted average
shares
outstanding....... 5,149 5,137 5,143 5,137 5,187 5,276 5,321
</TABLE>

<TABLE>
<CAPTION>
JUNE 30,
SEPTEMBER 30, ----------------------------------------------------
1998 1998 1997 1996 1995 1994
------------- -------- -------- -------- -------- --------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Total assets................ $179,351 $239,241 $142,355 $131,018 $121,742 $147,565
Long-term debt.............. 26,275 27,122 36,149 44,013 38,256 53,458
Stockholder's equity........ 100,297(3) 136,229(3) 72,085 61,077 58,710 60,088
Cash dividends per share.... -- -- -- -- -- --
</TABLE>

14
<PAGE> 18

- ---------------

(1) On May 27, 1998, Weatherford acquired Weatherford Enterra, Inc., issuing
additional shares of Weatherford common stock and thereby reducing
Christiana's ownership percentage in Weatherford to approximately 4%. As a
result, on May 27, 1998, Christiana changed the manner in which it accounts
for its investment in Weatherford from the equity method to the cost method.
Under the cost method, only dividends paid by Weatherford will be reflected
in future earnings of Christiana.

(2) All earnings per share amounts have been restated to reflect the adoption of
Statement of Accounting Standards No. 128, "Earnings Per Share", effective
December 15, 1997.

(3) Includes $21.4 million and $57.8 million of unrealized holding gains on
securities available-for-sale as of September 30, 1998 and June 30, 1998,
respectively, resulting from a change in the method of accounting for
Christiana's investment in Weatherford.

15
<PAGE> 19

COMPARATIVE PER SHARE INFORMATION

The following table sets forth certain historical and pro forma earnings
per share and book value per share for the Weatherford common stock and the
Christiana common stock. The table also reflects the equivalent per share
earnings and book value with respect to one share of Christiana common stock on
a pro forma basis for the merger. You should also read the unaudited Pro Forma
Condensed Consolidated Financial Statements and the separate historical
consolidated financial statements of Weatherford and Christiana and the related
notes included or incorporated by reference in this joint proxy
statement/prospectus.

<TABLE>
<CAPTION>
NINE MONTHS ENDED YEAR ENDED
SEPTEMBER 30, 1998 DECEMBER 31, 1997
------------------ -----------------
<S> <C> <C>
Basic Earnings Per Share:
Weatherford Historical Earnings Per Share from Continuing
Operations............................................. $0.92 $ 2.04
Christiana Historical Earnings Per Share(1)............... 0.81 0.82
Weatherford Pro Forma Earnings Per Share from Continuing
Operations for the Merger(2)........................... 0.92 2.05
Christiana Equivalent Pro Forma Earnings Per Share(3)..... 0.78 1.75
Diluted Earnings Per Share:
Weatherford Historical Earnings Per Share from Continuing
Operations............................................. $0.91 $ 2.01
Christiana Historical Earnings Per Share(1)............... 0.80 0.81
Weatherford Pro Forma Earnings Per Share from Continuing
Operations for the Merger(2)........................... 0.91 2.02
Christiana Equivalent Pro Forma Earnings Per Share(3)..... 0.78 1.72
</TABLE>

<TABLE>
<CAPTION>
SEPTEMBER 30, 1998
------------------
<S> <C>
Book Value Per Share:
Weatherford Historical Book Value Per Share............... $15.63
Christiana Historical Book Value Per Share................ 19.48
Weatherford Pro Forma Book Value Per Share for the
Merger................................................. 15.63
Christiana Equivalent Pro Forma Book Value Per Share(3)... 13.32
</TABLE>

- ---------------

(1) Christiana's historical and pro forma earnings per share for the year ended
December 31, 1997 are based on Christiana's earnings for the six months
ended December 31, 1997, combined with Christiana's earnings for the last
two fiscal quarters of Christiana's fiscal year ended June 30, 1997.
Christiana's historical and pro forma earnings per share for the nine months
ended September 30, 1998 are based on Christiana's earnings for the last two
quarters of Christiana's fiscal year ended June 30, 1998 combined with
Christiana's earnings for the quarter ended September 30, 1998.

(2) Gives pro forma effect to the merger.

(3) Represents the pro forma earnings per share and pro forma book value per
share of .85191 of one share of Weatherford common stock issuable in the
merger. The pro forma ratio of .85191 of one share of Weatherford common
stock was calculated as follows:

<TABLE>
<S> <C>
Number of shares of Weatherford common stock held by
Christiana................................................ 3,897,462
Number of shares of Weatherford common stock purchased with
$10.0 million at an average per share market price of
Weatherford common stock of $20.44........................ 489,300
---------
Number of shares of Weatherford common stock currently held
by Christiana............................................. 4,386,762
Divided by the number of shares of Christiana common stock
outstanding............................................... 5,149,330
---------
Pro forma ratio............................................. .85191
</TABLE>

If the market price of the Weatherford common stock declines below $18.30
per share, Christiana is required to purchase up to $5.0 million of additional
shares of Weatherford common stock. These purchases, if made, would increase the
conversion rate, which will increase the amount of Weatherford common stock and
decrease the cash consideration.

16
<PAGE> 20

RISK FACTORS

An investment in the Weatherford common stock offered by this joint proxy
statement/prospectus involves a high degree of risk. Before you decide to invest
in the Weatherford common stock offered by this joint proxy
statement/prospectus, you should carefully consider the following factors,
together with the information contained or incorporated by reference in this
joint proxy statement/prospectus.

Unexpected Federal Income Tax Treatment of the Merger May Cause Christiana
Shareholders to Incur Additional Taxes

If the IRS determines that the issuance of the shares of Weatherford common
stock to be issued in the merger is not tax free, the Christiana shareholders
will be taxed based on the value of the shares of Weatherford common stock
received. The merger is conditioned on the receipt of an opinion of Arthur
Andersen LLP that the issuance of the shares of Weatherford common stock to be
issued to the Christiana shareholders will be tax free. While Arthur Andersen
LLP has rendered that opinion for this joint proxy statement/prospectus, that
opinion is not binding on the IRS. TLC and C2 have agreed to indemnify
Weatherford from any adverse tax consequences of the merger not being tax free.
See "Related Party Transactions -- Terms of the TLC Sale -- Indemnification" and
"The Merger -- Terms of the Merger -- Conditions to the Merger".

Low or Continued Low Prices of Oil and Natural Gas May Adversely Affect Demand
for Weatherford's Products

Generally, you can expect low oil prices to adversely affect demand
throughout the oil and natural gas industry, including the demand for
Weatherford's products. In this case, you also could expect Weatherford's
revenues and income to be adversely affected.

The price of oil and natural gas and the level of oil and natural gas
exploration activity strongly affects the demand for Weatherford's drilling
products, while oil production activity directly affects Weatherford's
production equipment and services.

Oil prices have declined significantly in recent months and over the last
year due to a worldwide oversupply and lower than expected demand. The recent
declines in the price of oil have affected Weatherford in various ways.
Weatherford's artificial lift segment has been materially affected by lower oil
prices and their effect on reduced heavy oil production that is heavily
dependent on price. Weatherford's drill pipe and drill stem products have been
affected by significant declines in backlog, with demand for 1999 expected to be
down between 40% and 60% from 1998. Weatherford's completion and rental business
has experienced declines in line with the general reduction in industry
activity, with the greatest declines occurring in the United States markets.

Weatherford's business will continue to be affected by industry conditions,
including those conditions and factors described under "Forward-Looking
Statements".

Disruptions in Foreign Operations Could Adversely Affect Weatherford's Income

Weatherford's operations in Singapore, Mexico, Brazil, Venezuela, Nigeria,
Algeria and Argentina are subject to various political and economic conditions
existing in such countries that could disrupt operations. Disruptions may occur
in Weatherford's foreign operations and losses may occur that will not be
covered by insurance.

Weatherford also has drill pipe and other products manufactured for it by
Oil Country Tubular Limited ("OCTL") in India under a long-term exclusive
manufacturing arrangement with OCTL. Although Weatherford has sought to minimize
the risks of this operation through its manufacturing arrangement and insurance,
Weatherford is providing OCTL with a substantial amount of raw materials and
inventory for the products manufactured by it. Weatherford's Indian operations
have been adversely affected by the downturn of the economies in the eastern
hemisphere. Operations in India are subject to various political and economic

17
<PAGE> 21

risks as well as financial risks with respect to OCTL. A termination or shutdown
of this operation in light of current market conditions or political factors,
could have an adverse effect on Weatherford's income and results.

Weatherford's Products and Services Are Subject to Operational Hazards

Weatherford's products are used for the exploration and production of oil
and natural gas. These operations are subject to hazards inherent in the oil and
gas industry that can cause personal injury or loss of life, damage to or
destruction of property, equipment, the environment and marine life, and
suspension of operations. Such hazards include fires, explosions, craterings,
blowouts and oil spills. Litigation arising from an accident at a location where
Weatherford's products or services are used or provided may result in
Weatherford being named as a defendant in lawsuits asserting potentially large
claims.

Weatherford's Common Stock Has Fluctuated Historically

Christiana shareholders may face significant devaluation of the shares of
Weatherford common stock they receive in the merger if the price of Weatherford
common stock declines due to the volatility of the price of common stock of
companies engaged in the oil and gas industry. Historically, and in recent
months in particular, the market price of common stock of companies engaged in
the oil and gas industry has been highly volatile. Likewise, the market price of
Weatherford common stock has varied significantly in the past. News
announcements and changes in oil and natural gas prices, changes in the demand
for oil and natural gas exploration and changes in the supply and demand for oil
and natural gas have all been factors that have affected the price of
Weatherford common stock.

18
<PAGE> 22

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission pursuant to the Exchange
Act. Those reports, proxy statements and other information that we file with the
Commission can be inspected at the Public Reference Section of the Commission at
Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and
the Regional Offices of the Commission at Citicorp Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661-2511, and 7 World Trade Center, New
York, New York 10048. Please call the Commission at 1-800-SEC-0300 for further
information on the public reference rooms. Copies of those materials may also be
obtained from the Public Reference Section of the Commission at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates.

The Commission maintains a World Wide Web site on the Internet at
http://www.sec.gov that contains reports, proxy and information statements and
other information regarding Weatherford and Christiana. Those reports, proxy and
information statements and other information concerning Weatherford and
Christiana also can be inspected and copied at the offices of the New York Stock
Exchange, Inc. (the "NYSE"), 20 Broad Street, New York, New York 10005, on which
the Weatherford common stock and Christiana common stock are listed.

For further information on Weatherford and the Weatherford common stock
being offered, please review the Registration Statement, including the exhibits
that are filed with it. Statements made in this joint proxy statement/prospectus
that describe documents may not necessarily be complete. We recommend that you
review the documents that Weatherford has filed with its registration statement
to obtain a more complete understanding of those documents.

The Commission allows us to "incorporate by reference" information into
this joint proxy statement/ prospectus, which means that we can disclose
important information to you by referring you to another document filed
separately with the Commission. The information incorporated by reference is
deemed to be part of this joint proxy statement/prospectus, except for any
information superseded by information in this joint proxy statement/prospectus.
This joint proxy statement/prospectus incorporates by reference the documents
set forth below that Weatherford or Christiana previously filed with the
Commission. These documents contain important information about Weatherford or
Christiana, as applicable.

The following documents filed by Weatherford with the Commission (File No.
1-13086) are incorporated by reference into this joint proxy
statement/prospectus:

- Weatherford's Annual Report on Form 10-K for the year ended December 31,
1997 as amended by Amendment No. 1 and Amendment No. 2 to the Annual
Report on Form 10-K on Forms 10-K/A.

- Weatherford's Current Report on Form 8-K dated May 1, 1997, as amended by
Amendment No. 1 to Current Report on Form 8-K on Form 8-K/A dated January
14, 1998.

- Weatherford's Current Report on Form 8-K dated November 5, 1997, as
amended by Amendment No. 1 to Current Report on Form 8-K on Form 8-K/A
dated March 26, 1998.

- Weatherford's Current Report on Form 8-K dated December 2, 1997, as
amended by Amendment No. 1 to Current Report on Form 8-K on Form 8-K/A
dated February 13, 1998.

- Weatherford's Current Report on Form 8-K dated January 28, 1998.

- Weatherford's Current Report on Form 8-K dated February 3, 1998.

- Weatherford's Current Report on Form 8-K dated February 19, 1998, as
amended by Amendment No. 1 to Current Report on Form 8-K on Form 8-K/A
dated April 21, 1998.

- Weatherford's Current Report on Form 8-K dated March 5, 1998, as amended
by Amendment No. 1 to Current Report on Form 8-K on Form 8-K/A dated
March 9, 1998.

- Weatherford's Current Report on Form 8-K dated April 20, 1998.

19
<PAGE> 23

- Weatherford's Current Report on Form 8-K dated April 22, 1998, as amended
by Amendment No. 1 to Current Report on Form 8-K on Form 8-K/A dated
April 24, 1998.

- Weatherford's Quarterly Report on Form 10-Q for the quarter ended March
31, 1998.

- Weatherford's Current Report on Form 8-K dated May 15, 1998, as amended
by Amendment No. 1 to Current Report on Form 8-K on Form 8-K/A dated May
22, 1998.

- Weatherford's Current Report on Form 8-K dated May 27, 1998.

- Weatherford's Current Report on Form 8-K dated June 15, 1998, as amended
by Amendment No. 1 to Current Report on Form 8-K on Form 8-K/A dated July
20, 1998 and as amended by Amendment No. 2 to Current Report on Form 8-K
on Form 8-K/A dated December 10, 1998.

- Weatherford's Current Report on Form 8-K dated July 16, 1998.

- Weatherford's Quarterly Report on Form 10-Q for the quarter ended June
30, 1998.

- Weatherford's Current Report on Form 8-K dated August 17, 1998.

- Weatherford's Current Report on Form 8-K dated October 22, 1998.

- Weatherford's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1998.

- The description of Weatherford common stock contained in Weatherford's
Registration Statement on Form 8-A (filed May 19, 1994) and as amended by
Weatherford's Registration Statement on Form S-4, as amended
(Registration No. 333-58741), including any amendment or report filed for
the purpose of updating such description.

The following documents filed by Christiana with the Commission (File No.
1-3846) are incorporated by reference into this joint proxy
statement/prospectus:

- Christiana's Annual Report on Form 10-K for the fiscal year ended June
30, 1998.

- Christiana's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1998.

All documents that we file pursuant to Sections 13(a), 13(c), 14 or 15(d)
of the Exchange Act after the date of this joint proxy statement/prospectus and
prior to the date of the special meetings shall be deemed to be incorporated
herein by reference and shall be a part of this joint proxy statement/prospectus
from the date of the filing of such document. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this joint proxy
statement/prospectus to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes that statement. Any such statement so
modified or superseded shall not constitute a part of this joint proxy
statement/prospectus, except as so modified or superseded.

FORWARD-LOOKING STATEMENTS

This joint proxy statement/prospectus and Weatherford's other filings with
the Commission and public releases contain statements relating to future results
of Weatherford, including certain projections and business trends. Weatherford
believes these statements constitute "forward-looking statements" as defined in
the Private Securities Litigation Reform Act of 1995.

Certain risks and uncertainties may cause actual results to be materially
different from projected results contained in forward-looking statements in this
joint proxy statement/prospectus. Such risks and uncertainties include, but are
not limited to, the following:

Changes in Market Conditions Could Affect Projected Results. Any
unexpected material changes in oil and gas prices or other market trends
would likely affect the forward-looking information contained or
incorporated by reference in this joint proxy statement/prospectus.
Weatherford's

20
<PAGE> 24

estimates as to future results and industry trends make assumptions
regarding the future prices of oil and gas and their effect on the demand
and pricing of Weatherford's products and services. Weatherford has made
the following assumptions:

- Average prices for oil in 1999 will be within the same general range
of prices as they were in 1998.

- Average natural gas prices for 1999 will remain at or near their
current levels.

- Client budgets will be down for most of 1999.

- World demand for oil will be up marginally or flat.

- Drilling activity will not begin recovering until the third or
fourth quarter of 1999.

These assumptions are based on various macro economic factors and actual
market conditions could vary materially from those assumed.

Decline in Rig Count Could Affect Demand for Weatherford's Products. A
material drop in the current worldwide rig count or drilling activity would
likely affect the demand for Weatherford's products that are related to the
worldwide rig count. Weatherford's forward-looking statements regarding its
drilling products, such as drill pipe and other drill stem products, assume
there will not be any further material declines in the worldwide rig count,
in particular the foreign rig count.

Market Conditions Could Affect Timing of Demand for Weatherford's
Products. The timing of the improved demand for Weatherford's premium
tubular products will be subject to the market conditions described above.
Forward-looking statements regarding such products assume customers have
deferred purchases of new products due to industry conditions and that
purchases will increase in mid 1999 as inventory levels decline.

Projected Merger Cost Savings Could Be Less than Weatherford Has
Projected. The ability of Weatherford to achieve cost savings from the
recent merger between EVI, Inc. and Weatherford Enterra, Inc. and from
actions taken to reduce overhead costs will be dependent on market
conditions becoming more stable. Weatherford's forward-looking statements
regarding cost savings and their impact on Weatherford assume savings from
the merger between EVI, Inc. and Weatherford Enterra, Inc. and from actions
taken to reduce overhead costs in light of current market conditions.

Benefits of Mergers and Acquisitions May Not Be Fully Realized. The
full benefits of integrating the operations of EVI, Inc. and Weatherford
Enterra, Inc., as well as integrating the various acquisitions that
Weatherford completed over the past years, in particular synergistic
growth, may not be fully realized until market conditions improve. The
benefits of these combinations also depend on Weatherford's ability to
penetrate new and existing markets with the new products and services
acquired in the transactions. Weatherford currently is integrating such
operations and acquisitions, which is a time consuming process that creates
various inefficiencies during implementation. Weatherford has assumed that
most of its 1997 and 1998 transactions will be substantially integrated by
mid 1999.

Weatherford's Success Is Dependent upon Technological
Advances. Weatherford's ability to succeed in its long-term growth strategy
is dependent on the technological competitiveness of its product offering.
A central aspect of Weatherford's growth strategy is to enhance the
technology of its products and services and to enter new markets and expand
in existing markets with technologically advanced value-added products.
Weatherford's forward-looking statements have not assumed any material
near-term growth from these products.

Unexpected Year 2000 Problems Could Have an Adverse Financial Impact
on Weatherford. Weatherford has not fully determined the impact of Year
2000 on its systems and products, and unexpected problems associated with
the Year 2000 could arise during the implementation of its Year 2000
program that could have a material adverse effect on Weatherford's
business, financial condition

21
<PAGE> 25

and results of operations. Weatherford currently is in the assessment and
initial implementation phases of its Year 2000 program.

Economic Downturn in Asia Could Adversely Affect Demand for
Weatherford's Products and Services. If the economic downturn in Asia were
to cause the economies in the United States, Europe or South America to
materially decline, the demand and price for oil and gas and Weatherford's
products and services would fall and adversely affect the revenues and
income of Weatherford. Weatherford has assumed that a worldwide recession
will not occur as a result of the economic downturn in Asia. A material
decline in the Chinese economy or devaluation of its currency could cause
further deterioration to the Asian and world economies.

Worldwide Political Instability Could Adversely Affect Demand for
Weatherford's Products and Services. Any unexpected material political
event that would affect the industry or particular oil producing countries
in which Weatherford operates would change the base assumptions for
Weatherford's forward-looking statements regarding the industry and
Weatherford's position in it. Many of the world's oil and gas reserves are
located in countries or regions that are subject to political instability.
Weatherford has assumed in its forward-looking statements that there will
not be any material political event that would affect the demand and
pricing of oil and natural gas or the ability of Weatherford to provide its
products and services worldwide.

Currency Fluctuations Could Have a Material Adverse Financial Impact
on Weatherford. A material decline in currency rates could affect
Weatherford's future results as well as affect the carrying values of its
assets. World currencies have been subject to much volatility.
Weatherford's forward-looking statements assume no material impact from
changes in currencies in its markets because Weatherford's operations are
either dollar based, paid for in local currencies or hedged.

Changes in Global Trade Policies Could Adversely Impact Weatherford's
Operations. Changes in global trade policies in Weatherford's markets could
impact Weatherford's operations in that market. In addition, a removal of
currently existing anti-dumping duties in the United States with respect to
foreign drill pipe could adversely affect Weatherford's United States sales
of drill pipe. Weatherford has assumed that there will be no material
changes in global trading policies.

Unexpected Litigation and Legal Disputes Could Have a Material Adverse
Financial Impact on Weatherford. If Weatherford experiences unexpected
litigation or unexpected results in its existing litigation having a
material effect on results, the accuracy of the forward-looking statements
would be affected. Weatherford's forward-looking statements assume that
there will be no such unexpected litigation or results.

Finally, Weatherford's future results will depend upon various other risks
and uncertainties, including, but not limited to, those detailed in
Weatherford's filings with the Commission. For additional information regarding
risks and uncertainties relating to Weatherford and Christiana, see
Weatherford's filings with the Commission under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and the Securities Act of 1933, as
amended (the "Securities Act"), referenced under "Where You Can Find More
Information".

22
<PAGE> 26

QUESTIONS AND ANSWERS ABOUT THE MERGER

The following questions and answers highlight selected information
regarding the merger and related transactions described in this joint proxy
statement/prospectus and may not contain all information that is important to
you as you consider the merits of the merger. For a more complete description of
the terms of the merger and the related transactions, please read this entire
joint proxy statement/prospectus and the documents to which we refer. See also
"Where You Can Find More Information".

Q: I THOUGHT THE CHRISTIANA AND WEATHERFORD STOCKHOLDERS HAD ALREADY APPROVED
THE MERGER. WHY ARE WE VOTING AGAIN?

A: You are right. The Weatherford and Christiana stockholders approved a merger
between Christiana and a subsidiary of Weatherford pursuant to the prior
merger agreement. We, however, were unable to complete that merger because
the merger would not have qualified as a partially tax free reorganization
for U.S. federal income tax purposes. As a result, we have changed the terms
of the merger with the objective of allowing the merger to be completed on a
partially tax free basis.

Q: COULD YOU EXPLAIN WHY THE PREVIOUSLY APPROVED MERGER WOULD NOT HAVE BEEN TAX
FREE?

A: For the merger to qualify as a partially tax free reorganization for U.S.
federal income tax purposes, the value of the Weatherford common stock at
the time of the merger must represent at least 80% of the value of the
consideration to be paid to the Christiana shareholders. Since the time we
first entered into the prior merger agreement, the market price of the
Weatherford common stock has declined by over 50%. This decline resulted in
the value of the Weatherford common stock being less than 80% of the total
consideration to be paid in the merger. As a result, the prior merger could
not have been consummated on a partially tax free basis.

Q: HOW WERE THE TERMS OF THE PRIOR MERGER AGREEMENT CHANGED TO ADDRESS THIS TAX
ISSUE?

A: We are increasing the number of shares of Weatherford common stock to be
issued in the merger and decreasing the cash component of the merger. To
make this change, Christiana agreed to spend up to $15.0 million to purchase
additional shares of Weatherford common stock to the extent necessary to
allow the merger to qualify as a partially tax free reorganization. In
exchange, Weatherford agreed to eliminate a $10.0 million five year cash
hold back.

Q: WHAT ARE THE TAX SAVINGS TO BE RECEIVED BY THE CHRISTIANA SHAREHOLDERS?

A: If the Weatherford common stock held by Christiana had been sold over the
last year, the taxes paid by Christiana would have ranged between $4.00 and
$21.00 per share of Christiana common stock.

Q: WHY IS CHRISTIANA GIVING WEATHERFORD A ONE-THIRD INTEREST IN TLC FOR WHAT
APPEARS TO BE NO CONSIDERATION?

A: The one-third interest in TLC is being provided to Weatherford as
consideration for entering into the transaction with Christiana. Although
this interest has a book value in excess of $7.0 million, the Christiana
Board believes that the benefits of the transaction, in particular the tax
savings to be realized by the Christiana shareholders in the transaction,
are greater than the value of the one-third interest in TLC.

Q: WHY IS WEATHERFORD ACQUIRING A COMPANY ENGAGED IN THE LOGISTICS BUSINESS?
WHAT SYNERGIES ARE THERE FOR WEATHERFORD IN THIS TRANSACTION?

A: Weatherford is acquiring Christiana and the one-third interest in Logistic
because Weatherford believes it to be a good passive investment for
Weatherford. Weatherford does not intend to take an active management role
in the day-to-day operations of TLC and expects the value of the TLC
business to increase. Any increase in value would further benefit the
Weatherford stockholders.

Q: WILL THE OUTSTANDING SHARES OF WEATHERFORD COMMON STOCK CHANGE AS A RESULT
OF THE MERGER?

A: No. The number of shares of Weatherford common stock to be issued in the
merger will equal the number of shares of Weatherford common stock held by
Christiana.

23
<PAGE> 27

Q: WHAT IS THE RELATIONSHIP BETWEEN THE PUBLIC OFFERING BEING MADE BY C2 AND
THE MERGER?

A: The public offering by C2 is a separate transaction. It is being made to all
the shareholders of Christiana to allow them to participate in an investment
in TLC as part of the transaction. If you as a Christiana shareholder do not
invest in C2, your only remaining interest in TLC will be through the
one-third interest held by Weatherford. You will, however, receive cash that
may be utilized by you as you wish.

Q: WHY IS THE TWO-THIRDS INTEREST IN TLC BEING SOLD TO C2 AT A PRICE LESS THAN
BOOK VALUE?

A: The Christiana Board and Christiana Independent Committee have authorized
the sale of a two-thirds interest in TLC at a price less than book value for
the following reasons:

- First, the two-thirds interest will be restricted and subject to
certain rights of Christiana.

- Second, C2 will assume Christiana's historical and contingent
liabilities as part of the consideration for the purchase.

- Third, C2 will agree to give Christiana a $7.0 million put right for
its interest.

- Fourth, all Christiana shareholders will be entitled to invest in
TLC through C2 on the same basis.

Q: WHAT SHOULD I DO NOW?

A: After reading this document carefully, you should complete and sign your
proxy card and mail it in the enclosed return envelope as soon as possible,
so that your shares may be represented at the special meetings. The Board of
Directors of Christiana recommends that the Christiana shareholders vote for
adoption of the merger agreement and the merger. The Board of Directors of
Weatherford recommends that the Weatherford stockholders vote for adoption
of the merger agreement and the merger.

Q: SHOULD I SEND MY STOCK CERTIFICATES NOW?

A: No action needs to be taken by the Weatherford stockholders. Christiana
shareholders should complete the letter of transmittal that accompanies this
joint proxy statement/prospectus and return it, along with their Christiana
stock certificates, to Firstar Bank Milwaukee, N.A. at the address listed in
the letter of transmittal by no later than 5:00 p.m., central standard time,
on February 5, 1999. Christiana shareholders who submitted their Christiana
stock certificates in connection with the first special meeting of
Christiana shareholders to consider the merger need not take any action
regarding those certificates but should still complete and return the letter
of transmittal.

Q: IF MY SHARES ARE HELD IN "STREET NAME" BY MY BROKER, WILL MY BROKER VOTE MY
SHARES FOR ME?

A: Your broker will vote your shares only if you provide instructions on how to
vote. You should follow the directions provided by your broker regarding how
to instruct your broker to vote your shares.

Q: MAY I CHANGE MY VOTE AFTER I HAVE MAILED MY SIGNED PROXY CARD?

A: Yes. You can change your vote by sending in a later-dated, signed proxy card
to the Secretary of your company before the special meetings or by attending
your special meeting and voting in person.

Q: WHAT OTHER MATTERS WILL BE VOTED ON AT THE SPECIAL MEETINGS?

A: You will also be asked to allow Christiana and Weatherford to adjourn the
special meetings to solicit additional votes if they have not received the
required votes by the time of the special meetings. We do not expect to ask
you to vote on any other matters at the special meetings.

Q: WHO SHOULD I CALL WITH QUESTIONS?

A: If you have any questions about the merger, or if you would like copies of
any of the documents referred to or incorporated by reference in this joint
proxy statement/prospectus, please call Georgeson & Company Inc. at (800)
223-2064. See also "Where You Can Find More Information".

24
<PAGE> 28

GENERAL INFORMATION ABOUT THE MEETINGS

DATE, TIME AND PLACE OF SPECIAL MEETINGS

Weatherford will hold its special meeting to approve the merger at 9:00
a.m., Houston time, on February 8, 1999, at The Luxury Collection Hotel of
Houston, 1919 Briar Oaks, Houston, Texas. Christiana will hold its special
meeting to approve the merger at 9:00 a.m., Milwaukee time, on February 8, 1999,
at the Galleria Conference Room, Firstar Center, 777 East Wisconsin Avenue,
Milwaukee, Wisconsin.

RECORD DATE AND OUTSTANDING SHARES

The only people who are entitled to notice of and may vote at the special
meetings are those who are stockholders according to the Weatherford and
Christiana stock records at the close of business on December 10, 1998.

At the close of business on the record date, there were 3,004 holders of
record of Weatherford common stock with 97,264,318 shares issued and outstanding
and 890 holders of record of Christiana common stock with 5,149,330 shares
issued and outstanding. Each share of Weatherford common stock and Christiana
common stock entitles the holder thereof to one vote on each matter submitted
for stockholder approval.

PURPOSES OF THE SPECIAL MEETINGS

Weatherford. At its special meeting, Weatherford will ask its shareholders
to consider and vote on the merger proposal and to transact such other business
as may properly come before the Weatherford special meeting.

Christiana. At its special meeting, Christiana will ask its shareholders to
consider and vote on the merger proposal and to transact such other business as
may properly come before the Christiana special meeting.

If both the Weatherford and Christiana shareholders approve the merger
proposal, and the other conditions necessary to consummate the merger are
satisfied or waived, TLC and C2 will assume the C2/TLC assumed liabilities,
which generally include all the debts, liabilities and other obligations of
Christiana, TLC and their current and historical subsidiaries and predecessors
other than liabilities arising out of the certain assets that will be retained
by Christiana after the closing of the merger. See "Related Party Transactions".

VOTE REQUIRED

Weatherford. Weatherford's Amended and Restated By-laws provide that if a
majority of Weatherford's outstanding shares entitled to vote are present at its
special meeting, in person or by proxy, then there will be a quorum to transact
business. Under Weatherford's listing agreement with the NYSE, a majority of
Weatherford shares present, in person or by proxy, and entitled to vote must
approve the merger proposal.

At the close of business on the record date, there were 97,264,318 shares
of Weatherford common stock outstanding and entitled to vote at the Weatherford
special meeting. As of the close of business on the record date, Christiana held
4,386,762 shares of Weatherford common stock, representing an aggregate of
approximately 4.5% of the outstanding shares. In addition, directors and
officers of Weatherford and their affiliates, excluding Christiana, held
7,671,393 shares of Weatherford common stock, representing an aggregate of
approximately 7.8% of the outstanding shares. These directors and officers have
indicated that they intend to vote their shares to approve and adopt the merger
proposal. In addition, Christiana intends to vote its 4,386,762 shares of
Weatherford common stock to approve the merger.

Christiana. Under Wisconsin law, both the holders of 80% of the outstanding
shares of Christiana common stock and two-thirds of the shares of Christiana
common stock other than shares held by the Lubar family must approve and adopt
the merger proposal. This means at least 31.6% of the shares of Christiana
common stock other than shares held by the Lubar family must approve the merger.

At the close of business on the record date, there were 5,149,330 shares of
Christiana common stock outstanding and entitled to vote at the Christiana
special meeting. At the close of business on the record date, the directors and
officers of Christiana and their affiliates held 3,445,932 shares of Christiana

25
<PAGE> 29

common stock, representing an aggregate of approximately 67% of the outstanding
shares. These directors and officers indicate they will vote their shares to
approve the merger proposal.

VOTING AND REVOCATION OF PROXIES

Management will vote all properly executed proxies that are not revoked at
the special meetings in accordance with the instructions contained therein. If
you execute and return a proxy and do not specify otherwise, the shares
represented by your proxy will be voted "FOR" approval and adoption of the
merger proposal in accordance with the recommendation of the Weatherford Board
of Directors and the Christiana Board of Directors, as applicable. If you check
the abstention box on the proxy card or fail to return the proxy card, it has
the same effect as voting against the merger proposal and the proposal relating
to any adjournments of the respective special meeting. You may revoke your proxy
at any time before it is voted at the respective special meeting by executing
and returning a proxy bearing a later date, by filing written notice of such
revocation with the Secretary of Weatherford or Christiana, as appropriate,
stating that you revoke the proxy or by attending the special meeting and voting
in person.

Under NYSE rules, brokers may not submit proxies authorizing a vote on the
merger proposal without specific instructions from beneficial owners. An
abstention will have the effect of a vote against the merger proposal. A broker
nonvote will have the effect of a vote against the merger proposal. Under
Delaware law and Wisconsin law, both abstentions and broker nonvotes contained
on a returned proxy card will be considered present for purposes of determining
the existence of a quorum at the Weatherford special meeting or the Christiana
special meeting.

SOLICITATION OF PROXIES

Weatherford retained Georgeson & Company, Inc., to help it solicit proxies
at a cost of $6,500 plus expenses. Christiana retained D.F. King & Co. to help
it solicit proxies at a cost of $7,500 plus expenses. In addition to
solicitation by mail, the directors, officers and employees of Weatherford and
Christiana may solicit proxies from their respective stockholders by personal
interview, telephone, facsimile or otherwise.

Christiana will bear the costs incurred in soliciting the proxies from both
the Weatherford and Christiana stockholders. We will both arrange for brokerage
firms and other custodians, nominees and fiduciaries who hold the voting
securities of record to forward the solicitation materials to the beneficial
owners of those securities. We will reimburse such brokers, custodians, nominees
and fiduciaries for the reasonable out-of-pocket expenses they incur in
forwarding these solicitation materials.

DISSENTERS' RIGHTS

Under Delaware law, the holders of Weatherford common stock who object to
the merger proposal or abstain from voting in favor of the merger proposal will
not have any appraisal rights or right to receive cash for their shares of
Weatherford common stock and Weatherford does not intend to make any such rights
available to its stockholders.

Under the provisions of Wisconsin law, any Christiana shareholder who
dissents from the merger will have a statutory right to demand the "fair value"
of such shareholder's Christiana common stock in cash. To exercise this right,
such shareholder must not vote its shares in favor of the merger and must take
certain other actions required by the provisions of Subchapter XIII of the
Wisconsin Business Corporation Law. See "The Merger -- Dissenters' Rights".

OTHER MATTERS

As of the date of this joint proxy statement/prospectus, the Weatherford
Board of Directors and the Christiana Board of Directors do not know of any
business to be presented at their respective special meetings other than as
stated in the notices accompanying this joint proxy statement/prospectus. If any
other matters should properly come before the respective special meetings,
including a proposal to adjourn such special meetings, management intends to
vote the shares represented by the proxies with respect to such matters
according to its judgement as to the merits of such matters.

26
<PAGE> 30

BACKGROUND OF THE TRANSACTION

On June 30, 1995, Weatherford acquired Prideco, Inc. ("Prideco") from
Christiana and other stockholders of Prideco in consideration for the issuance
of approximately 4.5 million shares of Weatherford common stock. As part of this
acquisition, Christiana received 3,897,462 shares of Weatherford common stock
and Sheldon Lubar, Chairman of the Board of Christiana, was appointed to the
Board of Directors of Weatherford. Christiana also was given the right to name a
nominee for election to the Board of Directors of Weatherford as long as
Christiana's interest in Weatherford was equal to at least 8% of the outstanding
shares of Weatherford common stock.

In earlier years, Christiana developed commercial and residential
properties, including projects in California, Nevada, Georgia and Texas. In
1987, the Christiana Board of Directors decided that the Company should be
involved in other businesses, because of the opportunity for more favorable
returns. Consequently, Christiana began a program of disposing of its real
estate properties and reinvesting its available cash into other businesses,
including TLC's warehousing and logistics business. As a result of this internal
restructuring, Christiana consisted primarily of two unrelated assets:

- Its warehousing and logistics business.

- Its Weatherford shareholdings.

Christiana's Board of Directors considered it desirable to separate the two
operations in order that Christiana be viewed as either a warehousing and
logistics business or a company involved in the engineered oilfield tools and
equipment business by virtue of its Weatherford shareholdings. Over the past
year, the value of Christiana stock in the market reflected primarily the
underlying asset value of its Weatherford shareholdings and did not adequately
reflect the value of its warehousing and logistics business. The Christiana
Board was aware that a sale of the warehousing and logistics business would
likely result in Christiana becoming a single business holding company and
subjecting Christiana to investment company regulations, which was not an
objective of the Christiana Board. Further, if the shares of Weatherford common
stock were sold or distributed to the Christiana shareholders, significant taxes
would be incurred at the corporate level and further at the shareholder level.
The Christiana Board considered, but rejected, an outright sale of Christiana,
because this would transfer ownership, but not separate the two businesses. The
Board considered, but rejected, a sale of TLC's warehousing and logistics
business, because the result would leave Christiana as a nonoperating holding
company. The Christiana Board also considered, but rejected, a sale of the
Weatherford shareholdings, because of Christiana's view as to the future
potential for increase in the value of the asset and the substantial
corporate-level tax that would result from such a sale. The Christiana Board
ultimately determined that a tax free merger would accomplish many of the
objectives described above.

In early June 1997, Mr. Lubar informally advised Christiana Board members
that he intended to approach Weatherford to inquire as to Weatherford's interest
in acquiring Christiana. The Christiana Board members informally concurred that
this was appropriate and requested that Mr. Lubar keep them advised and schedule
a formal meeting at an appropriate date to discuss such matter. At this time
there was no intention on the part of Mr. Lubar or any other officer or director
of Christiana or TLC to purchase TLC. Christiana, however, was not certain that
Weatherford would be willing to acquire Christiana with a controlling management
interest in TLC. In considering a possible acquisition of Christiana by
Weatherford, the Christiana Board of Directors took into account that if
Weatherford were not willing to acquire a controlling management interest in
TLC, Christiana would be required to dispose of a controlling interest in TLC
prior to the acquisition. In such case, the Lubar family and members of
Christiana and TLC management were willing to consider purchasing such portion
if that became necessary to complete a merger with Weatherford.

On June 19, 1997, Messrs. Sheldon Lubar and Donovan sent a memorandum to
Messrs. Brady, Nicholas and David Lubar describing in more detail the
restructuring of Christiana focusing on providing shareholders with enhanced
value in a tax efficient manner. The valuation of the components of Christiana,
as well as tax liabilities and the basis of Christiana's assets, were
considered. Messrs. Brady, Nicholas,

27
<PAGE> 31

D. Lubar, S. Lubar and Donovan conferred by telephone on June 20, 1997 and
concurred that a tax free merger with Weatherford was desirable. Messrs. S.
Lubar and Donovan advised the other directors that a meeting was scheduled with
Mr. Bernard Duroc-Danner, President of Weatherford, on June 23, 1997, in
Milwaukee, Wisconsin, and discussed with them the basis upon which a merger with
Weatherford would be most beneficial to Christiana shareholders.

In early June 1997, Mr. Lubar approached Mr. Duroc-Danner to inquire as to
Weatherford's interest in acquiring Christiana in a tax free merger. At a
meeting held in Milwaukee on June 23, 1997, at which Messrs. Lubar, Donovan and
Duroc-Danner were present, the parties discussed the possible acquisition.
Messrs. Lubar and Donovan expressed flexibility from Christiana's standpoint as
to the structure of the transaction and the mix of the consideration between
stock and cash that would be received by the Christiana shareholders. Following
that meeting, Weatherford and Christiana directed their legal and tax advisors
to review the possibility of an acquisition of Christiana by Weatherford and any
issues relating thereto.

Following a review of issues involved in an acquisition by Weatherford of
Christiana, in July 1997, Mr. Duroc-Danner advised Mr. Lubar of Weatherford's
management's interest in Weatherford pursuing a possible acquisition of
Christiana on appropriate terms, including, specifically, an acquisition that
would not be dilutive to Weatherford's per share earnings or cash flow and that
would not involve Weatherford's full ownership and management of Christiana's
warehousing and logistics business, and that the ownership and management of
Christiana's warehousing and logistics business would be inconsistent with the
operations of Weatherford and Weatherford's focus on the oilfield manufacturing
and service business. Weatherford also advised Christiana that Weatherford would
need to receive confirmation that an acquisition of Christiana by Weatherford
would not adversely affect Weatherford's ability to consummate any future
acquisition that would be accounted for as a pooling of interests, in particular
Weatherford's then pending acquisition of XLS Holding, Inc. ("XL").

Following these discussions, Messrs. Duroc-Danner and Lubar agreed that the
most appropriate structure for an acquisition by Weatherford of Christiana would
involve a transaction in which a controlling interest in TLC's business would be
sold to another entity for cash prior to Weatherford's acquisition and the
consideration that would be paid to the Christiana shareholders in the
acquisition would consist solely of a number of shares of Weatherford common
stock equal to the number of shares of Weatherford common stock held by
Christiana and an amount of cash not greater than the amount of cash held by
Christiana in excess of its existing obligations.

During discussions with Weatherford, Mr. Lubar routinely advised Christiana
directors regarding such discussions. Informal Christiana Board communications
consisted primarily of individual telephone calls between Mr. Sheldon Lubar and
Messrs. Nicholas F. Brady and Albert O. Nicholas, Christiana directors. Messrs.
Sheldon Lubar, David Lubar, a Christiana director, and William T. Donovan,
Christiana's President and a director, had extensive discussions on a daily
basis during these periods. Mr. Donovan also had telephone conversations with
the other Christiana directors, Messrs. Brady and Nicholas, and with John R.
Patterson and Gary R. Sarner, to discuss progress and solicit input in the
evaluation process and to update the Christiana Board on negotiations with
Weatherford. Although members of the Christiana Board were consulted during this
process, Christiana did not hold any meetings of the Board in person or
telephonic meetings of the Board relating to the merger at this time.

During the course of the negotiations, Weatherford imposed additional
requirements in connection with any proposed transaction, including the
following:

- The entity that would acquire a controlling interest in TLC must be a
creditworthy entity acceptable to Weatherford, because such an entity
must assume significant liabilities in connection with Christiana's and
TLC's present and prior businesses.

- The acquiring entity must agree to certain operational restraints in
order to increase the likelihood that such an entity would be able to
satisfy all assumed liabilities.

- A substantial holdback be available as security for such assumption of
liabilities.

28
<PAGE> 32

The imposition of each of the foregoing decreased the desirability of the
transaction to Christiana. In periodic telephone conversations with Messrs.
Nicholas and Brady and in frequent conversations with Messrs. Patterson and
Sarner, Messrs. Lubar and Donovan advised them of the increasing requirements of
Weatherford. On numerous occasions the directors were asked their opinion of
whether the conditions imposed by Weatherford were decreasing the desirability
of Christiana's completing a proposed transaction. The conclusion reached in the
discussions with the directors was that Messrs. Lubar and Donovan should
continue the negotiations, making as few concessions as possible.

During this interaction with Christiana Board members, Messrs. Lubar and
Donovan gave special attention to the views of Messrs. Nicholas and Brady,
because each owned a significant interest in Christiana, but were not employees.
While neither director was directly involved in negotiations with Weatherford,
they were advised as to the increasing conditions required by Weatherford as the
basis for a contemplated transaction. The views of Messrs. Nicholas and Brady of
the negotiations was important for Christiana, because, without their
concurrence, Messrs. Lubar and Donovan decided that they would not proceed with
a transaction with Weatherford.

In conversations with the other Christiana directors, Messrs. Lubar and
Donovan specifically discussed the appropriateness of a payment of $10.67
million to be paid to Christiana for a two-thirds interest in TLC. In
particular, Messrs. Donovan, Sarner and Patterson considered the operations of
TLC and the impact on its liabilities, including the liabilities that it would
have to assume in order to satisfy Weatherford's requirements and the
operational restrictions under which it would have to operate in order to
satisfy Weatherford. Messrs. Lubar and Donovan concluded that it was highly
unlikely that any outside party would be willing to enter into a transaction on
a basis acceptable to Weatherford. For these reasons they concluded that $10.67
million cash for a two-thirds interest in TLC was appropriate. The
appropriateness of the $10.67 million payment by C2 for a two-thirds interest in
TLC and the adequacy and fairness of that payment was discussed and approved by
the full Christiana Board of Directors at its meeting held on November 21, 1997.

No alternative acquisition structures were discussed or considered in that
the above form of transaction was the only form of transaction that would meet
the objectives of Weatherford in the transaction. The specific amount of cash
that would be provided to the Christiana shareholders in such a transaction was
not agreed to at that time. Because of Mr. Lubar's interest in both Christiana
and Weatherford, as well as Christiana's ownership interest in Weatherford, Mr.
Duroc-Danner advised Mr. Lubar that he believed that the review of the
transaction and the determination of the consideration to be received should be
approved and considered by a special committee of Weatherford.

The Christiana Board of Directors did not consider a sale of all of TLC to
facilitate Weatherford's desire not to acquire a controlling interest in TLC
because:

- Such a sale could have impacted the ability to effect the merger as a
partially tax free reorganization.

- Weatherford required Christiana to have assets other than Weatherford
common stock at the time of the merger in order to proceed with the
proposed transactions.

The Christiana Board also did not consider an auction of the two-thirds
interest in TLC that Weatherford did not wish to acquire because of the
perceived difficulty that would be involved in selling only a portion of the
ownership interest in TLC. In particular, the Christiana Board of Directors
believed that the indemnification requirements, the distribution, operation and
management restrictions and the tag-along and change in control provisions and
Weatherford put rights would materially reduce the desire of a third party to
acquire an interest in TLC and would affect materially the consideration that
would be received. Accordingly, the Christiana Board of Directors concluded that
a sale of a two-thirds interest in TLC to Mr. Lubar or one or more of his
affiliates at a fair price reflecting these restrictions would be in the best
interest of Christiana in that it would allow Christiana to effect the merger
with Weatherford and receive a fair value for the interest in TLC that
Weatherford was not willing to acquire. Mr. Lubar, in his

29
<PAGE> 33

capacity both as a director of Christiana and a potential interested party
through his agreement to assist in the funding of C2, took part in these
discussions with the Christiana Board.

To facilitate the consideration of a possible acquisition of Christiana by
Weatherford, Messrs. Lubar and Donovan on behalf of Christiana proposed to
Weatherford that the consideration to be paid by Weatherford in the acquisition
would consist of the following:

- A number of shares of Weatherford common stock equal to the number of
shares of Weatherford common stock held by Christiana.

- An amount of cash equal to the amount of cash of Christiana in excess of
Christiana's fixed liabilities, including $20.0 million from a cash
dividend that would be paid by TLC to Christiana prior to the sale of a
two-thirds interest in TLC and approximately $10.67 million cash to be
paid to Christiana for such two-thirds interest in TLC.

This proposal also contemplated that, following the acquisition, Christiana's
only assets would consist of the shares of Weatherford common stock then
currently held by Christiana, a one-third interest in TLC following the $20.0
million distribution and cash equal to the amount of cash payable by Weatherford
to the Christiana shareholders in the merger. Mr. Lubar also advised Weatherford
and Christiana that to facilitate the transaction, he and his affiliates would
be willing to acquire the two-thirds interest in TLC at the $10.67 million price
and cause the acquiring entity and TLC to assume certain obligations of
Christiana.

Mr. Lubar decided that $10.67 million for a two-thirds interest in TLC was
a fair price. This price for a two-thirds interest would correspond to a price
for 100% of the equity interest in TLC of $16.0 million. Christiana's management
and Board determined the $16.0 million equity value principally by employing a
multiple of "operating cash flow" produced by the business of TLC. "Operating
cash flow" was generally considered to be earnings before interest, taxes,
depreciation and amortization. In fiscal 1997, TLC produced $13.1 million in
"operating cash flow". The multiple employed to determine the total enterprise
value was six, which was based on the assessment of Christiana's management and
Board of the various components of TLC's earnings, i.e., transportation, dry
public warehousing, public refrigerated warehousing and international services.
No financial analysts were consulted in determining such price. This produced an
enterprise value for TLC of $78.6 million from which the anticipated level of
debt of $63.0 million was subtracted, giving an equity value of TLC of $15.8
million (rounded up to $16.0 million). Two-thirds of this value is $10.67
million. The consideration as to the appropriate cash flow multiple of six for
purposes of the calculation of the purchase price for a two-thirds interest in
TLC and the anticipated level of debt was determined by Mr. Donovan on behalf of
Christiana and C2 and conveyed to the full Christiana Board of Directors.
Afterward, the Christiana Board of Directors took into account the advice of Mr.
Donovan with respect to such cash flow multiple when it approved the transaction
at the meeting held on November 21, 1997. The Board of Directors of Christiana
concluded that a higher price for TLC would not be warranted for a number of
reasons, including the following:

- TLC would be required to assume debt of approximately $63.0 million, in
part to pay a cash dividend of $20.0 million to Christiana.

- While the proposed sale price of the two-thirds interest in TLC was
approximately $4.54 million less than its book value as of June 30, 1997,
the Christiana Board of Directors believed that the liability assumption
obligations and restrictions imposed by Weatherford supported a sale below
book value. The Christiana Board of Directors, however, also believed that
the cost to Christiana for disposing of such interest at that price
represented a fair discount for the assumption of obligations and
restrictions imposed by Weatherford. The Christiana Board of Directors
further believed that any lower amount of consideration that would be
received by the Christiana shareholders from the proposed sale of the
two-thirds interest in TLC in the manner contemplated was more than offset
by the benefits to be realized by the Christiana shareholders in the
merger and their receipt of Weatherford common stock in a tax free manner.

30
<PAGE> 34

- The purchasing entity and TLC would be required to assume various
contingent and unquantifiable liabilities, including liabilities related
to the historical operations of Christiana, TLC and other companies
formerly owned by Christiana.

- TLC would be required to restrict its operational activities for the
benefit of Weatherford and consequently would not have complete freedom in
connection with its business operations. Such restrictions were expected
to include prohibitions on any of the following without approval by
Weatherford: cash distributions, noncash distributions, acquisitions,
liquidation and compensation. These restrictions were eventually agreed
upon in the operating agreement to govern TLC following the transaction.
See "Related Party Transactions -- Terms of the Operating Agreement".

- No right was available to acquire the remaining one-third interest in
TLC.

- It was contemplated that Weatherford would have the ability to put its
one-third interest to TLC, thereby decreasing the value of TLC.

Weighing the above factors, the price of $10.67 million for a two-thirds
interest in TLC was the highest price Mr. Lubar thought appropriate.
Furthermore, considering that the purchasing entity would have to be acceptable
to Weatherford, Mr. Lubar felt it highly unlikely that a transaction could be
concluded with any other entity paying the same or higher price for the
two-thirds interest in TLC. Mr. Lubar reached this conclusion because, in order
to conclude a transaction on such a basis, any acquirer would have to meet the
following criteria:

- Be acceptable to Weatherford from a financial and operational standpoint.

- Be willing to assume indemnity obligations to Weatherford relating to the
historical operations of TLC, Christiana and other companies formerly
owned by Christiana.

- Be willing to acquire less than a 100% interest in TLC.

- Be willing to accept a put obligation on the one-third interest retained
by Christiana.

- Be willing to accept restricted operational activities.

Mr. Lubar considered the chances of fulfilling the above conditions remote. As a
result, no consideration was given by the Christiana Board of Directors to a
sale of TLC to a bidder other than Weatherford.

The Christiana Board of Directors also determined that a discount of $4.54
million off the then existing book value for a two-thirds interest in TLC was an
appropriate discount for a sale of a two-thirds interest in TLC to C2 (and Mr.
Lubar through his proposed interest in C2) due to the fact that a two-thirds
interest in TLC would be generally illiquid and the factors considered by Mr.
Lubar described in the second through fifth clauses in the prior paragraph.
Although the impact of these factors was not subject to precise quantification,
the Christiana Board of Directors believed that the discount, which was in large
part reflective of the six times cash flow multiple discussed and suggested by
Mr. Donovan as described above, was fair to the Christiana shareholders.

In July 1997, Mr. Donovan commenced discussions with investment bankers
regarding potential financial advisory roles. These discussions culminated with
the retention of Prudential Securities on November 24, 1997 as financial advisor
to Christiana.

On August 14, 1997, Mr. Lubar advised the Christiana Board of Directors of
the potential for a merger with Weatherford. The Christiana Board determined
that it was not necessary to appoint a special committee at that time, even
though Mr. Lubar was expected to own a significant interest in an entity that
would purchase TLC in connection with the merger. The Christiana Board noted
that the outside directors, Messrs. Nicholas and Brady, were in favor of the
prior merger agreement and that the prior merger agreement would not be approved
without their concurrence. The views of Messrs. Nicholas and Brady were
especially important for two reasons. First, unlike the other directors, they
were not employed by Christiana or TLC. Second, each held a significant interest
in Christiana (9.9% in the aggregate) and therefore their interests would be
aligned with other shareholders. The directors decided that it was

31
<PAGE> 35

important for all shareholders to know how each director voted on this issue.
Each director voted in favor of continuing the negotiations. Because the two
unaffiliated directors, Messrs. Nicholas and Brady, voted in favor of continuing
the negotiations, Messrs. Lubar and Donovan had sufficient authority under
applicable Wisconsin law to proceed even though the "affiliated" directors
voted. During this period and until the November 21, 1997 Christiana Board
meeting at which the Board of Directors of Christiana approved the merger,
Messrs. Lubar and Donovan kept the Christiana Board advised of the progress of
negotiations, including specifically the outside directors, Messrs. Nicholas and
Brady.

After having been advised by Weatherford that Weatherford would be
interested in owning only a one-third interest in TLC, Christiana and its Board
of Directors began to consider what entity would own the remaining two-thirds
interest in TLC.

On August 21, 1997, at the recommendation of Mr. Duroc-Danner, the Board of
Directors of Weatherford appointed a special committee of the Board of Directors
of Weatherford consisting of Sheldon S. Gordon, a former director of
Weatherford, and Robert A. Rayne (the "Weatherford Special Committee") to review
the Christiana proposal. Following that appointment, the Weatherford Special
Committee directed Fulbright & Jaworski L.L.P., Weatherford's outside counsel
("Fulbright & Jaworski"), to begin negotiations with Christiana of an
acquisition on terms satisfactory to Weatherford.

In early September, Fulbright & Jaworski and Foley & Lardner, outside
counsel to Christiana, began negotiations for the acquisition. In late
September, Weatherford advised Christiana that in light of a number of
transactions that Weatherford was then pursuing, in particular, its proposed
acquisitions of BMW Monarch (Lloydminster) Ltd. and BMW Pump, Inc.
(collectively, "BMW") and Trico Industries, Inc. ("Trico"), Weatherford was not
in a position at that time to devote the time and resources necessary to pursue
the acquisition of Christiana and that further negotiations would need to be
delayed until a later date.

On October 1, 1997, Mr. Donovan was approached by another entity inquiring
about a potential interest in TLC. This entity was an entity known to Mr.
Donovan to have recently acquired a majority interest of a company involved in
the public refrigerated warehousing and logistics industry. Mr. Donovan
discussed with representatives of this entity the key elements of the
contemplated transactions with Weatherford. Such potential purchaser indicated
that it was not interested in considering such a transaction, primarily because
of the indemnification provisions, the lack of a right to acquire the minority
interest to be held by Weatherford and the operating restrictions imposed on
TLC.

On October 8, 1997, following the execution of definitive agreements for
the acquisitions of Trico and BMW, Mr. Duroc-Danner met in Milwaukee with
Messrs. Lubar and Donovan to discuss the status and expected timing of
Weatherford's review of the Christiana acquisition. Mr. Duroc-Danner
subsequently contacted the members of the Weatherford Special Committee and
suggested a November 11, 1997, meeting to review and discuss the terms and
structure of the proposed transactions. Weatherford and Christiana then directed
their advisors to resume negotiations of documentation.

On November 7, 1997, Weatherford engaged Morgan Stanley to provide
Weatherford with a fairness opinion on the proposed transactions.

On November 11, 1997, the Weatherford Special Committee met in London with
Mr. Duroc-Danner, James G. Kiley, Vice President and Chief Financial Officer of
Weatherford, and representatives of Fulbright & Jaworski and Morgan Stanley to
review the status and structure of the proposed transactions. At this meeting,
the Weatherford Special Committee reviewed the outstanding issues with respect
to the proposed transactions and the financial impact to Weatherford thereof as
well as drafts of documents for the proposed transactions. The Weatherford
Special Committee also reviewed various due diligence matters relating to
Christiana and TLC, including the historical businesses of Christiana, various
matters relating to the prior ownership of real property by Christiana in
California, the status of various lawsuits then pending against Christiana,
including a class action lawsuit involving a prior real estate development in
California that has since been settled, and other customary matters involving
the historical business and operations of Christiana and its subsidiaries.

32
<PAGE> 36

Following the conclusion of the November 11, 1997 meeting of the
Weatherford Special Committee, the members of the Weatherford Special Committee
contacted Mr. Lubar to discuss proposed changes in the terms of the proposed
transactions. Weatherford and Christiana advisers then continued negotiation of
the terms of the proposed transactions, including the following:

- That $10.0 million cash be retained by Christiana to be available to pay
any unpaid indemnity claims under the TLC purchase agreement.

- That $10.0 million of the cash consideration proposed by Christiana to be
paid in the merger be deferred for five years without interest and be
subject to reduction for any liabilities or unpaid indemnity claims that
may be paid by Weatherford or Christiana.

- That Christiana pay all printing and proxy solicitation costs as well as
Weatherford's filing fees with the Commission and under the HSR Act and
all costs and expenses for blue sky and state securities law filings.

- That the value of various tax benefits associated with the exercises and
termination of options by Christiana prior to the merger be provided to
Weatherford without offset for other income by Christiana.

- That Christiana obtain a solvency opinion with respect to the proposed
transactions.

- That various protections be incorporated in the operating agreement to
protect Christiana's minority interest in TLC following the merger.

- That C2 be responsible for the indemnification of the historical
liabilities and obligations of Christiana and its current and historical
subsidiaries and predecessors under the TLC purchase agreement as well as
be responsible to purchase Christiana's one-third interest in TLC if
Christiana were to elect to sell its one-third interest in TLC five years
after the closing.

The Weatherford Special Committee requested a solvency opinion because of
the various loans that were anticipated to be made to TLC to fund a portion of
the cash dividend to be made by TLC to Christiana as a condition to the merger
and given that the TLC sale involved a transaction among affiliated parties, an
independent third-party solvency opinion would provide support that the TLC sale
would not constitute a fraudulent transfer. Weatherford also conducted various
additional due diligence regarding the litigation described above. Except for
the class action lawsuit, which was subsequently settled, no known material
liabilities or contingencies were identified during the due diligence process.

Further negotiations between the representatives of Weatherford and
Christiana with respect to open points under the agreements continued through
the month of November.

On November 21, 1997, the Board of Directors of Christiana met to consider
the proposed transactions. At this meeting, representatives of Foley & Lardner
and Christiana management provided presentations to the full Board of Directors
describing the proposed transactions and the financial, legal and other effects
of the proposed transactions on Christiana. The Board considered the advantages
of the following:

- A separation of Christiana's two principal assets, its 3,897,462 shares
of Weatherford common stock and TLC, including permitting Christiana
shareholders to make more focused investment decisions based on the
specific attributes of Weatherford and Christiana, as discussed more
fully under "Christiana's Reasons For the Transaction".

- The fair value Christiana shareholders would receive in the merger in the
form of the Weatherford share consideration, the cash consideration and
the $10.0 million contingent cash payment.

- The tax free nature of the Weatherford share consideration to Christiana
shareholders.

- The right of each Christiana shareholder to purchase his or her pro rata
interest in C2 and thereby maintain an ownership interest in TLC. The
Board also determined that a fairness opinion from Prudential Securities,
based on the terms described at the meeting, would be necessary.

33
<PAGE> 37

The Christiana Board also considered the cost to the Christiana
shareholders in connection with the merger, including, specifically, that the
merger would preclude other alternatives in the future, that the $10.0 million
contingent cash payment would not bear interest, that Christiana (which
following the merger will be a wholly owned subsidiary of Weatherford) would
retain a one-third interest in TLC and the cost associated with converting the
TLC business to the business of C2. The Christiana Board further considered that
the proposed transactions would increase the exposure of Christiana shareholders
to fluctuations in the price of Weatherford common stock, as described more
fully in "Christiana's Reasons For the Transaction". The Christiana Board,
nevertheless, considered that the advantages outweighed such disadvantages. In
considering the proposed transactions, the Christiana Board of Directors also
noted that the potential tax benefits that could be realized by Christiana (and
therefore accruing to the benefit of Christiana's shareholders through the
elimination of double taxation) through the merger (versus other alternatives)
ranged from $57.8 million on August 14, 1997, the date of the Christiana Board's
first meeting to consider the potential for a merger with Weatherford, to $72.0
million on November 21, 1997, the date the Christiana Board approved the merger,
and, based on its favorable outlook on Weatherford common stock, the Christiana
Board expected these tax benefits to increase. Except for the quantification of
these tax benefits and its analysis of the potential value of TLC as described
above, the Christiana Board of Directors did not assign values or quantify
further its analysis of the transaction. Following these presentations and
discussions at the November 21, 1997 Board meeting, the Board of Directors of
Christiana unanimously approved the prior merger agreement and related
transactions (including, specifically, the sale of two-thirds of TLC to C2) and
determined that the prior merger agreement and related transactions were in the
best interest of Christiana and fair to the Christiana shareholders, including
the unaffiliated shareholders.

A special committee of the Christiana Board was not established at the time
of the November 21, 1997 Board meeting because the Christiana Board noted that
the two outside directors, Messrs. Nicholas and Brady, who were present and
voting, approved the prior merger agreement and related transactions and
concluded that the merger pursuant to the prior merger agreement and related
transactions were in the best interest of Christiana. The views of Messrs.
Nicholas and Brady were especially important to Christiana for two reasons.
First, unlike the other directors, they were not employed by Christiana or TLC.
Second, each held significant interest in Christiana (9.9% in the aggregate) and
therefore their interests would be aligned with other shareholders. Because the
two unaffiliated directors, Messrs. Nicholas and Brady, voted in favor of the
merger pursuant to the prior merger agreement and related transactions, Messrs.
Lubar and Donovan had sufficient authority under applicable Wisconsin law to
proceed even though the "affiliated" directors voted. This approval was subject
to the finalization of the documentation relating to the proposed transactions,
the receipt of the opinion of Prudential Securities as to the fairness, from a
financial point of view, of the proposed transactions to the shareholders of
Christiana (the "Prudential Securities Opinion"), satisfaction of other closing
conditions and approval of the final documentation for the merger pursuant to
the prior merger agreement by the President of Christiana.

The Christiana Board of Directors did not believe that it was necessary to
engage an independent third party to conduct an analysis as to the appropriate
valuation of the two-thirds interest in TLC proposed to be sold to C2 on the
basis that the Board was familiar with the business of TLC and had historical
expertise and knowledge as to financial matters. In addition, the Board of
Directors believed that, by providing the Christiana shareholders with the right
to invest in C2, the need and expense of obtaining a third party independent
valuation of TLC was not in the interest of the Christiana shareholders and
would not have provided any additional meaningful basis for determining the
fairness of the transaction to Christiana.

To assure the fairness of the proposed sale of TLC to C2 at the price
contemplated by the TLC purchase agreement, Christiana required C2 to offer to
the Christiana shareholders the right to participate and invest in C2 on the
same terms and conditions as the Lubar family. Christiana also required
Weatherford to agree to procedural terms relating to the payment of the cash
consideration that would allow the Christiana shareholders to apply the cash
consideration payable to them directly toward the purchase of shares of C2
common stock. The Christiana Board of Directors believes that this right to
participate in the ownership of C2 common stock provides substantial procedural
fairness to the proposed

34
<PAGE> 38

sale of TLC and allows the Christiana shareholders to continue to participate in
the ownership of TLC if they so desire.

On December 1, 1997, the Weatherford Special Committee met to review the
prior merger agreement. At this meeting, representatives of Fulbright & Jaworski
and Morgan Stanley provided to the Weatherford Special Committee an updated
summary of the financial, legal and other effects of the proposed transactions.
The terms of the documentation were also reviewed. Morgan Stanley further
advised the Weatherford Special Committee that it was prepared to deliver its
fairness opinion if the proposed transactions were to be effected on the terms
described at the meeting. A draft of the fairness opinion was provided and
reviewed by the Weatherford Special Committee. After discussion, the Weatherford
Special Committee determined that the proposed transactions were desirable for
Weatherford and that it would recommend to the full Board of Directors of
Weatherford that the prior merger agreement be approved.

Later on December 1, 1997, the Board of Directors of Weatherford met to
consider the prior merger agreement. At this meeting, representatives of
Fulbright & Jaworski and Morgan Stanley provided presentations to the full Board
of Directors describing the proposed transactions and the financial, legal and
other effects of the proposed transactions on Weatherford. The Weatherford
Special Committee also provided a report to the Weatherford Board of Directors
outlining its findings and recommendations. Morgan Stanley further advised the
Weatherford Board of Directors that it was prepared to deliver its opinion as to
the fairness, from a financial point of view, of the consideration to be paid by
Weatherford pursuant to the Prior merger agreement (the "Morgan Stanley
Opinion"), if the proposed transactions were to be effected on the terms
described at the meeting. A draft of that opinion was provided to the Board of
Directors. Following these presentations, the Board of Directors of Weatherford,
with Mr. Lubar abstaining from voting, unanimously approved the merger pursuant
to the prior merger agreement and determined that the merger pursuant to the
prior merger agreement was in the interest of Weatherford. This approval was
subject to the finalization of the documentation relating to the proposed
transactions, the receipt of the Morgan Stanley opinion, satisfaction of certain
other conditions and approval of the final documentation for the proposed
transactions by the Weatherford Special Committee.

From December 1, 1997, through December 12, 1997, the final terms of the
prior merger agreement were negotiated between Weatherford and Christiana.

On or about December 11, 1997, C2 was formed for the purpose of acquiring
the two-thirds interest in TLC.

On December 12, 1997, the Weatherford Special Committee approved the final
terms of the prior merger agreement and Morgan Stanley delivered its oral
opinion to the Weatherford Special Committee with respect to the prior merger
agreement, which was subsequently confirmed in writing.

On December 12, 1997, the President of Christiana approved the final terms
of the prior merger agreement and Prudential Securities advised the President
that it was in a position to deliver its opinion to the effect that the
transaction was fair, from a financial point of view, to the shareholders of
Christiana. For the purposes of the Prudential Securities Opinion, the
transaction is defined as the merger, the TLC sale and the C2 offering.

On December 15, 1997, we executed the prior merger agreement and TLC
purchase agreement.

On April 9, 1998, Mr. Duroc-Danner advised Mr. Lubar that Weatherford would
be unable to consummate the merger until mid July 1998 because of an accounting
requirement that would not allow Weatherford to account for the merger of EVI,
Inc., the predecessor of Weatherford, with Weatherford Enterra, Inc. as a
"pooling of interests" if the merger were to close prior to Weatherford's
publication of 30 days of combined results with Weatherford Enterra, Inc. This
delay would have allowed both Christiana and Weatherford to terminate the prior
merger agreement after June 30, 1998. Messrs. Duroc-Danner and Lubar agreed that
it would be desirable to amend the prior merger agreement to extend the
termination date. In connection with such amendment, Christiana requested that
other modifications be made to the prior merger agreement and the TLC purchase
agreement to provide for the payment of the $10.0 million contingent cash
payment after four years, greater operational flexibility and certain clarifying
changes.

35
<PAGE> 39

On April 29, 1998, the Weatherford Special Committee considered the
requests by Christiana and approved an amendment to the prior merger agreement
and the TLC purchase agreement that:

- Extended the termination date of the prior merger agreement to October
31, 1998.

- Allowed for the payment of the $10.0 million contingent cash payment on
the earlier of:

- The fifth anniversary of the closing of the merger.

- The date that Christiana received consideration with a fair market
value of $20.0 million or more in connection with a sale of its
one-third interest in TLC.

The inclusion of the early $10.0 million contingent cash payment provision
was agreed to in order to allow the Christiana shareholders to receive such
funds if Weatherford has received sufficient funds in respect of Christiana's
interest in TLC that is substantially in excess of the $10.0 million cash
required to be retained by Christiana after the merger. The amendment also
clarified certain provisions of the TLC purchase agreement, in particular
Christiana's "participation rights" in the event of a "change of control" of C2.
The principal change was that no "change in control" would be deemed to occur if
the Lubar family retains at least a 25% voting and ownership interest in C2 or
the resulting entity.

On May 12, 1998, Mr. Donovan telephoned the Christiana directors to advise
them of the proposed amendment. On May 13, 1998, Mr. Donovan substantively
described in writing the proposed amendment to the Christiana Board of
Directors. Directors approving the amendment were requested to sign and return a
consent action. The directors unanimously approved the amendment, which approval
was effective on May 15, 1998.

The amendment to the prior merger agreement and the TLC purchase agreement
was approved by the Weatherford Board of Directors upon the recommendation of
the Weatherford Special Committee by written consent, with Mr. Lubar executing
the consent only to comply with the requirements of Delaware law, but
effectively abstaining from voting. On May 25, 1998, the amendments to the prior
merger agreement and the TLC purchase agreement were executed.

On or about July 17, 1998, we mailed to our respective stockholders proxy
materials to vote upon the approval of the prior merger agreement. Subsequent to
the mailing of those materials, the market price of the Weatherford common stock
declined below $30 per share, the price at which Christiana shareholders could
receive shares of Weatherford common stock in a tax free manner. The impact of
this decline was that the shares of Weatherford common stock that would have
been issued in the merger could no longer be received by the Christiana
shareholders in a tax free manner. During the first week of August,
representatives of Christiana and Weatherford discussed various possible
amendments to the prior merger agreement that would have allowed the Weatherford
shares to be received in a tax free manner. The alternatives that were discussed
included a purchase of Weatherford common stock by Christiana, a purchase of
Weatherford common stock by Weatherford and a corresponding adjustment to the
cash and stock components of the merger, a dividend or distribution by
Christiana of some or all of its cash to its shareholders and a combination of
the foregoing. In reviewing these alternatives, we determined that these
alternatives would require new approvals by our shareholders and that there was
not sufficient time to obtain these approvals prior to the shareholder meetings
of Weatherford and Christiana that were scheduled to be held on August 17, 1998.

On August 7, 1998, the Board of Directors of Weatherford held a special
telephonic meeting to consider possible changes to the prior merger agreement to
allow the Weatherford shares to be received in a tax free manner. After
discussion of these matters and at the request of Christiana, no action was
taken by the Weatherford Board. The Weatherford and Christiana Boards also
determined that it would be in the best interest of their respective companies
to proceed with a vote of their stockholders on the prior merger agreement and
to monitor the market price of the Weatherford common stock to see if the price
of the Weatherford common stock would rise to above $29 per share so as to allow
the merger to be completed on its original terms.

36
<PAGE> 40

On August 17, 1998, the special meetings of the stockholders of Weatherford
and Christiana were held to consider and act upon the prior merger agreement. At
those meetings, the stockholders of Weatherford and Christiana overwhelmingly
approved the prior merger agreement with approximately 71% and 89% of the total
outstanding shares of Weatherford common stock and Christiana common stock,
respectively, voting in favor of the proposal. The percentage of Christiana
shares that voted in favor of the merger that were not held by the Lubar family
was approximately 98%.

Following the approval of the prior merger agreement, we agreed to continue
to monitor the market price of the Weatherford common stock to see whether or
not the price of the Weatherford common stock would rise to above $29 per share
so as to allow the merger to be completed on its original terms.

Given the overwhelming support of the Christiana shareholders in favor of
the merger, on or about September 11, 1998, Mr. Donovan met with Mr. Lubar to
explore modifications that would permit the transaction to close, but still on a
partially tax free basis. They agreed that any restructuring would have to have
a high degree of certainty that the transaction, as modified, would close. Mr.
Donovan and Mr. Lubar consulted with Christiana's legal counsel and accountants
concerning this matter. The alternatives considered by Messrs. Lubar and Donovan
were primarily focused on a purchase of shares of Weatherford common stock by
Christiana using Christiana's funds. They also considered the following:

- An alternative that would have had Weatherford purchase its own shares
prior to the merger with the cost of the purchase to be reduced from the
cash consideration.

- An alternative of a special dividend by Christiana.

They did not pursue the first alternative because of Weatherford's statements
that it would not agree to that type of transaction. They did not pursue the
second alternative because the special dividend would have been taxable to a
Christiana shareholder at ordinary income tax rates.

After giving consideration to the impact on Christiana of not pursuing a
merger with Weatherford, Mr. Donovan determined that the transaction would still
be partially tax free if Christiana used its cash to purchase additional shares
of Weatherford common stock, for which Christiana shareholders would receive
newly issued Weatherford common stock on a one-for-one basis. Mr. Donovan
concluded that, if Christiana made such purchases, Weatherford might be willing
to eliminate the $10.0 million contingent cash component of the original merger
proposal. This would benefit Christiana shareholders because these funds would
no longer be subject to contingent claims and because Christiana shareholders
would have more control over when they were taxed. Cash is taxed when received,
but Weatherford common stock is not taxed until sold, which is in a
shareholder's discretion. Christiana also determined that if a portion of its
cash were to be utilized to purchase shares of Weatherford common stock, the use
of that cash would enhance the likelihood that the merger could be effected on a
partially tax free basis in that the common stock component of the consideration
to be paid in the merger would increase and the cash component would decrease.
Christiana concluded that if it were to acquire Weatherford common stock with
the $10.0 million cash that was to be retained by Weatherford pursuant to the
original merger proposal, then the merger could be consummated even if the
market price of the Weatherford common stock at closing was lower. Christiana
also determined that if it spent an additional $5.0 million to purchase
Weatherford common stock, the price of Weatherford common stock could be even
lower and the merger could still be consummated.

Mr. Donovan and Mr. Lubar also concluded that the original reasons for the
merger as described in "Christiana's Reasons for the Merger" were still valid,
including, specifically, Christiana's interest in separating the large
Weatherford holdings from TLC and significantly increasing the marketability and
liquidity of the holdings of the Christiana shareholders.

On September 17, 1998, Mr. Donovan presented this matter to the Christiana
Board. The Christiana Board considered three courses of action:

- Continue the present course of monitoring Weatherford common stock, then
close the existing transaction if the Weatherford common stock price rose
to approximately $30 or higher per share.

- Request that we mutually terminate the transaction.

37
<PAGE> 41

- Restructure the transaction in a way that would increase the assurance
that the transaction could close at a lower per share Weatherford common
stock price.

Mr. Donovan described the modifications discussed with Mr. Lubar.
Considering that over 89% of the outstanding shares of Christiana common stock
were voted in favor of the merger, the advantages gained by the elimination of
the contingent cash consideration, that the original reasons for the transaction
were still valid and that there was increased assurance that the modified
transaction would close, the Christiana Board agreed that Weatherford should be
contacted regarding an amendment to the existing transaction on the terms
proposed by Messrs. Donovan and Lubar.

On September 24, 1998, the Christiana Board appointed an independent
committee consisting of Messrs. Nicholas and Brady (the "Christiana Independent
Committee"). In approving the prior merger terms, the Christiana Board adopted
internal procedures to assure the procedural fairness of the merger in light of
the interest of Mr. Lubar and his family in the transaction. The Christiana
Board decided to appoint the Christiana Independent Committee to consider the
amended merger agreement because the Christiana Board concluded that the
appointment of the independent committee would more formally reflect the
internal procedures followed by the Christiana Board in approving the prior
terms. In so doing, the Christiana Board empowered the Christiana Independent
Committee with the authority to:

- Review all aspects of the merger including any proposed amendment to the
prior merger agreement.

- Approve any amendments to the prior merger agreement and recommend such
amendments to the full Christiana Board.

- Have a telephonic meeting with Prudential Securities regarding the
opinion of Prudential Securities as to the fairness of the transaction as
amended.

- Negotiate or oversee the negotiation of any amendments to the prior
merger agreement.

- Take such further action as necessary to amend the prior merger agreement
consistent with interests of Christiana and its shareholders.

The Christiana Independent Committee instructed Mr. Donovan to communicate
with Weatherford and then report to the Christiana Independent Committee.

On September 18, 1998, Mr. Donovan contacted Curtis Huff, General Counsel
for Weatherford, regarding Christiana's position. Mr. Huff advised Mr. Donovan
that he would present the Christiana proposal to the Board of Directors of
Weatherford.

On September 19, 1998, members of the Board of Directors of Weatherford
were contacted by management of Weatherford to discuss the general proposal by
Christiana.

Because the composition of the Weatherford Board had changed since its
approval of the prior merger agreement and there remained only one member of the
Weatherford Special Committee (Robert Rayne), it was the consensus of the
Weatherford Board that approval of amendments to the prior merger agreement
should be approved by the full Board of Directors without the participation of
Mr. Lubar. Based on this conclusion, on September 21, 1998, Messrs. Duroc-Danner
and Huff met with Philip Burguieres and Robert Moses, two new independent
directors of Weatherford, to discuss with them in detail the historical terms
and rationale for the merger and the general terms of the new proposal by
Christiana.

On September 22, 1998, the Weatherford Board of Directors met. At that
meeting, the Weatherford Board of Directors was provided a presentation on the
proposed amendments to the prior merger agreement. After discussion and review
of the proposal, the Weatherford Board of Directors, with Mr. Lubar not
participating in the vote, approved the amended merger agreement. The amended
merger agreement provided for the release of the $10.0 million holdback in
consideration for Christiana's commitment to spend up to $15.0 million cash for
the acquisition of Weatherford common stock if necessary to allow for the merger
to be consummated. The Weatherford Board of Directors also required Christiana
to commit to spend $10.0 million of the cash prior to the date of mailing of the
Joint Proxy Statement/Prospectus for such purchases regardless of the market
price of the Weatherford common

38
<PAGE> 42

stock. The Weatherford Board of Directors also conditioned its approval on the
receipt of another fairness opinion from Morgan Stanley to the effect that the
consideration to be paid pursuant to the amended merger agreement is fair to
Weatherford from a financial point of view. In approving the amended merger
agreement, the Weatherford Board gave particular weight to the desire to obtain
certainty for the consummation of the merger and agreed to the release of the
$10.0 million holdback in exchange for the greater certainty provided by the
commitment by Christiana to purchase additional shares of Weatherford common
stock.

Following this meeting, representatives of Weatherford and Christiana
negotiated the final terms of the amended merger agreement.

On October 12, 1998, Prudential Securities delivered to Christiana a new
opinion that the transaction was fair to the shareholders of Christiana from a
financial point of view. For the purposes of the Prudential Securities Opinion,
the transaction is defined as the merger, the TLC sale and the C2 offering.

The Christiana Independent Committee met twice, on October 9 and 12, 1998,
to consider whether to recommend the amended merger agreement to the Christiana
Board. At the October 12, 1998 meeting, Prudential Securities met telephonically
with the Christiana Independent Committee to discuss in detail the analysis of
Prudential Securities and its opinion regarding the fairness of the transaction
to the Christiana shareholders from a financial point of view, which consisted
of a comparable transactions analysis, a transaction consideration analysis and
a stock trading history analysis, all of which are summarized below under
"Opinions of Financial Advisors -- Prudential Securities Opinion". On October
12, 1998, the Christiana Independent Committee considered such analysis and
opinion, along with the proposed terms of the amended merger agreement. At both
meetings, the Christiana Independent Committee concluded that the amended
transaction was fair from a financial point of view and in the best interests of
Christiana and all of its shareholders, including those shareholders who are
unaffiliated with the Lubar family. As a result on October 12, 1998, the
Christiana Independent Committee recommended the amendment to the full
Christiana Board.

On October 12, 1998, the Christiana Board met to review the Christiana
Independent Committee's recommendations. The Board reviewed the proposed text of
the amended merger agreement and considered the opinion of Prudential
Securities. The Board specifically considered that, if Christiana made the
purchases of Weatherford common stock, the possibility existed that the stock
price could nevertheless decrease and, if it decreased below approximately $13
per share, the transaction would still not be able to close because it would be
a taxable transaction. Nevertheless, the Board considered that the proposed
amendment provided significant advantages to Christiana shareholders, namely,
the elimination of the $10.0 million holdback, an increased certainty that the
transaction would close because, without the amendment, the transaction would
not be able to close unless the Weatherford common stock price was $30.00 or
higher, which was deemed unlikely to occur before the October 31, 1998
termination date, and the advantages of being able to defer taxes on a higher
portion of the consideration. The Christiana Board, with Mr. Lubar abstaining
from voting, then approved the transaction.

On October 12, 1998, Morgan Stanley delivered to Weatherford a new opinion
that the consideration to be paid by Weatherford pursuant to the merger
agreement was fair from a financial point of view to Weatherford.

We executed the amended merger agreement on October 14, 1998.

On January 5, 1999, we amended the merger agreement to extend the
termination date from January 31, 1999 to February 28, 1999.

39
<PAGE> 43

WEATHERFORD'S REASONS FOR THE TRANSACTION

The Board of Directors of Weatherford, with Mr. Lubar abstaining, has
approved the merger proposal and recommends that the stockholders of Weatherford
approve the merger proposal. The Weatherford Board of Directors believes that
the merger is in the interest of Weatherford and its stockholders for the
following reasons:

- The merger will provide Weatherford a one-third interest in TLC with a
pro forma book value in excess of $7.0 million, and certain tax
benefits, all without any consideration other than transaction costs and
the exposure to certain contingent liabilities for which indemnity is
being provided by C2 and TLC.

- The merger is expected to further improve the liquidity of the
Weatherford common stock by placing the equivalent number of shares of
Weatherford common stock that are held by Christiana directly in the
hands of the Christiana shareholders.

The Weatherford Board of Directors believes that the transaction is beneficial
to Weatherford because of the favorable financial terms provided to Weatherford
for effecting the transaction. Except for the exposure to certain contingent
liabilities for which indemnity is being provided by C2 and TLC, the Board of
Directors of Weatherford does not believe that there exists any material
negative aspects of the transaction to the stockholders of Weatherford. Such a
transaction would not be available to Weatherford other than pursuant to the
terms of the merger.

In considering the approval of the merger, the Weatherford Special
Committee and the Board of Directors of Weatherford noted that Weatherford,
through its ownership in Christiana, would be provided with an option to dispose
of Christiana's one-third interest in TLC five years from the date of the merger
for a cash consideration of $7.0 million. The Weatherford Special Committee and
Weatherford Board of Directors also noted that pursuant to the transaction,
Weatherford would be entitled to various tax benefits having a potential value
of up to approximately $600,000. The Weatherford Board of Directors also
specifically took into consideration the impact of the recent amendment to the
merger agreement on Weatherford and its stockholders. In particular, the Board
of Directors noted that the release of the $10.0 million cash holdback that
would have been available for payment of unpaid indemnification claims would no
longer be available to Weatherford. The Board of Directors, however, determined
the potential benefits to Weatherford of receiving a one-third interest in TLC
without providing any consideration other than the agreement to pursue the
transaction with Christiana outweighed the detriments to Weatherford of being
exposed to contingent liabilities for which there would not be a cash holdback.
The Board of Directors of Weatherford also considered the potential value of TLC
in the future and the benefit that a one-third interest in TLC would provide to
Weatherford.

The Weatherford Special Committee and the Weatherford Board of Directors
also considered a number of other factors in approving the merger. Principal
among these additional factors was the fact that under the terms of the merger
agreement and the TLC purchase agreement, TLC and C2 are required to indemnify
Weatherford and Christiana for all current and historical fixed and contingent
liabilities relating to the businesses of Christiana, TLC and their respective
current and historical subsidiaries and predecessors. In addition, the Board of
Directors of Weatherford considered the fact that Christiana, C2 and Weatherford
would receive an opinion from American Appraisal to the effect that the
transaction would not render Christiana, TLC or C2 insolvent and that the value
of the assets of C2 and TLC would be sufficient to satisfy the liabilities of
Christiana, C2 and TLC after giving effect to the transaction. See "Opinions of
Financial Advisors -- American Appraisal Opinion". The Board of Directors of
Weatherford further considered the fact that another fairness opinion beyond the
date of the amended merger agreement would not be provided in the transaction
and that the other conditions to the closing of the transaction provided
appropriate protection to Weatherford for changes in circumstances between the
date of the opinion and the consummation of merger. The Weatherford Board of
Directors also placed considerable weight and reliance on the opinion of Arthur
Andersen LLP to the effect that the merger would be tax free to Weatherford and
Christiana and on the fact that even if the merger were subsequently found not
to be tax free, the merger would only be considered to be a taxable purchase of

40
<PAGE> 44

stock of Christiana from the shareholders of Christiana and therefore would not
trigger any material tax liabilities to Weatherford or Christiana. The Board of
Directors of Weatherford also noted that, under the terms of the TLC purchase
agreement, TLC and C2 will be fully responsible for, and will indemnify
Christiana and Weatherford against, any and all tax liabilities that may arise
in connection with the merger. Finally, the Weatherford Special Committee and
the Weatherford Board of Directors considered the opinion of Morgan Stanley
dated October 9, 1998 that the consideration to be paid by Weatherford pursuant
to the amended merger agreement was fair from a financial point of view to
Weatherford.

In approving the amended merger agreement, the Weatherford Board further
took into account the fact that the stockholders of Weatherford had approved the
prior merger agreement and that a substantial portion of the benefits that were
contemplated to be realized by the prior merger agreement would continue to be
realized by the amended merger agreement.

Although no specific weight was given to any one of the above described
reasons or factors by the Weatherford Board in approving the merger, the ability
of Weatherford to acquire a one-third interest in TLC without any significant
cost to Weatherford other than transactional costs and with a complete indemnity
from TLC and C2 for prior liabilities of Christiana, TLC and their respective
current and historical subsidiaries and predecessors was considered to be the
most important factor by both the Weatherford Special Committee and the
Weatherford Board of Directors. The foregoing factors were all the material
factors considered by Weatherford's Board of Directors.

CHRISTIANA'S REASONS FOR THE TRANSACTION

The Board of Directors of Christiana has approved the merger proposal and
recommends that the shareholders of Christiana approve the merger proposal. The
Christiana Board of Directors believes that the merger is in the interest of
Christiana and its shareholders. Christiana's Board of Directors has had for
some time a strategic interest to separate the company's large Weatherford
shareholdings from its operating business, TLC, in order to achieve a more
representative company valuation today and into the future. The Board has not
been interested in liquidating the Weatherford shareholdings given Christiana's
view as to the future potential for increase in the value of this asset and the
substantial corporate-level tax that would result from such a liquidation.
Various alternative transactions were considered in order to accomplish these
objectives, as described more fully under "Background of the Transaction". In
addition, as described under "Background of the Transaction", Weatherford had
advised Christiana that Weatherford was not interested in pursuing an
acquisition of Christiana if the transaction would be dilutive to Weatherford's
per share earnings or cash flow or would involve Weatherford's full ownership
and management of Christiana's warehousing and logistics business. Accordingly,
the Christiana Board of Directors did not believe an alternative transaction was
feasible. The proposed structure allows Christiana shareholders to exchange
their shares of Christiana common stock for newly issued shares of Weatherford
common stock in a tax efficient manner. Specifically, the Christiana Board noted
that the proposed structure would avoid the substantial corporate-level tax that
would result if Christiana sold the Weatherford shareholdings. This proposed
structure will give maximum flexibility to each Christiana shareholder to
determine whether retention of Weatherford shares is desirable.

The Christiana Board of Directors also considered the advantages of a
separation of Christiana's two principal assets, its shares of Weatherford
common stock and TLC. These advantages include permitting Christiana
shareholders to make more focused investment decisions based on the specific
attributes of Weatherford and TLC. Specifically, a Christiana shareholder may,
after the merger, elect to:

- Retain the Weatherford share consideration and acquire stock in C2,
thereby owning an interest in Weatherford and a warehousing and
logistics business.

- Sell the Weatherford share consideration and acquire an interest in C2.

- Retain the Weatherford share consideration and not acquire an interest
in C2.

41
<PAGE> 45

- Sell the Weatherford share consideration and not acquire an interest in
C2. Christiana's Board believes that the merger also will enable the
financial markets to better understand and recognize the merits of TLC
as a stand-alone entity.

Prior to the merger, investors interested in Christiana's warehousing and
logistics business could only participate in such business by purchasing
Christiana common stock, but a significant value of the Christiana common stock
was based upon its Weatherford shareholdings. After the merger, investors
interested in the logistics and warehousing business can acquire stock in C2,
whose only principal asset immediately after the merger will be its interest in
TLC.

The Christiana Board concluded that the transaction would permit Christiana
shareholders to receive fair value for Christiana's Weatherford shareholdings.
Specifically, each shareholder would receive a pro rata portion of the
Weatherford shareholdings represented by each share of Christiana common stock.
The Christiana Board also concluded that the transaction would permit Christiana
shareholders to receive fair value for Christiana's ownership of TLC. C2 will
acquire a two-thirds interest in TLC. All Christiana shareholders will have the
same right to acquire his or her pro rata interest in TLC by subscribing for
shares in C2, so that a Christiana shareholder, if deemed desirable, could
continue to own an interest in TLC through C2. The reduction of direct ownership
right in TLC from 100% to 66.66% was fair to the Christiana shareholders in
light of the financial benefit to be realized by the Christiana shareholders in
receiving the Weatherford common stock in a tax free manner. The Christiana
Board believed that the value of the benefit of a tax free exchange more than
outweighed the loss of the one-third interest in TLC. They also noted that the
Christiana shareholders would benefit to a lesser extent in the one-third
interest in TLC through their ownership of Weatherford common stock.

The Christiana Board has a long-standing familiarity with Weatherford, its
management and its operations, dating back to its ownership of Prideco, Inc.,
which Christiana sold to Weatherford in 1995. In reviewing the amended merger
agreement, the Christiana Board considered the recent declines in the
Weatherford common stock. In general, the Christiana Board viewed those declines
as being primarily associated with short-term market factors relating to the
pricing in the oil and gas industry. The Christiana Board felt that the stock
market declines in the Weatherford common stock were essentially the same as the
declines that other oilfield service companies were experiencing and were not
reflective of the long-term prospects of the industry in general and Weatherford
in particular. The Christiana Board reviewed various public information and
research reports regarding the industry and Weatherford and representatives of
Christiana met with representatives of Weatherford to discuss Weatherford's view
of the industry and its long-term prospects. Christiana believes that the
performance of Weatherford, which is one of the world's largest oilfield service
and equipment companies, should improve with a recovery in world oil prices.
Weatherford's views were similar to those of Christiana.

Based on Christiana's review of the industry and Weatherford's prospects in
the industry, the Christiana Board concluded that an investment in Weatherford
was an attractive investment and a reasonable use of its funds, in particular if
a purchase by it of additional shares would allow for the merger to be
consummated. The Christiana Board did not consider a maximum price at which a
purchase of Weatherford common stock would not be beneficial because it believed
any price within the recent trading ranges would be desirable. The Christiana
Board also noted that the benefits of the tax free merger to Christiana
described below ceased to outweigh the potential cost of the loss of the future
benefit of a one-third interest in TLC at a Weatherford common stock price of
approximately $13.00 per share. As a result, the terms of the amended merger
agreement do not require Christiana to purchase additional shares of Weatherford
common stock at a price less than $13.00 per share.

The Christiana Board also considered the substantial corporate-level tax
that would result from a sale of its Weatherford holdings. On August 14, 1997,
the date of the Christiana Board approval of the prior merger agreement,
Christiana's gain on the Weatherford holdings if it had sold such holdings would
have been approximately $165.0 million. A sale of such stock would have incurred
a corporate-level general income tax of approximately $57.8 million. Using the
market price of the Weatherford common stock as of October 12, 1998, the date of
the Christiana Board approval of the amended merger agreement,

42
<PAGE> 46

Christiana's gain on a sale of its holdings of Weatherford common stock would
have been approximately $49.0 million. A sale of such stock would have incurred
a corporate-level general income tax of approximately $19.3 million. The
Christiana Board also noted that the cash consideration would be determined
based on the amount of cash of Christiana as of the effective time of the
merger, less Christiana's accrued unpaid taxes (without giving effect to the
value of certain tax deductions to be retained by Christiana) and fixed
liabilities not otherwise assumed by C2. In approving the amended merger
agreement, the Christiana Board took into consideration the beneficial and
detrimental aspects of the amendment. As for the beneficial aspects, the
Christiana Board noted that the amended merger agreement released the $10.0
million contingent cash holdback that was contemplated under the prior merger
agreement.

The amended merger agreement also increases the tax free portion of the
consideration to be paid in the merger by increasing the number of shares of
Weatherford common stock to be issued in the merger and decreasing the cash
component to be paid in the merger. The increased tax free nature of the
transaction occurs by switching Weatherford common stock, which may be received
tax free, for a portion of the cash consideration, which will be taxable when
received. From a detrimental side, the Christiana Board noted that the amended
merger agreement would expose the Christiana shareholders to greater volatility
through the receipt of Weatherford common stock and that there would exist the
possibility that there could be a decline in the market price of the Weatherford
common stock from the date on which Christiana purchased the Weatherford common
stock as required by amended merger agreement and the time at which the shares
of Weatherford common stock are issued in the merger. Nevertheless, the
Christiana Board concluded that because of the release of the $10.0 million
holdback and because more of the consideration in the merger would be in the tax
free form of Weatherford common stock, the benefits of the merger more than
outweighed the detriment of the increased volatility associated with the
Weatherford common stock. The Christiana Board further noted that it believed
that the Weatherford common stock represented an attractive investment at its
current prices and that at the current prices it would present an opportunity
for gain in the future. The Christiana Board also noted that any Christiana
shareholder who desired to receive cash in lieu of the Weatherford common stock
would be able to do so merely by selling the shares of Weatherford common stock
received in the merger, following the merger. Finally, the Christiana Board gave
particular weight to the recommendation and approval of the amended merger
agreement by the Christiana Independent Committee.

In approving the amended merger agreement, the Christiana Board took into
account the fact that the amended merger agreement contained a fixed formula for
determining the Weatherford share and cash consideration, but noted that the
stock and conversion ratios could change. The Christiana Board, however, did not
view the absence of a fixed exchange ratio as a detriment because the amended
merger agreement contains a mechanism for fixing the ratio that is solely
dependent on the assets of Christiana. As a result, the Christiana Board
considered the provisions fixing the exchange ratio as favorable to Christiana
in that it assured the Christiana shareholders with the right to realize the
entire benefit of its operations up to and through the closing. In addition,
because a substantial portion of Christiana's assets consist of Weatherford
common stock, the Christiana Board did not believe that changes in the market
price of the Weatherford common stock presented any material uncertainty or risk
to the Christiana shareholders that does not already exist.

The Christiana Board also considered the costs to the shareholders in
connection with the merger, including, specifically, that the merger would
preclude other alternatives in the future and that Christiana (which following
the merger will be a wholly owned subsidiary of Weatherford) would retain a
one-third interest in TLC. The Christiana Board also considered potential
disadvantages of the transaction. The transaction would result in the increased
exposure of Christiana shareholders to fluctuations in the price of Weatherford
common stock. While an ownership of Christiana common stock provided balance
between Christiana's holdings in Weatherford and TLC, the merger would result in
Christiana shareholders owning Weatherford common stock directly, thereby
increasing reliance on the performance of Weatherford and on the oil and gas
industry and the level of domestic and international drilling activities
generally. Additionally, as part of and as an inducement to Weatherford to enter
into the merger, Weatherford

43
<PAGE> 47

through Christiana would receive a one-third ownership interest in TLC for no
cash consideration. Christiana would have the ability to "put" this interest to
TLC for cash consideration of $7.0 million after five years from the date of the
merger. Christiana shareholders would benefit from this part of the transaction
only indirectly through their ownership of approximately 4.5% of outstanding
Weatherford common stock received in connection with the merger. Otherwise,
Christiana shareholders will receive no direct benefit from this aspect of the
transaction. The Christiana Board nevertheless considered that the advantages
outweighed such disadvantages.

In considering the approval of the merger pursuant to the amended merger
agreement, the Christiana Board of Directors considered the opinion of
Prudential Securities that the transaction is fair to Christiana shareholders
from a financial point of view. For the purposes of the Prudential Securities
Opinion, the transaction is defined as the merger, the TLC sale and the C2
offering. The Prudential Securities Opinion will not be updated beyond the date
of the amended merger agreement or as of the closing of the transaction. The
Christiana Board believed that receipt of the Prudential Securities Opinion
prior to the execution of the amended merger agreement was sufficient for its
approval of the transaction. The Christiana Board understood that a change in
circumstances between the date of the Prudential Securities Opinion and the
consummation of the transaction could impact the fairness of the transaction,
but the Christiana Board believed that the protections afforded in the amended
merger agreement and its familiarity with Weatherford rendered an update of the
Prudential Securities Opinion unnecessary.

The Christiana Board of Directors also placed considerable weight and
reliance on the opinion of Arthur Andersen LLP to the effect that the merger
would be tax free to Weatherford and Christiana.

The Christiana Board of Directors also considered the potential adverse
implications of continuing to be subject to the costly regulatory requirements
relating to Christiana's status as a public company. Total expenses associated
with Christiana being a public company in fiscal 1998 were approximately
$150,000. A Christiana shareholder interested in Weatherford could, after the
merger, hold its interest in Weatherford directly without having to hold its
interest in one public entity, Christiana, which in turn held a significant
interest in another public entity, Weatherford.

Although the pro forma book value of TLC was approximately $22.8 million at
December 31, 1997 and $23.4 million at September 30, 1998, the Christiana Board
believes that the sale of a two-thirds interest in TLC to C2 for approximately
$10.67 million is fair to Christiana shareholders, based on the following:

- Christiana's view as to the value of such interest after giving effect to
restrictions and obligations applicable to TLC and C2 after the sale and
on the opinion of Prudential Securities that the transaction (which for
purposes of the Prudential Securities Opinion is defined as the merger,
the TLC sale and the C2 offering) was fair from a financial point of view
to Christiana shareholders.

- The fact that any Christiana shareholder who wishes to retain an interest
in TLC may do so by electing to purchase his or her pro rata portion of
C2 common stock at a price of $4.00 per share, the same price offered to
all Christiana shareholders including the Lubar family and all directors
and officers of Christiana.

The Christiana Board acknowledged that the value of Weatherford
shareholdings for Christiana was the major determinant in Christiana's share
price in the market. Hence, if Weatherford's share price increased, Christiana's
share price increased too. Accordingly, if Weatherford's share price declined,
Christiana's share price declined as well. Christiana's Board, however, did not
and does not control Weatherford and for this reason decided that it was better
to manage operations that it could control, rather than have the Christiana
stock price dependent upon an entity (Weatherford) that it did not control. The
Christiana Board did not favor selling its shares of Weatherford common stock,
but rather wanted to provide the investment decision directly to the Christiana
shareholders through the merger.

As previously stated, the price to be paid by the purchasing entity,
ultimately determined to be C2, was determined unilaterally by Mr. Lubar in
connection with his negotiations with Weatherford. The Christiana Board believes
this to be procedurally fair for the following reasons. First, Mr. Lubar did not

44
<PAGE> 48

think it appropriate to pay more than $10.67 million for the two-thirds interest
in TLC, because TLC, at the insistence of Weatherford, would be assuming
significant liabilities. TLC, at Weatherford's insistence, would also be
required to restrict its operational activities, in order to assure, to
Weatherford's satisfaction, that TLC would be able to satisfy its obligations.
Finally, the Christiana Board concluded that if a Christiana shareholder
concurred that the price was appropriate, the Christiana shareholder could
continue his indirect ownership in TLC by acquiring stock in C2, along with the
Lubar family. If the Christiana shareholder concluded that the price was too
low, the Christiana shareholder could vote against the merger and elect
dissenters' rights. If the Christiana shareholder concluded that the price for
TLC was too high, the Christiana shareholder could vote in favor of the merger
and not elect to purchase stock in C2.

The Christiana Board believes it to be fair for C2 to pay $10.67 million
for a two-thirds interest in TLC and C2 to pay Weatherford $7.0 million for its
one-third interest, if Weatherford elects to put its interest in TLC at such
price, because of the difference in the time value of money. The $10.67 million
for the two-thirds interest in TLC will be paid to the Christiana shareholders
at the closing of the merger, whereas Weatherford will not receive its $7.0
million until it exercises its put, which will not be for at least five years.
The Christiana Board determined the $7.0 million put value by allocating $5.34
million to a one-third interest in TLC, which is consistent with selling a
two-thirds interest for $10.67 million, and then increasing such amount by a
modest compound rate of return on such amount of approximately 5 1/2% for five
years, resulting in a put price of $7.0 million.

The Christiana Board noted that the price of the Christiana common stock
immediately prior to the execution of the amended merger agreement was $16 3/8
and recognized that, depending upon the price of Weatherford common stock at the
closing of the merger relative to the price of the Christiana common stock at
such time, the consideration to be received could be less than the then current
market price of the Christiana common stock. The Board considered whether to
recommend the merger, even though the total consideration could be less than the
current market price of Christiana common stock. Christiana currently estimates
that the Weatherford share consideration will be .85191 of a share of
Weatherford common stock, and the cash consideration will be between $3.50 and
$4.00, for each share of Christiana common stock. If Christiana is required to
make additional purchases of Weatherford common stock of $5.0 million,
Christiana estimates that the cash consideration will be between $2.50 and $3.00
per share of Christiana common stock. The Christiana Board noted the significant
appreciation in the Weatherford common stock at the time it approved the merger
in August 1997 and, based upon its assessment of favorable long-term
appreciation of the Weatherford common stock, felt it advisable that each
Christiana shareholder have the opportunity to decide whether such stock should
be held or sold. As long as Christiana held the Weatherford common stock, the
Christiana shareholders could not individually make such a decision.
Consequently, even though it was possible that the total consideration to be
received by the Christiana shareholders was less than the current price of the
Christiana common stock, the Christiana Board determined that the merger was in
the best interest of all of its shareholders.

Christiana recognized that costs would be incurred to establish C2. While
such costs will not be paid by Christiana, they will be paid by C2 from funds
raised in connection with C2's public offering. The costs incurred in connection
with establishing C2 are expected to be as follows: legal fees and expenses
($140,000), accounting and tax services ($75,000), filing fees with the
Commission ($6,140), printing costs, expenses for state securities laws filings
and transfer agent fees and expenses ($36,000), Nasdaq listing fee ($10,000) and
miscellaneous ($8,000).

Christiana common stock traded at $40 3/4 immediately prior to the
execution of the prior merger agreement and traded at $16 3/8 immediately prior
to the execution of the amended merger agreement. On the day of the announcement
and execution of the amended merger agreement, the price closed at $17 3/8, but
as of January 6, 1999, it closed at $20 5/8. The Christiana Board does not
consider the decline in its stock price to be relevant for two reasons. First,
the Weatherford common stock held by Christiana is a significant Christiana
asset, so Christiana's stock price is substantially dependent on the Weatherford
common stock price. Second, the Christiana Board believes it important that each
Christiana shareholder make an independent decision to retain or sell the
Weatherford common stock. Such independent decision can only be made if the
Weatherford common stock is distributed to Christiana shareholders.

45
<PAGE> 49

Consequently, even if the total consideration to be received by Christiana
shareholders is less than its price prior to the merger, the Christiana Board
considers the transaction still to be in the best interest of all Christiana
shareholders.

The Christiana Board (including Mr. Lubar) and the board of directors and
management of C2 believe the transaction is fair to the unaffiliated
shareholders of Christiana. In arriving at this conclusion, these entities
considered the structure of the transaction and how such structure rendered
immaterial traditional valuation analysis such as current and historical market
prices, net book value, going concern value, liquidation value and discounted
cash flow value. While the Christiana Board took into account its view of the
value of TLC and Christiana in approving the transaction, the Christiana Board
believed that the benefits to be derived from the transaction combined with the
right of the Christiana shareholders to participate in TLC through Weatherford
and C2 rendered in their view the need to perform traditional valuation analyses
immaterial. In this regard, the Christiana Board noted that Christiana had two
principal assets, its holdings in Weatherford common stock and its ownership of
TLC. The transaction essentially results in each Christiana shareholder
receiving his or her pro rata share of Weatherford common stock held by
Christiana on a tax free basis and a right to purchase such Christiana
shareholder's pro rata interest in C2, the entity that will acquire a two-thirds
interest in TLC as part of the transaction. Finally, the cost to Christiana in
allowing Weatherford to receive a one-third interest in TLC in the transaction
was more than offset by the expected economic benefits to be realized by
Christiana in the transaction.

The Christiana Board also considered the fact that each unaffiliated
shareholder of Christiana will be able to participate in the purchase of TLC
through C2 on the same basis as Mr. Lubar and all other affiliates of
Christiana. The Christiana Board of Directors believes that treating
unaffiliated shareholders of Christiana in a similar way to Mr. Lubar supports
the fairness of the consideration to the unaffiliated shareholders in that it
provides the unaffiliated shareholders with the same rights as any affiliated
shareholder, including family members of Mr. Lubar.

In connection with the consideration of the amended merger agreement, the
Christiana Board of Directors appointed a special committee consisting of
Messrs. Nicholas and Brady and authorized the Christiana Independent Committee
to have the power to consider and approve the amended merger agreement. The
Christiana Independent Committee reviewed the terms of the amended merger
agreement and concurred with the various reasons for pursuing the merger as
described above. The Christiana Independent Committee also concluded that the
terms of the merger were in the best interest of Christiana and its shareholders
and recommended approval of the amended merger agreement by the full Christiana
Board. The Christiana Board of Directors, with Mr. Lubar abstaining, approved
the amended merger agreement on October 12, 1998.

The merger has been structured to require approval of at least 80% of the
votes entitled to be cast at the Christiana special meeting and two-thirds of
the votes entitled to be cast at the Christiana special meeting other than the
Lubar Shares, which are shares beneficially owned by the Lubar family, both as a
result of a desire by the Christiana Board to assure fairness and as required by
Wisconsin law. Because of this supermajority voting requirement, the Christiana
Board did not believe that a separate vote of a majority of the unaffiliated
shareholders of Christiana would be necessary to insure fairness.

Although no specific weight was given to any one of the above-described
reasons or factors by the Christiana Board in approving the merger, the
placement of the Weatherford common stock currently held by Christiana directly
in the hands of the Christiana shareholders, thereby giving each shareholder
maximum flexibility with regard to such shares without any significant cost, was
considered to be the most important factor by the Christiana Board of Directors.
The foregoing factors were all the material factors considered by Christiana's
Board of Directors.

46
<PAGE> 50

OPINIONS OF FINANCIAL ADVISORS

MORGAN STANLEY OPINION

In a letter agreement effective November 7, 1997 (the "Engagement Letter"),
Weatherford engaged Morgan Stanley to provide a financial fairness opinion in
connection with the merger. Morgan Stanley was selected by the Weatherford Board
of Directors to provide this financial fairness opinion based on Morgan
Stanley's qualifications, expertise and reputation, as well as Morgan Stanley's
investment banking relationship and familiarity with Weatherford. On December
15, 1997, Morgan Stanley delivered to the Weatherford Board of Directors an
opinion to the effect that, on and as of the date of such opinion, and based on
assumptions made, matters considered and limits of review, as set forth in such
opinion, the consideration to be paid by Weatherford pursuant to the prior
merger agreement was fair from a financial point of view to Weatherford.
Subsequent to the delivery of Morgan Stanley's opinion, however, the prior
merger agreement and certain related documents were further amended.
Consequently, Morgan Stanley delivered to the Weatherford Board of Directors an
updated written opinion dated October 9, 1998 (the "Morgan Stanley Opinion") to
the effect that, on and as of the date of the Morgan Stanley Opinion, and based
upon assumptions made, matters considered and limits of review, as set forth in
such opinion, the consideration to be paid by Weatherford pursuant to the
amended merger agreement was fair from a financial point of view to Weatherford.

The full text of the Morgan Stanley Opinion, dated October 9, 1998, which
sets forth, among other things, assumptions made, procedures followed, matters
considered and limitations on the review undertaken by Morgan Stanley in
rendering its opinion, is attached as Appendix D to this Joint Proxy
Statement/Prospectus and incorporated herein by reference. Weatherford
stockholders are urged to, and should, read the Morgan Stanley Opinion carefully
and in its entirety. The Morgan Stanley Opinion is directed to the Weatherford
Board of Directors, addresses only the fairness of the consideration to be paid
by Weatherford pursuant to the amended merger agreement from a financial point
of view to Weatherford and does not address any other aspect of the merger or
constitute a recommendation to any holder of Weatherford common stock as to how
to vote at the Weatherford special meeting. The following summary of the Morgan
Stanley Opinion is qualified in its entirety by reference to the full text of
the Morgan Stanley Opinion attached as Appendix D to this Joint Proxy
Statement/Prospectus. Morgan Stanley has consented to the use of the Morgan
Stanley Opinion as an appendix to this Joint Proxy Statement/ Prospectus.

In rendering the Morgan Stanley Opinion, Morgan Stanley, among other
things:

- Reviewed certain publicly available financial statements and other
information of Weatherford and Christiana.

- Reviewed certain internal financial statements and other financial and
operating data concerning Weatherford, Christiana and TLC prepared by the
managements of Weatherford, Christiana and TLC, respectively.

- Analyzed certain financial projections concerning Weatherford, Christiana
and TLC prepared by the managements of Weatherford, Christiana and TLC,
respectively.

- Discussed the past and current operations and financial condition and the
prospects of Weatherford, Christiana and TLC with senior executives of
Weatherford, Christiana and TLC, respectively.

- Analyzed the pro forma impact of the merger on Weatherford's earnings per
share.

- Reviewed the reported prices and trading activity for the Weatherford
common stock and Christiana common stock.

- Reviewed the amended merger agreement, the TLC purchase agreement and
certain related documents.

47
<PAGE> 51

- Reviewed a draft letter dated as of October 7, 1998 substantially similar
to the letter to be provided to the Boards of Directors of Weatherford
and Christiana by Arthur Andersen LLP, regarding the tax treatment of the
merger.

- Discussed and reviewed with Weatherford and Fulbright & Jaworski L.L.P.
the results of their legal and environmental due diligence.

- Performed such other analyses and considered such other factors as Morgan
Stanley deemed appropriate.

In rendering the Morgan Stanley Opinion, Morgan Stanley assumed and relied
upon, without independent verification, the accuracy and completeness of the
information reviewed by it for the purposes of the Morgan Stanley Opinion. With
respect to the financial projections, Morgan Stanley assumed that they were
reasonably prepared on bases reflecting the best currently available estimates
and judgments of the future financial performances of Weatherford, Christiana
and TLC. Morgan Stanley did not make any independent valuation or appraisal of
the assets or liabilities of Weatherford, Christiana or TLC, except that Morgan
Stanley received the draft letter of Arthur Andersen LLP referred to above and
the verbal report concerning certain legal and environmental due diligence
analyses performed by Weatherford and Fulbright & Jaworski L.L.P. referred to
above, and Morgan Stanley relied, without independent verification, upon such
items for purposes of the Morgan Stanley Opinion. In addition, Morgan Stanley
has assumed the TLC sale will be consummated prior to or simultaneously with the
merger in accordance with the terms set forth in the TLC purchase agreement,
including any terms and conditions relating to indemnification, and that the
merger will be consummated in accordance with the terms set forth in the amended
merger agreement, including that all material conditions to closing have been
satisfied and not waived. Morgan Stanley also has assumed that the merger shall
qualify as a reorganization within the meaning of Section 368(a) of the Code. In
arriving at the Morgan Stanley Opinion, Morgan Stanley was not authorized to
consider, and did not consider, any alternative transaction or transaction
structure. The Morgan Stanley Opinion was necessarily based on economic, market
and other conditions as in effect on, and the information made available to
Morgan Stanley as of, the date thereof.

The following is a brief summary of certain analyses performed by Morgan
Stanley in preparation of the Morgan Stanley Opinion:

Discounted Cash Flow Analysis. Morgan Stanley analyzed certain financial
projections prepared by the management of TLC for the fiscal years 1999 through
2003 (the "Projections") and performed a discounted cash flow analysis of TLC
based on the Projections. Morgan Stanley discounted the unlevered free cash
flows of TLC at a range of discount rates of 10.0% to 12.0%, representing an
estimated weighted average cost of capital range for TLC, and terminal values
based on a range of multiples of 5 to 7 times estimated 2003 earnings before
interest, taxes, depreciation and amortization ("EBITDA") to arrive at a range
of present values for TLC. Such present values were then adjusted for TLC's
debt, net of cash, all pro forma for the TLC sale as of June 30, 1998, to arrive
at a net asset value. Based on this analysis, Morgan Stanley calculated values
representing one-third of TLC's equity value ranging from approximately $9.4
million to $18.6 million.

Morgan Stanley also performed certain sensitivity analyses on the
Projections (the "Adjusted Projections"). Specifically, Morgan Stanley assumed
that TLC projected sales revenue from 1999 through 2003, with the exception of
sales revenue related to government contracts, remained the same as actual 1998
sales revenue. Morgan Stanley also assumed that TLC's gross margin from 1999
through 2003 remained the same as actual 1998 gross margin. The Adjusted
Projections assume that TLC would have more long-term debt in 2003 than the
Projections show. Morgan Stanley performed a discounted cash flow analysis of
TLC based on the Adjusted Projections. Morgan Stanley discounted the unlevered
free cash flows of TLC at a range of discount rates of 10.0% to 12.0%,
representing an estimated weighted average cost of capital range for TLC, and
terminal values based on a range of multiples of 5 to 7 times estimated 2003
EBITDA to arrive at a range of present values for TLC. Such present values were
then adjusted for TLC's debt, net of cash, all pro forma for the TLC sale as of
June 30, 1998, to arrive at a net asset value.

48
<PAGE> 52

Based on this analysis, Morgan Stanley calculated values representing one-third
of TLC's equity value ranging from approximately $1.2 million to $7.2 million.

Projected Credit Statistics Analysis. Based on the Projections, Morgan
Stanley calculated financial ratios including EBITDA/Interest, (EBITDA-Capital
Expenditures)/Interest and Total Debt/EBITDA (collectively, the "Ratios") for
every year from 1999 through 2003. Morgan Stanley calculated a range for
EBITDA/Interest of 3.3 times in fiscal 1999 to 7.3 times in fiscal 2003, a range
for (EBITDA-Capital Expenditures)/Interest of 2.4 times in fiscal 1999 to 5.3
times in fiscal 2003 and, a range for Total Debt/ EBITDA of 3.4 times in fiscal
1999 to 1.4 times in fiscal 2003. Morgan Stanley also calculated the Ratios
assuming that TLC borrows an additional $7.0 million in 2003 in order to meet
its obligation pursuant to the purchase obligation of TLC of Christiana's
one-third interest in TLC under the TLC purchase agreement. Based on this
assumption, Morgan Stanley calculated values for EBITDA/Interest of 6.5 times,
(EBITDA-Capital Expenditures)/Interest of 4.8 times and Total Debt/EBITDA of 1.9
times, all in fiscal 2003.

Based on the Adjusted Projections, Morgan Stanley calculated a range for
EBITDA/Interest of 2.6 times in fiscal 1999 to 3.6 times in fiscal 2003, a range
for (EBITDA-Capital Expenditures)/Interest of 1.7 times in fiscal 1999 to 2.4
times in fiscal 2003 and, a range for Total Debt/EBITDA of 4.3 times in fiscal
1999 to 3.1 times in fiscal 2003. Morgan Stanley also calculated the Ratios
assuming that TLC borrows an additional $7.0 million in 2003 in order to meet
its obligation pursuant to the purchase obligation of TLC of Christiana's
one-third interest in TLC under the TLC purchase agreement. Based on this
assumption, Morgan Stanley calculated values for EBITDA/Interest of 3.3 times,
(EBITDA-Capital Expenditures)/Interest of 2.2 times and Total Debt/EBITDA of 3.8
times, all in fiscal 2003.

Selected Precedent Logistic/Warehousing Acquisitions Analysis. Using
publicly available information, Morgan Stanley reviewed recent precedent
transactions involving companies which provide services comparable to those of
TLC such as refrigerated warehousing, logistic services and transportation. The
companies which were selected for inclusion in Morgan Stanley's analysis provide
services which Morgan Stanley believes are comparable to those provided by TLC.

Morgan Stanley analyzed the purchase prices and implied transaction
multiples paid in the following publicly announced logistic/warehousing
transactions: the acquisition of Heijden Logistics and France Distribution
System from Mayne Nickless Limited by Hayes plc, the acquisition of Caliber
System, Inc. by Federal Express Corporation, the acquisition of AmeriCold
Corporation and URS Logistics, Inc. by JV -- Vornado Realty Trust and Crescent
Real Estate Equities Company, and the acquisition of Intertrans Corporation by
Fritz Companies, Inc. (collectively, the "Precedent Transactions"). Morgan
Stanley reviewed publicly available financial information including the
aggregate value to latest twelve month ("LTM") EBITDA. Morgan Stanley observed
an aggregate value to LTM EBITDA range of 6.4 to 14.0 times for the Precedent
Transactions.

Pro Forma Analysis of the Merger. Morgan Stanley analyzed the pro forma
impact of the merger on Weatherford's earnings per share for the fiscal years
1999 and 2000. Such analysis was based on earnings projections for Weatherford
prepared by the management of Weatherford and on the Projections. Morgan Stanley
noted that the merger would be slightly accretive to Weatherford shareholders in
1999 and in 2000.

In connection with the review of the merger by the Weatherford Board of
Directors, Morgan Stanley performed a variety of financial and comparative
analyses for purposes of the Morgan Stanley Opinion given in connection
herewith. While the foregoing summary describes the analyses and factors
reviewed by Morgan Stanley in connection with the Morgan Stanley Opinion, it
does not purport to be a complete description of all the analyses performed by
Morgan Stanley in arriving at its opinion. The preparation of a fairness opinion
is a complex process and is not necessarily susceptible to partial analysis or
summary description. In arriving at the Morgan Stanley Opinion, Morgan Stanley
considered the results of all of its analyses as a whole and did not attribute
any particular weight to any analysis or factor considered by it. Furthermore,
selecting any portion of its analyses, without considering all analyses, would
create an incomplete view of the process underlying the Morgan Stanley Opinion.
In addition, Morgan Stanley may

49
<PAGE> 53

have given various analyses and factors more or less weight than other analyses
or factors, and may have deemed various assumptions more or less probable than
other assumptions, so that the ranges of valuations resulting from any
particular analysis described above should not be taken to be Morgan Stanley's
view of the actual value of Christiana or TLC. In performing its analyses,
Morgan Stanley made numerous assumptions with respect to industry performance,
general business and economic conditions and other matters, many of which are
beyond the control of Weatherford, Christiana or TLC. Any estimates contained
herein are not necessarily indicative of future results or actual values, which
may be significantly more or less favorable than those suggested by such
estimates. The analyses performed were prepared solely as part of Morgan
Stanley's analysis of the fairness of the consideration to be paid by
Weatherford pursuant to the amended merger agreement from a financial point of
view to Weatherford and were conducted in connection with the delivery of the
Morgan Stanley Opinion. The analyses do not purport to be appraisals or to
reflect the prices at which Christiana or TLC might actually be sold. Morgan
Stanley did not recommend the consideration to be paid by Weatherford or that
any consideration to be paid by Weatherford constituted the only appropriate
consideration for the merger.

In addition, Morgan Stanley's opinion to the Weatherford Board of Directors
and the Weatherford Special Committee was one of the many factors taken into
consideration by the Weatherford Board of Directors and the Weatherford Special
Committee in making their determination to recommend approval of the merger.
Consequently, the Morgan Stanley analyses described above should not be viewed
as determinative of the opinion of the Weatherford Board of Directors and the
Weatherford Special Committee with respect to the consideration to be paid in
connection with the merger. The consideration to be paid by Weatherford pursuant
to the amended merger agreement was determined through arm's-length negotiations
between Weatherford and Christiana and was approved by the Weatherford Board of
Directors.

Weatherford engaged Morgan Stanley to provide the Morgan Stanley Opinion
because of its experience and expertise. Morgan Stanley is an internationally
recognized investment banking and advisory firm. Morgan Stanley, as part of its
investment banking business, is regularly engaged in the valuation of businesses
and their securities in connection with mergers and acquisitions, negotiated
underwritings, competitive biddings, secondary distributions of listed and
unlisted securities, private placements and valuations for corporate and other
purposes. In the course of its market-making and other trading activities,
Morgan Stanley may, from time to time, have a long or short position in, and buy
and sell, securities of, Weatherford or Christiana. In the past, Morgan Stanley
and its affiliates have provided financial advisory services to Weatherford and
have received customary fees in connection with these services.

Weatherford has paid Morgan Stanley a fee of $250,000 in connection with
the delivery of the Morgan Stanley Opinion. In addition, Weatherford has agreed
to indemnify Morgan Stanley and its affiliates, their respective directors,
officers, agents and employees and each person, if any, controlling Morgan
Stanley or any of its affiliates against certain liabilities and expenses,
including liabilities under federal securities laws, in connection with Morgan
Stanley's engagement.

Morgan Stanley has provided investment banking services for Weatherford in
the past, including serving as joint lead manager in Weatherford's private
placement of its 5% Convertible Subordinated Preferred Equivalent Debentures due
2027 (the "Debentures"), and may provide such services in the future. In
addition, Prudential Securities has provided investment banking services to
Weatherford in the past, including serving as a co-manager of Weatherford's
private placement of the Debentures, and may provide such services in the
future.

PRUDENTIAL SECURITIES OPINION

On October 12, 1998, Prudential Securities delivered the Prudential
Securities Opinion to the Christiana Independent Committee and the Christiana
Board to the effect that, as of such date, the transaction was fair, from a
financial point of view, to the shareholders of Christiana. For the purposes of
the Prudential Securities Opinion, the transaction is defined as the merger, the
TLC sale and the C2

50
<PAGE> 54

offering. In requesting the Prudential Securities Opinion, the Christiana
Independent Committee and the Christiana Board did not give any special
instructions to Prudential Securities or impose any limitation upon the scope of
the investigation that Prudential Securities deemed necessary to enable it to
deliver its opinion.

The full text of the Prudential Securities Opinion, which sets forth the
assumptions made, the matters considered and the limitations on the review
undertaken, is set forth as Appendix E to this joint proxy statement/prospectus
and is incorporated herein by reference and should be read in its entirety in
connection with this Joint Proxy Statement/Prospectus. The Prudential Securities
Opinion is directed only to the fairness of the transaction to the shareholders
of Christiana from a financial point of view and does not address any other
terms of the transaction or the Christiana Board of Directors' underlying
business decision to effect the transaction. The Prudential Securities Opinion
was delivered for the information of Christiana's Board and the Christiana
Independent Committee and does not constitute a recommendation to any
shareholder of Christiana as to how such shareholder should vote such
shareholder's shares at the Christiana special meeting. The summary of the
Prudential Securities Opinion set forth in this joint proxy statement/prospectus
is qualified in its entirety by reference to the full text of the Prudential
Securities Opinion attached as Appendix E. Prudential Securities has consented
to the use of the Prudential Securities Opinion as an appendix to this joint
proxy statement/prospectus.

In conducting its analysis and arriving at its opinion dated October 12,
1998, Prudential Securities reviewed such information and considered such
financial data and other factors as Prudential Securities deemed relevant under
the circumstances, including, among others, the following:

- The Lubar/C2 agreement, the TLC purchase agreement, a draft dated October
10, 1998 of the amended merger agreement and a draft dated October 10,
1998 of Amendment No. 2 to the TLC purchase agreement ("Amendment No.
2").

- Certain publicly available historical financial and operating data
concerning Christiana, including, but not limited to, (a) the Annual
Report to Shareholders and Annual Report on Form 10-K for the fiscal year
ended June 30, 1998, and (b) the Joint Proxy Statement/Prospectus for the
special meeting of Christiana shareholders held on August 17, 1998; and
certain pro forma financial data prepared by Christiana management.

- Certain publicly available historical financial and operating data for
Weatherford including, but not limited to, (a) the Annual Report on Form
10-K for the fiscal year ended December 31, 1997, (b) the Quarterly
Report on Form 10-Q for the quarter ended June 30, 1998, (c) the Current
Report on Form 8-K dated March 4, 1998, and (d) the Joint Proxy
Statement/Prospectus for the special meeting of Weatherford stockholders
held on August 17, 1998.

- Certain information relating to TLC, including historical financial data
for the fiscal years ended June 30, 1993 through June 30, 1998, provided
by the management of TLC.

- Certain information relating to TLC, including financial forecasts for
the fiscal years ending June 30, 1999 through June 30, 2002, prepared by
the management of TLC.

- The financial terms of certain recent transactions Prudential Securities
deemed relevant to Prudential Securities' inquiry.

- The historical stock prices and trading volumes of Christiana common
stock and Weatherford common stock.

- Such other financial studies, analyses and investigations that Prudential
Securities deemed appropriate.

Prudential Securities assumed, with Christiana's consent, that the draft of the
amended merger agreement and the draft of Amendment No. 2 that Prudential
Securities reviewed (both, as referred to above) will

51
<PAGE> 55

conform in all material respects to the definitive form of the amended merger
agreement and Amendment No. 2. Prudential Securities met with the senior
management of Christiana and TLC to discuss:

- The prospects for Christiana's business.

- Their estimates of the future financial performance of Christiana.

- The financial impact of the merger on Christiana.

- Such other matters that Prudential Securities deemed relevant. Prudential
Securities also visited selected Christiana and TLC facilities.

In connection with its review and analysis and in arriving at its opinion,
Prudential Securities assumed and relied upon the accuracy and completeness of
the financial and other information provided to it by Christiana and TLC and did
not undertake any independent verification of such information or any
independent valuation or appraisal of any of the assets or liabilities of
Christiana or TLC. With respect to the financial forecasts provided to
Prudential Securities by Christiana for Christiana and by TLC for TLC,
Prudential Securities assumed that such forecasts (and the assumptions and bases
therefor) were reasonably prepared and represent the respective management's
best currently available estimate as to the future financial performance of
Christiana and TLC. In addition, the Prudential Securities Opinion assumes that:

- The merger will qualify as a reorganization within the meaning of Section
368(a) of the Code.

- Neither Christiana nor Sub will recognize any gain or loss for federal
income tax purposes as a result of the receipt by Weatherford of
Christiana common stock in exchange for Weatherford common stock in the
merger.

- The holders of Christiana common stock will not recognize any gain or
loss for federal income tax purposes as a result of the receipt of
Weatherford common stock as partial consideration for their Christiana
common stock in the merger.

Prudential Securities has assumed that such taxes are the only relevant
taxes for purposes of the Prudential Securities Opinion other than taxes that
may be applicable to the cash consideration as set forth in such opinion.
Furthermore, for purposes of the Prudential Securities Opinion, Prudential
Securities has assumed that the shareholders of Christiana at the closing of the
merger would be legally entitled to compel performance by C2 of the Lubar/C2
agreement in accordance with its terms in a legal proceeding brought by such
shareholders and Prudential Securities further assumed that the Lubar/C2
agreement would not be amended or modified. In addition, Prudential Securities
has assumed that all purchases of Weatherford common stock by Christiana will be
executed in open market transactions on a nationally recognized securities
exchange or in such other transactions having terms that are at least as
favorable as would have been obtained in such open market purchases at the time
of such other transactions.

Prudential Securities' engagement by Christiana was limited to reviewing
the financial terms of the transaction, and accordingly, the Prudential
Securities Opinion does not address nor should it be construed to address the
relative merits of the transaction or alternative business strategies that may
be available to Christiana. In addition, the Prudential Securities Opinion does
not in any manner address the prices at which Weatherford common stock or C2
common stock will trade following consummation of the merger or the liquidity of
the market that may exist for the C2 common stock. Further, the Prudential
Securities Opinion is necessarily based on economic, financial and market
conditions as they exist and can only be evaluated as of October 12, 1998. For
purposes of rendering the Prudential Securities Opinion, Prudential Securities
assumed that Christiana will not consummate the transaction under circumstances
where the closing price of Weatherford common stock is less than $13.00 per
share on the closing date of the merger.

In addition, the Prudential Securities Opinion was one of the many factors
taken into consideration by the Christiana Board in making their determination
to recommend approval of the transaction. Consequently, the Prudential
Securities Opinion should not be viewed as determinative of the opinion of

52
<PAGE> 56

the Christiana Board with respect to the fairness, from a financial point of
view, of the transaction to the shareholders of Christiana. The consideration to
be received by the shareholders of Christiana was determined through
negotiations between Christiana and Weatherford and was approved by the
Christiana Board.

In arriving at the Prudential Securities Opinion, Prudential Securities
performed a variety of financial analyses, including those summarized herein.
The summary set forth below does not purport to be a complete description of the
analyses performed. The preparation of a fairness opinion is a complex process
that involves various determinations as to the most appropriate and relevant
methods of financial analyses and the application of these methods to the
particular circumstance and, therefore, such an opinion is not necessarily
susceptible to partial analysis or summary description. Prudential Securities
believes that its analyses must be considered as a whole and that selecting
portions thereof or portions of the factors considered by it, without
considering all analyses and factors, could create an incomplete view of the
evaluation process underlying the Prudential Securities Opinion. Prudential
Securities made numerous assumptions with respect to industry performance,
general business, economic, market and financial conditions and other matters,
many of which are beyond the control of Christiana and Weatherford. Estimates of
the values of businesses and securities do not purport to be appraisals or
necessarily reflect the prices at which businesses or securities may be sold. In
addition, Prudential Securities reviewed the following operating projections for
TLC in connection with Prudential Securities' overall analysis of the
transaction:

<TABLE>
<CAPTION>
1999 2000 2001 2002
------ ------ ------ ------
(IN MILLIONS)
<S> <C> <C> <C> <C>
TLC stand-alone revenues.................... $106.7 $112.6 $118.2 $124.3
TLC stand-alone EBITDA...................... $ 15.5 $ 17.3 $ 18.0 $ 18.8
TLC stand-alone net income.................. $ 2.2 $ 3.8 $ 4.8 $ 5.8
</TABLE>

As a matter of policy, Christiana does not publicly disclose internal
management forecasts, projections or estimates of the type furnished to
Prudential Securities in connection with its analysis of the transaction, and
such forecasts, projections and estimates were not prepared with a view towards
public disclosure. These forecasts, projections and estimates were based on
numerous variables and assumptions which are inherently uncertain and which may
not be within the control of management of Christiana, including, without
limitation, general economic, regulatory and competitive conditions.
Accordingly, actual results could vary materially from those set forth in such
forecasts, projections and estimates.

Any estimates contained in Prudential Securities' analyses are not
necessarily indicative of actual values or future results, which may be
significantly more or less favorable than suggested by such analyses.
Additionally, estimates of the values of businesses and securities do not
purport to be appraisals or necessarily reflect the prices at which businesses
or securities may be sold. Accordingly, such analyses and estimates are
inherently subject to substantial uncertainty. Subject to the foregoing, the
following is a summary of the material financial analyses conducted by
Prudential Securities in arriving at the Prudential Securities Opinion.

Comparable Transactions Analysis. Prudential Securities analyzed the
consideration paid in several recent merger and acquisition transactions deemed
by Prudential Securities to be reasonably similar to the TLC sale and considered
the ratios of the unlevered purchase price ("UPP") to the acquired entities' LTM
earnings before interest and taxes ("EBIT") and LTM EBITDA, based upon
publicly-available information. The transactions considered (the "Comparable
Transactions") were the combinations of:

- AmeriCold Corporation with JV-Vornado Realty Trust, Crescent Real Estate
Equities Company ("JV-Vornado").

- URS Logistics Inc. with JV-Vornado.

- Christian Salvensen Inc. with CS Integrated LLC.

53
<PAGE> 57

The Comparable Transactions analysis resulted in a range of ratios of UPP
to LTM EBIT of 17.1x to 11.0x and a range of ratios of UPP to LTM EBITDA of 9.9x
to 6.8x. Applying such ratios for the Comparable Transactions to TLC's LTM EBIT
($7.1 million) and LTM EBITDA ($13.5 million) resulted in a range of implied
unlevered market values of $121.2 million to $78.0 million and $133.2 million to
$91.6 million, respectively, or a combined range of implied unlevered market
value based on the Comparable Transactions of $133.2 million to $78.0 million.
The assumed unlevered market value of TLC used by Prudential Securities was
$68.8 million (based upon estimated debt as of June 30, 1998, of $32.8 million,
estimated additional debt of $20.0 million to be incurred immediately prior to
the closing of the merger, and $16.0 million, the implied aggregated equity
value of TLC, based upon a purchase price of $10.7 million for a two-thirds
interest in TLC). Prudential Securities then adjusted the high, low and mean
implied unlevered market values for TLC's LTM EBIT and LTM EBITDA by calculating
the difference between the average level of the Morgan Stanley REIT Index (the
"Index") on the effective date of the Comparable Transactions (332.78) and the
current level of the Index (271.62) and applying the percentage decrease (18.4%)
to the high, low and mean implied unlevered market values for TLC's LTM EBIT and
LTM EBITDA (the "Adjusted Implied Unlevered Market Value") in order to
compensate for the substantial decrease in the multiples of valuation ascribed
to the sector since the effective dates of the Comparable Transactions. The
Adjusted Implied Unlevered Market Values resulted in a range of $98.9 million to
$63.7 million and $108.7 million to $74.8 million, respectively, or a combined
range of Adjusted Implied Unlevered Market Value based on the Comparable
Transactions of $108.7 million to $63.7 million. Prudential Securities observed
that the assumed $68.8 million unlevered market value of TLC falls within the
combined range of Adjusted Implied Unlevered Market Values based on the
Comparable Transactions, which, when considered in conjunction with the C2
offering, supports the Prudential Securities Opinion.

None of the acquired entities utilized in the above analysis for
comparative purposes is, of course, identical to TLC. Accordingly, a complete
analysis of the results of the foregoing calculations cannot be limited to a
quantitative review of such results and involves complex considerations and
judgments concerning differences in financial and operating characteristics of
the acquired entities and other factors that could affect the consideration paid
for each of the acquired entities as well as that of TLC.

Projected financial and other information concerning Christiana, TLC and
Weatherford and the impact of the merger upon the holders of Christiana common
stock are not necessarily indicative of future results. All projected financial
information is subject to numerous contingencies, many of which are beyond the
control of management of Christiana, TLC and Weatherford.

Transaction Consideration Analysis. Prudential Securities calculated a
total value of $20.22 per share of Christiana common stock for the total
consideration offered in the transaction, representing a premium to Christiana's
closing price as of October 7, 1998 of 12.3%. Prudential Securities did not
perform any analysis with respect to premium/discount paid in comparable
transactions. The value of the total consideration offered per share of
Christiana common stock was based on:

- 0.76 (based on the shares of Weatherford common stock owned by Christiana
as of October 7, 1998) of a share of Weatherford common stock (the
"Current Share Exchange Ratio") having a closing price of $18.75 as of
October 7, 1998.

- An additional $1.94 in Weatherford common stock based on the purchase by
Christiana of $10.0 million of Weatherford common stock prior to the date
the proxy statement is mailed (the "Weatherford Common Stock Purchases").

- An anticipated $4.00 per share cash distribution (or $3.00 per share cash
distribution assuming consummation of $5.0 million additional purchases
of Weatherford common stock by Christiana), net of taxes and anticipated
transaction-related expenses.

- Approximately $1.00 in Weatherford common stock only in the event of $5.0
million additional purchases of Weatherford common stock by Christiana.

54
<PAGE> 58

The Current Share Exchange Ratio of .76 of a share of Weatherford common
stock per share of Christiana common stock and the approximate $4.00 or
approximate $3.00 cash distribution number based on the Weatherford Common Stock
Purchases alone and $5.0 million additional purchases of Weatherford common
stock by Christiana, respectively, utilized by Prudential Securities were based
on financial calculations performed by Christiana as of September 30, 1998 and
provided to Prudential Securities. The Current Share Exchange Ratio was derived
by dividing the amount of shares of Weatherford common stock held by Christiana
at September 30, 1998 (3,897,462) by the total outstanding shares of Christiana
on a fully-diluted basis (5,149,330). Based on material supplied by Christiana
as of September 30, 1998, the anticipated approximate $4.00 or approximate $3.00
cash distribution amount (net of taxes and expenses) was derived by subtracting
estimated cash expenses to be paid on, prior to or following the closing of the
merger ("Estimated Cash Expenses") from the anticipated amount of cash held by
Christiana as of the closing of the merger ("Estimated Aggregate Cash"). The
Estimated Aggregate Cash was based on the following items:

- Cash and accrued interest through closing ($5.9 million).

- The dividend from TLC ($20.0 million).

- The repayment of a promissory note ($3.3 million).

- The proceeds from the sale of a two-thirds interest in TLC ($10.7
million), which items yielded a total amount of Estimated Aggregate Cash
of $39.9 million.

Estimated Cash Expenses consisted of:

- $5.7 million for anticipated taxes due.

- $1.7 million for contractual payments on option agreements.

- $1.3 million for anticipated transactional expenses expected to be paid
prior to closing that are not reflected in the cash balances as of
September 30, 1998.

- The Weatherford Common Stock Purchases.

Total anticipated cash available for distribution equaled approximately $21.0
million or an anticipated distribution of $4.00 per share (or approximately
$3.00 per share assuming $5.0 million of additional purchases of Weatherford
common stock by Christiana) of Christiana common stock on a fully-diluted basis.

Stock Trading History. Prudential Securities also analyzed the history of
the volume and trading prices for the Christiana common stock and the
Weatherford common stock. Prudential Securities observed that between October 8,
1997 and October 7, 1998, Christiana common stock had an average daily trading
volume of 3,370 shares, with trading prices in the range of $46.38 and $16.88
per share. Between October 8, 1997 and October 7, 1998, Weatherford common stock
had an average daily trading volume of 850,116 shares, with trading prices in
the range of $73.00 and $15.00 per share. Prudential noted that the receipt of
Weatherford common stock in the merger provides Christiana shareholders with a
security of substantially greater liquidity. Prudential Securities also noted
that, as described above under "-- Transaction Consideration Analysis", based on
the market prices of the Weatherford common stock and the Christiana common
stock and the assumed cash consideration, the implied "total" value to be
received by the holders of the Christiana common stock in the merger as of
October 7, 1998, exceeded the closing price of the Christiana common stock on
that date by 12.3%. The combination of the increased liquidity and market
premium as of October 7, 1998, supports the Prudential Securities Opinion.

Christiana selected Prudential Securities to provide a fairness opinion
because it is a nationally recognized investment banking firm engaged in the
valuation of businesses and their securities in connection with mergers and
acquisitions and for other purposes and has substantial experience in
transactions similar to the merger. The engagement letter with Prudential
Securities provides that Christiana will pay Prudential Securities an advisory
fee equal to (1) $50,000, (2) $150,000 upon delivery of the Prudential
Securities Opinion and (3) $250,000 upon consummation of the transaction. In
addition,

55
<PAGE> 59

the engagement letter with Prudential Securities provides that Christiana will
reimburse Prudential Securities for its out-of-pocket expenses and will
indemnify Prudential Securities and certain related persons against certain
liabilities, including liabilities under securities laws, arising out of the
transaction or its engagement. In the ordinary course of business, Prudential
Securities may actively trade the shares of Christiana common stock and
Weatherford common stock for its own account and for the accounts of customers
and, accordingly, may at any time hold a long or short position in such
securities.

AMERICAN APPRAISAL OPINION

In connection with the prior merger agreement, which included as a part
thereof the TLC sale, American Appraisal delivered a written opinion (the
"American Appraisal Opinion") to the Board of Directors of each of Christiana,
Weatherford and C2, dated December 1, 1997, that given certain assumptions and
assuming further that the merger pursuant to the prior merger agreement and the
TLC sale are consummated as proposed, immediately after giving effect to
consummation of the TLC sale:

- The fair value of the aggregate assets of TLC will exceed its respective
total liabilities, including, without limitation, subordinated,
unmatured, unliquidated, disputed and contingent liabilities.

- The present fair saleable value of the aggregate assets of TLC will be
greater than its respective probable liabilities on its debts as such
debts become absolute and mature.

- TLC will be able to pay its debts and other liabilities, including
contingent liabilities and other commitments, as they mature.

- TLC will not have unreasonably small capital for the business in which it
is engaged, as managements of TLC and Christiana have indicated such
business is now conducted and proposed to be conducted following the
consummation of the merger pursuant to the prior merger agreement, the
TLC sale and certain related transactions.

The full text of the American Appraisal Opinion, which sets forth the
assumptions made, the matters considered and the limitations on the review
undertaken, is set forth as Appendix G to this joint proxy statement/prospectus
and is incorporated herein by reference and should be read in its entirety in
connection with this joint proxy statement/prospectus. The American Appraisal
Opinion is directed only to the solvency of TLC and does not address any other
terms of the merger, the TLC sale or the underlying business decision of
Christiana's Board of Directors or Weatherford's Board of Directors to effect
the merger. The American Appraisal Opinion does not constitute a recommendation
to any stockholder of Christiana or Weatherford as to how any such stockholder
should vote such stockholder's shares of Christiana or Weatherford, as the case
may be. The summary of the American Appraisal Opinion set forth in the joint
proxy statement/prospectus is qualified in its entirety by reference to the full
text of the American Appraisal Opinion attached as Appendix G. American
Appraisal has consented to the use of the American Appraisal Opinion as an
appendix to this joint proxy statement/prospectus.

The amended merger agreement provides that, as a condition to closing the
transaction, American Appraisal is required to deliver a similar opinion, dated
as of the closing date of the merger, that relates to the revised terms of the
transaction and that applies to C2 and Christiana in addition to TLC. See "The
Merger -- Terms of the Merger -- Conditions to the Merger".

56
<PAGE> 60

RELATED PARTY TRANSACTIONS

The following description of the material terms and conditions to the
consummation of the TLC sale is qualified by, and made subject to, the more
detailed terms and conditions set forth in the TLC purchase agreement and the
operating agreement, which are attached as Appendix B and Appendix C to this
joint proxy statement/prospectus and incorporated herein by reference.

THE TLC SALE AND OPERATING AGREEMENT

Under the terms of the merger agreement, Christiana is required to a sell a
two-thirds interest in TLC to C2 as a condition to Weatherford's obligations to
consummate the merger. In addition, upon the disposition of the two-thirds
interest in TLC to C2, Christiana and C2 are required to enter into the
operating agreement defining their respective rights and obligations with
respect to TLC following the TLC sale.

TERMS OF THE TLC SALE

General. Immediately prior to the merger, C2 will purchase two-thirds of
TLC for an aggregate purchase price of $10.67 million. As an inducement to
Weatherford to complete the merger, C2 and TLC agreed to assume the Assumed
Liabilities (as defined below). In addition, at any time after the fifth
anniversary of the merger, Christiana will have the option to sell to C2 or TLC
Christiana's one-third interest in TLC for $7.0 million. If there is a proposed
merger or sale of the stock or assets of C2 or if the Lubar family proposes to
sell its interest in C2 so that they would hold less than a 25% interest in C2
or the resulting entity or if C2 proposes to sell its interest in TLC to an
unrelated third party, Christiana will have the right to participate in such
sale with respect to its interest in TLC for the same equivalent consideration.
For other provisions regarding the transfer of interests in TLC, see "-- Terms
of the Operating Agreement -- Assignment, Transfer and Repurchase of a Member's
Units". The TLC sale will take place immediately prior to the closing of the
merger.

Concurrently with the transaction, C2 will offer 5,202,664 shares of its
common stock pursuant to the C2 prospectus. Immediately prior to the merger,
Christiana shareholders will have the ability to purchase shares of C2 common
stock in an amount up to their pro rata share of Christiana common stock. The
Lubar family has committed to purchase such number of shares of C2 common stock
as is necessary for the net proceeds to C2 of the C2 offering to equal $10.67
million. This will insure that C2 has sufficient funds to complete the TLC sale.

"Assumed Liabilities" means any and all liabilities and environmental
liabilities, other than the Retained Liabilities (as defined below), to which
Christiana or C2's interest in TLC is or may become subject, whether directly or
indirectly, including, but not limited to, liabilities that result from, arise
out of or relate to:

- Any Christiana Company (other than TLC).

- The business, operations or assets of Christiana or any Christiana
Company on or prior to the closing of the merger.

- Any taxes to which Christiana or any Christiana Company may be obligated
for periods ending on or before the closing of the merger, except for
Christiana taxes expressly retained by Christiana pursuant to the merger
agreement.

- Any obligation, matter, fact, circumstance or action or omission by any
person in any way relating to or arising from the business, operations or
assets of Christiana or a Christiana Company that existed on or prior to
the closing of the merger.

- Any product or service provided by Christiana or any Christiana Company
prior to the closing of the merger.

- The merger, the TLC sale or any related transactions.

57
<PAGE> 61

- Previously conducted operations of Christiana or any Christiana Company.

- C2's interest in TLC.

"Retained Liabilities" means, and is limited solely to:

- Accounts payable relating to Christiana that are reflected on the balance
sheet of Christiana at the closing of the merger.

- Accounts payable reflected on the balance sheet of Christiana at the
closing of the merger and agreed to by Weatherford prior to the closing
of the merger.

- The obligations of Christiana that arise after the closing of the merger.

- Tax liability for income of Weatherford attributable to Christiana under
the equity method of accounting either before or after the closing of the
merger.

Indemnification. TLC and C2 have agreed to indemnify, defend and hold
harmless Christiana, Weatherford and their respective officers, directors,
employees, agents and assigns from and against any and all liabilities or
environmental liabilities, including, without limitation, reasonable fees and
expenses of attorneys, accountants, consultants and experts, that such parties
incur, are subject to a claim for or are subject to, that relate to any of a
number of matters, including the following:

- Any breach of any covenant or agreement of TLC or C2 contained in the TLC
purchase agreement or any related agreement.

- The acts or omissions of Christiana or any of its current or past
subsidiaries or affiliated companies (a "Christiana Company") on or
before the closing of the merger.

- The acts or omissions of any Christiana Company, TLC, C2 or TLC's or C2's
affiliates or the conduct of any business by them on or after the closing
of the merger.

- The Assumed Liabilities and including, without limitation, any and all
liabilities and environmental liabilities other than the Retained
Liabilities to which Christiana or C2's interest in TLC is or may become
subject resulting from, arising out of or relating to the following:

- The business or operations of Christiana or any Christiana Company on
or prior to the closing of the merger.

- The merger, the TLC sale or any other transactions contemplated
thereby.

- Any taxes to which Christiana or any Christiana Company may be
obligated for periods ending on or before the closing of the merger
(except for Christiana taxes expressly retained by Christiana pursuant
to the merger agreement).

- Any taxes as a result of the merger subsequently being determined to be a
taxable transaction.

- Any and all amounts for which Christiana or Weatherford may be liable on
account of any insurance-related liabilities arising from claims by their
affiliates, employees or insurance carriers for indemnity arising from or
out of claims by or against Christiana or any Christiana Company.

- Any liability under the Consolidated Omnibus Budget Reconciliation Act of
1986 with respect to any employees of Christiana or any Christiana
Company who become employees of TLC or C2 after the TLC sale.

- Any settlements or judgments in any litigation commenced by one or more
insurance carriers against Christiana or Weatherford on account of claims
by TLC, C2 or any Christiana Company or their employees.

- Any and all liabilities incurred by Christiana or Weatherford pursuant to
its obligations to seek to obtain or obtaining any consent or approval to
assign, transfer or lease any interest in any asset or instrument,
contract, lease, permit or related benefit.

58
<PAGE> 62

- The on-site or off-site handling, storage, treatment or disposal of any
waste materials generated by Christiana or any Christiana Company on or
prior to the closing of the merger or any Christiana Company at any time.

- Any and all environmental conditions on or prior to the closing of the
merger, known or unknown, existing on, at or underlying any of the
properties owned, leased or operated by Christiana on or after the
closing of the merger.

- Any acts or omissions on or prior to the closing of the merger of
Christiana or any Christiana Company relating to the ownership or
operation of their business or the properties currently or previously
owned or operated by them.

- Any liability relating to any claim or demand by any stockholder of
Christiana or Weatherford with respect to the merger, the TLC sale or
related transactions.

- Any liability relating to employee benefit or welfare plans of Christiana
or any Christiana Company arising out of circumstances occurring on or
prior to the closing of the merger.

TERMS OF THE OPERATING AGREEMENT

General. Christiana's and C2's interests in TLC will be governed by the
operating agreement. After giving effect to the TLC sale, C2 and Christiana will
be the only members of TLC, which is a Delaware limited liability company.
Additional members may be admitted to TLC only with the unanimous vote or
written consent of the members.

Allocations. All items of income, gain, loss or deduction of TLC will be
allocated between the members in proportion to their respective ownership
interests and in compliance with the Treasury Regulations promulgated under the
federal tax laws.

Distributions. To permit the members to make their required estimated
income tax payments arising from their ownership interests in TLC, TLC will make
mandatory distributions to the members in amounts sufficient to cover the
members' respective tax liabilities. TLC may make additional distributions to
the members in proportion to their respective ownership interests upon the
agreement of C2 and Christiania.

Management. The management of TLC will be vested in a board of managers
with six managers. The initial board of managers will be comprised of William T.
Donovan, Bernard J. Duroc-Danner, Curtis W. Huff, Sheldon B. Lubar, John R.
Patterson and Gary R. Sarner. Each manager is elected by the vote or written
consent of the members holding at least a majority of the ownership interests in
TLC; provided, however, that Christiana and C2 will each be entitled to elect,
without the consent of the other member, a number of managers that is
proportionate to its respective ownership interest in TLC. The operating
agreement provides that certain significant or extraordinary actions or
transactions may be taken or entered into only with the approval of all members.

TLC will generally indemnify the managers to the fullest extent permitted
under the Delaware law against any losses incurred by reason of any act or
omission in connection with the business of TLC. The board of managers may
appoint officers of TLC to perform such duties as are set forth in the operating
agreement or as specified by the board of managers. The board of managers may
authorize TLC to pay the officers any reasonable fees for their services.
Neither the members nor the managers are required to devote their full time and
efforts to TLC. TLC will pay C2 an annual management fee of $250,000.

59
<PAGE> 63

Assignment, Transfer and Repurchase of a Member's Units. Generally, neither
Christiana nor C2 may transfer its interest in TLC without the prior written
consent of the board of managers. Notwithstanding the foregoing:

- C2 may transfer its interest in TLC if it complies with the TLC purchase
agreement.

- C2 may pledge and assign its interest in TLC to Christiana and Christiana
may effect a transfer of C2's interest in TLC pursuant to any action
taken with respect to any security interest granted to Christiana by C2.

- Christiana may transfer its interest in TLC if the transferee is an
affiliate of Christiana or C2 and the transferee agrees to be bound by
the provisions of the operating agreement.

- At any time after the fifth anniversary of the date of the operating
agreement, Christiana has the option to sell to C2 or TLC its one-third
interest in TLC for $7.0 million.

- At any time after the fifth anniversary of the date of the operating
agreement, Christiana may transfer any or all of its interest in TLC to
any person; provided, however, that C2 shall have a right of first
refusal to purchase such interest for the same price and at the same
terms as such interest was offered to the transferee.

In the event of any attempted involuntary transfer of an interest in TLC,
TLC will have the option to purchase the interest subject to the involuntary
transfer at an amount equal to the book value of such interest. An involuntary
transferee receiving an interest in TLC will not be considered a member of TLC
unless all of the members consent in writing to treat the involuntary transferee
as a member. In addition, if there is a proposed merger, consolidation or share
exchange involving C2 or if the Lubar family proposes to sell their interest in
C2 or if C2 proposes to sell its interest in TLC to an unrelated third party,
Christiana will have the right to participate in such sale with respect to its
interest in TLC for the same equivalent consideration.

Dissolution and Winding Up. TLC will be dissolved upon:

- The unanimous vote or written consent of the Members to dissolve TLC.

- TLC being adjudicated insolvent or bankrupt.

- An entry of a decree of judicial dissolution relating to TLC.

60
<PAGE> 64

THE MERGER

The detailed terms and conditions to the consummation of the merger are
contained in the merger agreement. The following description of the material
terms and conditions to the consummation of the merger is qualified by, and made
subject to, the more detailed terms and conditions set forth in the merger
agreement which is attached as Appendix A to this joint proxy
statement/prospectus and is incorporated in this joint proxy
statement/prospectus by reference.

TERMS OF THE MERGER

General Description of the Merger. At the closing of the merger, Sub will
merge with Christiana and Christiana will be the surviving corporation. Pursuant
to the merger, each outstanding share of Christiana common stock will be
converted into the right to receive the Weatherford share consideration and the
cash consideration. Each holder of a share of Christiana common stock as of the
closing of the merger will be entitled to receive from Weatherford with respect
to each share of Christiana common stock the Weatherford share consideration and
the cash consideration. Based on the current capitalization of Christiana and
the assets and liabilities of Christiana as of September 30, 1998, and after
giving effect to the estimated expenses of the merger payable by Christiana,
Christiana currently expects that, if Christiana makes no additional purchases
of Weatherford common stock, the Weatherford share consideration and the cash
consideration will be .85191 of a share of Weatherford common stock and between
$3.50 and $4.00 in cash, respectively. The specific number of shares of
Weatherford common stock and the exact amount of cash consideration per share of
Christiana common stock payable in the merger will be determined after the
special meetings and could vary from that which would be payable had the merger
been effective on September 30, 1998. If Christiana uses $5.0 million to make
additional purchases of Weatherford common stock, the cash consideration would
drop by approximately $1.00 per share to an estimated $2.50 to $3.00 per share
of Christiana common stock. In addition, Weatherford will determine the cash
consideration following the closing of the merger based on a 30-day post closing
review by Weatherford of the assets and liabilities of Christiana at the closing
of the merger. Weatherford will distribute the cash consideration to the
Christiana shareholders promptly following the calculation of such amount.

Christiana will be obligated to spend up to $15.0 million to purchase
additional shares of Weatherford common stock in order for the merger to qualify
as a "tax free" reorganization under the federal tax laws. Of this money,
Christiana committed to spend $10.0 million to purchase additional shares of
Weatherford common stock prior to the mailing of this joint proxy
statement/prospectus. Christiana purchased 489,300 shares of Weatherford common
stock at an average price per share of $20.44. Christiana is required to spend
up to an additional $5.0 million cash to purchase additional shares of
Weatherford common stock within one week following the vote at the Christiana
special meeting if necessary to allow the stock component of the consideration
to be paid in the merger to equal at least 80% of the total consideration to be
paid in the merger. In addition, Christiana may, but is not obligated to, make
additional purchases of Weatherford common stock in excess of $5.0 million. If
the market price of the Weatherford common stock is less than $18.30 per share
following the Christiana special meeting, it is expected that it will be
necessary for Christiana to make additional purchases of Weatherford common
stock.

For each $1.00 drop in the price of the Weatherford common stock below
$18.30 per share, Christiana will have to effect approximately $900,000 in
additional purchases of Weatherford common stock for the merger to qualify as a
partially tax free reorganization. Because Christiana has committed to a maximum
of $5.0 million of additional purchases of Weatherford common stock, the lowest
price for Weatherford common stock at which the merger will be partially tax
free is approximately $12.75 per share. If the price of Weatherford common stock
declines below approximately $12.75 and does not increase above that level prior
to February 28, 1999, the condition that the merger be a partially tax free
reorganization under the Code would not be satisfied and the merger would not be
completed unless Christiana purchased additional shares of Weatherford common
stock to qualify the merger as a partially tax free reorganization. The
following table shows to what extent additional purchases of Weatherford

61
<PAGE> 65

common stock will be necessary and the effect of such additional purchases on
the Weatherford share consideration and the cash consideration.

ADDITIONAL PURCHASES

<TABLE>
<CAPTION>
AMOUNT OF
ADDITIONAL WEATHERFORD
PRICE PER SHARE OF PURCHASES SHARE APPROXIMATE CASH
WEATHERFORD NECESSARY TO CONSIDERATION PER CONSIDERATION PER
COMMON STOCK AS QUALIFY MERGER AS SHARE OF SHARE OF
OF THE CHRISTIANA PARTIALLY TAX FREE CHRISTIANA CHRISTIANA
SPECIAL MEETING REORGANIZATION COMMON STOCK COMMON STOCK
- --------------------- ------------------ ----------------- -----------------
<S> <C> <C> <C>
$17.00 $1,419,578 .86812 $3.62
$15.00 $3,005,277 .89075 $3.31
$13.00 $4,702,584 .92197 $2.98
$12.75 $4,939,665 .92715 $2.93
</TABLE>

As of the record date, there were 97,264,318 shares of Weatherford common
stock outstanding, including the 4,386,762 shares of Weatherford common stock
held by Christiana. Based upon the number of shares of Christiana common stock
outstanding as of the record date, and after giving effect to the conversion of
the 4,386,762 shares of Weatherford common stock held by Christiana into
treasury shares, the number of shares of Weatherford common stock outstanding
after the merger will be the same as prior to the merger.

Closing of the Merger. The merger will become effective when the Articles
of Merger are duly filed with the Department of Financial Institutions of the
State of Wisconsin or at such later time (not to exceed 90 days from the date
the Articles of Merger are filed) as is specified in the Articles of Merger
pursuant to the mutual agreement of Weatherford and Christiana. It is
anticipated that, if the merger proposal is approved at the special meetings and
all other conditions to the merger have been satisfied or waived, the closing of
the merger will occur as soon as practicable after the special meetings.

Manner and Basis of Converting Shares. At the closing of the merger, each
share of Christiana common stock issued and outstanding immediately prior to the
closing of the merger not owned directly or indirectly by Christiana shall be
converted into a right to receive the Weatherford share consideration and the
cash consideration. No fractional shares of Weatherford common stock will be
issued, and, in lieu thereof, all fractional shares of Weatherford common stock
that would otherwise be issuable in the merger will be rounded to the nearest
whole share of Weatherford common stock.

A letter of transmittal is provided to Christiana shareholders with this
joint proxy statement/prospectus for use in exchanging Christiana common stock
certificates for Weatherford common stock certificates and the cash
consideration. Christiana shareholders should complete the letter of transmittal
in accordance with its instructions and return it to Firstar Bank Milwaukee,
N.A. on or before 5:00 p.m. Central Standard Time on February 5, 1999.

Christiana common stock certificates should be submitted with the letter of
transmittal. If such certificates were submitted in connection with the prior
special meeting, no further action need be taken with respect to such
certificates. Christiana shareholders may receive their certificates back at any
time upon request.

As soon as possible after the closing of the merger, but no later than 30
days thereafter (the "Payment Date"), the parties to the merger agreement shall
calculate and agree upon the cash consideration (anticipated to be between $3.50
and $4.00 per share of Christiana common stock, or between $2.50 and $3.00 if
Christiana uses $5.0 million to make additional purchases of Weatherford common
stock, based upon the terms of the merger agreement as described more fully in
this joint proxy statement/prospectus). On the Payment Date, Weatherford will
pay the cash consideration due each Christiana shareholder who completed the
letter of transmittal and submitted his or her Christiana common stock
certificates therewith to Firstar Bank Milwaukee, N.A., Milwaukee, Wisconsin
(the "Escrow Agent"), which shall promptly distribute the cash consideration to
each such Christiana

62
<PAGE> 66

shareholder unless such shareholder has elected in the letter of transmittal to
apply all or a portion of the cash consideration to the purchase of shares of C2
common stock as described in the C2 prospectus, in which case the cash
consideration shall be so applied. The Escrow Agent shall, following
instructions from the Christiana shareholders, either transmit such funds to C2
to purchase shares of C2 common stock or transmit such funds to the Christiana
shareholders.

Contemporaneously with this joint proxy statement/prospectus, C2 will
deliver to each Christiana shareholder the C2 prospectus regarding the proposed
issuance of C2 common stock. If the merger is approved, each Christiana
shareholder is entitled to purchase shares of C2 common stock and may use the
cash consideration for such purpose by following the procedures described in the
C2 prospectus. The letter of transmittal provided to Christiana shareholders
with this joint proxy statement/prospectus is the means by which Christiana
shareholders may elect to purchase shares of C2 common stock.

The rights of the Christiana shareholders regarding the purchase of C2
common stock and the terms upon which the cash consideration may be used to
purchase such shares are governed by the C2 prospectus. Christiana shareholders
should only rely upon that document with regard to the purchase of those shares.

Until such time as a holder of Christiana common stock surrenders such
shareholder's outstanding stock certificate to the Escrow Agent, together with
an appropriately completed and executed letter of transmittal, such shareholder
will have no rights as a stockholder of Weatherford. Such certificate shall
represent only the right to receive upon surrender thereof the number of shares
of Weatherford common stock and the cash consideration into which the shares of
Christiana common stock theretofore represented by such certificate shall be
converted pursuant to the merger agreement. Unless and until such outstanding
certificates are surrendered, no dividends or other distributions payable to the
holders of Weatherford common stock, as of any time on or after the closing of
the merger, will be paid to the holders of such outstanding certificates. Upon
surrender of the certificate previously representing Christiana common stock,
the holder thereof will receive certificates representing the number of shares
of Weatherford common stock to which such shareholder is entitled, the cash
consideration to which such shareholder is entitled and the amount of any
dividends or other distributions, if any, payable to holders of Weatherford
common stock on or after the closing of the merger with respect to such shares,
without interest thereon. Christiana shareholders who submitted their Christiana
common stock certificates in connection with the prior Christiana special
meeting need not take further action with respect to their stock certificates. A
Christiana shareholder may upon request, receive their certificates back at any
time.

Conditions to the Merger. Weatherford's and Christiana's obligations to
effect the merger are subject to the fulfillment of, at or prior to the closing
date, the following conditions:

- The merger proposal shall have been approved and adopted by the requisite
vote of the stockholders of Christiana and Weatherford.

- No order shall have been entered and remain in effect in any action or
proceeding before any foreign, federal or state court or governmental
agency that would prevent or make illegal the consummation of the TLC
sale and the merger.

- The registration statement of which this joint proxy statement/prospectus
forms a part and the registration statement under the Securities Act to
be filed by C2 in connection with the C2 offering shall be effective on
the closing date, and all post-effective amendments filed shall have been
declared effective or shall have been withdrawn and no stop order
suspending the effectiveness thereof shall have been issued and no
proceedings for that purpose shall have been initiated or, to the
knowledge of the parties, threatened by the Commission.

- There shall have been obtained any and all material permits, approvals
and consents of any governmental body or agency, that reasonably may be
deemed necessary so that the consummation of the merger and the
transactions contemplated thereby will be in compliance with applicable
laws, the failure to comply with which would have:

63
<PAGE> 67

- A material adverse effect on the financial condition of Christiana
after giving effect to the TLC sale or prevent or adversely affect
the ability of Christiana, TLC or C2 to perform and comply with their
respective obligations under the merger agreement, the TLC purchase
agreement or any other agreement to be executed and delivered in
connection with the transactions contemplated thereby (collectively,
a "Christiana MAE").

- A material adverse effect on the financial condition of Weatherford
and its subsidiaries, taken as a whole (a "Weatherford MAE").

- The shares of Weatherford common stock issuable upon consummation of the
merger shall have been approved for listing on the NYSE, subject to
official notice of issuance.

- We shall have received a solvency opinion from American Appraisal, in
form and substance satisfactory to them.

- We shall have received all material third party consents.

Weatherford's obligation to effect the merger is, at the option of
Weatherford, also subject to the fulfillment at or prior to the closing date of
the following conditions:

- The representations and warranties of Christiana contained in the merger
agreement shall be accurate as of the date of the merger agreement and,
except to the extent such representations and warranties speak
specifically as of an earlier date, as of the closing date as though such
representations and warranties had been made at and as of that time, and
all of the terms, covenants and conditions of the merger agreement to be
complied with and performed by Christiana on or before the closing date
shall have been duly complied with and performed in all material
respects.

- There shall not have occurred or exist any fact or condition that would
reasonably result in a Christiana MAE or would constitute a material
fixed or contingent liability to Christiana.

- The Morgan Stanley Opinion shall not have been withdrawn.

- All stock options of Christiana under its various stock option plans
shall have been terminated or such options shall have been exercised.

- Christiana shall have received, and furnished written copies to
Weatherford of, the Christiana affiliates' agreements required by the
merger agreement.

- Weatherford shall have received from Foley & Lardner, counsel to
Christiana, an opinion dated the closing date covering customary matters
relating to the merger agreement, the merger and other corporate and
securities law matters related to Christiana.

- Weatherford shall have received a written opinion from Arthur Andersen
LLP, in form and substance satisfactory to Weatherford, covering the
matters described under "Material Federal Income Tax
Considerations -- Federal Income Tax Consequences of the Merger".

- C2 shall have executed and delivered to Christiana and Weatherford the
TLC purchase agreement and agreement among members, in form and
substance, including schedules, acceptable to Weatherford.

- The TLC sale shall have been consummated.

- Weatherford shall have received from Arthur Andersen LLP an opinion, in
form and substance satisfactory to Weatherford, dated as of the closing
date, to the effect that the merger would not adversely affect the
ability of Weatherford to account for any prior or future business
combination as a pooling of interest.

- Christiana shall have delivered to Weatherford a pro forma balance sheet
after giving effect to the TLC sale, including a full accrual for taxes
thereon without regard to any tax credits or tax

64
<PAGE> 68

deductions that Christiana may have in connection with the exercise of
any stock options, reflecting Christiana Net Cash (as defined in the
merger agreement) in an amount not less than $13.0 million.

- Except for certain liabilities agreed to by Weatherford, all outstanding
indebtedness, including guarantees thereof, of Christiana and its
subsidiaries (other than TLC) shall have been paid in full or Christiana
shall have been released therefrom.

- The assets of Christiana shall consist only of cash of at least $13.0
million, at least 3,897,462 shares of Weatherford common stock and
333.333 units of TLC representing one-third of the outstanding interests
of TLC.

- There shall not be any pending litigation involving Christiana or any of
its subsidiaries that Weatherford, in its sole discretion, considers to
be a material liability for which adequate security has not been provided
Weatherford. See "Description of Christiana -- Legal Proceedings".

Christiana's obligation to effect the merger is, at the option of
Christiana, also subject to the fulfillment at or prior to the closing date of
the following conditions:

- The representations and warranties of Weatherford and Sub contained in
the merger agreement shall be accurate as of the date of the merger
agreement and, except to the extent such representations and warranties
speak specifically as of an earlier date, as of the closing date as
though such representations and warranties had been made at and as of
that time, and all the terms, covenants and conditions of the merger
agreement to be complied with and performed by Weatherford on or before
the closing date shall have been duly complied with and performed in all
material respects.

- The Prudential Securities Opinion shall not have been withdrawn.

- Christiana and C2 shall have received from Fulbright & Jaworski L.L.P.,
counsel to Weatherford, an opinion dated the closing date covering
customary matters relating to the merger agreement and the merger.

- Christiana and C2 shall have received a written opinion from Arthur
Andersen LLP, in form and substance satisfactory to Christiana, covering
the matters described under "Material Federal Income Tax
Considerations -- Federal Income Tax Consequences of the Merger".

- The TLC sale shall have occurred.

Representations and Warranties of the Parties to the Merger Agreement.
Weatherford, Sub, Christiana and C2 have made various representations and
warranties in the merger agreement relating to, among other things, their
respective businesses and financial conditions, the accuracy of their various
filings with the Commission and their financial statements contained therein,
the status of various employee benefit plans and environmental matters, the
satisfaction of certain legal requirements for the merger and the existence of
certain litigation. The representations and warranties of each of the parties to
the merger agreement other than C2 will expire upon consummation of the merger.
The representations and warranties of C2 will survive the closing of the merger
without limitation.

Conduct of Business of Christiana and Weatherford Prior to the Merger.
Christiana is prohibited from taking various actions prior to the closing of the
merger without the prior consent of Weatherford. In this regard, Christiana has
agreed that, unless otherwise expressly contemplated by the merger agreement or
the TLC purchase agreement:

- Its business and its subsidiaries' business would be conducted only in,
and it and its subsidiaries would not take any action except in, the
ordinary course of business and consistent with past practice.

65
<PAGE> 69

- It would not directly or indirectly do any of the following:

- Issue, sell, pledge, dispose of or encumber any capital stock of
Christiana except upon the exercise of Christiana stock options.

- Split, combine or reclassify any outstanding capital stock, or
declare, set aside or pay any dividend payable in cash, stock,
property or otherwise with respect to its capital stock outstanding
at any time.

- Redeem, purchase or acquire or offer to acquire any of its capital
stock.

- Acquire, agree to acquire or make any offer to acquire for cash or
other consideration any equity interest in or assets of any
corporation, partnership, joint venture or other entity in an amount
greater than $500,000.

- Enter into any contract, agreement, commitment or arrangement with
respect to any of the matters set forth in this clause.

- It would not transfer, dispose or otherwise convey any of the shares of
Weatherford common stock held by it or grant or permit there to exist any
lien or other encumbrance on such shares.

- Subject to certain procedures relating to approvals of new contracts, it
would not enter into any contract regarding its business having a term
greater than 120 days or involving an amount in excess of $50,000 or
commit to do the same.

- It would not become bound by any agreement or obligation in an amount in
excess of $500,000 in the aggregate for all such agreements and
obligations.

- It would not pledge or encumber any of the assets to be held by it
following the TLC sale.

- Neither it nor its subsidiaries would enter into any employment or
consulting contracts.

- Neither it nor its subsidiaries would enter into any contract or
agreement that if effective on the date of the merger agreement would be
required to be identified to Weatherford under the terms of the merger
agreement.

- It would not sell, lease, mortgage, pledge, grant a lien or other
encumbrance on or otherwise encumber or otherwise dispose of any of its
subsidiaries' properties or assets, except sales of inventory in the
ordinary course of business consistent with past practice, provided that
Christiana may liquidate, in a manner acceptable to Weatherford, CST
Financial, Inc., Martinique Holdings, Inc. and Christiana Community
Builders, Inc.

- Subject to certain exceptions, neither it nor its subsidiaries would
directly or indirectly incur any indebtedness for borrowed money or
guarantee any such indebtedness of another person, issue or sell any debt
securities or warrants or other rights to acquire any debt securities of
Christiana or its subsidiaries or guarantee any debt securities of
another person.

- Neither it nor any of its subsidiaries would make any election relating
to taxes except for those elections to be made in connection with its
1997 tax returns that are consistent with the 1996 tax returns.

- Neither it nor any of its subsidiaries would change any accounting
principle used by it.

- It would use its reasonable efforts to preserve intact the business
organization and goodwill of Christiana and TLC.

- It would cause there to exist, immediately prior to the closing of the
merger, Christiana Net Cash (as defined in the merger agreement) of not
less than $13.0 million, including $10.67 million to be paid by C2 under
the TLC purchase agreement.

- Subject to certain exceptions, neither it nor any of its subsidiaries
would settle or compromise any litigation.

66
<PAGE> 70

- It would cause the TLC sale to be effected prior to the closing of the
merger.

- It would not authorize any of, or commit or agree to take any of, or
permit any of its subsidiaries to take any of the foregoing actions to
the extent prohibited by the foregoing.

- It shall cause TLC to pay to Christiana a distribution in the amount of
$20.0 million cash prior to the closing of the merger.

- It shall cause TLC to pay in full the entire principal amount of a
promissory note dated September 1, 1992 in the principal amount of $3.0
million together with all accrued interest thereon.

- Except as set forth in the disclosure schedule to the merger agreement,
or agreed to in writing by Weatherford prior to the closing, Christiana
shall cause all of its obligations (1) relating to TLC or any other
historical business of Christiana or its subsidiaries and (2) under any
and all agreements relating to the borrowing of funds, including all
guarantees and other similar arrangements relating thereto, to be fully
released or otherwise satisfied in a manner acceptable to Weatherford.

Pursuant to the merger agreement, Weatherford agreed that, from the date of
the merger agreement until the closing of the merger, unless Christiana
otherwise agrees in writing or as otherwise expressly contemplated by the merger
agreement, it would not take any action that would, or that reasonably could be
expected to, result in any of the representations and warranties set forth in
the merger agreement becoming untrue or any of the conditions to the merger set
forth above not being satisfied.

Expenses. Christiana is required to bear significant transaction costs,
which costs and the estimates thereof are as follows: Prudential Securities
Opinion ($450,000), legal fees and expenses ($450,000), accounting and tax
services ($250,000), American Appraisal Opinion ($75,000), lease cancellation
($327,000), Weatherford's filing fees with the Commission ($50,000), filing fees
under the HSR Act ($90,000), reimbursement for certain costs incurred by
Weatherford ($900,000), including all printing and proxy solicitation costs and
expenses for blue sky and state securities law filings, and miscellaneous
($208,000). Weatherford is required to pay its own legal and financial advisory
fees. Such costs are estimated as of the date of this joint proxy
statement/prospectus and may be higher. If higher, the cash consideration
available for distribution may be lower. See "Related Party Transactions".

Management Following the Merger. No changes in the directors or officers of
Weatherford will be effected as a result of the merger. As of the closing of the
merger, the directors and officers of Sub will become the directors and officers
of Christiana.

Termination or Amendment of the Merger Agreement. The merger agreement
provides that it may be terminated and the merger and the other transactions
contemplated therein may be abandoned at any time prior to the closing of the
merger, whether prior to or after approval by the stockholders of Weatherford or
the shareholders of Christiana, by mutual written consent of Weatherford and
Christiana.

Weatherford or Christiana may also terminate the merger agreement if:

- The merger has not been consummated on or before February 28, 1999,
provided that the right to terminate the merger agreement under this
provision is not available to any party whose breach of any
representation or warranty or failure to fulfill any covenant or
agreement under the merger agreement is the cause of or resulted in the
failure of the merger to occur on or before such date.

- Any court of competent jurisdiction, or some other governmental body or
regulatory authority, shall have issued an order, decree or ruling or
taken any other action restraining, enjoining or otherwise prohibiting
the merger.

- The shareholders of Christiana do not approve the merger proposal at the
Christiana special meeting or at any adjournment thereof.

- The stockholders of Weatherford do not approve the merger proposal at the
Weatherford special meeting or any adjournment thereof.

67
<PAGE> 71

- In the exercise of its good faith judgment as to its fiduciary duties to
its stockholders imposed by law, as advised by outside counsel, the Board
of Directors of Christiana or Weatherford determines that such
termination is appropriate in complying with its fiduciary obligations.

Christiana may terminate the merger agreement if:

- Weatherford fails to comply in any material respect with any of the
covenants or agreements contained in the merger agreement to be complied
with or performed by Weatherford or Sub at or prior to such date of
termination, provided such breach is not cured within 30 days following
receipt by Weatherford of written notice from Christiana of such breach
and is existing at the time of termination of the merger agreement.

- Any representation or warranty of Weatherford contained in the merger
agreement shall not have been true in all respects when made, provided
such breach has not been cured within 30 days following receipt by
Weatherford of written notice from Christiana of such breach and is
existing at the time of termination of the merger agreement or on and as
of the closing of the merger as if made on and as of the closing of the
merger, except to the extent it relates to a particular date, except for
such failures to be so true and correct which would not, individually or
in the aggregate, reasonably be expected to have a Weatherford MAE,
assuming the effectiveness of the merger.

- The Board of Directors of Weatherford withdraws, modifies or changes its
recommendation of the merger proposal in a manner adverse to Christiana
or shall have resolved to do any of the foregoing.

Weatherford may terminate the merger agreement if:

- Christiana fails to comply in any material respect with any of the
covenants or agreements contained in the merger agreement to be complied
with or performed by it at or prior to such date of termination (provided
such breach is not cured within 30 days following receipt by Christiana
of written notice from Weatherford of such breach and is existing at the
time of termination of the merger agreement).

- Any representation or warranty of Christiana contained in the merger
agreement shall not have been true in all respects when made, provided
such breach has not been cured within 30 days following receipt by
Christiana of written notice from Weatherford of such breach and is
existing at the time of termination of the merger agreement or on and as
of the closing of the merger as if made on and as of the closing of the
merger, except to the extent it relates to a particular date, except for
such failures to be so true and correct which would not, individually or
in the aggregate, reasonably be expected to have a Christiana MAE,
assuming the effectiveness of the merger.

- The Board of Directors of Christiana withdraws, modifies or changes its
recommendation of the merger proposal in a manner adverse to Weatherford
or shall have resolved to do any of the foregoing.

GOVERNMENTAL AND REGULATORY APPROVALS

Under the provisions of the HSR Act, the merger may not be consummated
until such time as the specified waiting period requirements of the HSR Act have
been satisfied. We have filed notification reports, together with requests for
early termination of the waiting period, with the Department of Justice and the
Federal Trade Commission ("FTC") and the applicable waiting period has expired.
At any time before or after the closing of the merger, the Department of
Justice, the FTC or a private person or entity could seek under the antitrust
laws, among other things, to enjoin the merger or to cause Weatherford to divest
itself, in whole or in part, of Christiana or of other businesses conducted by
Weatherford. Although neither Weatherford nor Christiana knows of any reason
that a challenge to the merger would be made under the antitrust laws, there can
be no assurance that a challenge to the merger will not be made.

Weatherford and Christiana are aware of no other governmental or regulatory
approvals required for consummation of the merger, other than compliance with
applicable securities laws of the various states.

68
<PAGE> 72

ACCOUNTING TREATMENT

The merger will be accounted for as a purchase under generally accepted
accounting principles.

NYSE LISTING OF WEATHERFORD COMMON STOCK

Pursuant to the merger agreement, Weatherford is required to use reasonable
efforts to obtain listing on the NYSE of the shares of Weatherford common stock
to be issued in connection with the merger. An application for a listing of such
shares on the NYSE, subject to the approval of the merger by the stockholders of
Weatherford, has been filed and is expected to be approved prior to the closing
of the merger. Approval of the listing on the NYSE of the shares of Weatherford
common stock to be issued in the merger is a condition to the respective
obligations of Weatherford, Christiana and Sub to consummate the merger.

COMPARATIVE RIGHTS

FEDERAL SECURITIES LAW CONSEQUENCES

All shares of Weatherford common stock issued in connection with the merger
will be freely transferable, except that any shares of Weatherford common stock
received by persons who are deemed to be "affiliates" (as that term is defined
under the Securities Act) of Christiana prior to the merger may be resold by
them only in transactions registered under the Securities Act, permitted by the
resale provisions of Rule 145 promulgated under the Securities Act (or Rule 144
if such persons are or become affiliates of Weatherford) or otherwise permitted
under the Securities Act. Persons who may be deemed to be affiliates of
Weatherford generally include individuals or entities that control, are
controlled by or are in common control with such party, and may include certain
officers and directors of such party, as well as principal stockholders of such
party.

DISSENTERS' RIGHTS

Under Delaware law, the holders of Weatherford common stock who object to
the merger proposal or abstain from voting in favor of the merger proposal will
not have any appraisal rights or right to receive cash for their shares of
Weatherford common stock, and Weatherford does not intend to make any such
rights available to its stockholders.

The following discussion of dissenters' rights under the Wisconsin Business
Corporation Law (the "WBCL") does not purport to be complete and is qualified in
its entirety by reference to the provisions of Section 180.1301 to 180.1331 of
the WBCL. Christiana undertakes to supply a complete copy of the dissenters'
rights provisions upon written request of its respective shareholders to
Christiana Companies, Inc., William T. Donovan, President and Chief Financial
Officer, 700 North Water Street, Suite 1200, Milwaukee, Wisconsin 53202.

Any holder of Christiana common stock who is entitled to vote at the
Christiana special meeting and who objects to the merger may demand payment of
his or her shares of Christiana common stock. Any such shareholder who elects to
exercise such rights and wishes to do so must do the following:

- Before the vote is taken at the Christiana special meeting regarding
approval of the merger, deliver to Christiana written notice that
complies with Section 180.0141 of the WBCL of such shareholder's intent
to demand payment for such shareholder's shares.

- Not vote such shares in favor of approval of the merger.

69
<PAGE> 73

A shareholder may assert dissenters' rights as to fewer than all the shares
registered in such shareholder's name only if such shareholder dissents with
respect to all shares beneficially owned by any one person and notifies
Christiana in writing of the name and address of each person on whose behalf
such record shareholder asserts dissenters' rights. The rights of a shareholder
asserting dissenters' rights as to fewer than all shares registered in such
shareholder's name are determined as if the shares as to which such shareholder
dissents and such shareholder's other shares were registered in the names of
different shareholders. Similarly, a beneficial owner of Christiana common stock
may assert dissenters' rights as to shares held on the beneficial owner's behalf
only if the beneficial owner submits to Christiana the record shareholder's
written consent to the dissent not later than the time the beneficial
shareholder asserts dissenters' rights and the beneficial owner does so with
respect to all shares of which it is the beneficial owner or over which it has
power to direct the vote. All notices to Christiana should be sent or delivered
to its address at the end of the immediately preceding paragraph.

Not more than ten days after approval of the merger by Christiana
shareholders, Christiana must send to each person who has satisfied the
foregoing requirements for asserting dissenters' rights a notice that complies
with Section 180.0141 of the WBCL which must, among other things:

- State where the demand for payment must be sent.

- State where and when share certificates must be deposited.

- State the extent to which the transfer of the shares will be restricted
after the demand for payment is received.

- Supply a form for demanding payment that includes the date of the first
announcement to news media, which date was December 15, 1997, or to
shareholders of the terms of the proposed merger and requires that the
shareholder or beneficial shareholder asserting dissenters' rights
certify whether such shareholder acquired beneficial ownership of its
shares before that date.

- Set a date (which must be at least 30 but not more than 60 days after the
date the dissenters' notice is delivered) by which Christiana must
receive a demand for payment.

- Be accompanied by a copy of the dissenters' rights provisions of the
WBCL.

A shareholder or beneficial shareholder who receives a dissenters' notice
and wishes to exercise dissenters' rights must submit a written demand for
payment, must certify whether beneficial ownership was acquired prior to
December 15, 1997, and must deposit the applicable share certificates in
accordance with the terms of the dissenters' notice. A shareholder or beneficial
shareholder who does not demand payment in the foregoing manner will not be
entitled to payment for his or her shares under Sections 180.1301 to 180.1331 of
the WBCL. Upon receipt of an appropriate demand for payment and the share
certificates from a dissenting shareholder who certified that beneficial
ownership was acquired before December 15, 1997, Christiana will pay the
dissenting shareholder, provided such shareholder has complied with Section
180.1323 of the WBCL, Christiana's estimate of the fair value of the dissenting
shareholder's shares plus interest, if any, from the date the merger is
consummated. Upon receipt of such demand for payment and the share certificates
from a dissenting shareholder who did not certify that beneficial ownership was
acquired prior to December 15, 1997, Christiana may choose to withhold payment
required by Section 180.1325 of the WBCL from such dissenting shareholder. If
Christiana elects to withhold payment in the foregoing manner, it must offer to
purchase the dissenting shareholder's shares at a price based upon Christiana's
estimate of the fair value of the dissenting shareholder's shares plus accrued
interest, if any.

The payment must be accompanied by all of the following:

- Christiana's latest available financial statements, audited and including
footnote disclosure, if available, including a balance sheet as of the
end of a fiscal year ended not more than 16 months before the date of
payment, an income statement for that year, a statement of changes in
shareholders' equity for that year and the latest available interim
financial statements, if any.

70
<PAGE> 74

- Christiana's estimate of the fair value of shares.

- An explanation of how interest was calculated.

- A statement of the dissenting shareholder's right to demand payment under
Section 180.1328 of the WBCL if dissatisfied with the payment.

- A copy of Sections 180.1301 to 180.1331 of the WBCL.

Within 30 days after receipt of such payment or offer, the dissenting
shareholder either must accept the payment or offer or must notify Christiana in
writing of the shareholder's estimate of the fair value of the shares plus
accrued interest and demand payment of the shareholder's estimate, less any
payment previously received. In the event Christiana fails to make payment to a
person within 60 days after the date set for demanding payment, such person may
notify Christiana in writing of his or her own estimate of the fair value of his
or her shares (and accrued interest) and demand payment of such shareholder's
estimate. If a dissenting shareholder and Christiana cannot agree as to the fair
value of such dissenter's shares, Christiana must, within 60 days after
receiving the demand for payment, commence a special proceeding in the Circuit
Court of Milwaukee County, Wisconsin to determine the fair value of such shares
and accrued interest. If Christiana fails to commence such a proceeding within
such 60-day time period, Christiana must pay to each dissenting shareholder
whose demand remains unsettled the amount each such dissenting shareholder
demands as fair value.

Shareholders contemplating exercising dissenters' rights under Wisconsin
law are urged to read carefully the dissenters' rights provisions of the WBCL.

MATERIAL FEDERAL INCOME TAX CONSIDERATIONS

The following discussion of the material United States Federal income tax
consequences of the merger is based in part on an opinion of Arthur Andersen LLP
dated December 23, 1998, and on the current federal tax laws and regulations and
judicial and administrative interpretations thereof. No rulings have been
requested from the Internal Revenue Service (the "IRS") regarding these matters.
Additionally, the opinion of Arthur Andersen LLP is based on various
representations and assumptions, including representations by Weatherford and
Christiana regarding the reasons for the transaction described in "Weatherford's
Reasons for the Transaction" and "Christiana's Reasons for the Transaction", and
is not binding on the IRS or the courts. The conclusions set forth in the
discussion may change as a result of changes in applicable laws or
interpretations thereof occurring after the date hereof. The discussion does not
address the effects of any state, local or foreign tax laws on the merger.

THE OPINION OF ARTHUR ANDERSEN LLP ALSO IS REQUIRED TO BE DELIVERED TO
WEATHERFORD AND CHRISTIANA AS A CONDITION TO THE CLOSING OF THE MERGER.
WEATHERFORD AND CHRISTIANA MAY WAIVE THE RECEIPT OF THE OPINION AS A CONDITION
TO CLOSING. EXCEPT FOR MODIFICATIONS TO THE OPINIONS WHICH WOULD NOT CHANGE THE
CONCLUSIONS OF THE OPINIONS DESCRIBED BELOW OR WHICH WEATHERFORD AND CHRISTIANA
DO NOT BELIEVE WILL MATERIALLY CHANGE THE SUBSTANCE OF SUCH OPINIONS, NO WAIVER
OF THE REQUIRED OPINIONS OF ARTHUR ANDERSEN LLP WILL BE EFFECTED BY WEATHERFORD
OR CHRISTIANA WITHOUT DISCLOSURE TO THEIR STOCKHOLDERS OF THE WAIVER, INCLUDING
THE RISKS THEREOF, AND PROVIDING STOCKHOLDERS WITH AN OPPORTUNITY TO CHANGE
THEIR VOTE ON THE TRANSACTION.

The tax treatment of a shareholder may vary depending upon his or her
particular situation, and certain shareholders that have a special status may be
subject to special rules not discussed below. Persons that may be subject to
such special rules include individuals who hold restricted Christiana common
stock, individuals who acquired Christiana common stock as a result of the
exercise of an employee stock option, pursuant to an employee stock purchase
plan or otherwise as compensation, insurance companies, tax-exempt
organizations, financial institutions or broker-dealers, persons who do not hold
Christiana common stock as a capital asset and persons who are neither citizens
nor residents of the United States, or who are foreign corporations, foreign
partnerships or foreign estates or trusts not subject to United States Federal
income tax on income regardless of source.

71
<PAGE> 75

EACH SHAREHOLDER IS URGED TO CONSULT HIS OR HER OWN TAX ADVISOR AS TO THE
PARTICULAR TAX CONSEQUENCES TO HIM OR HER OF THE TRANSACTION, INCLUDING THE
APPLICABILITY AND EFFECT OF ANY STATE, LOCAL OR FOREIGN TAX LAWS, AND OF CHANGES
IN APPLICABLE TAX LAWS.

FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER

In the opinion of Arthur Andersen LLP:

- The merger of Sub will constitute a partially tax free reorganization
under the federal tax laws and Christiana, Weatherford and Sub will be
parties to the reorganization.

- Neither Weatherford nor Sub will recognize any gain or loss as a result
of the merger.

- No gain or loss will be recognized by Christiana on the consummation of
the merger.

- Except for the cash consideration to be received in the merger, a holder
of Christiana common stock will not recognize any income, gain or loss as
a result of the receipt of Weatherford common stock in the merger.

- A holder's tax basis in his or her shares of Weatherford common stock to
be received in the merger will equal such holder's basis in his or her
shares of Christiana common stock to be surrendered in exchange therefor
(as determined immediately following the merger) less the cash
consideration to be received for the holder's shares of Christiana common
stock and increased by the gain recognized in the merger by the holder.

- A holder's holding period for his or her shares of Weatherford common
stock to be received in the merger will include the period for which the
shares of Christiana common stock were held if the shares were held as
capital assets at the time of the merger.

- Holders of Christiana common stock will recognize gain for the cash
consideration to be received in the merger. The gain recognized by the
holders of Christiana common stock in the merger will be a capital gain
provided the Christiana common stock to be exchanged is a capital asset
in the hands of the shareholder and provided it is not essentially
equivalent to a dividend.

BACKUP WITHHOLDING

Under the backup withholding rules, a holder of Weatherford common stock
may be subject to backup withholding at the rate of 31% with respect to
dividends and proceeds of redemption, unless such holder (a) is a corporation or
comes within certain other exempt categories and, when required, demonstrates
this fact or (b) provides a correct taxpayer identification number, certifies as
to no loss of exemption from backup withholding and otherwise complies with
applicable requirements of the backup withholding rules. Any amount withheld
under these rules will be credited against the holder's United States Federal
income tax liability. Weatherford may require holders of Weatherford common
stock to establish an exemption from backup withholding or to make arrangements
satisfactory to Weatherford with respect to the payment of backup withholding. A
holder who does not provide Weatherford with his or her current taxpayer
identification number may be subject to penalties imposed by the IRS.

INTERESTS OF CERTAIN PERSONS IN THE TRANSACTION

CHRISTIANA OWNERSHIP

Christiana currently owns 4,386,762 shares of Weatherford common stock,
which in the aggregate represents approximately 4.5% of the total outstanding
shares of Weatherford common stock. Sheldon B. Lubar is a member of the Board of
Directors of Weatherford and the Chairman and Chief Executive Officer of
Christiana. Mr. Lubar in his capacity as a director of Weatherford did not
participate in any business of the Weatherford Board of Directors relating to
the merger or any transactions related to the merger. As of the date of this
joint proxy statement/prospectus, Mr. Lubar beneficially owns, together with

72
<PAGE> 76

his wife (who owns 433,705 shares) and as trustee of certain trusts for the
benefit of his grandchildren, 968,615 shares of Christiana common stock (18.8%
of the outstanding shares of Christiana common stock) and options to purchase an
aggregate of 30,000 shares of Weatherford common stock. In addition, certain
members of Mr. Lubar's immediate family own shares of Christiana common stock in
the following amounts: David J. Lubar, his son, 427,403 shares (8.2% of the
outstanding shares of Christiana common stock); Joan P. Lubar, his daughter,
448,551 shares (8.6% of the outstanding shares of Christiana common stock);
Kristine L. Thomson, his daughter, 430,478 shares (8.3% of the outstanding
shares of Christiana common stock); and Susan Solvang, his daughter, 442,953
shares (8.5% of the outstanding shares of Christiana common stock). As a result
of the transaction and assuming Christiana makes no additional purchases of
Weatherford common stock, Sheldon B. Lubar, David J. Lubar, Joan P. Lubar,
Kristine L. Thomson and Susan Solvang, will own 825,173, 364,109, 382,125,
366,729 and 377,356 shares of Weatherford common stock, respectively.

In addition, other directors and executive officers beneficially own shares
of Christiana common stock in the following amounts: Albert O. Nicholas, a
Christiana director, 310,700 shares (6.0% of the outstanding shares of
Christiana common stock); Nicholas F. Brady, a Christiana director, 200,000
shares (3.8% of the outstanding shares of Christiana common stock); William T.
Donovan, President, Chief Financial Officer and a director of Christiana,
167,532 shares (3.3% of the outstanding shares of Christiana common stock); Gary
R. Sarner, Chairman of TLC, 61,000 shares (less than 1.0% of the outstanding
shares of Christiana common stock); and John R. Patterson, President and Chief
Executive Officer of TLC, 45,000 shares (less than 1.0% of the outstanding
shares of Christiana common stock). The amounts reflected for Messrs. Donovan,
Sarner and Patterson include options to purchase 14,000, 55,000 and 32,500
shares of Christiana common stock, respectively. As a result of the merger and
assuming there are no additional purchases of Weatherford common stock, Messrs.
Nicholas, Brady, Donovan, Sarner and Patterson will own 264,688, 170,382,
142,722, 51,967 and 38,336 shares of Weatherford common stock, respectively.

Christiana's executive officers and directors, like all other Christiana
shareholders, will be entitled to purchase one share of C2 common stock for each
share of Christiana common stock held immediately prior to the completion of the
merger. In addition, the Lubar family agreed to purchase enough shares of C2
common stock as are necessary for the net proceeds of the C2 offering to equal
$10.67 million to fund C2's purchase of two-thirds of TLC. This will insure that
C2 has sufficient funds to complete the TLC sale, after deducting the expenses
of the C2 offering.

Certain executive officers and directors of Christiana will be executive
officers and directors of C2, and, to the extent such officers and directors are
Christiana shareholders, they will have the ability to purchase their pro rata
interest in C2 pursuant to the C2 offering. Assuming all shareholders of
Christiana exercise their ability to purchase their pro rata interest in C2
pursuant to the C2 offering, the Lubar family and the other officers and
directors of C2 would beneficially own approximately 66% of the outstanding
shares of C2 common stock. To the extent Christiana shareholders do not exercise
their ability to purchase their pro rata interest in C2, the beneficial
ownership interest in C2 of the Lubar family and the other directors and
officers of C2 will increase, and such persons could potentially own up to 100%
of C2 common stock.

Under the terms of the merger agreement, all employee stock options of
Christiana are required to be exercised or cancelled prior to the merger. As a
result, the executive officers and other individuals who hold options to
purchase shares of Christiana common stock were given a choice of either of the
following:

- Cancel, in whole or in part, their options in exchange for an amount
equal to the (1) difference between $40.00 and the option exercise price,
multiplied by (2) the number of shares subject to the cancelled option.
This price was fixed at the time the merger agreement initially was
entered into and is substantially greater than the current market price.
Christiana's cash payments to such persons will be reduced to the extent
necessary to allow Christiana to deduct the full amount of the payments
for federal income tax purposes.

- Exercise their options prior to the closing of the merger.

73
<PAGE> 77

Mr. Sarner has elected to cancel options to purchase 75,000 shares of Christiana
common stock, in exchange for $531,685. Mr. Patterson has elected to cancel
options to purchase 92,300 shares of Christiana common stock, in exchange for
$845,915.

INDEMNITY

Under the agreement providing for C2's purchase of two-thirds of TLC, TLC
and C2 are obligated to indemnify Christiana, Weatherford and their respective
affiliates and agents for various liabilities relating to historical operations
of Christiana, TLC and their current and historical subsidiaries and
predecessors. Among the matters for which TLC and C2 are required to indemnify
Christiana and Weatherford are:

- Any liability relating to any claim or damage by any stockholder of
Christiana or Weatherford with respect to the merger, the TLC sale or the
transactions relating thereto.

- Any taxes as a result of the merger subsequently being determined to be a
taxable transaction for foreign, federal, state or local law purposes
regardless of the theory or reason for the merger being subject to tax
and any taxes as a result of the TLC sale. This indemnity includes claims
and liabilities arising under the securities laws and claims with respect
to this joint proxy statement/ prospectus.

74
<PAGE> 78

WEATHERFORD SELECTED CONDENSED CONSOLIDATED FINANCIAL DATA

The following table sets forth certain selected historical condensed
consolidated financial data of Weatherford. You should also read the following:

- Weatherford's Quarterly Report on Form 10-Q for the period ended
September 30, 1998.

- Weatherford's Current Report on Form 8-K dated June 15, 1998, as amended
by Amendment No. 1 to Current Report on Form 8-K on Form 8-K/A dated July
20, 1998 and Amendment No. 2 to Current Report on Form 8-K on Form 8-K/A
dated December 10, 1998.

The above information is included or incorporated by reference in this joint
proxy statement/prospectus.

<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30, YEAR ENDED DECEMBER 31,
----------------------- ----------------------------------------------------------
1998 1997 1997 1996 1995 1994 1993
---------- ---------- ---------- ---------- ---------- -------- --------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C> <C> <C>
OPERATING DATA:
Revenues................... $1,586,747 $1,417,970 $1,969,089 $1,467,270 $1,125,803 $858,993 $671,470
Cost of sales.............. 1,078,704 995,631 1,371,126 1,090,814 831,231 630,850 482,878
Selling, general and
administrative
expenses................. 213,330 189,117 264,553 209,433 195,747 155,860 127,966
Equity in earnings of
unconsolidated
affiliates............... (2,241) (1,754) (2,582) (2,078) (1,477) (1,169) (2,716)
Merger costs and other
charges.................. 120,000 -- -- -- 88,182 2,500 4,000
---------- ---------- ---------- ---------- ---------- -------- --------
Operating income........... 176,954 234,976 335,992 169,101 12,120 70,952 59,342
Interest expense........... (40,482) (31,273) (43,273) (39,368) (33,504) (22,384) (11,601)
Other income, net.......... 4,357 8,064 12,242 2,941 8,409 615 2,231
Income tax (provision)
benefit.................. (51,823) (74,397) (108,188) (40,513) 4,707 (13,137) (14,741)
---------- ---------- ---------- ---------- ---------- -------- --------
Income (loss) from
continuing operations.... $ 89,006 $ 137,370 $ 196,773 $ 92,161 $ (8,268) $ 36,046 $ 35,231
========== ========== ========== ========== ========== ======== ========
Earnings (loss) per share
from continuing
operations:
Basic.................... $ 0.92 $ 1.44 $ 2.04 $ 1.03 $ (0.10) $ 0.53 $ 0.58
Diluted.................. 0.91 1.41 2.01 1.01 (0.10) 0.53 0.58
Weighted average shares
outstanding:
Basic.................... 96,973 95,703 96,052 89,842 77,595 67,672 60,628
Diluted.................. 97,684 97,194 97,562 90,981 77,595 68,032 60,894
</TABLE>

75
<PAGE> 79

CHRISTIANA SELECTED CONSOLIDATED FINANCIAL DATA

The following table sets forth certain selected historical financial data
of Christiana. The historical financial data as of and for each of the five
years in the period ended June 30, 1998 was derived from the consolidated
financial statements of Christiana, which were audited by Arthur Andersen LLP,
independent public accountants. The historical financial data as of September
30, 1998 and for the three month periods ended September 30, 1998 and 1997 have
not been audited. In the opinion of Christiana, the historical financial data as
of September 30, 1998 and for the three month periods ended September 30, 1998
and 1997 include all adjusting entries necessary to present fairly the
information set forth therein. The operating data for the three month period
ended September 30, 1998 is not necessarily indicative of results that may be
expected for the year ending June 30, 1999. You should also read the following:

- Christiana's Quarterly Report on Form 10-Q for the period ended September
30, 1998.

The above information is included or incorporated by reference in this joint
proxy statement/prospectus.

<TABLE>
<CAPTION>
THREE MONTHS ENDED
SEPTEMBER 30, FISCAL YEAR ENDED JUNE 30,
------------------- ------------------------------------------------
1998 1997 1998 1997 1996 1995 1994
-------- -------- ------- ------- ------- -------- -------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C> <C> <C>
Operating Data:
Revenues...................... $22,370 $23,047 $90,179 $84,208 $77,170 $126,881 $90,153
Direct operating expenses..... 18,633 19,201 76,057 70,973 65,418 104,818 74,976
Selling, general and
administrative expenses.... 2,365 2,229 8,364 8,656 7,531 11,739 8,755
------- ------- ------- ------- ------- -------- -------
Operating income.............. 1,372 1,617 5,758 4,579 4,221 10,324 6,422
Interest expense.............. (573) (752) (2,691) (3,166) (3,096) (4,842) (3,710)
Equity in earnings of
Weatherford................ --(1) 1,937 7,872 10,479 1,745 -- --
Other income (expense), net... 26 (364) (1,012) (923) 3,141 3,658 3,195
Income tax expenses........... 323 953 3,920 4,306 2,408 3,394 2,256
Minority interest............. -- -- -- -- -- (684) (530)
------- ------- ------- ------- ------- -------- -------
Net income.................... $ 502 $ 1,485 $ 6,007 $ 6,663 $ 3,603 $ 5,062 $ 3,121
======= ======= ======= ======= ======= ======== =======
Earnings per share(2):
Basic...................... $ 0.10 $ 0.29 $ 1.17 $ 1.30 $ 0.69 $ 0.96 $ 0.59
Diluted.................... 0.10 0.29 1.15 1.29 0.69 0.96 0.59
Weighted average shares
outstanding................ 5,149 5,137 5,143 5,137 5,187 5,276 5,321
</TABLE>

<TABLE>
<CAPTION>
JUNE 30,
SEPTEMBER 30, -------------------------------------------------
1998 1998 1997 1996 1995 1994
------------- -------- -------- -------- -------- --------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C> <C>
Balance Sheet Data:
Total assets................. $179,351 $239,241 $142,355 $131,018 $121,742 $147,565
Long-term debt............... 26,275 27,122 36,149 44,013 38,256 53,458
Stockholders' equity......... 100,297(3) 136,229(3) 72,085 61,077 58,710 60,088
Cash dividends per share..... -- -- -- -- -- --
</TABLE>

- ---------------

(2) All earnings per share amounts have been restated to reflect the adoption of
Statement of Accounting Standards No. 128, "Earnings Per Share", effective
December 15, 1997.

76
<PAGE> 80

PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following summary unaudited pro forma condensed consolidated financial
data of Weatherford is based on the historical financial data of Weatherford and
the historical financial data of Christiana. The Unaudited Pro Forma Condensed
Consolidated Statements of Income for the twelve months ended December 31, 1997,
and the nine months ended September 30, 1998, give effect to the proposed merger
and the sale by Christiana, prior to the proposed merger, of a two-thirds
interest in TLC to C2 for approximately $10.7 million, as if these transactions
occurred on January 1, 1997. The Unaudited Pro Forma Condensed Consolidated
Balance Sheet gives effect to the sale by Christiana of a two-thirds interest in
TLC to C2 for approximately $10.7 million, and the $10.0 million purchase of
Weatherford common stock by Christiana in the merger as if these transactions
occurred on September 30, 1998.

The pro forma information is not necessarily indicative of the results that
actually would have been achieved had such transactions been consummated as of
the dates mentioned above, or that may be achieved in the future. All other
acquisitions by Weatherford are not material individually or in the aggregate;
therefore, pro forma information is not reflected. Because this pro forma
information is a summary, it does not contain all information that may be
important to you. You should also read the following:

- Weatherford's Quarterly Report on Form 10-Q for the period ended
September 30, 1998.

- Weatherford's Selected Condensed Consolidated Financial Data.

- Christiana's financial statements and related notes.

The above information is included or are incorporated by reference in this joint
proxy statement/ prospectus.

77
<PAGE> 81

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

AS OF SEPTEMBER 30, 1998
(IN THOUSANDS)

[CAPTION]

<TABLE>
<CAPTION>
PRO FORMA
ADJUSTMENTS
------------------------------------------
PURCHASE OF
WEATHERFORD CHRISTIANA SALE OF WEATHERFORD MERGER WEATHERFORD
HISTORICAL HISTORICAL TLC(A) SHARES(B) ENTRIES PRO FORMA
----------- ---------- ----------- ----------- --------- -----------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
<S> <C> <C> <C> <C> <C> <C>
Current assets:
Cash and cash equivalents.......... $ 48,542 $ 5,286 $ 33,246(c) $(10,000) $ (20,571)(d)(e) $ 56,503
Accounts receivable, net........... 461,323 9,172 (9,172) -- -- 461,323
Inventories........................ 552,609 -- -- -- -- 552,609
Other current assets............... 114,802 3,839 (2,573) -- (1,266)(f) 114,802
---------- -------- -------- -------- --------- ----------
Total current assets........ 1,177,276 18,297 21,501 (10,000) (21,837) 1,185,237
---------- -------- -------- -------- --------- ----------
Property, plant and equipment, net... 900,616 69,906 (69,906) -- -- 900,616
Goodwill, net........................ 766,031 5,396 (5,396) -- -- 766,031
Investment in Weatherford............ -- 84,283 -- 10,000 (94,283)(g) --
Investment in TLC.................... -- -- 7,785(h) -- (3,180)(i) 4,605
Other assets......................... 80,297 1,469 (1,469) -- -- 80,297
---------- -------- -------- -------- --------- ----------
$2,924,220 $179,351 $(47,485) $ -- $(119,300) $2,936,786
========== ======== ======== ======== ========= ==========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short-term borrowings and current
portion of long-term debt........ $ 259,742 $ 2,630 $ (2,630) $ -- $ -- $ 259,742
Accounts payable................... 159,025 4,248 (4,248) -- -- 159,025
Other accrued liabilities.......... 216,251 6,822 (435)(j) -- 2,448(e)(f) 225,086
---------- -------- -------- -------- --------- ----------
Total current liabilities... 635,018 13,700 (7,313) -- 2,448 643,853
---------- -------- -------- -------- --------- ----------
Long-term debt....................... 244,552 26,275 (26,275) -- -- 244,552
Deferred income taxes and other...... 118,640 39,079 (10,927)(j) -- (24,421)(g) 122,371
5% Convertible Subordinated
Preferred Equivalent Debentures.... 402,500 -- -- -- -- 402,500
Stockholders' equity:
Common stock....................... 103,461 5,209 -- -- (822)(k)(l) 107,848
Capital in excess of par........... 1,051,455 12,347 -- -- 57,018(k)(l) 1,120,820
Treasury stock, at cost............ (190,996) (1,236) -- -- (72,516)(k)(l) (264,748)
Retained earnings.................. 631,354 62,612 (2,970) -- (59,642)(e)(l) 631,354
Cumulative foreign currency
translation adjustment........... (71,764) -- -- -- -- (71,764)
Unrealized gain on securities
available for sale............... -- 21,365 -- -- (21,365)(g) --
---------- -------- -------- -------- --------- ----------
Total stockholders'
equity.................... 1,523,510 100,297 (2,970) -- (97,327) 1,523,510
---------- -------- -------- -------- --------- ----------
$2,924,220 $179,351 $(47,485) $ -- $(119,300) $2,936,786
========== ======== ======== ======== ========= ==========
</TABLE>

78
<PAGE> 82

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME

FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1997
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
PRO FORMA
ADJUSTMENTS
WEATHERFORD CHRISTIANA ------------- WEATHERFORD
HISTORICAL HISTORICAL CHRISTIANA(M) PRO FORMA
------------ ---------- ------------- -----------
<S> <C> <C> <C> <C>
Revenues:
Products.................................. $1,097,823 $ -- $ - $1,097,823
Services and rentals...................... 871,266 90,101 (90,101) 871,266
---------- ------- -------- ----------
1,969,089 90,101 (90,101) 1,969,089
---------- ------- -------- ----------
Costs and expenses:
Cost of sales:
Products............................... 790,314 -- -- 790,314
Services and rentals................... 580,812 76,377 (76,377) 580,812
Selling, general and administrative....... 264,553 9,103 (9,103) 264,553
Equity in earnings in unconsolidated
affiliates............................. (2,582) -- -- (2,582)
---------- ------- -------- ----------
1,633,097 85,480 (85,480) 1,633,097
---------- ------- -------- ----------
Operating income............................ 335,992 4,621 (4,621) 335,992
---------- ------- -------- ----------
Other income (expense):
Interest expense.......................... (43,273) (2,991) 2,991 (43,273)
Interest income........................... 8,329 507 (507) 8,329
Equity in earnings in Weatherford......... -- 6,290 (6,290)(n) --
Equity in earnings in TLC................. -- -- 130 130
Other income (expense), net............... 3,913 (1,470) 1,470 3,913
---------- ------- -------- ----------
(31,031) 2,336 (2,206) (30,901)
---------- ------- -------- ----------
Income (loss) before income taxes........... 304,961 6,957 (6,827) 305,091
Provision (benefit) for income taxes........ 108,188 2,763 (2,717)(o) 108,234
---------- ------- -------- ----------
Income (loss) from continuing operations.... $ 196,773 $ 4,194 $ (4,110) $ 196,857
========== ======= ======== ==========
Earnings per share from continuing
operations:
Basic..................................... $ 2.04 $ 2.05
========== ==========
Diluted................................... $ 2.01 $ 2.02
========== ==========
Weighted average shares outstanding:
Basic..................................... 96,052 96,052(p)
========== ==========
Diluted................................... 97,562 97,562
========== ==========
</TABLE>

79
<PAGE> 83

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
PRO FORMA
ADJUSTMENTS
WEATHERFORD CHRISTIANA -------------- WEATHERFORD
HISTORICAL HISTORICAL CHRISTIANA(M) PRO FORMA
----------- ---------- -------------- -----------
<S> <C> <C> <C> <C>
Revenues:
Products.................................. $ 978,927 $ -- $ -- $ 978,927
Services and rentals...................... 607,820 65,835 (65,835) 607,820
---------- ------- -------- ----------
1,586,747 65,835 (65,835) 1,586,747
---------- ------- -------- ----------
Costs and expenses:
Cost of sales:
Products............................... 675,442 -- -- 675,442
Services and rentals................... 403,262 55,373 (55,373) 403,262
Selling, general and administrative....... 213,330 6,387 (6,387) 213,330
Merger costs and other charges............ 120,000 -- -- 120,000
Equity in earnings of unconsolidated
affiliates............................. (2,241) -- -- (2,241)
---------- ------- -------- ----------
1,409,793 61,760 (61,760) 1,409,793
---------- ------- -------- ----------
Operating income............................ 176,954 4,075 (4,075) 176,954
---------- ------- -------- ----------
Other income (expense):
Interest expense.......................... (40,482) (1,772) 1,772 (40,482)
Interest income........................... 1,692 273 (273) 1,692
Equity in earnings in Weatherford......... -- 4,425 (4,425)(n) --
Equity in earnings in TLC................. -- -- 495 495
Other income (expense), net............... 2,665 (128) 128 2,665
---------- ------- -------- ----------
(36,125) 2,798 (2,303) (35,630)
---------- ------- -------- ----------
Income (loss) before income taxes........... 140,829 6,873 (6,378) 141,324
Provision (benefit) for income taxes........ 51,823 2,707 (2,534)(o) 51,996
---------- ------- -------- ----------
Income (loss) from continuing operations.... $ 89,006 $ 4,166 $ (3,844) $ 89,328
========== ======= ======== ==========
Earnings per share from continuing
operations:
Basic..................................... $ 0.92 $ 0.92
========== ==========
Diluted................................... $ 0.91 $ 0.91
========== ==========
Weighted average shares outstanding:
Basic..................................... 96,973 96,973(p)
========== ==========
Diluted................................... 97,684 97,684
========== ==========
</TABLE>

80
<PAGE> 84

NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

GENERAL

These notes describe the assumptions used to prepare the unaudited pro
forma condensed consolidated financial statements. The pro forma adjustments are
based on estimates made by Weatherford's management using information currently
available.

PRO FORMA ADJUSTMENTS

The adjustments to the accompanying Unaudited Pro Forma Condensed
Consolidated Balance Sheet are the following:

(a) This adjustment reflects the sale of a two-thirds interest in TLC by
Christiana to C2 for cash of $10.67 million and reflects a $3.0 million
loss, net of taxes of $1.9 million. The loss results from the sale price
being less than the $15.6 million carrying value of the two-thirds interest
in TLC. The sale is in accordance with the merger agreement as (1) TLC is
required to distribute $23.0 million to Christiana, funded from borrowings
of TLC to permit Christiana to have sufficient cash to allow Weatherford to
pay the cash consideration, (2) Christiana is required to sell its
two-thirds interest in TLC to C2 for $10.67 million and (3) Weatherford is
required to pay to the Christiana shareholders an amount of cash equal to
the cash held by Christiana in excess of the amount of accrued unpaid taxes
(without giving effect to the value of certain tax deductions to be
retained by Christiana) and fixed liabilities at the closing of the
transaction to be maintained by Christiana for the benefit of Weatherford.

(b) This adjustment reflects Christiana's purchase in the open market of $10.0
million, or 489,300 shares, of Weatherford common stock at an average
market price of $20.44 per share. Subsequent to this purchase, Christiana's
investment in Weatherford represents 4,386,762 shares of Weatherford common
stock; accordingly, 4,386,762 shares of Weatherford common stock will be
distributed to the Christiana shareholders as a result of the merger.

(c) This adjustment reflects the receipt by Christiana of $23.0 million from a
dividend from TLC funded through TLC's borrowings to meet the required
minimum cash levels required by the merger agreement, and reflects the
receipt by Christiana of $10.67 million from its sale of the two-thirds
interest in TLC less $0.4 million of cash held by TLC.

(d) This adjustment reflects the pro forma cash payment by Weatherford of $18.9
million ($3.67 per share) to the holders of Christiana common stock
pursuant to the merger agreement. The pro forma cash payment by Weatherford
of $3.67 per share is based on the pro forma data as of September 30, 1998;
however, Christiana currently estimates that such payment will be between
$3.50 and $4.00 per share. The cash payment difference of $0.33 per share
reflects expected cash flow through the anticipated closing and timing
differences for cash expenditures, including taxes, for the period from
October 1, 1998, to closing, not reflected in the historical financial
information of Christiana. Both the pro forma cash payment by Weatherford
of $3.67 per share and Christiana's estimate of a cash payment between
$3.50 and $4.00 per share assume Christiana is not required to make
additional purchases of up to $5.0 million of Weatherford common stock. If
Christiana makes additional purchases of Weatherford common stock of $5.0
million, Christiana estimates that the pro forma cash payment would be
between $2.50 and $3.00 per share.

(e) This adjustment reflects the cancellation of Christiana employee stock
options for $1.7 million in cash. The cancellation of Christiana employee
stock options generates a tax benefit of $0.6 million and a reduction in
retained earnings of $1.1 million. Cash in the amount of the tax benefit,
$0.6 million, is required to be retained by Christiana for the benefit of
Weatherford.

(f) This adjustment records a $3.0 million liability, net of $1.3 million of
expenses paid as of September 30, 1998, for transaction costs related to
the transaction.

81
<PAGE> 85
NOTES TO PRO FORMA CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

(g) This adjustment eliminates Christiana's investment of $94.3 million in
4,386,762 shares of Weatherford common stock, related deferred taxes of
$24.4 million and unrealized gain on securities available-for-sale of $21.4
million.

(h) This adjustment reflects the remaining one-third interest in TLC held by
Christiana. The investment represents a one-third interest in the net book
value of TLC.

(i) Prior to the sale of Christiana's two-thirds interest in TLC, the pro forma
net book value of TLC was $23.4 million at September 30, 1998. After the
sale of Christiana's two-thirds interest in TLC, the remaining net book
value of TLC is $7.8 million. Weatherford reflects a reduction of $3.2
million in the carrying value of Christiana's remaining one-third interest
in TLC to reflect the negative goodwill resulting from this transaction.
The negative goodwill is calculated as follows:

<TABLE>
<CAPTION>
(IN THOUSANDS)
<S> <C>
Effect of Weatherford shares of common stock exchanged...... $ --
-------
Pro forma Christiana cash (after the cash distribution to
Christiana shareholders).................................. 7,961
One-third interest in TLC................................... 7,785
Pro forma Christiana taxes payable (current and deferred)... (9,532)
Weatherford and Christiana transaction costs payable........ (3,034)
-------
Negative Goodwill................................. $ 3,180
=======
</TABLE>

(j) This adjustment reflects the current federal taxes payable of $8.3 million
resulting from the sale by Christiana of its two-thirds interest in TLC.
This liability had previously been provided as a deferred tax liability.

(k) This adjustment reflects the issuance of 4,386,762 shares of Weatherford
common stock in the transaction at a price of $16 13/16 per share, or $73.8
million, the market price of the Weatherford common stock on October 13,
1998, and the acquisition of 4,386,762 shares of Weatherford common stock
held by Christiana as a result of the transaction. The shares of
Weatherford common stock held by Christiana have been classified as
treasury shares valued at the market price of $16 13/16 per share, or $73.8
million, on October 13, 1998.

(l) This adjustment eliminates the remaining Christiana common stock of $5.2
million, capital in excess of par of $12.3 million, retained earnings of
$58.5 million and treasury stock of $1.2 million.

The adjustments to the accompanying Unaudited Pro Forma Condensed
Consolidated Statements of Income are the following:

(m) This adjustment eliminates TLC's historical operating results and reflects
a one-third equity interest in TLC.

(n) This adjustment eliminates Christiana's equity in earnings of Weatherford.

(o) This adjustment records the income tax benefit related to the effect of the
pro forma adjustments at the statutory rate.

(p) Weatherford's historical shares outstanding and basic weighted average pro
forma post merger shares outstanding as of December 31, 1997, were
96,860,622 and 96,051,625, respectively. Weatherford's historical shares
outstanding and basic weighted average pro forma post merger shares
outstanding as of September 30, 1998, were 97,458,439 and 96,972,605,
respectively.

82
<PAGE> 86

DESCRIPTION OF WEATHERFORD

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. Weatherford's
principal industry segments consist of (1) drilling products, (2) completion and
oilfield products and services and (3) artificial lift and compression products
and services. Weatherford operates in virtually every oil and gas exploration
and production region in the world.

Weatherford's drilling products segment manufactures (1) drill pipe and
other drilling products, (2) premium engineered connections and associated
tubulars and (3) marine connectors and related accessories. Weatherford's
drilling products are designed and engineered for high performance applications.
Drill pipe, as well as drill collars, heavyweights and kellys manufactured by
Weatherford, serve as the principal mechanical drilling tools used to drill an
oil or natural gas well. These products constitute all components of the drill
stem used to drill a well from the rig to the drill bit. Weatherford's premium
tubulars consist of premium tubing, liner and casing and, together with
Weatherford's line of premium engineered connections, are used for the
production of oil and natural gas in harsh downhole environments. Weatherford's
marine connector product line consists of downhole conductors for offshore
applications and is used to define the original architecture of an offshore well
and to support subsea applications.

Weatherford's completion and oilfield products and services segment
manufactures, sells and services cementation products and liner hangers and
equipment used to provide oilfield services. Other products manufactured by this
segment 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. This segment also
provides oilfield equipment rental, downhole services and tubular running
services. Weatherford's rental equipment includes 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.

Weatherford's artificial lift and compression segment (1) designs,
manufactures and services a complete line of artificial lift equipment and (2)
manufactures, packages, rents and sells parts and services for gas compressor
units over a broad horsepower range. Weatherford's artificial lift product line
includes a wide range of downhole pumps, surface pump drive units, gas lift
equipment, hydraulic lift products and progressing cavity pumps. Weatherford's
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 and injecting natural gas into oil wells to enhance recovery and into gas
storage wells. Other general applications include cogeneration, seismic marine
surveys and natural gas fueling stations.

Weatherford has achieved significant growth in recent years through a
consistent strategy of synergistic acquisitions and internal development.
Acquisitions have focused on the acquisition of name brand products, geographic
expansion, the development of complete product lines and savings through
consolidation. Internal development has focused on product development and
geographic expansion. Weatherford's growth strategy has resulted in the Company
becoming the largest manufacturer of drill pipe, drill collars and heavyweight
drill pipe in the world, the largest provider of premium tubular connectors in
North America and one of the largest providers of artificial lift equipment in
the world. Weatherford is the leading worldwide supplier of rental tools and
fishing and other downhole services and the leading worldwide provider of
tubular running services. To Weatherford's knowledge, none of its competitors
has as broad a product line of rod lift and progressing cavity pumps.

Weatherford was incorporated in 1972 as a Massachusetts corporation and was
reincorporated in Delaware in 1980. Sub is a wholly owned subsidiary of
Weatherford that was incorporated in Wisconsin in December 1997 for the purpose
of effecting the merger. Weatherford's and Sub's corporate office is located at
5 Post Oak Park, Suite 1760, Houston, Texas 77027-3415, and their telephone
number is (713) 297-8400.

83
<PAGE> 87

MANAGEMENT STOCKHOLDINGS

The following table sets forth as of the record date the beneficial
ownership of the outstanding Weatherford common stock by each current director
and each current executive officer of Weatherford and all directors and
executive officers of Weatherford as a group.

<TABLE>
<CAPTION>
BEFORE THE MERGER AFTER THE MERGER
------------------------ ------------------------
NUMBER OF NUMBER OF
SHARES PERCENT SHARES PERCENT
BENEFICIALLY OF BENEFICIALLY OF
NAME OWNED(1) CLASS(%) OWNED(1) CLASS(%)
---- ------------ -------- ------------ --------
<S> <C> <C> <C> <C>
Bernard J. Duroc-Danner........................... 830,000 * 830,000 *
Curtis W. Huff(2)................................. 76,000 * 76,000 *
James G. Kiley.................................... 55,000 * 55,000 *
Frances R. Powell................................. 41,953 * 41,953 *
Randall D. Stilley................................ 23,750 * 23,750 *
John C. Coble..................................... 80,400 * 80,400 *
Robert F. Stiles.................................. 60,200 * 60,200 *
E. Lee Colley, III................................ -- * -- *
Jon Nicholson(3).................................. 16,294 * 16,294 *
Donald R. Galletly(4)............................. 5,000 * 5,000 *
David J. Butters.................................. 56,712 * 56,712 *
Sheldon B. Lubar(5)............................... 30,000 * 30,000 *
Robert B. Millard................................. 118,960 * 118,960 *
Robert A. Rayne(6)................................ 20,000 * 20,000 *
Philip Burguieres(7).............................. 200,391 * 200,391 *
William E. Macaulay(8)............................ 5,632,350 5.7% 5,632,350 5.7%
Robert K. Moses, Jr.(9) .......................... 424,383 * 424,383 *
All Directors and Executive Officers as a Group
(17 persons).................................... 7,671,393 7.8% 7,671,393 7.8%
</TABLE>

- ---------------

* Less than 1%.

(1) Beneficial ownership by a person includes both outstanding shares of
Weatherford common stock owned and shares of Weatherford common stock which
such person has a right to acquire within 60 days upon the exercise of
outstanding options of Weatherford common stock. Shares beneficially owned
as a result of such options consist of 830,000, 55,000, 19,000, 80,400,
60,000, 10,000, 30,000, 10,000, 20,000, 41,000 and 1,155,400 shares for
Messrs. Duroc-Danner, Kiley, Stilley, Coble, Stiles, Butters, Lubar,
Millard, and Rayne and Ms. Powell and all directors and executive officers
as a group, respectively. Directors and executive officers have sole voting
and investment power with respect to the shares they own.

(2) Includes 75,000 restricted shares subject to vesting over a four year period
extending through June 2002. Until vested, these shares may not be
transferred by Mr. Huff, but may be voted by him.

(3) Includes 1,055 shares of Weatherford common stock held under Weatherford's
401(k) Savings Plan (the "401(k) Plan") in Mr. Nicholson's account, as to
which he has sole voting and no dispositive power.

(4) Includes 1,000 shares of Weatherford common stock held by Mr. Galletly's
wife, with respect to which he has no voting or dispositive power.

(5) Does not include 4,386,762 shares of Weatherford common stock owned directly
by Christiana. Mr. Lubar beneficially owns approximately 18.8% of the
outstanding shares of Christiana common stock. Pursuant to the merger, Mr.
Lubar will be entitled to receive 825,173 shares of Weatherford common stock
or approximately 0.8% of the outstanding shares of Weatherford common stock
after the merger.

84
<PAGE> 88

(6) Excludes 400,000 shares beneficially owned by London Merchant Securities
plc, of which Mr. Rayne serves as Executive Director. Mr. Rayne disclaims
beneficial ownership of these shares.

(7) Includes (a) 950 shares of Weatherford common stock held by Mr. Burguieres'
wife, with respect to which he has no voting or dispositive power, and (b)
475 shares of Weatherford common stock 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) 431 shares of Weatherford Common Stock held under
Weatherford'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, and (b) 421 shares of
Weatherford common stock held under the 401(k) Plan in Mr. Burguieres'
account, as to which shares Mr. Burguieres has sole voting and no
dispositive power.

(8) Includes 6,619 shares of Weatherford common stock 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. Also includes
5,623,340 shares of Weatherford Common Stock owned beneficially by First
Reserve Corporation ("First Reserve") and certain affiliated funds of which
First Reserve acts as general partner. Mr. Macaulay serves as President and
Chief Executive Officer of First Reserve. However, Mr. Macaulay disclaims
beneficial ownership of the shares of Weatherford common stock beneficially
owned by First Reserve.

(9) Includes an aggregate of 42,750 shares of Weatherford common stock 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 49,875 shares of Weatherford
common stock held in various trusts for Mr. Moses' children, with respect to
which Mr. Moses has no voting or dispositive power, (b) 1,758 shares of
Weatherford common stock 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) or (c) 593 shares of Weatherford
common stock held by Mr. Moses' adult son supported by him, with respect to
which Mr. Moses has no voting or dispositive power.

85
<PAGE> 89

DESCRIPTION OF CHRISTIANA

BUSINESS

General. Christiana's only operating entity is TLC. Christiana also owns
4,386,762 shares of Weatherford common stock, which represents approximately
4.5% of the outstanding shares of Weatherford common stock. Christiana also
holds, through a wholly owned subsidiary, mortgage notes receivable, derived
from certain condominium sales, which as of September 30, 1998, had an aggregate
principal amount outstanding of $187,000.

Christiana was incorporated in 1954 as a Delaware corporation and was
reincorporated in 1992 as a Wisconsin corporation. The principal executive
offices of Christiana are located at 700 North Water Street, Suite 1200,
Milwaukee, Wisconsin 53202, and its telephone number is (414) 291-9000.

TLC. TLC provides refrigerated and dry (non-refrigerated) warehousing,
transportation and distribution services and international freight forwarding
services. TLC's industry is comprised generally of entities that provide
warehousing or trucking and other entities that provide management services for
the distribution and warehousing needs of their customers. TLC believes that its
ability to offer customers "one-stop shopping" through its complement of
warehousing, trucking and the provision of management services for distribution
and warehousing needs provides it with a competitive advantage. Christiana's
services generally combine transportation, warehousing and information services
to manage the distribution channel for a customer's products from the point of
manufacturing to the point of consumption. This combination allows TLC to
capitalize on the growing trend of corporations toward seeking to reduce costs
by outsourcing large components of their logistics function.

TLC's operations are conducted through a network of 12 distribution
warehouses, comprised of an aggregate of 34 million cubic feet of refrigerated
and frozen storage capacity in six locations and five dry distribution centers
in key markets, primarily in the upper Midwest. TLC's refrigerated warehousing
operations include temperature sensitive storage services, freezing vegetable
processing and packaging services. TLC's transportation and distribution
services include refrigerated and non-refrigerated transportation services, full
service truckload and less-than-truckload. Transportation services are provided
utilizing Christiana-owned equipment as well as through carrier management
service. TLC also provides a full range of international freight management
services, fully computerized inventory management, assembling and repackaging.

Revenues. TLC's revenue for each of the basic service lines are detailed
below for fiscal years ended June 30, 1998, 1997, and 1996.

<TABLE>
<CAPTION>
REVENUES
(DOLLARS IN MILLIONS)
-----------------------------------------------
1998 1997 1996
------------- ------------- -------------
AMOUNT % AMOUNT % AMOUNT %
------ --- ------ --- ------ ---
<S> <C> <C> <C> <C> <C> <C>
Refrigerated Warehousing............ $44 49% $38 45% $35 45%
Dry Warehousing..................... 8 9% 12 14% 14 18%
Transportation...................... 39 43% 33 39% 28 36%
International....................... 2 2% 3 4% 3 4%
Eliminations........................ (3) (3%) (2) (2%) (3) (3%)
--- --- --- --- --- ---
Total Revenues............ $90 100% $84 100% $77 100%
=== === === === === ===
</TABLE>

As of September 30, 1998, the pro forma book value of TLC was approximately
$25 million.

Customers. TLC's services target the consumer goods industries. Nearly 75%
of TLC's revenues come from food manufacturers, food wholesalers and food
retailers.

While TLC's top 15 customers, all of which participate in the food
industry, account for 60% of revenues, no one customer represents more than 10%
of the business. Beyond the food industry, the balance of TLC's customer base is
spread across a broad base of industries including pharmaceuticals, automotive
suppliers, building supplies and office furniture.

Competition. Competition in TLC's industry is very fragmented. Leonard's
Guide, a leading industry publication, lists more than 1,500 companies competing
in the United States marketplace. Among TLC's

86
<PAGE> 90

competitors are companies, such as Exel, AmeriCold Logistics, Inc. (formerly
Americold Corporation), GATX Logistics, Inc., ProLogis, Inc. or Ryder Integrated
Logistics, Inc. that own and operate warehouses and/or transportation equipment.
These companies utilize their asset base and the expertise with which to operate
them to provide services. Other competitors, such as Hub Group Logistics
Services, Menlo Logistics, and C.H. Robinson Logistics offer transportation and
distribution management expertise and information systems and sub-contract
warehousing and transportation services.

TLC experiences competition for transportation management services on a
national basis. In its warehousing and transportation business, TLC competes
generally on a regional and local basis. Other than the high capital
requirements of building a refrigerated warehouse facility, there are no
significant barriers to entry into the transportation, warehousing and
management service markets in which TLC operates, permitting a large number of
smaller competitors to enter the various markets.

In addition, TLC's customers, many of which have substantially greater
resources than TLC, may divert business from TLC's warehousing and
transportation operations by building their own warehouse facilities and/or
operating their own transportation fleet.

Organization. TLC's operations are headquartered in Zeeland, Michigan, and
TLC also maintains an office in Milwaukee, Wisconsin. TLC is organized into
three main operating units: refrigerated warehousing, dry warehousing and
transportation. Each operating unit is headed up by a group vice
president/general manager. Sales and marketing for TLC are principally performed
at the corporate level, with support from the group vice presidents as well as
local warehouse facility managers.

Sales and marketing are principally performed at the corporate level, with
support from the group vice presidents and facility managers. The sales
organization is comprised of seven individuals and is divided into the following
teams: refrigerated warehousing team; dry warehousing team; transportation team;
and logistics sales team. Each of these teams has primary responsibility for
selling their specific services. The goal is to develop the sales team to
effectively present the fullest extent of TLC's services suited for each
customer.

Marketing and advertising is done centrally for the entire company and uses
a combination of media advertising and direct mail. The marketing organization
also has responsibility for maintaining and gathering information on market
intelligence related to competition, customers and the logistic industry in
general.

Business development supports both sales and operations by providing
logistics engineering capabilities, pricing and costing services, and assists in
the startup of complex logistic projects.

The only employees of Christiana are the executive officers described under
"Directors and Executive Officers". TLC had approximately 737 employees as of
September 30, 1998. A breakdown of the employees by functional area is set forth
below:

<TABLE>
<CAPTION>
EMPLOYEE BREAKDOWN BY FUNCTION
------------------------------------------
FUNCTION NUMBER OF EMPLOYEES PERCENTAGE OF TOTAL
-------- ------------------- -------------------
<S> <C> <C>
Operations....................................... 484 65.7%
Transportation................................... 192 26.1%
Administration................................... 51 6.9%
Sales and Marketing.............................. 10 1.3%
--- ----
Total............................................ 737 100%
</TABLE>

No TLC employees are covered by union contracts.

Intellectual Property. TLC's operations are not dependent on any particular
patent, license, franchises, or trademarks. TLC has registered a trademark and
the name "Total Logistic Control" with the United States Patent and Trademark
office.

Weatherford. Christiana owned 3,897,462 shares of Weatherford,
representing an approximate 4% ownership interest as of September 30, 1998.
Christiana's holdings in Weatherford resulted from the June 30, 1995 merger of
Prideco, a former majority owned subsidiary of Christiana, with a subsidiary of
Weatherford and a $13.2 million cash investment to purchase additional
Weatherford shares in connection with the Prideco merger transaction. Prior to
December 8, 1998, Christiana purchased an additional 489,300 shares of
Weatherford common stock pursuant to the amended merger agreement.

87
<PAGE> 91

PROPERTIES

As of September 30, 1998, TLC owned or leased twelve facilities in five
states. Of this total, seven are refrigerated/frozen with the balance being dry
facilities. The refrigerated facilities are operated through seven public
refrigerated warehouses located in Wisconsin (2), Michigan (3), and Illinois
(2). TLC's refrigerated facilities are large single-story buildings constructed
at dock height with full insulation and vapor barrier protection. These
facilities are strategically located and well served by rail and truck.

In addition to the refrigerated facilities discussed above, there are five
public non-refrigerated (or dry) warehouse distribution facilities, three of
which are located in Michigan and one in each of Indiana and New Jersey. Zeeland
Distribution Center II, located in Zeeland, Michigan is a company-owned
facility. All other dry facilities are held under lease. Lease terms generally
match the underlying contracts with major customers served at each facility.
These facilities are single-story block or metal construction buildings. All dry
facilities are approved as food grade storage facilities.

The following tables list the twelve facilities by location, size, type,
and if owned or leased.

REFRIGERATED WAREHOUSE FACILITIES

<TABLE>
<CAPTION>
TOTAL STORAGE SPACE
(CUBIC FEET TYPE OF
FACILITY LOCATION IN MILLIONS) FACILITY
-------- -------- ------------------- -------------
<S> <C> <C> <C>
Rochelle Logistic Center I..... Rochelle, Illinois #1 10.6 Distribution
Rochelle Logistic Center II.... Rochelle, Illinois #2 3.5 Distribution
Beaver Dam Logistic Center..... Beaver Dam, Wisconsin 7.2 Distribution/
Production
Milwaukee Logistic Center...... Wauwatosa, Wisconsin 4.3 Distribution
Holland Logistic Center........ Holland, Michigan* 2.1 Distribution/
Production
Kalamazoo Logistic Center I.... Kalamazoo Logistic #1** 3.3 Distribution
Kalamazoo Logistic Center II... Kalamazoo Logistic #2 2.8 Distribution
----
Total................................................... 33.8
====
</TABLE>

DRY WAREHOUSE FACILITIES

<TABLE>
<CAPTION>
TOTAL STORAGE TYPE
SPACE (SQ. FT. OF
FACILITY LOCATION IN THOUSANDS) FACILITY
-------- -------- -------------- --------
<S> <C> <C> <C>
Zeeland Logistic Center I*................................ Zeeland, MI 202 Public
Zeeland Logistic Center II................................ Zeeland, MI 220 Public
Michigan Distribution Center I*........................... Kalamazoo, MI 88 Public
Munster Logistic Center*.................................. Munster, IN 125 Public
Dayton Logistic Center*................................... Dayton, NJ 90 Public
---
Total.................................................................... 725
===
</TABLE>

- ---------------

*Leased facility

**Includes 1.8 million cubic feet of dry storage capacity.

TLC owns and operates a 10,000 square foot truck maintenance facility
located at the Kalamazoo Logistic Center. This facility is used for the
maintenance of TLC's transportation equipment.

DESCRIPTION OF PROPERTIES

A brief description of each of the properties described above follows,
listed alphabetically by state and city.

Illinois Properties.

<TABLE>
<S> <C>
Rochelle Logistic Center I Rochelle Logistic Center II
975 South Caron Road 600 Wiscold Drive
Rochelle, IL 61068 Rochelle, IL 61068
</TABLE>

Rochelle Cold Storage campus is TLC's newest and largest refrigerated
facility, initially constructed in 1986. TLC believes that Rochelle Cold Storage
is one of the largest and most modern cold storage

88
<PAGE> 92

warehouse facilities in the United States. Currently this facility is comprised
of 14,100,000 cubic feet of capacity after undergoing four capacity expansions
in 1988, 1990, 1993, and 1996. All space is capable of temperatures of -20
degreesF to ambient. Rochelle Cold Storage is strategically located at the
intersection of two main line East-West railroads, the Burlington Northern and
the Chicago Northwestern, and the cross roads of interstate highways I 39 and I
88. Rochelle Cold Storage serves primarily distribution customers in the
Midwest.

Indiana Properties.

Munster Logistic Center
9200 Calumet Avenue
Munster, IN 46321

Munster Logistic Center is located just south of the Chicago market with
access to major north-south and east-west highways. The facility has access to
rail through Conrail and is a food grade warehouse. The total facility has
available 125,000 square feet of dry storage. The warehouse operates as a public
warehouse with most of the customer base on short term contracts.

Michigan Properties.

Holland Logistic Center
449 Howard Avenue
Holland, MI 49424

Holland Logistic Center has undergone a number of expansions over the
years, with a major reconstruction in 1983 after a fire destroyed approximately
50% of the facility. Today, this refrigerated facility comprises 2,100,000 cubic
feet of storage capacity of which 1,300,000 cubic feet is freezer capacity,
400,000 cubic feet is cooler capacity and 400,000 cubic feet is convertible
capacity between freezer and cooler. Holland services both distribution
customers as well as blueberry growers in the West Michigan area. This location
is situated on a CSX rail spur with two refrigerated rail docks. This facility
is held under a lease which expires December 31, 2000.

<TABLE>
<S> <C>
Kalamazoo Logistic Center I Kalamazoo Logistic Center II
6677 Beatrice Drive 6805 Beatrice Drive
Kalamazoo, MI 49009 Kalamazoo, MI 49009
</TABLE>

Kalamazoo Logistic Center campus has two distribution centers at this
location. Facility #1 is a 3,300,000 cubic foot facility with 1,100,000 cubic
feet of freezer capacity, 400,000 cubic feet of cooler capacity and 1,800,000
cubic feet of dry storage capacity. This location services a number of
distribution customers in the Midwest and is strategically located at the I 94
and U.S. 31 crossroads in Michigan, equal distance between Chicago and Detroit.

Facility #2 is located adjacent to Facility #1 and is comprised of
2,800,000 cubic feet of capacity. This facility contains 1,500,000 cubic feet of
cooler capacity and 1,300,000 cubic feet of freezer capacity. Two large
distribution customers utilize 75% of this space. These facilities are held
under long term leases.

Also located at the Kalamazoo Logistic Center is a company owned 10,000
square foot transportation equipment maintenance center. Approximately 50% of
TLC's fleet of over-the-road transportation units is domiciled in Kalamazoo,
Michigan.

<TABLE>
<S> <C>
Zeeland Logistic Center I Zeeland Logistic Center II
8250 Logistic Drive 8363 Logistic Drive
Zeeland, MI 49464 Zeeland, MI 49464
</TABLE>

Zeeland Logistic Center campus has two facilities each of which provide dry
warehousing storage as public warehouses. Each of these facilities are foreign
trade zones and food grade warehouses, that provide both racked and bulk
storage. Capacity is utilized by both long term contractual customers and as
short term public warehouses. Zeeland Logistic Center I has 201,600 square feet
of storage and Zeeland Logistic Center II has 220,000 square feet.

89
<PAGE> 93

New Jersey Property.

Dayton Logistic Center
260 Docks Corner Road
Dayton, NJ 08810

Dayton Logistic Center provides warehousing and distribution services for
customers to the northeast region of the country. The facility has both
contractual and short term customers and operates as a public warehouse. In
total, the facility has 90,000 square feet of dry storage capacity.

Wisconsin Properties.

Beaver Dam Logistic Center
1201 Green Valley Road
Beaver Dam, WI 53916

Beaver Dam Logistic Center was originally constructed in 1975. Since 1975,
this facility has undergone three freezer additions, the most recent in 1991,
and today is comprised of 7,200,000 cubic feet of freezer storage space. Beaver
Dam Logistic Center serves distribution related customers as well as vegetable
and cranberry processors. This facility's unique capabilities involve value
added services for vegetable processors and food service and packaging
operations.

Milwaukee Logistic Center
11400 West Burleigh Street
Milwaukee, WI 53222

Milwaukee Logistic Center was originally constructed in 1954. There have
been six expansions of this facility and today the Milwaukee Logistic Center
facility comprises 4,300,000 cubic feet of which 3,754,000 cubic feet is freezer
capacity and 546,000 cubic feet is cooler space. This facility has multi-
temperature refrigerated storage ranging from -20 degreesF to +40 degreesF and
daily blast freezing capacity of 750,000 pounds. This location has a 7-car
private rail siding. An additional 3,000,000 cubic feet of company owned
refrigerated and processing space adjacent to the Milwaukee Logistic Center
facility is leased on a long term basis to a third party retail grocery company.

LEGAL PROCEEDINGS

From time to time, Christiana is named as a defendant in actions arising
out of the normal course of business. As of September 30, 1998, Christiana was
not a party to any pending legal proceeding that it believes to be material.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

Three months ended September 30, 1998 compared to three months ended September
30, 1997

Christiana's consolidated revenues for the three months ended September 30,
1998 were $22,370,000 compared to $23,047,000, reflecting a decline of 2.9% due
primarily to the closure of two dry warehouses offset partially by a 3.8%
revenue gain in refrigerated warehousing services. Volume growth in refrigerated
warehousing services resulted primarily from increased capacity utilization, due
both to new customer relationships and expanded programs with existing customers
at the Rochelle and Milwaukee Logistic Centers. Revenues for the quarter
attributable to transportation services were level with the prior year's period.

Earnings from operations for the quarter were $1,372,000 compared to
$1,617,000 for the same period last year. Operating earnings contributed by TLC
totaled $1,764,000 in the first quarter compared to $1,987,000 for the same
period last year. The decline in operating earnings was primarily attributable
to increased depreciation, marketing and administrative expenses directed at
developing new value-added service programs.

Consolidated net earnings for the quarter were $502,000 or $0.10 per share
compared to $1,485,000 or $0.29 per share for the same period last year.
Included in the prior year's period results were equity earnings of Weatherford
which contributed net earnings of $1,178,000 or $0.23 per share. Since May 27,
1998, Christiana no longer reports its proportionate share of Weatherford's
earnings under the equity method. On a comparable basis, without equity earnings
of Weatherford, Christiana's net earnings

90
<PAGE> 94

increased 64% from $307,000 to $502,000 quarter to quarter. The improvement in
net earnings for the quarter, adjusted to eliminate Weatherford's contribution,
was primarily due to reduced interest expense and other charges related to
litigation settlement and facility closures which were incurred in the
comparable period last year.

Interest income was lower in the quarter compared to the same period last
year due both to lower rates available on short-term U.S. government securities
and lower principal amount of mortgage notes receivable.

Interest expense was lower this period due primarily to reduced borrowings
resulting from $9,699,000 of debt reduction during the last twelve months ended
September 30, 1998.

Net earnings for past three fiscal years.

The following table reflects the components of Christiana's net earnings
for each of the past three fiscal years:

CONTRIBUTION TO NET EARNINGS

<TABLE>
<CAPTION>
FISCAL YEAR ENDED JUNE 30,
-------------------------------------------------------------
1998 1997 1996
------------------- ------------------ ------------------
$ PER SHARE $ PER SHARE $ PER SHARE
------- --------- ------ --------- ------ ---------
(IN THOUSANDS, EXCEPT FOR PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C>
Christiana, including Corporate...... $(1,171) $(.23) $ (719) $(.14) $ 971 $0.19
Refrigerated Warehousing and
Logistics.......................... 2,392 .47 1,011 .20 1,536 0.29
Weatherford*......................... 4,786 .93 6,371 1.24 1,096 0.21
------- ----- ------ ----- ------ -----
Net Earnings......................... $ 6,007 $1.17 $6,663 $1.30 $3,603 $0.69
======= ===== ====== ===== ====== =====
</TABLE>

- ---------------

* Net of deferred taxes.

Fiscal 1998 compared to Fiscal 1997.

Christiana's consolidated revenues for fiscal 1998 were $90,179,000
compared to $84,208,000 reported for fiscal 1997, an increase of $5,971,000 or
7.1%. Revenue growth at TLC was primarily attributable to volume increases in
logistic services which include carrier management services, transportation
management services and transportation operations. During fiscal 1998, revenues
attributable to logistic services increased $6,049,000 or 18.1% over the prior
year due to operation of an expanded fleet and strong demand for transportation
services. Revenue growth in Refrigerated Warehousing services was $1,686,000 or
5.1% in fiscal 1998 due primarily to increased utilization of existing
facilities from both new and existing customer relationships. Revenues from Dry
Warehousing operations in fiscal 1998 declined $3,599,000 or 29.9%, due to the
closure of two facilities at the end of fiscal 1997 consistent with TLC's
strategy to de-emphasize public dry warehousing activities. The balance of the
revenue increase in fiscal 1998 of $1,835,000, is primarily attributable to
expanded volume in distribution services of food products to the State of
Michigan Department of Education under a new five-year contract.

Gross profit for the year increased $887,000 or 6.7% to $14,122,000. Each
of TLC's service lines with the exception of Dry Warehousing had increased gross
profit due primarily to better utilization of the assets, improved productivity
and strong cost controls. TLC services increased gross profit by $1,009,000 or
38.5%, due to volume growth, higher utilization of revenue producing assets and
an expanded fleet compared to fiscal 1997. Refrigerated Warehousing operations
increased gross profit by $465,000 or 6.0%, through increased capacity
utilization of facilities and strong cost control. Dry Warehousing had a decline
in gross profit of $494,000 or 26% primarily due to reduced revenues in this
area. Distribution services gross profit increased $240,000 or 49%, due to
higher volume attributable to a new five-year contract with Michigan Department
of Education covering an expanded region of service.

Selling, general and administrative expenses for the year were reduced
$292,000 due primarily to lower corporate related expenses. Selling, general and
administrative expenses at TLC increased $305,000 or 4.3% in fiscal 1998 due to
increased sale and marketing activities designed to grow TLC services.

91
<PAGE> 95

Earnings from operations of $5,758,000 increased $1,179,000 or 25.7%,
compared to $4,579,000 reported for fiscal 1997. The improvements in earnings
from operations is attributable to revenue growth, improved operating margins
and lower corporate overhead expense.

Interest expense in fiscal 1998 was $2,691,000, a reduction of $475,000
from the prior year due to strong cash flow from TLC which enabled over
$9,000,000 of debt reduction during fiscal 1998.

Net earnings in fiscal 1998 totaled $6,007,000 or $1.17 per share ($1.15
diluted) compared to $6,663,000 or $1.30 per share ($1.29 diluted) in fiscal
1997. The decline in net earnings reported for this period is primarily
attributable to two items: in last year's period, Weatherford sold Mallard Bay
Drilling, realizing a $66,900,000 one time after tax gain which resulted in
Christiana recording an after tax gain of $3,475,000 and in this fiscal year,
Christiana incurred a $589,000 after-tax charge related to the settlement of
litigation. Net earnings in fiscal 1998 include equity in earnings of
Weatherford of $4,786,000 for 11 months ended May 27, 1998 when Christiana
changed the method of accounting for its Weatherford investment to the cost
method.

Fiscal 1997 compared to Fiscal 1996.

Christiana's consolidated revenues for fiscal 1997 were $84,208,000
compared to $77,170,000 reported for fiscal 1996, an increase of 9.1%. Revenue
growth was primarily attributable to increased volume in transportation and
refrigerated warehousing services. The most significant improvement was in
transportation revenues which increased 20.6% over the previous year. During
fiscal 1997, TLC secured a large multi-year contract to provide logistic
services to a major frozen food producer. This contract, as well as certain
management changes, enabled Christiana to significantly improve the operating
performance in transportation related logistic services during fiscal 1997.
Refrigerated warehousing services revenues increased 14.7% over last year's
level due primarily to increased utilization of the expanded capacity at the
Rochelle Logistic Center and higher utilization at all the Michigan based
refrigerated facilities during fiscal 1997.

Revenue growth combined with aggressive cost management resulted in a 1%
increase in gross margin. During fiscal 1997, TLC closed two dry public
warehouses which were leased facilities, Atlanta, Georgia and Sparks, Nevada.
The closure of these facilities resulted from Christiana's inability to secure
longer term value-added logistic services contracts in line with Christiana's
strategic focus on dry warehousing operations. Warehousing and logistic expenses
were negatively impacted by $358,000 of charges related to warehouse closures
and corporate restructuring. Selling, general and administrative expenses
increased $1,125,000 or 14.9% due mainly to increased marketing and sales
activities. Earnings from operations increased $358,000 or 8.5% to $4,579,000 in
fiscal 1997 from $4,221,000 in fiscal 1996.

Loss on disposal of assets of $765,000 was primarily related to a
$1,085,000 charge incurred in the disposal of special freezing equipment in
connection with securing a long term contract for vegetable processing,
freezing, and warehouse services with a major customer of the Beaver Dam
Logistic Center. In addition, in fiscal 1997 gains on the sales of real estate
totaled $271,000 which included the final sales of the 366 condominium home
project in San Diego. In fiscal 1996, gains on sales of real estate were
$2,818,000.

Consolidated net earnings for fiscal 1997 were $6,663,000, or $1.30 per
share, up 85% from last year's level of $3,603,000, or $.69 per share. The
principal factors impacting net earnings in fiscal 1997 were the growth in
equity earnings in Weatherford and improved operating performance at TLC.

Financial Condition, Liquidity and Capital Resources.

Cash equivalents and short-term investments totaled $5,286,000 at September
30, 1998 compared to $5,539,000 at June 30, 1998, a decrease of $253,000.
Christiana's working capital at June 30, 1998 was $3,493,000 compared to
$4,257,000 at June 30, 1997.

Operating activities for the fiscal year ended June 30, 1998 provided cash
of $7,944,000 derived primarily from net earnings, depreciation and amortization
partially offset by equity in earnings of Weatherford. Operating activities for
the three month period ended September 30, 1998 provided cash of $1,273,000
attributable primarily to net earnings, depreciation and amortization and
increased accounts payable and accrued liabilities offset by increased accounts
receivable, and inventories.

Capital expenditures for the fiscal year ended June 30, 1998 totaled
$2,829,000, the major components of which were: $1,671,000 for machinery and
equipment additions primarily related to warehousing

92
<PAGE> 96

operations; $400,000 for leasehold improvements at the corporate office; and
$163,000 for computer systems. The remaining expenditures were incurred for
equipment and facility improvements within the dry warehousing and
transportation segments. Capital expenditures for the three month period ended
September 30, 1998 of $546,000 were attributable to TLC.

Investing activities for the fiscal year ended June 30, 1998 provided cash
of $3,685,000 derived primarily from $4,611,000 of proceeds of short-term
investments and $1,217,000 from payments on mortgage notes receivable partially
offset by the sale of mortgage notes receivable and mortgage prepayments.
Investing activities for the three month period ended September 30, 1998 used
cash of $67,000 primarily from capital expenditures offset by a decrease in
mortgage notes receivable and sale of assets.

Cash used in financing activities for the fiscal year ended June 30, 1998
resulted in the reduction of long term debt by $9,555,000. Net cash used in
financing activities to reduce debt in the three month period ended September
30, 1998 totaled $1,459,000.

Christiana's balance sheet at June 30, 1998, reflects $144,206,000 as its
carrying value for 3,897,462 shares of Weatherford common stock. This represents
the fair market value of Christiana's holding in Weatherford at June 30, 1998.
Weatherford has not paid dividends on Weatherford common stock since 1984 and it
is anticipated, for the foreseeable future, that its earnings will be retained
for the development of its business. As of September 30, 1998, the fair market
value of this investment decreased from $144.2 million at June 30, 1998 to
approximately $84.3 million as a result of market fluctuations.

At September 30, 1998 Christiana had in place a $15 million unsecured line
of credit for general corporate purposes. Borrowings under this line of credit
bear interest on a floating rate of LIBOR plus 125 basis points or prime at
Christiana's option. There were no borrowings under this facility during the
fiscal year ended June 30, 1998 or at September 30, 1998.

TLC has available to it a revolving credit facility at a floating rate of
LIBOR plus 175 basis points. This facility will finance TLC's capital needs, the
$20.0 million dividend to Christiana and the repayment of the promissory note to
Christiana in the amount of $3.0 million, plus interest. After the merger it is
anticipated that TLC will have approximately $17.0 million of additional
borrowing capacity under its revolving credit facility.

Christiana's current sources of capital include: cash generated from
operations, sale of remaining mortgage portfolio, borrowings under its revolving
credit agreement and line of credit and the use of its marketable Weatherford
shares. Christiana believes that current reserves of cash and short-term
investments, access to existing credit facilities and internally generated cash
from operations are sufficient to finance the projected cash requirements of its
current operations.

Christiana continues to evaluate new acquisitions in areas strategic to
existing operations as well as new lines of business. However, while Christiana
is a party to the merger agreement with Weatherford, Christiana is restricted
from making acquisitions without the approval of Weatherford. Future
acquisitions may be funded through cash flow from operations, liquidation of
mortgage notes receivable, liquidation of Weatherford common stock, borrowings
under its existing line of credit and other facilities, and equity issuance if
desirable.

As of September 30, 1998, Christiana had no material capital commitments.

Year 2000 Disclosure.

During fiscal 1998, Christiana completed a comprehensive assessment of its
Year 2000 problem for both its financial information systems and other
non-financial systems. In the opinion of Christiana management, all hardware and
software that could have a significant Year 2000 problem have been identified
and a remediation plan has been implemented. Year 2000 problems for financial
information systems are being corrected through hardware and software upgrades.
Non-financial systems, primarily telephone and security, will be repaired or
replaced in order to achieve Year 2000 compliance. Based on Christiana's current
projections, all Year 2000 compliant systems, both financial and non-financial,
will be implemented no later than January 1, 1999 to allow for sufficient
testing. As of September 30, 1998, Christiana was approximately 70% complete
with the installation of its Year 2000 compliant upgrades. By

93
<PAGE> 97

the time these upgrades are completed, Christiana estimates that it will have
expended approximately $950,000 to resolve its Year 2000 problem.

Christiana believes that its efforts are sufficient to address its Year
2000 problem. However, there can be no assurance that Christiana will be
successful in its efforts. Any failure to address the Year 2000 problem will
have a material adverse effect on the ability of TLC to provide its
transportation and warehousing services and process vital financial data. This
could result in a material loss of revenues to Christiana in amounts which are
not known at this time. Christiana currently has no contingency plans if its
efforts to address the Year 2000 problem fail. After Christiana has completed
the upgrades described above, contingency plans will be developed.

TLC has solicited all of its major service providers concerning their
progress in compliance with the Year 2000 problem. TLC has received responses
from such providers and is not aware of the inability of any service provider to
address its Year 2000 problem.

DIRECTORS AND EXECUTIVE OFFICERS

The following table provides certain information, as of the date hereof,
about the members of the board of directors of Christiana and also provides
information about the beneficial ownership of Christiana's capital stock by all
of the directors and executive officers as a group. The persons shown in the
table as officers of Christiana comprise all of Christiana's executive officers.
Directors of Christiana are elected annually by a plurality of the votes cast by
shareholders. Executive officers are appointed annually by the board of
directors. The Christiana board met six times during its 1998 fiscal year.

<TABLE>
<CAPTION>
SERVED AS NO. OF SHARES
PRINCIPAL OCCUPATION DIRECTOR BENEFICIALLY
NAME (AND AGE) DURING LAST FIVE YEARS SINCE OWNED
-------------- ---------------------- --------- -------------
<S> <C> <C> <C>
Nicholas F. Brady(68).......... Chairman and President (since 2/93) 10/93 200,000(1)
of Darby Advisors, Inc., a private (3.9%)
investment company, Easton,
Maryland(1)
William T. Donovan(46)......... President and Chief Financial Officer 10/90 167,532(2)
of Christiana(2) (3.3%)
David J. Lubar(43)............. President of Lubar & Co. Incorporated 10/90 427,403
("Lubar & Co."), venture capital (8.3%)
and investments, Milwaukee, Wisconsin
Sheldon B. Lubar(69)........... Chairman and Chief Executive 1/87 968,615(3)
Officer of Christiana(3) 18.8%
Albert O. Nicholas(67)......... Owner and President of Nicholas 1/90 310,700(4)
Company, Inc., a registered (6.0%)
investment adviser, Milwaukee,
Wisconsin(4)
John R. Patterson(51).......... President and Chief Executive Officer 10/96 45,000(5)*
of TLC(5)
Gary R. Sarner(52)............. Chairman of TLC(6) 10/92 61,000(6)*
All directors and executive officers as a group................................... 2,180,250(7)
(42.3%)
</TABLE>

- ---------------

* Less than 1%.

(1) Previously, Secretary of the United States Department of the Treasury for
over four years, and before that, Chairman of Dillon, Read & Co., Inc. He is
also a director of Amerada Hess Corporation and H.J. Heinz Company, as well
as a director (or trustee) of 27 Templeton Funds, which are registered
investment companies. The shares listed are owned by a trust of which Mr.
Brady is the beneficiary and a co-trustee.

(2) Donovan has served in the capacity listed or in another capacity as an
executive officer of Christiana for more than the last five years. He has
also been a principal of Lubar & Co. for more than the last five years. Mr.
Donovan is also a director of Grey Wolf, Inc. The shares listed include
14,000 shares subject to acquisition upon exercise of employee stock options
currently exercisable or exercisable within 60 days from the date hereof.

94
<PAGE> 98

(3) Mr. Lubar has also been a principal of Lubar & Co. for more than the last
five years. Mr. Lubar is also a director of Ameritech Corporation,
Weatherford, Firstar Corporation, Massachusetts Mutual Life Insurance Co.,
Jefferies & Company, Inc. and MGIC Investment Corporation. Includes 433,705
shares held by Mr. Lubar's wife.

(4) Nicholas Company is the adviser to six registered investment companies:
Nicholas Fund, Inc., Nicholas II, Inc., Nicholas Income Fund, Inc., Nicholas
Limited Edition, Inc., Nicholas Money Market Fund, Inc. and Nicholas Equity
Fund. Mr. Nicholas is the president and a director of each of those
companies. Mr. Nicholas is also a director of Bando McGlocklin Capital
Corporation.

(5) Mr. Patterson has served in the capacity listed since February 1996. Before
joining TLC, Mr. Patterson served as Vice President-Operations for Schneider
Logistics, Inc., Green Bay, Wisconsin (a provider of transportation and
logistics services). For six years prior thereto, Mr. Patterson was the
President and principal owner of Pro Drive, Inc., Green Bay, Wisconsin (a
truck driver recruiting and training firm). The shares listed include 32,300
shares subject to acquisition upon exercise of employee stock options
currently exercisable or exercisable within 60 days from the date hereof.

(6) Chairman of TLC since January 1994. Before that, Mr. Sarner was the
President of Wiscold, Inc., the business of which was acquired by Christiana
in September 1992. The shares listed include 55,000 shares subject to
acquisition upon exercise of employee stock options currently exercisable or
exercisable within 60 days from the date hereof.

(7) Does not include shares for which Messrs. Donovan, Sarner and Patterson hold
options that are not currently exercisable or exercisable within 60 days of
the date hereof.

Sheldon B. Lubar is the father of David J. Lubar.

During fiscal 1998, the Board of Directors met six times. Each director
attended at least 75% of the aggregate of (1) the total number of all Board
meetings and (2) the total number of meetings of committees of which he was a
member. The Board has two standing committees: audit and compensation. It has no
standing nominating committee or any committee performing similar functions.

EXECUTIVE COMPENSATION

Summary Compensation Table. This table gives information about the
compensation of the four persons who were executive officers of Christiana
during fiscal 1998.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION -----------------
FISCAL ------------------- SHARES UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS OPTIONS (#)(1) COMPENSATION(2)
--------------------------- ------ -------- -------- ----------------- ---------------
<S> <C> <C> <C> <C> <C>
Sheldon B. Lubar, 1998 $ 65,250 -- -- --
Chairman and Chief 1997 66,000 -- -- $ 750
Executive Officer 1996 66,000 -- -- 750
William T. Donovan, 1998 $150,000 $ 50,000 -- $ 860
President and Chief 1997 150,000 100,000 15,000 750
Financial Officer 1996 150,000 -- -- 750
Gary R. Sarner, 1998 $167,500 $ 15,000 -- $1,055
Chairman of TLC 1997 167,500 15,000 -- 750
1996 167,500 -- -- 750
John R. Patterson(3) 1998 $175,000 $ 75,000 -- $2,387
President and Chief 1997 175,000 40,000 -- 2,900(3)
Executive Officer of TLC 1996 55,000 25,000 100,000 2,150(3)
</TABLE>

- ---------------

(1) Christiana's only long-term compensation plan or program is the 1995 Stock
Option Plan. The amounts shown are the number of shares underlying options
granted during the fiscal year.

(2) Except as set forth in footnote 3, this column consists solely of amounts
contributed by Christiana to a Section 401(k) retirement plan.

(3) Mr. Patterson joined TLC in February 1996. In fiscal 1998, 1997 and 1996,
Christiana paid life insurance premiums in the amount of $2,150 on a term
life policy maintained by Christiana for Mr. Patterson's benefit. In fiscal
1997, Christiana contributed $750 to a Section 401(k) retirement plan for
the benefit of Mr. Patterson.

95
<PAGE> 99

Fiscal Year-End Option Value Table. The table below gives information about
the number and value of unexercised options for Christiana's stock held by
William T. Donovan, Gary R. Sarner and John R. Patterson at June 30, 1998.
Christiana's other executive officer, Sheldon B. Lubar, does not hold any
options on Christiana's stock. The closing price as reported by the NYSE on that
date was $31.00 per share. At June 30, 1998 only options whose exercise price
was below $31.00 were in-the-money. For these options, the value shown is the
difference between $31.00 and the exercise price for the number of options held.
The value of options which were not-in-the-money is shown as zero.

<TABLE>
<CAPTION>
JUNE 30, 1998
----------------------------------------------------------
NO. OF SHARES
UNDERLYING OPTIONS VALUE OF IN-THE-MONEY OPTIONS
NAME EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
---- ------------------------- -----------------------------
<S> <C> <C>
William T. Donovan.................... 10,000/15,000 $77,000/$115,500
Gary R. Sarner........................ 55,000/40,000 $31,527/$23,851
John R. Patterson..................... 32,300/60,000 $218,025/$405,000
</TABLE>

Pensions. Christiana has no pension plans or programs.

Compensation of Directors. Non-employee directors (Nicholas F. Brady, David
J. Lubar and Albert O. Nicholas) are each paid an annual retainer of $15,000 for
attendance at Board and committee meetings and other consultations.

Employment Contracts. No officer of Christiana has an employment contract.

Compensation Committee Interlocks and Insider Participation. The members of
the Compensation Committee are Nicholas F. Brady, Sheldon B. Lubar and Albert O.
Nicholas. This Committee, which also administers Christiana's stock option
program, met twice during fiscal 1998. Mr. Lubar is Christiana's principal
officer and its principal shareholder.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In the merger, each share of Christiana common stock as of the closing of
the merger will be converted into the right to receive Weatherford common stock
and cash. The directors and officers of Christiana beneficially own shares of
Christiana common stock (including shares of Christiana common stock subject to
options) in the amounts set forth under "-- Directors and Executive Officers".
Mr. Lubar is Chairman and Chief Executive Officer of Christiana and a director
of Weatherford.

Sheldon B. Lubar's three daughters, Joan P. Lubar, Kristine L. Thomson and
Susan Solvang (the wife of Oyvind Solvang, the Vice President of C2), each own
448,551, 430,478 and 442,953 shares of Christiana common stock, respectively.

In connection with the merger, Sheldon Lubar and C2 entered into an
agreement providing:

- That all Christiana shareholders would have the right to purchase at
least the same percentage ownership in C2 as such Christiana shareholder
has in Christiana immediately prior to completion of the merger and at
the same price per share as each member of the Lubar family.

- That Mr. Lubar and the remainder of the Lubar family will purchase enough
shares of C2 common stock in the C2 offering so that the net proceeds are
at least $10.67 million to fund C2's purchase of two-thirds of TLC.

This agreement will insure that C2 has sufficient funds to complete the TLC
sale.

The Lubar family, Lubar & Co. and Venture Capital Fund, L.P., a fund
managed by Lubar & Co., and William T. Donovan own 5.3%, 0.8%, 6.0% and 0.7%,
respectively, of Emmpak Foods, Inc. ("Emmpak"), a customer of TLC. During fiscal
1998, Emmpak accounted for approximately $2.2 million in gross revenue for TLC.
David J. Lubar serves on the board of directors of Emmpak.

David J. Lubar and Sheldon B. Lubar are officers and directors of Lubar &
Co., and each own 50% of its stock, respectively. Christiana's headquarters are
in part of the premises occupied by Lubar & Co., 700 North Water Street, Suite
1200, Milwaukee, Wisconsin and owned by 700 North Water LLC. The Lubar family
owns 90% of 700 North Water LLC and William T. Donovan owns 5% of 700 North
Water LLC. Christiana pays 700 North Water LLC its pro rata share ($6,500 per
month for fiscal 1998) of the rent, utilities and other expenses of those
premises.

96
<PAGE> 100

DESCRIPTION OF C2

GENERAL

C2 was formed on December 11, 1997 for the purpose of acquiring a
two-thirds interest in TLC. C2 is a Wisconsin corporation with its executive
offices located at 700 North Water Street, Suite 1200, Milwaukee, Wisconsin
53202, and its telephone number is (414) 291-9000.

Simultaneously herewith, C2 is offering, pursuant to the C2 prospectus,
5,202,664 shares of C2 common stock for $4.00 per share, with the objective of
raising approximately $21.0 million. Approximately $10.67 million of the
proceeds from the C2 offering will be utilized to fund the acquisition of a
two-thirds interest in TLC. C2 intends to utilize any additional funds raised in
the C2 offering for general corporate purposes, including future acquisitions.
The Lubar family has committed, pursuant to the Lubar/C2 agreement, to purchase
such number of shares of C2 common stock as is necessary for the net proceeds of
the C2 offering, after deducting expenses of the C2 offering, to equal $10.67
million.

C2 will bear expenses associated with the C2 offering. These expenses are
estimated as follows: (1) Commission filing fees, $6,140; (2) Nasdaq listing
fee, $10,000; (3) printing costs, expenses for state securities laws filings and
transfer agent fees and expenses, $36,000; (4) accounting and tax services,
$75,000; (5) legal fees and expenses, $140,000; and (6) miscellaneous, $8,000.
Mr. Lubar will not personally bear any expenses relating to the merger, the TLC
sale or the C2 offering.

MANAGEMENT

The following table contains the name, age and position with C2 of each
executive officer and director as of January 1, 1998. Each person's respective
background is described following the table.

<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- ---------------------
<S> <C> <C>
William T. Donovan............................... 45 Chairman and Director
President and
David J. Lubar................................... 43 Director
Oyvind Solvang................................... 38 Vice President
David E. Beckwith................................ 69 Secretary
Nicholas F. Brady................................ 67 Director
Sheldon B. Lubar................................. 68 Director
Albert O. Nicholas............................... 66 Director
</TABLE>

William T. Donovan was named Chairman of C2 in December 1997. Mr. Donovan
is also the President, Chief Financial Officer and a director of Christiana,
positions he will vacate at the close of the merger. Mr. Donovan has held
various executive positions with Christiana since June 1988. Mr. Donovan has
also been a principal of Lubar & Co., a venture capital and investments firm
located in Milwaukee, Wisconsin since January 1980. Mr. Donovan is also a
Director of Grey Wolf, Inc.

David J. Lubar has been President of C2 since December 1997. Mr. Lubar also
serves as President of Lubar & Co., a position he has held since January 1991.
Mr. Lubar is a Director of Christiana, a position he will vacate as of the close
of the merger. Mr. Lubar is the son of Sheldon B. Lubar.

Oyvind Solvang has been Vice President of C2 since December 1997. Mr.
Solvang is also the Vice President of Christiana, a position he will vacate as
of the close of the merger. Mr. Solvang has served as President of Cleary Gull
Reiland & McDevitt, Inc., an investment banking firm located in Milwaukee,
Wisconsin from January 1996 to October 1996 and Chief Operating Officer of
Cleary Gull Reiland & McDevitt, Inc., from October 1995 to January 1996. Prior
thereto, from May 1994 to September 1995, Mr. Solvang served as President of
Scinticor, Incorporated, a manufacturer of cardiac imaging devices, located in
Milwaukee, Wisconsin, and from August 1990 to April 1994 as Vice President and
General Manager of Applied Power, Inc., a supplier of hydraulic systems, located
in Butler, Wisconsin.

97
<PAGE> 101

David E. Beckwith has been Secretary of C2 since December 1997. Since May
1995, he served as Secretary of Christiana, a position he will vacate as of the
close of the merger. Mr. Beckwith has been associated with the law firm of Foley
& Lardner since 1952 and has been a Partner at Foley & Lardner since 1960.

Nicholas F. Brady has been a Director of C2 since December 1997. Since
February 1993, Mr. Brady has been Chairman and President of Darby Advisors,
Inc., a private investment company located in Easton, Maryland. Prior thereto,
Mr. Brady served as Secretary of the United States Department of the Treasury
for over four years, and before that, Chairman of Dillon, Reed & Co., Inc. Mr.
Brady is a Director of Amerada Hess Corporation and H.J. Heinz Company, as well
as a Director (or trustee) of 27 Templeton funds, which are registered
investment companies. Mr. Brady is also a Director of Christiana, a position he
will vacate as of the close of the merger.

Sheldon B. Lubar has been a Director of C2 since December 1997. Mr. Lubar
has also been a principal of Lubar & Co. since its inception in 1977. Mr. Lubar
is a Director of Ameritech Corporation, Weatherford, Firstar Corporation,
Massachusetts Mutual Life Insurance Co., Jefferies & Company, Inc. and MGIC
Investment Corporation. Mr. Lubar currently serves as Chairman, Chief Executive
Officer and a Director of Christiana, all of which positions he will vacate as
of the close of the merger. Mr. Lubar is the father of David J. Lubar.

Albert O. Nicholas has been a Director of C2 since December 1997. Mr.
Nicholas has been owner and President of Nicholas Company, Inc., a registered
investment advisor located in Milwaukee, Wisconsin since December, 1967.
Nicholas Company, Inc. is the advisor to six registered investment companies:
Nicholas Fund, Inc., Nicholas Two, Inc., Nicholas Income Fund, Inc., Nicholas
Limited Addition, Inc., Nicholas Money Market Fund, Inc. and Nicholas Equity
Income Fund. Mr. Nicholas is the President and a Director of each of these
investment companies. Mr. Nicholas is also a Director of Bando McGlocklin
Capital Corporation. In addition, Mr. Nicholas serves as a Director of
Christiana, a position he will vacate as of the close of the merger.

DESCRIPTION OF TLC CREDIT AGREEMENT

TLC entered into a credit agreement, dated November 2, 1998, with Firstar
Bank Milwaukee, N.A., as agent, and certain other banks that will be parties
thereto. Pursuant to the credit agreement, TLC will, subject to the achievement
of certain financial ratios and compliance with certain conditions, have the
right to obtain revolving loans in the following outstanding principal amounts:

<TABLE>
<CAPTION>
MAXIMUM AMOUNT OF
TIME PERIOD REVOLVING LOANS OUTSTANDING
- ----------- ---------------------------
<S> <C>
Closing date through November 2, 1999................. $70.00 million
November 3, 1999 through November 2, 2000............. $65.35 million
November 3, 2000 through November 2, 2001............. $64.35 million
November 3, 2001 through November 2, 2002............. $59.35 million
November 3, 2002 through November 2, 2003............. $53.35 million
</TABLE>

The entire unpaid principal balance of loans made under the credit
agreement will be due and payable on November 2, 2003.

The proceeds of the initial loans under the credit agreement were used to
refinance existing indebtedness of TLC in the amount of approximately $32.0
million. Additional loans will finance the payment of a distribution to
Christiana of $20.0 million cash and the repayment of $3.0 million, plus
interest, under the note to Christiana. The available balance of the facility,
estimated to be $17.0 million after completion of the merger, will be available
for working capital and general corporate purposes, including the issuance of
letters of credit of up to $3.5 million outstanding at any one time.

The credit agreement is secured by liens or security interests on all or
substantially all of the assets of TLC, other than certain transportation
equipment, and mortgages on its real estate.

98
<PAGE> 102

The interest rate on borrowings under the credit agreement after the C2
offering is expected to be, at the option of TLC, LIBOR plus 175 basis points or
the prime rate, less 25 basis points. These rates will vary over the term of the
credit agreement pursuant to a pricing grid based on the ratio of consolidated
funded debt to consolidated EBITDA, all as defined in the credit agreement, in
accordance with the following table:

APPLICABLE PERCENTAGES

<TABLE>
<CAPTION>
APPLICABLE
PERCENTAGE APPLICABLE APPLICABLE
FOR PERCENTAGE PERCENTAGE
EURODOLLAR FOR PRIME FOR LETTER
PRICING CONSOLIDATED FUNDED REVOLVING RATE OF CREDIT
LEVEL DEBT RATIO LOANS LOANS FEE
------- ----------------------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
7............................ >4.5:1.0 2.25 0.00 1.25
6............................ <4.5:1.0 but >4.0:1.0 2.00 (0.25) 1.25
5............................ <4.0:1.0 but >3.5:1.0 1.75 (0.25) 1.25
4............................ <3.5:1.0 but >3.0:1.0 1.50 (0.50) 1.25
3............................ <3.0:1.0 but >2.5:1.0 1.25 (0.50) 1.25
2............................ <2.5:1.0 but >2.0:1.0 1.00 (0.50) 1.25
1............................ <2.0:1.0 0.75 (1.00) 1.25
</TABLE>

The credit agreement also contains provisions requiring TLC to reimburse its
lenders for increases in certain taxes, revenue requirements and other costs
incurred by the lenders.

Loans made under the credit agreement may be prepaid in whole or in part
without premium or penalty, except for reimbursement of the lenders for any
losses the lenders suffer as a result of repayment of LIBOR-based loan prior to
the last day of that applicable interest period.

Events of default under the credit agreement, include, without limitation,
those relating to:

- Non-payment of interest, principal or fees payable under the credit
agreement.

- Inaccuracy of representations or warranties in the loan documents.

- Non-performance of covenants.

- Cross-default to other material debt of TLC and its subsidiaries.

- Bankruptcy or insolvency.

- Judgments in excess of specified amounts.

- Certain ERISA events.

- Impairment of security interests in collateral.

- Invalidity of guarantees.

- Materially inaccurate or false representations or warranties.

- A change in control.

As a result of the borrowings under the credit agreement, TLC, as well as
C2 on a pro forma basis, will be highly leveraged. C2's pro forma total funded
debt to total capitalization including minority interest at September 30, 1998
was 62% assuming 5,202,664 shares are sold in the C2 offering. In addition, TLC
may, subject to certain restrictions in its debt agreements, incur further
indebtedness from time to time to finance expansion, either through acquisitions
or capital leases, or for other purposes.

Due to TLC's substantial indebtedness, a significant portion of its cash
flow from operations will be required for debt service.

99
<PAGE> 103

The extent to which TLC is leveraged could have the following consequences:

- Impairment of TLC's ability to obtain additional financing in the future
for working capital, capital expenditures, acquisitions or other
purposes.

- Dedication of a substantial portion of TLC's cash flow from operations to
the payment of debt service requirements (principal and interest) on its
indebtedness.

- Vulnerability of TLC to changes in general economic conditions.

- Limitations on TLC's ability to capitalize on significant business
opportunities and to respond to competition.

100
<PAGE> 104

DESCRIPTION OF WEATHERFORD AND CHRISTIANA CAPITAL STOCK

WEATHERFORD

Weatherford's authorized capital stock consists of 250,000,000 shares of
Weatherford common stock, par value $1.00 per share, and 3,000,000 shares of
Preferred Stock, par value $1.00 per share. At January 5, 1999, 97,400,595
shares of Weatherford common stock were outstanding, including (1) 49,008 shares
of Weatherford common stock remaining to be exchanged for shares of common stock
of GulfMark International, Inc. ("GulfMark") in connection with Weatherford's
prior acquisition of GulfMark, (2) 3,321 shares of Weatherford common stock
remaining to be exchanged for common shares of Taro Industries Limited ("Taro")
in connection with Weatherford's prior acquisition of Taro and (3) 490,729
shares of Weatherford common stock remaining to be exchanged for shares of
common stock of Weatherford Enterra, Inc. in connection with the merger of
Weatherford and Weatherford Enterra, Inc. In addition, at January 5, 1999, there
were (1) 5,031,250 shares of Weatherford common stock reserved for issuance upon
the conversion of Weatherford's 5% Convertible Subordinated Preferred Equivalent
Debentures due 2027, (2) 5,052,000 shares of Weatherford common stock reserved
for issuance pursuant to the proposed merger and (3) 7,900,000 shares of
Weatherford common stock reserved for issuance pursuant to various benefit plans
of Weatherford and its subsidiaries, of which 6,013,252 shares of Weatherford
common stock were reserved for issuance upon the exercise of outstanding options
and awards. At January 5, 1999, there were no shares of Weatherford preferred
stock issued or outstanding. The holders of shares of Weatherford common stock
are not liable to further calls or assessments by Weatherford. The description
below is a summary of and is qualified in its entirety by the provisions of
Weatherford's Amended and Restated Certificate of Incorporation, as amended, as
currently in effect.

Subject to the rights of the holders of any outstanding shares of
Weatherford preferred stock and those rights provided by law, (1) dividends may
be declared and paid or set apart for payment upon the Weatherford common stock
out of any assets or funds of Weatherford legally available for the payment of
dividends and may be payable in cash, stock or otherwise, (2) the holders of
Weatherford stock have the exclusive right to vote for the election of directors
and, except as provided below, on all other matters requiring stockholder action
generally, with each share being entitled to one vote and (3) upon the voluntary
or involuntary liquidation, dissolution or winding up of Weatherford, the net
assets of Weatherford will be distributed pro rata to the holders of the
Weatherford common stock in accordance with their respective rights and
interests to the exclusion of the holders of any outstanding shares of
Weatherford preferred stock.

Although the holders of the Weatherford common stock are generally entitled
to vote for the approval of amendments to Weatherford's Amended and Restated
Certificate of Incorporation, as amended, the voting rights of the holders of
the Weatherford common stock are limited with respect to certain amendments to
Weatherford's Amended and Restated Certificate of Incorporation, as amended,
that affect only the holders of the Weatherford preferred stock. Specifically,
subject to the rights of any outstanding shares of any series of Weatherford
preferred stock, Weatherford's Amended and Restated Certificate of
Incorporation, as amended, provides that it may be amended from time to time in
any manner that would solely modify or change the relative powers, preferences
and rights and the qualifications or restrictions of any issued shares of any
series of Weatherford preferred stock then outstanding with the only required
vote or consent for approval of such amendment being the affirmative vote or
consent of the holders of a majority of the outstanding shares of the series of
Weatherford preferred stock so affected, provided that the powers, preferences
and rights and the qualifications and limitations or restrictions of such series
after giving effect to such amendment are no greater than the powers,
preferences and rights and qualifications and limitations or restrictions
permitted to be fixed and determined by the Board of Directors with respect to
the establishment of any new series of shares of Weatherford preferred stock
pursuant to the authority vested in the Board of Directors as to such matters.

Holders of the Weatherford common stock do not have any cumulative voting,
redemptive or conversion rights and have no preemptive rights to subscribe for,
purchase or receive any class of shares or securities of Weatherford. Holders of
the Weatherford common stock have no fixed dividend rights.
101
<PAGE> 105

Dividends may be declared by the Board of Directors at its discretion depending
on various factors, although no dividends are anticipated for the foreseeable
future.

The Weatherford preferred stock may be issued from time to time in one or
more series, with each such series having such powers, preferences and rights
and qualifications and limitations or restrictions as may be fixed by
Weatherford's Board of Directors pursuant to the resolution or resolutions
providing for the issuance of such series.

Under Delaware law, a corporation may include provisions in its certificate
of incorporation that will relieve its directors of monetary liability for
breaches of their fiduciary duty to the corporation, except under certain
circumstances, including a breach of the director's duty of loyalty, acts or
omissions of the director not in good faith or which involve intentional
misconduct or a knowing violation of law, the approval of an improper payment of
a dividend or an improper purchase by Weatherford of stock or any transaction
from which the director derived an improper personal benefit. Weatherford's
Amended and Restated Certificate of Incorporation, as amended, provides that
Weatherford's directors are not liable to Weatherford or its stockholders for
monetary damages for breach of their fiduciary duty, subject to the above
described exceptions specified by Delaware law.

As a Delaware corporation, Weatherford is subject to Section 203 of the
Delaware General Corporation Law (the "DGCL"). In general, Section 203 prevents
an "interested stockholder" (defined generally as a person owning 15% or more of
a corporation's outstanding voting stock) from engaging in a "business
combination" (as defined) with a Delaware corporation for three years following
the time such person became an interested stockholder unless (1) before such
person became an interested stockholder, the board of directors of the
corporation approved the transaction in which the interested stockholder became
an interested stockholder or approved the business combination; (2) upon
consummation of the transaction that resulted in the stockholder becoming an
interested stockholder, the interested stockholder owns at least 85% of the
voting stock of the corporation outstanding at the time the transaction
commenced (excluding stock held by directors who are also officers of the
corporation and by employee stock plans that do not provide employees with the
rights to determine confidentially whether shares held subject to the plan will
be tendered in a tender or exchange offer); or (3) following the transaction in
which such person became an interested stockholder, the business combination is
approved by the board of directors of the corporation and authorized at a
meeting of stockholders by the affirmative vote of the holders of two-thirds of
the outstanding voting stock of the corporation not owned by the interested
stockholder. Under Section 203, the restrictions described above also do not
apply to certain business combinations proposed by an interested stockholder
following the announcement or notification of one of certain extraordinary
transactions involving the corporation and a person who had not been an
interested stockholder during the previous three years or who became an
interested stockholder with the approval of a majority of the corporation's
directors, if such extraordinary transaction is approved or not opposed by a
majority of the directors who were directors prior to any person becoming an
interested stockholder during the previous three years or were recommended for
election or elected to succeed such directors by a majority of such directors.
Weatherford has approved the acquisition by Christiana of the shares of
Weatherford common stock owned by them under Section 203 and Christiana are
therefore not subject to the restrictions under Section 203.

The Registrar and Transfer Agent for the Weatherford common stock is
American Stock Transfer and Trust Company, New York, New York.

CHRISTIANA

Authorized Capital Stock. The aggregate number of shares of Christiana
capital stock which Christiana has authority to issue is 13,000,000, consisting
of one class, designated as "Common Stock", with a par value of $1.00 per share
and 1,000,000 shares of a class designated as Preferred Stock, with a par value
of $10.00 per share. As of January 5, 1999, there were 5,149,330 shares of
Christiana common stock issued and outstanding. There are no shares of preferred
stock outstanding and the Board of Directors of Christiana has not fixed any
powers, preferences or rights with respect to any Preferred Stock.

102
<PAGE> 106

Dividend and Liquidation Rights. All shares of Christiana common stock will
participate equally with respect to dividends and rank equally upon liquidation
subject to the rights of holders of any prior ranking stock which may be
subsequently authorized and issued. In the event of liquidation, dissolution or
winding up of Christiana, the owners of Christiana common stock are entitled to
receive pro rata the assets and funds of Christiana remaining after satisfaction
of all creditors of Christiana and payment of all amounts to which owners of
prior ranking stock, if any, then outstanding may be entitled.

Voting Rights. Except as hereinafter set forth, every holder of Christiana
common stock has one vote for each share.

No shareholder of Christiana has cumulative voting rights which means that
the holders of shares entitled to exercise more than 50% of the voting power of
shares entitled to vote, represented in person or by proxy at a meeting at which
a quorum (a majority of the shares entitled to vote) is represented, are
entitled to elect all of the directors to be elected. Under Christiana's Bylaws,
each member of the Board of Directors is elected each year at Christiana's
annual meeting.

Certain Statutory Provisions. Section 180.1150 of the WBCL provides that
the voting power of shares of an "issuing public corporation", which includes
Christiana, which are held by any person holding in excess of 20% of the voting
power in the election of directors of the issuing public corporation's shares
shall be limited to 10% of the full voting power of such excess shares. This
statutory voting restriction will not be applicable to shares acquired directly
from Christiana, to shares acquired in a transaction incident to which
shareholders of Christiana vote to restore the full voting power of such shares
(either before or after the acquisition of the shares) and under certain other
circumstances.

Except as may otherwise be provided by law, the requisite affirmative vote
of shareholders for certain significant corporate actions, including a merger or
share exchange with another corporation, sale of all or substantially all of the
corporate property and assets, or voluntary liquidation, is a majority of all
the votes entitled to be cast on the transaction by each voting group of
outstanding shares entitled to vote thereon. Sections 180.1130 through 180.1134
of the WBCL provide generally that, in addition to the vote otherwise required
by law or the articles of incorporation of an "issuing public corporation",
certain business combinations not meeting certain adequacy-of-price standards
specified in the statute must be approved by (1) the holders of at least 80% of
the votes entitled to be cast and (2) two-thirds of the votes entitled to be
cast by the corporation's outstanding voting shares owned by persons other than
a "significant shareholder" who is a party to the transaction or an affiliate or
associate thereof. Section 180.1130 defines "business combination" to include,
subject to certain exceptions, a merger or share exchange of the issuing public
corporation (or any subsidiary thereof) with, or the sale or other disposition
of substantially all assets of the issuing public corporation to, any
significant shareholder or affiliate thereof. "Significant shareholder" is
defined generally to mean a person that is the beneficial owner of 10% or more
of the voting power of the outstanding voting shares of the issuing public
corporation.

Pursuant to the requirements of Sections 180.1130 through 180.1134 of the
WBCL, the Lubar Shares will not be counted for purposes of obtaining the
affirmative vote of two-thirds of the outstanding voting shares of Christiana
common stock required to approve the merger.

Sections 180.1140 through 180.1145 of the WBCL provide that a "resident
domestic corporation", such as Christiana, may not engage in a "business
combination" with an "interested stockholder" (e.g., a person beneficially
owning 10% or more of the aggregate voting power of the stock of such
corporation) within three years after the date (the "stock acquisition date") on
which the interested stockholder acquired his or her 10% or greater interest,
unless the business combination (or the acquisition of the 10% or greater
interest) was approved before the stock acquisition date by the corporation's
board of directors. If the interested stockholder fails to obtain such approval
by the board of directors, then even after such three-year period, a business
combination with the interested stockholder may be consummated only with the
approval of the holders of a majority of the voting stock not beneficially owned
by such interested stockholder, unless the combination satisfies certain
adequacy-of-price standards intended to provide a fair price for shares held by
non-interested shareholders.

103
<PAGE> 107

The above sections of the WBCL could have the effect, among others, of
discouraging takeover proposals for Christiana or impeding a business
combination between Christiana and a major shareholder of Christiana.

Preemptive Rights. No holder of Christiana common stock has any preemptive
or subscription rights.

Conversion Rights, Redemption Provisions and Sinking Fund
Provisions. Christiana common stock is not convertible, is not redeemable and
has no sinking fund.

Liability to Further Calls or to Assessment. Certain statutory personal
liability may be imposed upon shareholders of Wisconsin corporations, including
Christiana, under Section 180.0622(2)(b) of the WBCL. The substantially
identical predecessor to such statute has been judicially interpreted to mean
that shareholders of a Wisconsin corporation are subject to personal liability,
up to an amount equal to the consideration for which their shares were issued
(instead of the aggregate par value in the case of shares with par value, as the
statute states), for all debts owing to employees of the corporation for
services performed for the corporation, but not exceeding six months service in
any one case. The provisions of this Section of the WBCL are presently
applicable to the shares of capital stock of Christiana.

COMPARATIVE RIGHTS OF STOCKHOLDERS OF WEATHERFORD AND CHRISTIANA

The rights of holders of Christiana common stock are currently governed by
Wisconsin law, Christiana's Articles of Incorporation, as amended, and
Christiana's By-laws, as amended. Upon consummation of the merger, holders of
Christiana common stock will become holders of Weatherford common stock and
their rights as holders of Weatherford common stock will be governed by Delaware
law and Weatherford's Amended and Restated Certificate of Incorporation, as
amended, and Weatherford's Amended and Restated By-laws. Set forth below is a
summary of material differences between the rights of holders of Christiana
common stock and rights of holders of Weatherford common stock.

SPECIAL VOTE REQUIRED FOR CERTAIN COMBINATIONS

Section 203 of the DGCL applies to Weatherford. Although Weatherford is
subject to Section 203, the merger with Christiana is not prohibited by Section
203.

Except as may otherwise be provided by law, the WBCL provides that the
requisite affirmative vote of shareholders for certain significant corporate
actions, including a merger or share exchange with another corporation, sale of
all or substantially all of the corporate property and assets, or voluntary
liquidation, is a majority of all the votes entitled to be cast on the
transaction by each voting group of outstanding shares entitled to vote thereon.
Section 180.1131 of the WBCL provides generally that, in addition to the vote
otherwise required by law or the articles of incorporation of an "issuing public
corporation", certain business combinations not meeting certain
adequacy-of-price standards specified in the statute must be approved by (1) the
holders of at least 80% of the votes entitled to be cast and (2) two-thirds of
the votes entitled to be cast by the corporation's outstanding voting shares
owned by persons other than a "significant shareholder" who is a party to the
transaction or an affiliate or associate thereof. Section 180.1130 defines
"business combination" to include, subject to certain exceptions, a merger or
share exchange of the issuing public corporation (or any subsidiary thereof)
with, or the sale or other disposition of substantially all assets of the
issuing public corporation to, any significant shareholder or affiliate thereof.
"Significant shareholder" is defined generally to mean a person that is the
beneficial owner of 10% or more of the voting power of the outstanding voting
shares of the issuing public corporation. Although Christiana believes that
Sections 180.1130 through 180.1134 of the WBCL are not intended to apply to
transactions such as the merger, Christiana will require the shareholder vote
required under Section 180.1131 under the assumption that such Section applies
to the merger.

VOTE REQUIRED FOR CORPORATE TRANSACTIONS AND OTHER MATTERS

Under the DGCL, an amendment to a corporation's certificate of
incorporation requires the affirmative vote of the holders of a majority of the
outstanding stock of the corporation entitled to vote
104
<PAGE> 108

thereon and a majority of the outstanding stock of each class entitled to vote
thereon as a class unless the corporation's certificate of incorporation
provides for a higher percentage. The DGCL also provides that the holders of a
majority of the outstanding stock of the corporation entitled to vote thereon
may approve an agreement of merger or consolidation or the dissolution of a
corporation.

The WBCL generally requires the approval of a majority of the votes
entitled to be cast on the amendment by each voting group with respect to which
the amendment would create dissenters' rights and a majority of votes of every
other voting group entitled to vote on the amendment, unless the articles of
incorporation, bylaws adopted under authority granted in the articles of
incorporation or the WBCL require a greater proportion. The WBCL also provides
generally that holders of a majority of outstanding stock of a corporation
entitled to vote thereon may approve an agreement of merger, consolidation or
the dissolution of a corporation, subject to the statutory provisions described
above under "-- Special Vote Required for Certain Combinations" and "Description
of Weatherford and Christiana Capital Stock -- Christiana".

Article 8 of Weatherford's Amended and Restated Certificate of
Incorporation, as amended, provides that the Amended and Restated Certificate of
Incorporation, as amended, may be amended, altered, changed or repealed as
prescribed by statute. Under the DGCL, such amendment must be approved by a
majority of the outstanding Weatherford common stock. Under Article 4 of
Weatherford's Amended and Restated Certificate of Incorporation, as amended, any
amendment to the Amended and Restated Certificate of Incorporation, as amended,
that affects any series of outstanding preferred stock must be approved by a
majority of the holders of such series. The DGCL does not require a vote of the
Weatherford stockholders for the consummation of the merger.

Christiana's Articles of Incorporation, as amended, are silent as to
amendments to the Articles of Incorporation, as amended, and the vote required
to approve mergers and other material corporate transactions.

DISPOSITION OF ASSETS

The DGCL provides that a corporation may sell, lease or exchange all or
substantially all of its property and assets for such consideration as its Board
of Directors deems expedient and in the best interest of the corporation, when
and as authorized by resolution adopted by the holders of a majority of the
outstanding stock of the corporation entitled to vote thereon.

Under the WBCL, a corporation may sell, lease, exchange or otherwise
dispose of all, or substantially all, of its property and assets otherwise than
in the usual and regular course of business on such terms and conditions and for
the consideration determined by the corporation's Board of Directors, upon
adoption of a resolution by the Board of Directors approving the proposed
transaction and approval by the majority of all the votes entitled to be cast on
the transactions by the shareholders of the corporation.

POWER TO AMEND BY-LAWS

Under the DGCL, the power to adopt, amend or repeal by-laws of a
corporation is vested in the authority of the stockholders entitled to vote,
unless the corporation's certificate of incorporation confers such power upon
its directors. However, power conferred shall not divest the stockholders of
their power to adopt, amend or repeal the by-laws. Weatherford's Amended and
Restated By-laws permit amendments by its board of directors and require an 80%
vote of stockholders to amend the Amended and Restated By-laws.

Under the WBCL, the power to adopt, amend or repeal by-laws of a
corporation is vested in the authority of the board of directors of the
corporation, unless the articles of incorporation provide otherwise. However,
the corporation's stockholders may adopt, amend or repeal by-laws even though
the board of directors has this power as well. Christiana's articles of
incorporation do not divest the directors of their power to adopt, amend and
repeal by-laws.

105
<PAGE> 109

QUORUM REQUIREMENTS FOR DIRECTORS' MEETINGS

The DGCL provides that a majority of the total number of directors shall
constitute a quorum for the transaction of business, unless the certificate of
incorporation or by-laws require a greater number. Weatherford's Amended and
Restated By-laws provide that a majority of the total number of directors shall
constitute a quorum for the transaction of business.

The WBCL provides that a majority of the total number of directors shall
constitute a quorum for the transaction of business, unless the articles of
incorporation or by-laws provide for a greater or lesser number, provided that a
quorum may not be fewer than one-third of the number of directors. Christiana's
By-laws provide that a quorum of the board of directors consists of any four
directors of the eight member board of directors.

REMOVAL OF DIRECTORS

The DGCL and Weatherford's Amended and Restated By-laws provide that
directors may be removed, with or without cause, by the holders of a majority of
the shares then entitled to vote at an election of directors. In addition,
Weatherford's Amended and Restated By-laws provide that directors may be
removed, to the extent permitted by law, for cause by vote of the majority of
the directors then in office. A director may be removed for cause only after
reasonable notice and opportunity to be heard before the body proposing to
remove him. The WBCL provides that directors may be removed with or without
cause, unless the articles of incorporation or by-laws provide that directors
may be removed only for cause. Shareholders may remove a director if the number
of shareholder votes cast to remove the director exceeds the numbers of
shareholder votes cast not to remove such director, unless the articles of
incorporation or by-laws provide for a greater voting requirement. Neither
Christiana's Articles of Incorporation, as amended, nor its By-laws expressly
addresses the removal of directors.

DIRECTOR ELECTIONS, QUALIFICATIONS AND NUMBER

The DGCL provides that the number of directors of a Delaware corporation
shall be fixed by, or in the manner provided in, the by-laws, unless the
certificate of incorporation fixes such number, in which case, it can only be
changed by amending the certificate of incorporation. Under the DGCL, a director
need not be a stockholder to be qualified unless so required by the
corporation's certificate of incorporation or by-laws. Weatherford's Amended and
Restated By-laws provide that directors are to be elected by a plurality vote of
the stockholders; provided, however, that any vacancies occurring in the board
may be filled by the remaining directors.

The WBCL provides that the number of directors of a Wisconsin corporation
shall be fixed in accordance with the articles of incorporation or by-laws.
Under the WBCL, a director need not be a stockholder to be qualified unless so
required by the corporation's articles of incorporation or by-laws. Under the
WBCL, unless otherwise provided by the articles of incorporation, directors are
to be elected by a plurality of votes cast by the shares entitled to vote in the
election; provided, however, that a vacancy on the board may be filled by the
shareholders or the board of directors. Christiana's Articles of Incorporation,
as amended, are silent with respect to the qualifications and election of
directors.

106
<PAGE> 110

PRICE RANGE OF COMMON STOCK AND DIVIDEND POLICY

Weatherford common stock and Christiana common stock are each traded on the
NYSE under the symbols "WFT" and "CST", respectively. The following table sets
forth the range of high and low sale prices for Weatherford common stock and
Christiana common stock for the periods indicated, as reported on the NYSE. The
prices for the Weatherford common stock have been adjusted to reflect a
two-for-one stock split effected in May 1997.

<TABLE>
<CAPTION>
WEATHERFORD CHRISTIANA
---------------------- ----------------------
HIGH LOW HIGH LOW
---- --- ---- ---
<S> <C> <C> <C> <C>
Twelve Months Ended December 31, 1996
Quarter ended March 31, 1996............................. $14 7/16 $11 1/8 $24 3/4 $22 1/4
Quarter ended June 30, 1996.............................. 17 1/2 12 7/8 24 1/4 20 1/8
Quarter ended September 30, 1996......................... 20 1/4 14 22 3/4 20 5/8
Quarter ended December 31, 1996.......................... 25 3/4 19 1/2 25 3/4 23 1/2
Twelve Months Ended December 31, 1997
Quarter ended March 31, 1997............................. $31 7/8 $23 7/8 $33 3/4 $26 1/2
Quarter ended June 30, 1997.............................. 45 1/2 28 39 7/8 31 1/2
Quarter ended September 30, 1997......................... 64 42 1/16 44 3/8 37 5/8
Quarter ended December 31, 1997.......................... 73 40 1/4 46 9/16 36 5/8
Twelve Months Ended December 31, 1998
Quarter ended March 31, 1998............................. $53 7/8 $37 1/2 $41 1/2 $33 15/16
Quarter ended June 30, 1998.............................. 58 7/16 34 3/4 43 5/8 29 3/16
Quarter ended September 30, 1998......................... 39 15/16 15 31 13/16 17 3/8
Quarter ended December 31, 1998.......................... 28 3/4 16 25 3/8 16 1/8
Twelve Months Ended December 31, 1999
Quarter ended March 31, 1999 (through January 6, 1999)... $22 3/8 $19 1/16 $20 5/8 $19 1/8
</TABLE>

On October 13, 1998, the last full trading day prior to the public
announcement of the execution by Weatherford and Christiana of the amended
merger agreement, the closing sale prices of Weatherford common stock and of
Christiania common stock as reported by the NYSE were $16 13/16 and $16 3/8 per
share, respectively.

On January 6, 1999, the closing sale prices of Weatherford common stock and
of Christiana common stock as reported by the NYSE were $22 3/8 and $20 5/8 per
share, respectively.

Following the merger, Weatherford common stock will continue to be traded
on the NYSE under the symbol "WFT", and Christiana common stock will cease to be
traded and there will be no further market for such stock.

Weatherford has not paid any dividends on the Weatherford common stock
since 1984 and currently anticipates that, for the foreseeable future, any
earnings will be retained for the development of Weatherford's business. The
declaration of all dividends is at the discretion of Weatherford's Board of
Directors. Weatherford's dividend policy will be reviewed by the Board of
Directors at such future time as may be appropriate in light of relevant factors
at the time.

Christiana has not declared or paid any dividends during the past five
years.

107
<PAGE> 111

STOCK OWNERSHIP AND CERTAIN BENEFICIAL OWNERS

WEATHERFORD

The following table sets forth certain information with respect to each
person who as of the record date, was known by Weatherford to be the beneficial
owner of more than 5% of the outstanding shares of Weatherford common stock.

<TABLE>
<CAPTION>
BEFORE THE MERGER AFTER THE MERGER
------------------------------ ------------------------------
NUMBER OF SHARES NUMBER OF SHARES
BENEFICIALLY PERCENT BENEFICIALLY PERCENT
NAME AND ADDRESS OWNED(1) OF CLASS(%) OWNED(1) OF CLASS(%)
---------------- ---------------- ----------- ---------------- -----------
<S> <C> <C> <C> <C>
First Reserve Corporation(2)............ 5,623,340 5.8 5,623,340 5.8
475 Steamboat Road
Greenwich, CT 06830
FMR Corp.(3)............................ 6,200,050 6.4 6,200,050 6.4
82 Devonshire Street
Boston, Massachusetts 02109
</TABLE>

- ---------------

(1) Information with respect to beneficial ownership is based on information
furnished by each stockholder or contained in filings made with the
Commission. Unless otherwise indicated below, the persons or group listed
have sole voting and dispositive power with respect to their shares of
Weatherford common stock, and none of such shares are deemed to be owned
because the holder has the right to acquire the shares within 60 days.

(2) 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 -- 1,292,000 shares; AmGO II, Limited
Partnership -- 807,500 shares; First Reserve Fund V, Limited
Partnership -- 2,185,000 shares; First Reserve Fund V-2, Limited
Partnership -- 608,000 shares; and First Reserve Fund VI, Limited
Partnership -- 698,602 shares. Also includes 32,238 shares owned directly by
First Reserve. 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. The principal beneficial
owners of the common stock of First Reserve are its executive officers,
including Mr. Macaulay, President and Chief Executive Officer of First
Reserve, who is also a director of Weatherford.

(3) Fidelity Management & Research Company ("Fidelity"), a wholly owned
subsidiary of FMR Corp. ("FMR") and a registered investment adviser, is the
beneficial owner of 5,353,024 shares as a result of acting as investment
adviser to various registered investment companies (the "Funds"). Fidelity
Management Trust Company ("FMTC"), a wholly owned subsidiary of FMR, is the
beneficial owner of 778,781 shares as a result of serving as investment
manager of various institutional accounts. Fidelity International Limited is
the beneficial owner of 49,495 shares and has sole voting and dispositive
power over all such shares. Edward C. Johnson 3d, FMR's Chairman and
principal stockholder, FMR, through its control of Fidelity, and the Funds
each has sole power to dispose of the 5,353,024 shares owned by the Funds
and Mr. Johnson and FMR, through its control of FMTC, each has sole power to
vote and dispose of 709,571 shares owned by the institutional accounts;
however, Mr. Johnson and FMR have no power to vote 69,210 shares owned by
the institutional accounts. The sole power to vote all shares owned by the
Funds resides with the Funds' Boards of Trustees. Fidelity carries out the
voting of the Funds' shares under written guidelines established by the
Funds' Board of Trustees. Additionally, Mr. Johnson and FMR may be deemed to
be the beneficial owner of an additional 18,750 shares resulting from the
assumed conversion of 30,000 of the Debentures. Members of the Mr. Johnson's
family and trusts for their benefit are the predominant owners of Class B
shares of common stock of FMR. Mr. Johnson owns 12.0% and Abigail P.
Johnson, Mr. Johnson's wife and a Director of FMR, owns 24.5% of the voting
stock of FMR. The Johnson family and all other Class B shareholders have
entered into a shareholders' voting agreement under which all Class B shares
will be voted in accordance with the majority vote of Class B shares.
Accordingly, through their ownership of voting common stock and the
execution of the shareholders'

108
<PAGE> 112

voting agreement, members of the Johnson family may be deemed, under the
Investment Company Act of 1940, to form a controlling group with respect to
FMR.

CHRISTIANA

The following table gives information, as of the record date, about the
beneficial ownership of Christiana common stock by the persons known to the
Board of Directors to own beneficially more than 5% of the outstanding
Christiana common stock. As used in this proxy statement, "beneficial ownership"
has the meaning set forth in Rule 13d-3 of the Exchange Act. The information is
provided as of the record date except that information regarding Dimensional
Fund Advisors, Inc. is provided as of February 10, 1998, the date on which it
filed its Schedule 13G with the Commission.

<TABLE>
<CAPTION>
NO. OF SHARES PERCENT
NAME AND ADDRESS BENEFICIALLY OWNED OF CLASS
---------------- ------------------ --------
<S> <C> <C>
Sheldon B. Lubar............................................ 968,615(1) 18.8%
Suite 1200
700 North Water Street
Milwaukee, WI 53202
Albert O. Nicholas.......................................... 310,700 6.0%
700 North Water Street
Milwaukee, WI 53202
David J. Lubar.............................................. 427,403 8.2%
Joan P. Lubar(1)............................................ 448,551 8.7%
Kristine L. Thomson(1)...................................... 430,478 8.4%
Susan Solvang(1)............................................ 442,953 8.6%
Dimensional Fund Advisors Inc.(2)........................... 290,100 5.6%
</TABLE>

- ---------------

(1) Joan P. Lubar, Kristine L. Thomson and Susan Solvang (the wife of Oyvind
Solvang, the Vice President of Christiana) are Sheldon B. Lubar's daughters.
Their address is c/o Christiana Companies, Inc., 700 North Water Street,
Suite 1200, Milwaukee, Wisconsin 53202.

(2) Includes 22,100 shares owned by DFA Investment Dimensions Group Inc. (the
"Fund") and 69,000 shares owned by The DFA Investment Trust Company (the
"Trust"). Persons who are officers of Dimensional Fund Advisors Inc. also
serve as officers of the Fund and the Trust, each an open-end management
investment company registered under the Investment Company Act of 1940. In
their capacities as officers of the Fund and the Trust, these persons vote
the shares owned by the Fund and the Trust. Dimensional Fund Advisors Inc.'s
address is 1299 Ocean Avenue, 11th Floor, Santa Monica, California 90401.
The information provided with respect to the Fund and the Trust is based on
a Schedule 13G filed with the Commission.

109
<PAGE> 113

LEGAL MATTERS

The validity of the shares of Weatherford common stock to be issued in
connection with the merger will be passed upon by Fulbright & Jaworski L.L.P.,
1301 McKinney, Suite 5100, Houston, Texas 77010. Uriel E. Dutton, formerly a
director of Weatherford, is a partner of Fulbright & Jaworski L.L.P. Mr. Dutton
currently holds options to purchase 70,000 shares of Weatherford common stock,
which options were granted to him pursuant to Weatherford's Amended and Restated
Non-Employee Director Stock Option Plan. In addition, Curtis W. Huff, who has
been engaged as a special consultant to Fulbright & Jaworski L.L.P. on matters
unrelated to Weatherford and its competitors, is Senior Vice President, General
Counsel and Secretary of Weatherford. Pursuant to an agreement with Weatherford,
Mr. Huff holds 75,000 restricted shares of Weatherford common stock and options
to purchase 200,000 shares of Weatherford common stock.

RELATIONSHIPS WITH INDEPENDENT PUBLIC ACCOUNTANTS

It is expected that representatives of Arthur Andersen LLP will be present
at the Weatherford special meeting and the Christiana special meeting to respond
to appropriate questions of stockholders and make a statement if they so desire.

EXPERTS

Weatherford's supplemental restated consolidated financial statements as of
December 31, 1997 and 1996 and for each of the three years in the period ended
December 31, 1997, and historical consolidated financial statements, prior to
the restatement thereof for the merger of EVI, Inc. and Weatherford Enterra,
Inc., as of December 31, 1997 and 1996 and for each of the three years in the
period ended December 31, 1997, incorporated by reference in this joint proxy
statement/prospectus and the registration statement have been audited by Arthur
Andersen LLP, independent public accountants, as indicated in their reports with
respect thereto, and are incorporated by reference herein in reliance upon the
authority of said firm as experts in accounting and auditing in giving said
report.

Christiana's consolidated financial statements as of June 30, 1998 and 1997
and for each of the three years in the period ended June 30, 1998, included in
this joint proxy statement/prospectus and the registration statement, have been
audited by Arthur Andersen LLP, independent public accountants, as indicated in
their reports with respect thereto, and are included herein in reliance upon the
authority of said firm as experts in accounting and auditing in giving said
report.

Weatherford Enterra, Inc.'s consolidated financial statements as of
December 31, 1997 and 1996 and for each of the three years in the period ended
December 31, 1997, incorporated by reference in this joint proxy
statement/prospectus and the registration statement, have been audited by Arthur
Andersen LLP, independent public accountants, as indicated in their reports with
respect thereto, and are incorporated by reference herein in reliance upon the
authority of said firm as experts in accounting and auditing in giving said
report.

GulfMark Retained Assets' (a business segment of GulfMark International,
Inc.) financial statements as of December 31, 1996 and 1995 and for each of the
three years in the period ended December 31, 1996, incorporated by reference in
this joint proxy statement/prospectus and the registration statement have been
audited by Arthur Andersen LLP, independent public accountants, as indicated in
their reports with respect thereto, and are incorporated by reference herein in
reliance upon the authority of said firm as experts in accounting and auditing
in giving said report.

Ernst & Young LLP, independent auditors, have audited the consolidated
financial statements of Trico included in Weatherford's Amendment No. 1 to Form
8-K dated December 2, 1997 on Form 8-K/A, as set forth in their report, which is
incorporated in this Registration Statement by reference. The consolidated
financial statements are incorporated by reference in reliance on their report,
given on their authority as experts in accounting and auditing.

110
<PAGE> 114

The combined financial statements for BMW as of March 31, 1997 and 1996,
and for each of the two years in the period ended March 31, 1997, incorporated
by reference in this joint proxy statement/prospectus and the Registration
Statement have been audited by Arthur Andersen LLP, independent chartered
accountants, as indicated in their reports with respect thereto, and are
incorporated by reference herein in reliance upon the authority of said firm as
experts in accounting and auditing in giving said report.

STOCKHOLDERS' PROPOSALS

Any proposals of holders of Weatherford common stock intended to be
presented at the Annual Meeting of Stockholders of Weatherford to be held in
1999 must be submitted in writing and received by Weatherford, addressed to the
Secretary at 5 Post Oak Park, Suite 1760, Houston, Texas 77027, no later than
January 15, 1999, to be considered for inclusion in the proxy statement and form
of proxy relating to that meeting.

If the merger is not consummated, any proposals of stockholders of
Christiana intended to be presented at the Annual Meeting of Shareholders of
Christiana to be held in 1998 are required to be received by Christiana,
addressed to the Secretary at 700 North Water Street, Suite 1200, Milwaukee,
Wisconsin 53202, no later than January 29, 1999, to be considered for inclusion
in the proxy statement and form of proxy relating to that meeting.

111
<PAGE> 115

CERTAIN DEFINED TERMS USED IN THIS JOINT PROXY STATEMENT/PROSPECTUS

In this joint proxy statement/prospectus:

- We refer to Weatherford International, Inc., a Delaware corporation,
as "Weatherford". Weatherford was previously known as EVI Weatherford, Inc.
and is the surviving corporation in the merger of EVI, Inc. and Weatherford
Enterra, Inc. that was completed on May 27, 1998.

- We refer to Christiana Acquisition, Inc., a Wisconsin corporation
and wholly owned subsidiary of Weatherford, as "Sub".

- We refer to Christiana Companies, Inc., a Wisconsin corporation, as
"Christiana".

- We refer to C2, Inc., a Wisconsin corporation, as "C2".

- We refer to Total Logistic Control, LLC, a Delaware limited
liability company, as "TLC".

- We refer to the merger of Sub into Christiana as the "merger".

- We refer to the sale by Christiana to C2 of a two-thirds interest in
TLC as the "TLC sale".

- We sometimes refer to the merger and related transactions as the
"transaction".

- We refer to Sheldon Lubar, Chairman of the Board of Directors of
Christiana, and the members of his immediate family as the "Lubar family".

- We refer to the agreement between Weatherford, Christiana, C2 and
Sub concerning the merger as the "merger agreement" and sometimes as the
"amended merger agreement".

- We refer to the merger agreement prior to the most recent amendment
as the "prior merger agreement".

- We refer to the agreement under which C2 will acquire its interest
in TLC as the "TLC purchase agreement".

- We refer to the agreement governing the future operations of TLC as
the "operating agreement".

- We refer to the right of the shareholders of Christiana to purchase
shares of C2 common stock pursuant to the Lubar/C2 agreement as the "C2
offering".

- We refer to the prospectus of C2 relating to the C2 offering as the
"C2 prospectus".

- We refer to the special meeting of Weatherford stockholders to vote
on the merger as the "Weatherford special meeting".

- We refer to the special meeting of Christiana shareholders to vote
on the transaction as the "Christiana special meeting". We also refer to
the Christiana special meeting and the Weatherford special meeting as the
"special meetings".

- We refer to the proposal to approve the merger as the "merger
proposal".

- We refer to the common stock, par value $1.00 per share, of
Weatherford as "Weatherford common stock".

- We refer to the common stock, par value $1.00 per share, of
Christiana as "Christiana common stock".

- We refer to the common stock, par value $.01 per share, of C2 as "C2
common stock".

- We refer to that fraction of a share of Weatherford common stock to
be issued in the merger in exchange for each share of Christiana common
stock as the "Weatherford share consideration".

- We refer to the amount of cash to be paid in respect of each share
of Christiana common stock as the "cash consideration".

112
<PAGE> 116

- We refer to the obligations and liabilities to be assumed by C2 and
TLC pursuant to the TLC purchase agreement as the "C2/TLC assumed
liabilities".

- We refer to the purchases of $10.0 million of Weatherford common
stock made by Christiana pursuant to the amended merger agreement as the
"Weatherford Common Stock Purchases".

- We refer to the purchases of up to $5.0 million of Weatherford
common stock required to be made by Christiana following the Christiana
special meeting, if necessary to qualify the merger as a partially tax free
reorganization, as the "additional purchases of Weatherford common stock".

- We refer to the agreement of Sheldon B. Lubar and certain members of
this family to purchase enough shares of common stock of C2 as is necessary
to raise the $10.67 million needed to fund C2's purchase of a two-thirds
interest in TLC as the "Lubar/C2 agreement".

All information in this joint proxy statement/prospectus relating to
Weatherford (other than tax consequences, which has been supplied by Christiana)
has been supplied by Weatherford and all information relating to Christiana and
C2 has been supplied by Christiana and C2, respectively.

113
<PAGE> 117

CHRISTIANA COMPANIES, INC.

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE NO.
--------
<S> <C>
Report of Independent Public Accountants.................... F-2
Consolidated Statements of Earnings for the years ended June
30, 1998, 1997, and 1996.................................. F-3
Consolidated Balance Sheets as of June 30, 1998 and June 30,
1997...................................................... F-4
Consolidated Statements of Shareholders' Equity for the
years ended June 30, 1998, 1997 and 1996.................. F-5
Consolidated Statements of Cash Flows for the years ended
June 30, 1998, 1997 and 1996.............................. F-6
Notes to Consolidated Financial Statements.................. F-7
Consolidated Condensed Balance Sheets as of September 30,
1998 (unaudited) and June 30, 1998........................ F-16
Consolidated Condensed Statements of Earnings for the three
months ended September 30, 1998 and 1997 (unaudited)...... F-17
Consolidated Condensed Statements of Shareholders' Equity as
of September 30, 1998 (unaudited)......................... F-18
Consolidated Condensed Statements of Cash Flows for the
three months ended September 30, 1998 and 1997
(unaudited)............................................... F-19
Notes to Consolidated Condensed Financial Statements
(unaudited)............................................... F-20
</TABLE>

F-1
<PAGE> 118

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors and Shareholders
of Christiana Companies, Inc.:

We have audited the accompanying consolidated balance sheets of Christiana
Companies, Inc. (a Wisconsin corporation) and subsidiary as of June 30, 1998 and
1997, and the related consolidated statements of earnings, shareholders' equity
and cash flows for each of the years in the three year period ended June 30,
1998. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
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
Christiana Companies, Inc. as of June 30, 1998 and 1997, and the results of
their consolidated operations and their cash flows for each of the three years
in the period ended June 30, 1998, in conformity with generally accepted
accounting principles.

ARTHUR ANDERSEN LLP

Milwaukee, Wisconsin
September 23, 1998

F-2
<PAGE> 119

CHRISTIANA COMPANIES, INC.

CONSOLIDATED STATEMENTS OF EARNINGS

<TABLE>
<CAPTION>
FOR THE YEAR ENDED JUNE 30
---------------------------------------
1998 1997 1996
----------- ----------- -----------
<S> <C> <C> <C>
Revenues:
Warehousing and Logistic Services................... $90,179,000 $84,208,000 $77,170,000
----------- ----------- -----------
Costs and Expenses:
Warehousing and Logistic Expenses................... 76,057,000 70,973,000 65,418,000
Selling, General & Administrative Expenses.......... 8,364,000 8,656,000 7,531,000
----------- ----------- -----------
84,421,000 79,629,000 72,949,000
----------- ----------- -----------
Earnings From Operations.............................. 5,758,000 4,579,000 4,221,000
----------- ----------- -----------
Other Income (Expense):
Interest Income..................................... 441,000 516,000 531,000
Interest Expense.................................... (2,691,000) (3,166,000) (3,096,000)
Gain (Loss) on Disposal of Assets................... (17,000) (765,000) 2,818,000
Equity in Earnings of Weatherford................... 7,872,000 10,479,000 1,745,000
Other Expense, Net.................................. (1,436,000) (674,000) (208,000)
----------- ----------- -----------
4,169,000 6,390,000 1,790,000
----------- ----------- -----------
Earnings Before Income Taxes.......................... 9,927,000 10,969,000 6,011,000
Income Tax Provision.................................. 3,920,000 4,306,000 2,408,000
----------- ----------- -----------
Net Earnings.......................................... $ 6,007,000 $ 6,663,000 $ 3,603,000
=========== =========== ===========
Basic Net Earnings Per Share.......................... $ 1.17 $ 1.30 $ 0.69
=========== =========== ===========
Diluted Net Earnings Per Share........................ $ 1.15 $ 1.29 $ 0.69
=========== =========== ===========
Weighted Average Number of Shares Outstanding......... 5,142,963 5,136,630 5,186,679
</TABLE>

See notes to consolidated financial statements.

F-3
<PAGE> 120

CHRISTIANA COMPANIES, INC.

CONSOLIDATED BALANCE SHEETS

ASSETS

<TABLE>
<CAPTION>
AS OF JUNE 30
---------------------------
1998 1997
------------ ------------
<S> <C> <C>
Current Assets:
Cash and Cash Equivalents................................. $ 5,539,000 $ 2,888,000
Short-Term Investments.................................... -- 4,611,000
Accounts Receivable, Net.................................. 8,342,000 7,649,000
Inventories, Prepaids and Other Assets.................... 1,330,000 978,000
Current Portion of Mortgage Notes Receivable.............. 347,000 --
Deferred Tax Asset........................................ 1,445,000 750,000
------------ ------------
Total Current Assets.............................. 17,003,000 16,876,000
------------ ------------
Long-Term Assets:
Investment in Weatherford International Inc............... 144,206,000 41,257,000
Mortgage Notes Receivable................................. 185,000 1,749,000
Fixed Assets, Net......................................... 71,112,000 75,604,000
Goodwill.................................................. 5,435,000 5,592,000
Other Assets.............................................. 1,300,000 1,277,000
------------ ------------
Total Long-Term Assets............................ 222,238,000 125,479,000
------------ ------------
TOTAL ASSETS...................................... $239,241,000 $142,355,000
============ ============

LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Line of Credit............................................ $ 239,000 $ --
Current Portion of Long-Term Debt......................... 3,003,000 3,531,000
Accounts Payable.......................................... 3,505,000 3,526,000
Accrued Liabilities....................................... 6,763,000 5,562,000
------------ ------------
Total Current Liabilities......................... 13,510,000 12,619,000
------------ ------------
Long-Term Liabilities:
Long-Term Debt............................................ 27,122,000 36,149,000
Deferred Tax Liability.................................... 61,207,000 20,288,000
Other Liabilities......................................... 1,173,000 1,214,000
------------ ------------
Total Long-Term Liabilities....................... 89,502,000 57,651,000
------------ ------------
Total Liabilities................................. 103,012,000 70,270,000
------------ ------------
Shareholders' Equity:
Preferred Stock........................................... -- --
Common Stock.............................................. 5,209,000 5,196,000
Additional Paid-In Capital................................ 12,347,000 12,022,000
Unrealized Gain on Securities Available for Sale.......... 57,799,000 --
Treasury Stock, at Cost................................... (1,236,000) (1,236,000)
Retained Earnings......................................... 62,110,000 56,103,000
------------ ------------
Total Shareholders' Equity........................ 136,229,000 72,085,000
------------ ------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY........ $239,241,000 $142,355,000
============ ============
</TABLE>

See notes to consolidated financial statements.

F-4
<PAGE> 121

CHRISTIANA COMPANIES, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY(1)(2)

<TABLE>
<CAPTION>
UNREALIZED
GAIN ON
COMMON STOCK TREASURY STOCK ADDITIONAL SECURITIES
---------------------- --------------------- PAID-IN AVAILABLE RETAINED
SHARES AMOUNT SHARES AMOUNT CAPITAL FOR SALE EARNINGS TOTAL
--------- ---------- ------- ----------- ----------- ----------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance, June 30,
1995.................. 5,195,630 $5,196,000 -- $ -- $12,022,000 $ -- $41,492,000 $ 58,710,000
Purchase of Treasury
Stock................. -- -- (59,000) (1,236,000) -- -- -- (1,236,000)
Net Earnings............ -- -- -- -- -- -- 3,603,000 3,603,000
--------- ---------- ------- ----------- ----------- ----------- ----------- ------------
Balance, June 30,
1996.................. 5,195,630 $5,196,000 (59,000) $(1,236,000) $12,022,000 $ -- $45,095,000 $ 61,077,000
Weatherford Stock
Issuance.............. -- -- -- -- -- -- 4,345,000 4,345,000
Net Earnings............ -- -- -- -- -- -- 6,663,000 6,663,000
--------- ---------- ------- ----------- ----------- ----------- ----------- ------------
Balance, June 30,
1997.................. 5,195,630 $5,196,000 (59,000) $(1,236,000) $12,022,000 $ -- $56,103,000 $ 72,085,000
Unrealized Gain on
Securities Available
for Sale.............. -- -- -- -- -- 57,799,000 -- 57,799,000
Exercise of Options..... 12,700 13,000 -- -- 325,000 -- -- 338,000
Net Earnings............ -- -- -- -- -- -- 6,007,000 6,007,000
--------- ---------- ------- ----------- ----------- ----------- ----------- ------------
Balance, June 30,
1998.................. 5,208,330 $5,209,000 (59,000) $(1,236,000) $12,347,000 $57,799,000 $62,110,000 $136,229,000
========= ========== ======= =========== =========== =========== =========== ============
</TABLE>

- ---------------

(1) Preferred stock: $10 par value, 1,000,000 shares authorized, none issued.

(2) Common stock: $1 par value, 12,000,000 shares authorized.

See notes to consolidated financial statements.

F-5
<PAGE> 122

CHRISTIANA COMPANIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
FOR THE YEAR ENDED JUNE 30
-----------------------------------------
1998 1997 1996
----------- ------------ ------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Earnings.......................................... $ 6,007,000 $ 6,663,000 $ 3,603,000
Adjustments to Reconcile Net Earnings to Net Cash
Provided By Operating Activities:
Depreciation and Amortization....................... 6,678,000 7,155,000 7,159,000
(Gain) Loss on Disposal of Assets................... 177,000 765,000 (3,024,000)
Deferred Income Tax (Benefit) Provision............. 2,955,000 4,813,000 (1,084,000)
Equity in Earnings of Weatherford................... (7,872,000) (10,479,000) (1,745,000)
Changes in Assets and Liabilities:
(Increase) Decrease in Accounts Receivable.......... (693,000) 645,000 (34,000)
(Increase) Decrease in Inventories.................. 119,000 (166,000) (191,000)
(Increase) Decrease in Prepaids and Other Assets.... (565,000) (303,000) 788,000
Increase (Decrease) in Accounts Payable and Accrued
Liabilities...................................... 1,138,000 90,000 3,091,000
----------- ------------ ------------
Net Cash Provided By Operating Activities............. 7,944,000 9,183,000 8,563,000
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from (Purchase of) Short-Term Investments,
Net.............................................. 4,611,000 (3,861,000) 2,072,000
Investments Capital Expenditures.................... (2,829,000) (3,488,000) (19,715,000)
(Increase) Decrease in Mortgage Notes Receivable.... 1,217,000 1,565,000 (109,000)
Proceeds from Sales of Assets....................... 686,000 2,743,000 8,894,000
----------- ------------ ------------
Net Cash Provided By (Used In) Investing Activities... 3,685,000 (3,041,000) (8,858,000)
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings (Payments) on Line of Credit, Net........ 239,000 (1,354,000) (489,000)
Proceeds from Issuance of Common Stock.............. 338,000 -- --
Proceeds from Notes Payable......................... -- -- 9,011,000
Stock Repurchase.................................... -- -- (1,236,000)
Payments of Long-Term Debt.......................... (9,555,000) (5,628,000) (3,638,000)
----------- ------------ ------------
Net Cash Provided By (Used In) Financing Activities... (8,978,000) (6,982,000) 3,648,000
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS......................................... 2,651,000 (840,000) 3,353,000
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR.......... 2,888,000 3,728,000 375,000
----------- ------------ ------------
CASH AND CASH EQUIVALENTS, END OF YEAR................ $ 5,539,000 $ 2,888,000 $ 3,728,000
=========== ============ ============
Supplemental Disclosures of Cash Flow Information:
Interest Paid....................................... $ 2,683,000 $ 3,190,000 $ 3,228,000
Income Taxes Paid................................... $ 813,000 $ 1,396,000 $ 2,579,000
</TABLE>

See notes to consolidated financial statements.

F-6
<PAGE> 123

CHRISTIANA COMPANIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(THREE YEARS ENDED JUNE 30, 1997)

A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Description of Business: At June 30, 1998, Christiana is engaged in
providing public refrigerated and dry (non-refrigerated) warehousing and
logistic services; and owning 3,897,462 shares of Weatherford International,
Inc. common stock which represents an approximate 4% ownership interest.

Revenue Recognition: Transportation revenue is recognized when the goods
are delivered to the customer. Warehousing revenue is recognized as services are
provided. Costs and related expenses are recorded as incurred.

Principles of Consolidation: The consolidated financial statements include
the accounts of Christiana Companies, Inc., ("Christiana") and its wholly-owned
subsidiary (together with Christiana referred to as the "Company"). All material
intercompany transactions have been eliminated in consolidation.

Use of Estimates: The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.

Short-Term Investments: Short-term investments consist of U.S. Treasury
securities and commercial paper maturing in less than one year. These
investments are carried at amortized cost, which approximates fair value.

Accounts Receivable: Accounts receivable are presented net of a reserve for
bad debts of $222,000 and $333,000 at June 30, 1998 and 1997, respectively. The
provision for bad debts was $119,000, $227,000 and $123,000 for the years ended
June 30, 1998, 1997 and 1996, respectively.

Inventories: Inventories consist predominately of transportation equipment
repair parts. These items are carried at their lower of FIFO (first-in,
first-out) cost or market value.

Investment in Weatherford International, Inc.: Prior to May 27, 1998, the
Company accounted for its investment in Weatherford under the equity method. As
such, the Company's proportionate share of Weatherford earnings through May 27,
1998, is recorded in the statement of earnings as "Equity in Earnings of
Weatherford International, Inc." On May 27, 1998, Weatherford acquired
Weatherford Enterra, Inc. issuing additional shares of common stock which
reduced the Company's ownership percentage to approximately 4%. As a result of
this reduction in ownership, the Company no longer accounts for this investment
under the equity method; but rather accounts for its investment in Weatherford
using the cost method. Under the cost method, only dividends paid by Weatherford
will be reflected in future earnings of the Company.

The Company has classified its investment in Weatherford as "available-for
sale." Accordingly, the Weatherford shares owned by the Company (3,897,462
shares as of June 30, 1998) are recorded at their fair market value on the
balance sheet. Unrealized gains, net of deferred taxes, in the amount of
$57,799,000, are reflected as an increase to Shareholders' Equity.

Mortgage Notes Receivable: At June 30, 1998, mortgage notes receivable,
derived from condominium sales, totaled $532,000 and accrue interest at rates
ranging from 7.250% to 8.500%.

The principal balance of mortgage notes receivable matures as follows:

<TABLE>
<CAPTION>
YEAR ENDED JUNE 30
- ------------------
<S> <C>
1999......................... $347,000
2000......................... 3,000
2001......................... 3,000
</TABLE>

<TABLE>
<CAPTION>
YEAR ENDED JUNE 30
- ------------------
<S> <C>
2002......................... $ 3,000
2003......................... 4,000
Thereafter................... 172,000
</TABLE>

F-7
<PAGE> 124
CHRISTIANA COMPANIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

During the years ended June 30, 1998 and 1997, mortgage notes receivable of
$1,170,000 and $1,882,000, respectively, were sold or prepaid.

Fixed Assets: Fixed assets are carried at cost less accumulated
depreciation, which is computed using both straight-line and accelerated methods
for financial reporting purposes. The cost of major renewals and improvements
are capitalized; repair and maintenance costs are expensed as incurred. A
summary of the cost of fixed assets and the estimated useful lives for financial
reporting purposes is as follows:

<TABLE>
<CAPTION>
AT JUNE 30,
--------------------------- ESTIMATED
1998 1997 USEFUL LIVES
------------ ------------ ------------
<S> <C> <C> <C>
Fixed Assets:
Land........................................ $ 3,331,000 $ 3,380,000 --
Machinery and Equipment..................... 53,644,000 53,171,000 5-7 years
Buildings and Improvements.................. 41,488,000 41,534,000 30-32 years
Construction-In-Progress.................... 616,000 451,000 --
Less: Accumulated Depreciation.............. (27,967,000) (22,932,000)
------------ ------------
$ 71,112,000 $ 75,604,000
============ ============
</TABLE>

Goodwill: Goodwill is amortized on a straight-line basis over 40 years
($157,000 in 1998, 1997 and 1996). The accumulated amortization at June 30, 1998
and 1997 was $723,000 and $566,000, respectively. The Company continually
evaluates whether events and circumstances have occurred that indicate the
remaining estimated useful life may warrant revision or that the remaining
balance of goodwill may not be recoverable. When factors indicate that goodwill
should be evaluated for possible impairment, the Company uses an estimate of
undiscounted cash flows over the remaining life of the goodwill measuring
whether the goodwill is impaired. If impaired, a loss is recognized for the
amount that the carrying value exceeds the fair value.

Long-Lived Assets: During fiscal 1997, the Company adopted Statement of
Financial Accounting Standards ("SFAS") No. 121, "Accounting for the Impairment
of Long-lived Assets and Assets to be Disposed of." Adoption of this standard
did not have a material impact on the Company's financial position or results of
operations. The Company continually evaluates whether events and circumstances
have occurred that may indicate the remaining estimated useful life may warrant
revision or that the remaining balance of long-lived assets may be not
recoverable. When factors indicate that long-lived assets should be evaluated
for possible impairment, the Company uses an estimate of the undiscounted cash
flows over the remaining life of the long-lived assets measuring whether these
assets are impaired. If impaired, a loss is recognized for the amount that the
carrying value exceeds the fair value.

Other Assets: Other Assets primarily represent deferred charges and cash
surrender value of officer's life insurance.

Income Taxes: Deferred income taxes are provided on the temporary
differences in the carrying values of assets and liabilities for financial
reporting and income tax purposes.

Cash and Cash Equivalents: The Company considers all highly liquid
investments with original maturities of less than ninety days to be cash
equivalents.

Reclassifications: Certain reclassifications have been made in the 1997
statements to conform with 1998 presentation.

F-8
<PAGE> 125
CHRISTIANA COMPANIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

B. WEATHERFORD INTERNATIONAL, INC. MERGER AGREEMENT:

On December 12, 1997, the Company entered into an agreement with
Weatherford International, Inc. ("Weatherford") whereby Weatherford will
purchase all of the outstanding shares of the Company. The terms of the merger
provide that each Christiana common share will be converted into (i) .7453
shares of Weatherford International, Inc. common stock, (ii) cash in the
approximate amount of $4.00, depending upon the balance of certain assets and
liabilities at the time of closing and (iii) a contingent cash payment of
approximately $1.92 after 5 years, subject to the incurrence of any indemnity
claims by Weatherford during this period.

On August 17, 1998, the shareholders of both Weatherford and Christiana
overwhelmingly approved the Merger agreement and sale of Total Logistic Control
to C2, Inc. However, due to the recent decline in the value of Weatherford's
common stock price, the merger transaction was postponed until the conditions
are met for Christiana's shareholders to not recognize any taxable gain or loss
on their exchange of Christiana shares for Weatherford common stock in the
merger. To meet this requirement, Weatherford's stock price must be
approximately $30.00 per share. As of September 23, 1998, the fair market value
of this investment decreased from $144.2 million at June 30, 1998 to
approximately $97.4 million as a result of market fluctuations.

By its terms, the Merger Agreement may be terminated by either party after
October 31, 1998. Currently, both Christiana and Weatherford are monitoring
Weatherford's stock price and will close the merger on or prior to October 31,
1998, if it exceeds $30.00 per share and all other requirements remain
satisfied.

As of June 30, 1998, the Company has deferred approximately $773,000 of
transaction costs related to the merger. If the merger is not completed, these
costs will be charged to earnings during fiscal 1999 at the time of termination.
Total merger related costs that would ultimately be charged to earnings,
including those amounts deferred at June 30, 1998, are estimated at
approximately $1.8 million.

C. INDEBTEDNESS:

The following is a summary of consolidated indebtedness:

<TABLE>
<CAPTION>
AT JUNE 30,
-------------------------
1998 1997
----------- -----------
<S> <C> <C>
Christiana Corporate
Notes Payable............................................ $ -- $ 2,286,000
Total Logistic Control, LLC
Revolving Credit Agreement............................... 27,273,000 31,248,000
Notes Payable, Equipment Related......................... 1,088,000 4,382,000
Subordinated Note........................................ 1,764,000 1,764,000
----------- -----------
Subtotal......................................... 30,125,000 39,680,000
Less: Current Portion of Long-Term Debt.................... (3,003,000) (3,531,000)
----------- -----------
Long-Term Debt............................................. $27,122,000 $36,149,000
=========== ===========
</TABLE>

Christiana has a $15,000,000 unsecured line of credit, renewable annually.
Borrowings under this line bear interest at either the London Interbank Offered
Rate ("LIBOR") plus 125 basis points, or prime at the Company's option. No
compensating balances are required under the terms of this credit facility.
There were no borrowings under this credit line in fiscal 1998 or 1997.

Total Logistic Control, LLC ("TLC") has a $5,000,000 line of credit with a
bank, renewable annually. Borrowings under this credit facility bear interest at
either LIBOR plus 200 basis points or the bank's prime rate (8.5% at June 30,
1998) and are secured by certain accounts receivable. As of June 30, 1998 and
1997, $239,000 and $0 was outstanding under this line. This line of credit was
terminated on August 5, 1998.

F-9
<PAGE> 126
CHRISTIANA COMPANIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

TLC has a revolving credit agreement that provides for borrowings at June
30, 1998 up to $35,000,000. Borrowings under this agreement mature on March 31,
2001 and bear interest, payable monthly at either LIBOR plus 125 basis points
(6.906% at June 30, 1998) or the bank's prime rate (8.5% at June 30, 1998) and
are unsecured. The revolving credit agreement requires, among other things, that
defined levels of net worth and debt service coverage be maintained and
restricts certain activities including limitation on new indebtedness and the
disposition of assets. As of June 30, 1998, the Company was in compliance with
all covenants. No compensating balances are required under the terms of this
credit facility.

TLC's notes payable relate to specific equipment purchases, primarily
transportation and material handling equipment and are secured by specified
assets. These notes bear interest on both fixed and floating terms ranging from
6.375% to 9.37%. No compensating balances are required under the terms of these
credit arrangements. TLC's subordinated note bears interest at 8% and was
incurred in the redemption of a former shareholder's ownership coincident with
the sale to Christiana. This obligation is guaranteed by Christiana.

Future maturities of consolidated indebtedness are as follows:

<TABLE>
<CAPTION>
YEAR ENDED
JUNE 30 TOTAL
---------- -----------
<S> <C>
1999........................................................ $ 3,003,000
2000........................................................ 5,008,000
2001........................................................ 22,114,000
</TABLE>

D. INCOME TAXES:

The Income Tax Provision consists of the following:

<TABLE>
<CAPTION>
YEAR ENDED JUNE 30
-------------------------------------
1998 1997 1996
---------- ---------- -----------
<S> <C> <C> <C>
Current
Federal...................................... $ 837,000 $ (442,000) $ 3,029,000
State........................................ 128,000 (65,000) 463,000
Deferred....................................... 2,955,000 4,813,000 (1,084,000)
---------- ---------- -----------
$3,920,000 $4,306,000 $ 2,408,000
========== ========== ===========
</TABLE>

The components of Deferred Income Taxes are:

<TABLE>
<CAPTION>
AT JUNE 30
-------------------------
1998 1997
----------- -----------
<S> <C> <C>
Deferred Tax Assets:
Accrued Expenses and Other Reserves...................... $ 1,722,000 $ 1,612,000
----------- -----------
Total Deferred Tax Assets........................ $ 1,722,000 $ 1,612,000
----------- -----------
Deferred Tax Liabilities:
Tax Over Book Depreciation............................... $12,795,000 $12,329,000
Unrealized Gain on Weatherford shares.................... 37,270,000 --
Equity in Earnings of Weatherford........................ 7,854,000 4,767,000
Weatherford Stock Issuance............................... 2,787,000 2,787,000
Installment Sales........................................ -- 407,000
Other.................................................... 779,000 860,000
----------- -----------
Total Deferred Tax Liability..................... 61,485,000 21,150,000
----------- -----------
Net Deferred Tax Liability................................. $59,763,000 $19,538,000
=========== ===========
</TABLE>

F-10
<PAGE> 127
CHRISTIANA COMPANIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

A reconciliation of the statutory Federal income tax rate to the Company's
effective tax rate follows:

<TABLE>
<CAPTION>
YEAR ENDED JUNE 30
------------------
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Statutory Federal Income Tax Rate........................... 34% 35% 34%
Increase (Reduction) in Taxes Resulting From:
State Income Tax, Net..................................... 4 5 5
Other, Net................................................ 1 (1) 1
== == ==
39% 39% 40%
== == ==
</TABLE>

E. STOCK OPTIONS AND EMPLOYEE BENEFIT PLAN:

The Company has 295,000 shares of its common stock reserved for issuance
under a stock option plan, which permits the granting of options as well as
appreciation rights and awards. During fiscal 1998, options totaling 16,666 were
cancelled and 12,700 options were exercised. During fiscal 1997, options for a
total of 40,000 shares were granted at exercise prices of $21.50 and $22.25.
During fiscal 1996, options for a total of 100,000 shares were granted at an
exercise price of $24.25 per share. At June 30, 1998 and 1997, 52.8% and 36.0%,
respectively, of total options granted were exercisable. The remaining options
are exercisable over the next six years.

As of June 30, 1998, the total number of stock options outstanding and
those currently exercisable were 254,384 and 134,384, respectively. The
weighted-average exercise price of total stock options outstanding and those
currently exercisable was $27.49 and $28.31, respectively. Additionally, the
weighted average contractual life of stock options outstanding as of June 30,
1998 was 2.2 years.

Changes in stock options outstanding are summarized as follows:

<TABLE>
<CAPTION>
NUMBER OF EXERCISE PRICE
OPTIONS PER OPTION
--------- ---------------
<S> <C> <C>
Balance, June 30, 1995................................... 151,250 26.000 - 34.375
Options Granted........................................ 100,000 24.250
Options Cancelled...................................... 7,500 27.125 - 34.375
------- ---------------
Balance, June 30, 1996................................... 243,750 24.250 - 34.375
Options Granted........................................ 40,000 21.500 - 22.250
------- ---------------
Balance, June 30, 1997................................... 283,750 21.500 - 34.375
Options Cancelled...................................... 16,666 22.250
Options Exercised...................................... 12,700 24.250 - 30.150
------- ---------------
Balance, June 30, 1998................................... 254,384 21.500 - 34.375
======= ===============
</TABLE>

Pro forma information regarding net income and earnings per share is
required by Statement of Financial Accounting Standards No. 123 and has been
determined as if the Company had accounted for its stock options under the fair
value method as provided therein. The fair value of each option is estimated on
the date of the grant using an option pricing model with the following
weighted-average assumptions used for options issued in fiscal 1997 and 1996,
respectively: risk-free interest rate of 6.5%; expected remaining lives of 5 and
6 years; expected volatility of 25% and 20%; and no expected dividends.

For purposes of pro forma disclosures, the estimated fair value of the
options is amortized to expense over the options' vesting period. Set forth
below is a summary of the Company's net earnings and earnings per share as
reported and pro forma, as if the fair value based method of accounting defined
in SFAS No. 123 had been applied. The pro forma information is not meant to be
representative of the effects on reported net

F-11
<PAGE> 128
CHRISTIANA COMPANIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

income for future years, because as provided by SFAS No. 123, only the effects
of awards granted after July 1, 1996 are considered in the pro forma
calculation.

<TABLE>
<CAPTION>
JUNE 30, 1998 JUNE 30, 1997
------------------------ ------------------------
AS REPORTED PRO FORMA AS REPORTED PRO FORMA
----------- ---------- ----------- ----------
<S> <C> <C> <C> <C>
Net Earnings................................. $6,007,000 $5,767,000 $6,663,000 $6,282,000
Basic Earnings Per Share..................... $ 1.17 $ 1.12 $ 1.30 $ 1.22
</TABLE>

The Company has a 401(k) plan covering substantially all of its employees.
The costs under this plan have not been material. The Company does not provide
post employment medical or life insurance benefits.

F. COMMITMENTS:

TLC has operating leases for certain warehousing and office facilities.
Rental expense under these leases was $6,812,000, $7,213,000 and $5,479,000 in
fiscal 1998, 1997 and 1996, respectively. At June 30, 1998, future minimum lease
payments under these operating leases are as follows:

<TABLE>
<CAPTION>
YEAR ENDED
JUNE 30
----------
<S> <C>
1999........................................................ $4,226,000
2000........................................................ 3,765,000
2001........................................................ 3,304,000
2002........................................................ 2,630,000
2003........................................................ 1,825,000
Thereafter.................................................. 8,456,000
</TABLE>

G. EARNINGS PER SHARE:

In fiscal 1998, the Company adopted SFAS No. 128, "Earnings per Share". As
a result, a summary of basic and diluted earnings per share for the years ended
June 30, 1998, 1997 and 1996 is as follows:

<TABLE>
<CAPTION>
FOR THE YEAR ENDED JUNE 30,
------------------------------------
1998 1997 1996
---------- ---------- ----------
<S> <C> <C> <C>
Basic Earnings per share:
Net income available to common shareholders.... $6,007,000 $6,663,000 $3,603,000
========== ========== ==========
Average shares of common stock outstanding..... 5,142,963 5,136,630 5,186,679
Basic earnings per share....................... $ 1.17 $ 1.30 $ 0.69
========== ========== ==========
Diluted earnings per share:
Average shares of common stock outstanding..... 5,142,963 5,136,630 5,186,679
Incremental common shares applicable to common
stock options............................... 66,290 22,974 --
---------- ---------- ----------
Average common shares assuming full dilution... 5,209,253 5,159,604 5,186,679
Diluted earnings per share..................... $ 1.15 $ 1.29 $ 0.69
========== ========== ==========
</TABLE>

F-12
<PAGE> 129
CHRISTIANA COMPANIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

H. WEATHERFORD INTERNATIONAL, INC. SUMMARY FINANCIAL INFORMATION:

The following represents summarized financial information for Weatherford
International, Inc. Weatherford's fiscal year ends on December 31, 1997. For
more information regarding Weatherford's financial condition and operations,
reference is made to Weatherford's Form 10-K filed with the Securities and
Exchange Commission.

<TABLE>
<CAPTION>
AT DECEMBER 31,
---------------------
1997 1996
---------- --------
(IN THOUSANDS)
<S> <C> <C>
Current Assets.............................................. $ 631,025 $558,681
Noncurrent Assets........................................... 735,041 294,162
---------- --------
Total Assets...................................... $1,366,066 $852,843
========== ========
Current Liabilities......................................... $ 314,165 $233,126
Noncurrent Liabilities...................................... 524,668 165,633
Stockholders' Equity........................................ 527,233 454,084
---------- --------
Total Liabilities & Stockholders' Equity.......... $1,366,066 $852,843
========== ========
</TABLE>

SUMMARIZED INCOME STATEMENTS

<TABLE>
<CAPTION>
FOR YEAR ENDED DECEMBER 31,
---------------------------------
1997 1996 1995
--------- --------- ---------
(IN THOUSANDS)
<S> <C> <C> <C>
Revenues.................................................. $ 892,264 $ 478,020 $ 351,587
Operating Expenses........................................ (750,260) (431,733) (319,147)
Other Expenses, Net....................................... (13,350) (14,741) (16,049)
--------- --------- ---------
Income Before Taxes....................................... 128,654 31,546 16,391
Provision for Taxes....................................... (44,959) (7,041) (5,080)
--------- --------- ---------
Income from Continuing Operations......................... 83,695 24,505 11,311
Discontinued Operations, Net of Taxes..................... -- 74,392 --
--------- --------- ---------
Income before Extraordinary Item.......................... 83,695 98,897 11,311
Extraordinary Item........................................ (9,010) (731) --
--------- --------- ---------
Net Income................................................ $ 74,685 $ 98,166 $ 11,311
========= ========= =========
Earnings per Share........................................ $ 1.62 $ 2.41 $ 0.38
========= ========= =========
</TABLE>

During fiscal 1997, Weatherford issued additional stock in a public
offering. The Company's proportionate share of the gain was $4,345,000 and is
reflected as an increase in retained earnings in the consolidated statement of
Shareholders' Equity.

Included in the Company's retained earnings is $16,598,000 of undistributed
earnings related to its' investment in Weatherford.

I. ACCOUNTING PRONOUNCEMENTS:

Effective July 1, 1998, the Company adopted Statement of Financial
Accounting Standards ("SFAS") No. 130, "Reporting Comprehensive Income." This
statement establishes standards for reporting and display of comprehensive
income and its components. Components of comprehensive income are net income and
all

F-13
<PAGE> 130
CHRISTIANA COMPANIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

other non-shareholder changes in equity. For the quarter ended September 30,
1998, the Company will be required to show components of comprehensive income in
a separate financial statement.

Effective July 1, 1998, the Company adopted SFAS No. 131, "Disclosure about
Segments of an Enterprise and Related Information." This statement establishes
standards for the way that a public company reports information about operating
segments in its annual financial statements. It also requires the company to
report selected information about operating segments in its interim financial
reports. This statement requires that a public company report financial and
descriptive information about its operating segments based on the way that the
chief operating decision maker organizes segments within the company for making
operating decisions and assessing performance. For the quarter ended September
30, 1998, the Company will be required to disclose segment information in the
notes to financial statements.

F-14
<PAGE> 131

CHRISTIANA COMPANIES, INC.
QUARTERLY FINANCIAL INFORMATION
(UNAUDITED)

<TABLE>
<CAPTION>
QUARTER ENDED
-----------------------------------------------------
SEPTEMBER DECEMBER MARCH JUNE TOTAL
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
FISCAL 1998
Revenues...................... $23,047,000 $23,667,000 $21,865,000 $21,600,000 $90,179,000
Earnings From Operations...... 1,617,000 1,438,000 1,066,000 1,637,000 5,758,000
Earnings Before Taxes......... 2,438,000 1,441,000 3,001,000 3,047,000 9,927,000
Net Earnings.................. 1,485,000 858,000 1,833,000 1,831,000 6,007,000
Basic Earnings Per Share...... $ 0.29 $ 0.17 $ 0.36 $ 0.35 $ 1.17
Diluted Earnings Per Share.... $ 0.29 $ 0.16 $ 0.35 $ 0.35 $ 1.15
FISCAL 1997
Revenues...................... $20,480,000 $20,342,000 $22,450,000 $20,936,000 $84,208,000
Earnings From Operations...... 1,489,000 1,525,000 1,093,000 472,000 4,579,000
Earnings Before Taxes......... 1,767,000 6,126,000* 1,671,000 1,405,000 10,969,000
Net Earnings.................. 1,083,000 3,730,000 1,019,000 831,000 6,663,000
Basic Earnings Per Share...... $ 0.21 $ 0.73 $ 0.20 $ 0.16 $ 1.30
Diluted Earnings per Share.... $ 0.21 $ 0.73 $ 0.20 $ 0.16 $ 1.30
</TABLE>

- ---------------

* Includes $5,715,000 of gain on the sale of Mallard Drilling, a Weatherford
subsidiary.

FIVE YEAR FINANCIAL INFORMATION

<TABLE>
<CAPTION>
YEAR ENDED JUNE 30
------------------------------------------------------------------------
1998 1997 1996 1995 1994
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Revenues:
Product Sales............ $ -- $ -- $ -- $ 55,239,000 $ 46,428,000
Warehousing and
Logistic Services... 90,179,000 84,208,000 77,170,000 71,642,000 43,725,000
------------ ------------ ------------ ------------ ------------
90,179,000 84,208,000 77,170,000 126,881,000 90,153,000
Net Earnings............... 6,007,000 6,663,000 3,603,000 5,062,000 3,121,000
Basic Earnings Per Share... $ 1.17 $ 1.30 $ 0.69 $ 0.96 $ 0.59
Total Assets............... 239,241,000 142,355,000 131,018,000 121,742,000 147,565,000
Long-Term Liabilities...... 89,502,000 57,651,000 57,926,000 51,388,000 67,154,000
Shareholders' Equity....... 136,229,000 72,085,000 61,077,000 58,710,000 60,088,000
</TABLE>

F-15
<PAGE> 132

CHRISTIANA COMPANIES, INC.

CONSOLIDATED CONDENSED BALANCE SHEETS

<TABLE>
<CAPTION>
ASSETS

SEPTEMBER 30, JUNE 30,
1998 1998
------------- ------------
(UNAUDITED) (AUDITED)
<S> <C> <C>
Current Assets:
Cash and cash equivalents................................. $ 5,286,000 $ 5,539,000
Accounts receivable, net.................................. 9,172,000 8,342,000
Inventories, prepaids and other........................... 3,839,000 2,775,000
Current portion of mortgage notes receivable.............. -- 347,000
------------ ------------
Total Current Assets.............................. 18,297,000 17,003,000
------------ ------------
Long-Term Assets:
Investment in Weatherford................................. 84,283,000 144,206,000
Mortgage notes receivable................................. 187,000 185,000
Fixed assets, net......................................... 69,906,000 71,112,000
Other assets.............................................. 6,678,000 6,735,000
------------ ------------
Total Long-Term Assets............................ 161,054,000 222,238,000
------------ ------------
$179,351,000 $239,241,000
============ ============

LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable.......................................... $ 4,248,000 $ 3,505,000
Accrued liabilities....................................... 6,822,000 6,763,000
Line of credit............................................ -- 239,000
Current portion of long-term debt......................... 2,630,000 3,003,000
------------ ------------
Total Current Liabilities......................... 13,700,000 13,510,000
------------ ------------
Long-Term Liabilities:
Long-term debt............................................ 26,275,000 27,122,000
Deferred federal and state income taxes................... 37,917,000 61,207,000
Other liabilities......................................... 1,162,000 1,173,000
------------ ------------
Total Long-Term Liabilities....................... 65,354,000 89,502,000
------------ ------------
Total Liabilities................................. 79,054,000 103,012,000
------------ ------------
Shareholders' Equity:
Preferred stock
Common stock, par value $1 per share; authorized
12,000,000 shares; issued 5,208,330.................... 5,209,000 5,209,000
Additional paid-in capital................................ 12,347,000 12,347,000
Unrealized gain on securities available for sale.......... 21,365,000 57,799,000
Treasury stock, at cost................................... (1,236,000) (1,236,000)
Retained earnings......................................... 62,612,000 62,110,000
------------ ------------
Total Shareholders' Equity........................ 100,297,000 136,229,000
------------ ------------
$179,351,000 $239,241,000
============ ============
</TABLE>

See notes to consolidated financial statements.

F-16
<PAGE> 133

CHRISTIANA COMPANIES, INC.

CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS
(UNAUDITED)

<TABLE>
<CAPTION>
THREE MONTHS ENDED
SEPTEMBER 30,
-------------------------
1998 1997
----------- -----------
<S> <C> <C>
Revenues:
Warehousing and logistic services......................... $22,370,000 $23,047,000
----------- -----------
Costs and Expenses:
Warehousing and logistic services......................... 18,633,000 19,201,000
Selling, general and administrative....................... 2,365,000 2,229,000
----------- -----------
20,998,000 21,430,000
----------- -----------
Earnings from Operations.................................... 1,372,000 1,617,000
Other Income (Expense):
Interest income........................................... 80,000 132,000
Interest expense.......................................... (573,000) (752,000)
Equity in earnings of Weatherford......................... -- 1,937,000
Other income (expense), net............................... (54,000) (496,000)
----------- -----------
(547,000) 821,000
----------- -----------
Earnings before income taxes................................ 825,000 2,438,000
Income tax provision........................................ 323,000 953,000
----------- -----------
Net Earnings................................................ $ 502,000 $ 1,485,000
=========== ===========
Basic Earnings per Share.................................... $ 0.10 $ 0.29
=========== ===========
Diluted Earnings per Share.................................. $ 0.10 $ 0.29
=========== ===========
Weighted average number of shares outstanding............... 5,149,330 5,136,630
=========== ===========
</TABLE>

See notes to consolidated financial statements.

F-17
<PAGE> 134

CHRISTIANA COMPANIES, INC.

CONSOLIDATED CONDENSED STATEMENTS OF SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
COMMON STOCK TREASURY STOCK
---------------------- ---------------------
SHARES AMOUNT SHARES AMOUNT
--------- ---------- ------- -----------
<S> <C> <C> <C> <C>
Balance, June 30, 1998......................... 5,208,330 $5,209,000 (59,000) $(1,236,000)
--------- ---------- ------- -----------
Unrealized loss on securities available for
sale...................................... -- -- -- --
Net earnings for the three months ended
September 30, 1998 (unaudited)............ -- -- -- --
--------- ---------- ------- -----------
Balance, September 30, 1998.................... 5,208,330 $5,209,000 (59,000) $(1,236,000)
========= ========== ======= ===========
</TABLE>

<TABLE>
<CAPTION>
UNREALIZED
GAIN ON
ADDITIONAL SECURITIES
PAID-IN AVAILABLE RETAINED
CAPITAL FOR SALE EARNINGS TOTAL
----------- ----------- ----------- ------------
<S> <C> <C> <C> <C>
Balance, June 30, 1998.................. $12,347,000 $57,799,000 $62,110,000 $136,229,000
----------- ----------- ----------- ------------
Unrealized loss on securities
available for sale................. -- (36,434,000) -- (36,434,000)
Net earnings for the three months
ended September 30, 1998
(unaudited)........................ -- -- 502,000 502,000
----------- ----------- ----------- ------------
Balance, September 30, 1998............. $12,347,000 $21,365,000 $62,612,000 $100,297,000
=========== =========== =========== ============
</TABLE>

See notes to consolidated financial statements.

F-18
<PAGE> 135

CHRISTIANA COMPANIES, INC.

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)

<TABLE>
<CAPTION>
THREE MONTHS ENDED
SEPTEMBER 30,
--------------------------
1998 1997
----------- -----------
<S> <C> <C>
CASH FLOW FROM OPERATING ACTIVITIES:
Net earnings.............................................. $ 502,000 $ 1,485,000
Adjustments to reconcile net earnings to net cash
provided by operating activities:
Depreciation and amortization........................ 1,735,000 1,708,000
Deferred income tax expenses......................... 200,000 1,171,000
Equity in earnings of Weatherford.................... -- (1,937,000)
Changes in assets and liabilities:
Increase in accounts receivable...................... (830,000) (2,419,000)
(Increase) decrease in other assets.................. (1,125,000) 254,000
Increase in accounts payable and accrued
liabilities......................................... 791,000 1,525,000
----------- -----------
Net cash provided by operating activities................... 1,273,000 1,787,000
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of short-term investments, net................... -- (1,987,000)
Capital expenditures...................................... (546,000) (1,029,000)
Proceeds from sale of assets.............................. 134,000 --
Decrease in mortgage notes receivable..................... 345,000 3,000
----------- -----------
Net cash (used in) investing activities..................... (67,000) (3,013,000)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net (payments) borrowings on credit lines................. (239,000) 944,000
Net payments of notes and loans payable................... (1,220,000) (2,020,000)
----------- -----------
Net cash (used in) financing activities..................... (1,459,000) (1,076,000)
NET (DECREASE) IN CASH AND CASH EQUIVALENTS................. (253,000) (2,302,000)
BEGINNING CASH AND CASH EQUIVALENTS, July 1................. 5,539,000 2,888,000
----------- -----------
ENDING CASH AND CASH EQUIVALENTS, September 30.............. $ 5,286,000 $ 586,000
=========== ===========
Supplemental disclosures of cash flow information:
Interest paid............................................. $ 573,000 $ 765,000
Income taxes paid......................................... 401,000 --
</TABLE>

See notes to consolidated financial statements.

F-19
<PAGE> 136

CHRISTIANA COMPANIES, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

NOTE 1 -- ACCOUNTING POLICIES

The accompanying unaudited financial statements reflect all adjustments
which are, in the opinion of management, necessary to present fairly the results
for the interim periods presented and should be read in conjunction with the
Company's 1998 Annual Report on Form 10-K.

NOTE 2 -- INVESTMENT IN WEATHERFORD INTERNATIONAL, INC.

Prior to May 27, 1998, the Company accounted for its investment in
Weatherford under the equity method. As such, the Company's proportionate share
of Weatherford earnings through May 27, 1998, is recorded in the statement of
earnings as "Equity in Earnings of Weatherford." On May 27, 1998, Weatherford
acquired Weatherford Enterra, Inc. issuing additional shares of common stock
which reduced the Company's ownership percentage to approximately 4%. As a
result of this reduction in ownership, the Company no longer accounts for this
investment under the equity method; but rather accounts for its investment in
Weatherford using the cost method. Under the cost method, only dividends paid by
Weatherford will be reflected in future earnings of the Company.

The Company has classified its investment in Weatherford as
"available-for-sale." Accordingly, the Weatherford shares owned by the Company
(3,897,462 shares as of September 30, 1998) are recorded at their fair market
value on the balance sheet. Unrealized gains, net of deferred taxes, in the
amount of $21,365,000, are reflected as an increase to Shareholders' Equity.

NOTE 3 -- WEATHERFORD/CHRISTIANA MERGER

On October 14, 1998, Christiana and Weatherford International, Inc.
announced amended merger terms which were designed both to improve the terms for
Christiana shareholders and to increase substantially the likelihood of
completing the merger on a partially tax free basis. The amended terms eliminate
a $10 million contingent holdback that was previously required and commits
Christiana to purchase at least $10 million of Weatherford common stock, plus up
to an additional $5 million of Weatherford share purchases, if necessary, to
allow for the stock consideration in the merger to be received by the Christiana
shareholders to be on a tax-free basis. The cash component in the merger is
anticipated to be between $3.00 and $4.00 per Christiana share depending on if
any of the additional $5 million Weatherford common share purchases are
completed. Completion of the merger, as amended, is subject to various
conditions, including approvals by Weatherford and Christiana shareholders.

NOTE 4 -- COMPREHENSIVE INCOME

Effective July 1, 1998, the Company adopted SFAS No. 130, "Reporting
Comprehensive Income." This statement establishes rules for the reporting of
comprehensive income and its components. The Company's comprehensive income
components consist of net income and unrealized gains on securities available
for sale and are presented in the Consolidated Statement of Shareholders'
Equity. For interim reporting, the Company has chosen to disclose comprehensive
income in the notes to financial statements. The components of comprehensive
income for the three months ended September 30, 1998 and 1997 are as follows:

<TABLE>
<CAPTION>
THREE MONTHS ENDED
SEPTEMBER 30,
--------------------------
1998 1997
------------ ----------
<S> <C> <C>
Net income.................................................. $ 502,000 $1,485,000
Unrealized loss on securities held for sale, net of taxes... (36,434,000) --
------------ ----------
Total comprehensive income/(loss)................. $(35,932,000) $1,485,000
============ ==========
</TABLE>

F-20
<PAGE> 137
CHRISTIANA COMPANIES, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 5 -- EARNINGS PER SHARE

In fiscal 1998, the Company adopted SFAS No. 128, "Earnings per Share." The
following is a reconciliation of basic and diluted earnings per share for the
quarters ended September 30, 1998 and 1997:

<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED
SEPTEMBER 30,
--------------------------
1998 1997
----------- -----------
<S> <C> <C>
Basic Earnings per Share:
Net income available to common shareholders............... $ 502,000 $1,485,000
Average shares of common stock outstanding................ 5,149,330 5,136,630
---------- ----------
Basic earnings per share.................................. $ 0.10 $ 0.29
========== ==========
Diluted Earnings per Share:
Average shares of common stock outstanding................ 5,149,330 5,136,630
Incremental common shares applicable to common stock
options................................................ 1,898 70,483
---------- ----------
Average common shares assuming full dilution.............. 5,151,228 5,207,113
---------- ----------
Diluted earnings per share................................ $ 0.10 $ 0.29
========== ==========
</TABLE>

NOTE 6 -- ACCOUNTING PRONOUNCEMENTS

The Company is currently researching SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities." This statement establishes
accounting and reporting standards for derivative instruments, including certain
derivative instruments embedded in other contracts, and for hedging activities.
This statement shall be effective for all fiscal quarters of all fiscal years
beginning after June 15, 1999. Earlier application of all provisions of this
statement is permitted. This statement shall not be applied retroactively to
financial statements of prior periods. This statement is expected not to impact
the Company's operating results or financial position as the Company does not
currently use derivative financial instruments.

F-21
<PAGE> 138

APPENDIX A

AMENDED AND RESTATED

AGREEMENT AND PLAN OF MERGER*

AMONG

WEATHERFORD INTERNATIONAL, INC.,

CHRISTIANA ACQUISITION, INC.,

CHRISTIANA COMPANIES, INC.

AND

C2, INC.

DATED AS OF

OCTOBER 14, 1998

* As amended by Amendment No. 1 to Amended and Restated Agreement and Plan of
Merger dated January 5, 1999.

<PAGE> 139

TABLE OF CONTENTS

ARTICLE I

<TABLE>
<S> <C> <C>
THE MERGER.................................................. A-3
1.1 THE MERGER.................................................. A-3
1.2 CLOSING DATE................................................ A-3
1.3 CONSUMMATION OF THE MERGER.................................. A-4
1.4 EFFECTS OF THE MERGER....................................... A-4
1.5 ARTICLES OF INCORPORATION; BYLAWS........................... A-4
1.6 DIRECTORS AND OFFICERS...................................... A-4
1.7 CONVERSION OF SECURITIES.................................... A-4
1.8 EXCHANGE OF CERTIFICATES.................................... A-5
(a) Exchange Agent.......................................... A-5
(b) Payment of Merger Consideration......................... A-5
(c) Retention of Cash Pending Post Closing Audit............ A-5
(d) [Intentionally Omitted]................................. A-5
(e) Exchange Procedure...................................... A-5
(f) Distributions with Respect to Unexchanged Christiana
Shares...................................................... A-6
(g) No Further Ownership Rights in Christiana Shares........ A-6
(h) Escheat................................................. A-6
1.9 TAKING OF NECESSARY ACTION; FURTHER ACTION.................. A-6

ARTICLE II
REPRESENTATIONS AND WARRANTIES.............................. A-6
2.1 REPRESENTATIONS AND WARRANTIES OF WEATHERFORD AND SUB....... A-6
(a) Organization and Compliance with Law.................... A-6
(b) Capitalization.......................................... A-7
(c) Authorization and Validity of Agreement................. A-7
(d) No Approvals or Notices Required; No Conflict........... A-7
(e) Commission Filings; Financial Statements................ A-8
(f) Absence of Certain Charges and Events................... A-8
(g) Tax Matters............................................. A-8
(h) Voting Requirements..................................... A-9
(i) Brokers................................................. A-9
(j) Information Supplied.................................... A-9
2.2 REPRESENTATIONS AND WARRANTIES OF CHRISTIANA AND C2......... A-9
(a) Organization............................................ A-9
(b) Capitalization.......................................... A-9
(c) Authorization and Validity of Agreement................. A-10
(d) No Approvals or Notices Required; No Conflict with
Instruments to which Christiana is a Party.................. A-11
(e) Commission Filings; Financial Statements................ A-11
(f) Conduct of Business in the Ordinary Course; Absence of
Certain Changes and Events.................................. A-12
(g) Litigation.............................................. A-12
(h) Employee Benefit Plans.................................. A-12
(i) Taxes................................................... A-14
(j) Environmental Matters................................... A-15
(k) Investment Company...................................... A-16
(l) Severance Payments...................................... A-16
(m) Voting Requirements..................................... A-16
(n) Brokers................................................. A-16
(o) Assets and Liabilities at Closing....................... A-16
(p) Compliance with Laws.................................... A-16
(q) Contracts............................................... A-17
(r) Title to Property....................................... A-17
</TABLE>

A-1
<PAGE> 140

<TABLE>
<S> <C> <C>
(s) Insurance Policies........................................................................... A-17
(t) Loans........................................................................................ A-18
(u) No Fraudulent Transfer....................................................................... A-18
(v) Information Supplied......................................................................... A-18

ARTICLE III
COVENANTS OF CHRISTIANA.......................................................................... A-19
3.1 CONDUCT OF BUSINESS BY CHRISTIANA PENDING THE MERGER............................................. A-19
3.2 CASH REQUIREMENTS................................................................................ A-20
3.3 AFFILIATES' AGREEMENTS........................................................................... A-21
3.4 WEATHERFORD COMMON STOCK PURCHASES............................................................... A-21

ARTICLE IV
COVENANTS OF WEATHERFORD PRIOR TO THE EFFECTIVE TIME............................................. A-21
4.1 RESERVATION OF WEATHERFORD STOCK................................................................. A-21
4.2 CONDUCT OF WEATHERFORD PENDING THE MERGER........................................................ A-21
4.3 STOCK EXCHANGE LISTING........................................................................... A-21

ARTICLE V
ADDITIONAL AGREEMENTS............................................................................ A-21
5.1 JOINT PROXY STATEMENT/PROSPECTUS; REGISTRATION STATEMENT......................................... A-21
5.2 ACCOUNTANTS LETTER............................................................................... A-22
5.3 MEETINGS OF STOCKHOLDERS......................................................................... A-22
5.4 FILINGS; CONSENTS; REASONABLE EFFORTS............................................................ A-23
5.5 NOTIFICATION OF CERTAIN MATTERS.................................................................. A-23
5.6 EXPENSES......................................................................................... A-23
5.7 CHRISTIANA'S EMPLOYEE BENEFITS................................................................... A-23
5.8 LIQUIDATION OR MERGER OF CHRISTIANA.............................................................. A-23

ARTICLE VI
CONDITIONS....................................................................................... A-24
6.1 CONDITIONS TO OBLIGATION OF EACH PARTY TO EFFECT THE MERGER...................................... A-24
6.2 ADDITIONAL CONDITIONS TO OBLIGATIONS OF WEATHERFORD.............................................. A-24
6.3 ADDITIONAL CONDITIONS TO OBLIGATIONS OF CHRISTIANA............................................... A-26

ARTICLE VII
MISCELLANEOUS.................................................................................... A-26
7.1 TERMINATION...................................................................................... A-26
7.2 EFFECT OF TERMINATION............................................................................ A-27
7.3 WAIVER AND AMENDMENT............................................................................. A-27
7.4 NONSURVIVAL OF REPRESENTATIONS AND WARRANTIES.................................................... A-27
7.5 PUBLIC STATEMENTS................................................................................ A-27
7.6 ASSIGNMENT....................................................................................... A-27
7.7 NOTICES.......................................................................................... A-28
7.8 GOVERNING LAW.................................................................................... A-28
7.9 ARBITRATION...................................................................................... A-29
7.10 SEVERABILITY..................................................................................... A-30
7.11 COUNTERPARTS..................................................................................... A-30
7.12 HEADINGS......................................................................................... A-30
7.13 CONFIDENTIALITY AGREEMENT........................................................................ A-30
7.14 ENTIRE AGREEMENT: THIRD PARTY BENEFICIARIES...................................................... A-30
7.15 DISCLOSURE LETTERS............................................................................... A-30
</TABLE>

LIST OF EXHIBITS

Exhibit A -- Logistic Purchase Agreement

Exhibit B -- Amended and Restated Articles of Incorporation of Christiana

A-2
<PAGE> 141

AMENDED AND RESTATED
AGREEMENT AND PLAN OF MERGER

THIS AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER dated as of October
14, 1998 (this "Agreement"), is made and entered into by and among WEATHERFORD
INTERNATIONAL, INC. (formerly known as EVI, Inc.), a Delaware corporation
("Weatherford"), CHRISTIANA ACQUISITION, INC., a Wisconsin corporation and
wholly owned subsidiary of Weatherford ("Sub"), CHRISTIANA COMPANIES, INC., a
Wisconsin corporation ("Christiana"), and C2, INC., a Wisconsin corporation
("C2").

WHEREAS, Weatherford, Sub, Christiana and C2 entered into an Agreement and
Plan of Merger, dated as of December 12, 1997, and an Amendment No. 1 to
Agreement and Plan of Merger and Logistic Purchase Agreement dated May 26, 1998;

WHEREAS, Weatherford, Sub, Christiana and C2 desire to amend and restate
the Agreement and Plan of Merger to provide for additional amendments set forth
herein;

WHEREAS, subject to and in accordance with the terms and conditions of this
Agreement, the respective Boards of Directors of Weatherford, Sub and
Christiana, and Weatherford as sole stockholder of Sub, have approved the merger
of Sub with and into Christiana (the "Merger"), whereby each issued and
outstanding share of common stock, $1.00 par value, of Christiana ("Christiana
Common Stock") not owned directly or indirectly by Christiana will be converted
into the right to receive (i) common stock, $1.00 par value, of Weatherford
("Weatherford Common Stock") plus (ii) the Cash Consideration Per Share (as
defined in Section 1.7(e));

WHEREAS, as a condition to the Merger, Christiana will sell to C2
two-thirds of the interest (the "Logistic Interest") in Total Logistic Control,
LLC, a Delaware limited liability company and wholly owned subsidiary of
Christiana ("Logistic"), in consideration for $10,666,667 in cash (the "Logistic
Sale") pursuant to a Purchase Agreement, as amended by Amendment No. 1 to
Agreement and Plan of Merger and Logistic Purchase Agreement, dated May 26,
1998, Amendment No. 2 to Logistic Purchase Agreement dated October 14, 1998 and
Amendment No. 3 to Logistic Purchase Agreement dated January 5, 1999, between
Christiana, C2, EVI, Inc. (now known as Weatherford International, Inc.) and Sub
in substantially the form attached hereto as Exhibit A (the "Logistic Purchase
Agreement");

WHEREAS, immediately after the Effective Time, Christiana will only hold
the Christiana Assets, as such terms are hereinafter defined in Sections 1.3 and
2.2(o);

WHEREAS, for federal income tax purposes, it is intended that the Merger
shall qualify as a reorganization within the meaning of Section 368(a)(1)(A) by
reason of Section 368(a)(2)(E) of the Internal Revenue Code of 1986, as amended
(the "Code"); and

WHEREAS, the parties hereto desire to set forth certain representations,
warranties and covenants made by each to the other as an inducement to the
consummation of the Merger;

NOW, THEREFORE, in consideration of the premises and of the mutual
representations, warranties and covenants herein contained, the parties hereto
hereby agree as follows:

ARTICLE I

THE MERGER

1.1 THE MERGER. Subject to and in accordance with the terms and conditions
of this Agreement and in accordance with the Wisconsin Business Corporation Law
("WBCL"), at the Effective Time (as defined in Section 1.3), Sub shall be merged
with and into Christiana. As a result of the Merger, the separate corporate
existence of Sub shall cease and Christiana shall continue as the surviving
corporation (sometimes referred to herein as the "Surviving Corporation"), and
all the properties, rights, privileges, powers and franchises of Sub and
Christiana shall vest in the Surviving Corporation, without any transfer or
assignment having occurred, and certain liabilities, debts and duties of Sub and
Christiana shall attach to the Surviving Corporation, all in accordance with the
WBCL and subject to the provisions of the Logistic Purchase Agreement.

1.2 CLOSING DATE. The closing of the transactions contemplated by this
Agreement (the "Closing") shall take place at the offices of Fulbright &
Jaworski L.L.P., Houston, Texas, as soon as practicable after the satisfaction
or waiver of the conditions set forth in Article VI hereof or at such other time
and place and on

A-3
<PAGE> 142

such other date as Weatherford and Christiana shall agree; provided that the
closing conditions set forth in Article VI hereof shall have been satisfied or
waived at or prior to such time. The date on which the Closing occurs is herein
referred to as the "Closing Date".

1.3 CONSUMMATION OF THE MERGER. As soon as practicable on the Closing
Date, the parties hereto will cause the Merger to be consummated by filing with
the Department of Financial Institutions of the State of Wisconsin the Articles
of Merger in such form as required by, and executed in accordance with, the
relevant provisions of the WBCL. The "Effective Time" of the Merger, as that
term is used in this Agreement, shall mean such time as the Articles of Merger
are duly filed with the Department of Financial Institutions of the State of
Wisconsin or at such later time (not to exceed seven days from the date the
Articles of Merger are filed) as is specified in the Articles of Merger pursuant
to the mutual agreement of Weatherford and Christiana.

1.4 EFFECTS OF THE MERGER. The Merger shall have the effects set forth in
the applicable provisions of the WBCL. If at any time after the Effective Time
of the Merger, the Surviving Corporation shall consider or be advised that any
further assignments or assurances in law or otherwise are necessary or desirable
to vest, perfect or confirm, of record or otherwise, in the Surviving
Corporation, all rights, title and interests in all real estate and other
property and all privileges, powers and franchises of Christiana and Sub, the
Surviving Corporation and its proper officers and directors, in the name and on
behalf of Christiana and Sub, shall execute and deliver all such proper deeds,
assignments and assurances in law and do all things necessary and proper to
vest, perfect or confirm title to such property or rights in the Surviving
Corporation and otherwise to carry out the purpose of this Agreement, and the
proper officers and directors of the Surviving Corporation are fully authorized
in the name of Christiana or otherwise to take any and all such action.

1.5 ARTICLES OF INCORPORATION; BYLAWS. The Articles of Incorporation of
Christiana, as amended and restated by the amendment set forth in Exhibit B
attached hereto, shall be the Articles of Incorporation of the Surviving
Corporation and thereafter shall continue to be its Articles of Incorporation
until amended as provided therein or under the WBCL. The bylaws of Sub, as in
effect immediately prior to the Effective Time, shall be the bylaws of the
Surviving Corporation and thereafter shall continue to be its bylaws until
amended as provided therein or under the WBCL.

1.6 DIRECTORS AND OFFICERS. The directors of Sub immediately prior to the
Effective Time shall be the directors of the Surviving Corporation at and after
the Effective Time, each to hold office in accordance with the Articles of
Incorporation and bylaws of the Surviving Corporation, and the officers of Sub
immediately prior to the Effective Time shall be the officers of the Surviving
Corporation at and after the Effective Time, in each case until the earlier of
their resignation or removal or their respective successors are duly elected or
appointed and qualified.

1.7 CONVERSION OF SECURITIES. Subject to the terms and conditions of this
Agreement, at the Effective Time, by virtue of the Merger and without any
further action on the part of Weatherford, Christiana, Sub or their
stockholders:

(a) Subject to adjustments pursuant to Section 1.7(e) hereof, each
share of Christiana Common Stock issued and outstanding immediately prior
to the Effective Time (the "Christiana Shares") shall be converted into the
right to receive (i) a fraction of a share of Weatherford Common Stock
equal to the number of shares of Weatherford Common Stock held by
Christiana at the Effective Time divided by the number of shares of
Christiana Common Stock outstanding immediately prior to the Effective Time
(the "Stock Exchange Ratio") plus (ii) the Cash Consideration Per Share as
defined in Section 1.7(e); provided, however, that no fractional shares of
Weatherford Common Stock shall be issued and, in lieu thereof, all
fractional shares of Weatherford Common Stock that would otherwise be
issuable in the Merger shall be rounded to the nearest whole share of
Weatherford Common Stock. Except as set forth in the preceding sentence
with respect to the Cash Consideration Per Share, no other consideration
will be paid to the Christiana stockholders.

(b) Each Christiana Share owned directly or indirectly by Christiana
as treasury stock and each Christiana Share owned by Sub, Weatherford or
any direct or indirect wholly-owned subsidiary of Weatherford or of
Christiana immediately prior to the Effective Time shall be canceled and
extinguished without any conversion thereof and no payment or other
consideration shall be made or paid with respect thereto.

A-4
<PAGE> 143

(c) Each share of common stock, $1.00 par value, of Sub issued and
outstanding immediately prior to the Effective Time shall be converted into
one fully paid and nonassessable share of common stock, $1.00 par value, of
the Surviving Corporation.

(d) [Intentionally Omitted]

(e) The "Cash Consideration Per Share", shall equal the quotient of
the Christiana Net Cash divided by 5,149,330. The "Christiana Net Cash"
shall mean and be equal to all cash on hand of Christiana at the Closing
minus (ii) an amount of cash necessary to pay the Christiana Liabilities in
full without giving effect to the use or application of any tax deductions
relating to the exercise of options or any tax benefits that may be
realized as a result of amended Tax Returns. The "Cash Consideration Per
Share" is based on 5,149,330 shares of Christiana Common Stock being issued
and outstanding immediately prior to the Effective Time. In the event the
number of shares of Christiana Common Stock outstanding immediately prior
to the Effective Time is greater or less than 5,149,330, the Cash
Consideration Per Share shall be adjusted to equal the quotient of the
Christiana Net Cash divided by the number of shares of Christiana Common
Stock issued and outstanding immediately prior to the Effective Time.

1.8 EXCHANGE OF CERTIFICATES.

(a) Exchange Agent. Prior to the Effective Time of the Merger,
Weatherford shall select a bank or trust company to act as exchange agent
(the "Exchange Agent") for the issue of shares of Weatherford Common Stock
upon surrender of certificates representing Christiana Shares.

(b) Payment of Merger Consideration. Weatherford shall take all steps
necessary to enable and cause there to be provided to the Exchange Agent on
a timely basis, as and when needed after the Effective Time of the Merger,
certificates for the shares of Weatherford Common Stock to be issued upon
the conversion of the Christiana Shares pursuant to Section 1.7 and the
cash necessary to be issued for the Cash Consideration Per Share.

(c) Retention of Cash Pending Post Closing Audit. Within 30 days
following the Effective Date, Weatherford shall (i) complete a post closing
audit by Weatherford of the Christiana Net Cash and (ii) pay to the
Exchange Agent on behalf of the holders of the Christiana Shares the Cash
Consideration Per Share in respect of such Christiana Shares subject to the
prior presentation of the certificates that immediately prior to the
Effective Time represented the outstanding Christiana Shares (the
"Certificates").

(d) [Intentionally Omitted]

(e) Exchange Procedure. As soon as reasonably practical after the
Effective Time of the Merger, the Exchange Agent shall mail to each holder
of record of a Certificate or Certificates, other than Weatherford, Sub and
Christiana and any directly or indirectly wholly owned subsidiary of
Weatherford, Sub or Christiana, (i) a letter of transmittal (which shall
specify that delivery shall be effected, and risk of loss and title to the
Certificates shall pass, only upon delivery of the Certificates to the
Exchange Agent and shall be in a form and have such other provisions as
Weatherford and Sub may reasonably specify) and (ii) instructions for use
in effecting the surrender of the Certificates in exchange for the
certificates representing the shares of Weatherford Common Stock and the
Cash Consideration Per Share. Upon surrender of a Certificate for
cancellation to the Exchange Agent or to such other agent or agents as may
be appointed by the Surviving Corporation, together with such letter of
transmittal, duly executed, and such other documents as may reasonably be
required by the Exchange Agent, the holder of such Certificate shall be
entitled to receive in exchange therefor a certificate or certificates
representing the number of whole shares of Weatherford Common Stock into
which the Christiana Shares theretofore represented by such Certificate
shall have been converted pursuant to Section 1.7 and the Cash
Consideration Per Share as provided in Section 1.8(c), and the Certificate
so surrendered shall forthwith be canceled. If the shares of Weatherford
Common Stock are to be issued to an individual, corporation, limited
liability company, partnership, governmental authority or any other entity
(a "Person"), other than the person in whose name the Certificate so
surrendered is registered, it shall be a condition of exchange that such
Certificate shall be properly endorsed or otherwise in proper form for
transfer and that the Person requesting such exchange shall pay any
transfer or other taxes required by reason of the exchange to a Person
other than the registered holder of such Certificate or establish to the
satisfaction of the Surviving Corporation that such tax has been paid or is
not applicable. Until surrendered as
A-5
<PAGE> 144

contemplated by this Section 1.8, each Certificate shall be deemed at any
time after the Effective Time of the Merger to represent only the right to
receive upon such surrender the number of shares of Weatherford Common
Stock and the Cash Consideration Per Share payable in respect of the
Christiana Shares pursuant to Section 1.7. The Exchange Agent shall not be
entitled to vote or exercise any rights of ownership with respect to the
shares of Weatherford Common Stock held by it from time to time hereunder,
except that it shall receive and hold all dividends or other distributions
paid or distributed with respect thereto for the account of Persons
entitled thereto. Any unexchanged shares of Weatherford Common Stock
issuable pursuant to the Merger in respect of the Christiana Shares shall
be issued in the name of the Exchange Agent pending the receipt by the
Exchange Agent of Certificates.

(f) Distributions with Respect to Unexchanged Christiana Shares. No
dividends or other distributions declared or made after the Effective Time
of the Merger with respect to the shares of Weatherford Common Stock with a
record date after the Effective Time of the Merger shall be paid to the
holder of any unsurrendered Certificate with respect to the shares of
Weatherford Common Stock represented thereby and the Cash Consideration Per
Share shall not be paid until the holder of record of such Certificate
shall surrender such Certificate. Subject to the effect of applicable laws,
following surrender of any such Certificate, there shall be paid to the
record holder of the Certificates representing the shares of Weatherford
Common Stock issued in exchange therefor, without interest, (i) the amount
of dividends or other distributions with a record date after the Effective
Time of the Merger theretofore paid with respect to such whole shares of
Weatherford Common Stock, as the case may be, (ii) at the appropriate
payment date, the amount of dividends or other distributions with a record
date after the Effective Time of the Merger but prior to surrender and a
payment date subsequent to surrender payable with respect to such whole
shares of Weatherford Common Stock and (iii) the Cash Consideration Per
Share at the appropriate payment date as provided in this Section 1.8.

(g) No Further Ownership Rights in Christiana Shares. All shares of
Weatherford Common Stock issued upon the surrender of Certificates in
accordance with the terms of this Article I, together with any dividends
payable thereon to the extent contemplated by this Section 1.8 and the
rights to receive the Cash Consideration Per Share as provided herein,
shall be deemed to have been exchanged and paid in full satisfaction of all
rights pertaining to the Christiana Shares theretofore represented by such
Certificates and there shall be no further registration of transfers on the
stock transfer books of the Surviving Corporation of the Christiana Shares
that were outstanding immediately prior to the Effective Time of the
Merger. If, after the Effective Time of the Merger, Certificates are
presented to the Surviving Corporation for any reason, they shall be
canceled and exchanged as provided in this Article I.

(h) Escheat. None of Weatherford, Sub, Christiana, the Surviving
Corporation or their transfer agents shall be liable to a holder of the
Christiana Shares for any amount properly paid to a public official
pursuant to applicable property, escheat or similar laws.

1.9 TAKING OF NECESSARY ACTION; FURTHER ACTION. The parties hereto shall
take all such reasonable and lawful action as may be necessary or appropriate in
order to effectuate the Merger and the Logistic Sale as promptly as possible.
If, at any time after the Effective Time, any such further action is necessary
or desirable to carry out the purposes of this Agreement or the Logistic Sale,
and to vest the Surviving Corporation with full right, title and possession to
all assets, property, rights, privileges, powers and franchises of Christiana or
Sub as of the Effective Time, such corporations shall direct their respective
officers and directors to take all such lawful and necessary action.

ARTICLE II

REPRESENTATIONS AND WARRANTIES

2.1 REPRESENTATIONS AND WARRANTIES OF WEATHERFORD AND SUB. Weatherford and
Sub hereby jointly and severally represent and warrant to Christiana that:

(a) Organization and Compliance with Law. Weatherford and Sub are
corporations duly incorporated, validly existing and in good standing under
the laws of the states of Delaware and Wisconsin, respectively. Each of
Weatherford and Sub has all requisite corporate power and corporate
authority to own, lease and operate all of its properties and assets and to
carry on its business as now being conducted,

A-6
<PAGE> 145

except where the failure to be so organized, existing or in good standing
would not have a material adverse effect on the financial condition of
Weatherford and its subsidiaries (the "Weatherford Subsidiaries"), taken as
a whole (a "Weatherford MAE"). Each of Weatherford and Sub is duly
qualified to do business, and is in good standing, in each jurisdiction in
which the property owned, leased or operated by it or the nature of the
business conducted by it makes such qualification necessary, except in such
jurisdictions where the failure to be duly qualified would not have a
Weatherford MAE. Each of Weatherford and Sub is in compliance with all
applicable laws, judgments, orders, rules and regulations, except where
such failure would not have a Weatherford MAE. Weatherford has heretofore
delivered to Christiana true and complete copies of Weatherford's Amended
and Restated Certificate of Incorporation (the "Weatherford Certificate"),
and Sub's Articles of Incorporation and their respective bylaws as in
existence on the date hereof.

(b) Capitalization.

(i) The authorized capital stock of Weatherford consists of
250,000,000 shares of Weatherford Common Stock, $1.00 par value, and
3,000,000 shares of preferred stock, $1.00 par value ("Weatherford
Preferred Stock"). As of July 10, 1998, there were 97,511,967 shares of
Weatherford Common Stock issued and outstanding. As of July 10, 1998,
(i) 5,031,250 shares of Weatherford Common Stock were reserved for
issuance pursuant to the conversion provisions of Weatherford's 5%
Convertible Subordinated Preferred Equivalent Debentures due 2027, (ii)
3,900,000 shares of Weatherford Common Stock were reserved for issuance
pursuant to pending or proposed acquisitions, (iii) 1,577,410 shares of
Weatherford Common Stock were remaining to be exchanged for shares of
stock in connection with various completed acquisitions and (iv)
3,269,376 shares of Weatherford Common Stock were reserved for issuance
pursuant to Weatherford's employee and director benefit plans and
arrangements, of which 1,897,704 shares of Weatherford Common Stock were
reserved for issuance upon exercise of outstanding options. At July 10,
1998, there were no shares of Weatherford Preferred Stock issued or
outstanding. No holder of Weatherford Common Stock is entitled to
preemptive rights under Delaware law or Weatherford's Certificate of
Incorporation.

(ii) As of the date hereof, the authorized capital stock of Sub
consists of 1,000 shares of common stock, $1.00 par value, all of which
are validly issued, fully paid and nonassessable and are owned by
Weatherford.

(iii) Each share of Weatherford Common Stock to be issued hereunder
as a result of the Merger will be fully paid and non-assessable upon
issuance.

(c) Authorization and Validity of Agreement. The execution and
delivery by Weatherford and Sub of this Agreement and the consummation by
each of them of the transactions contemplated hereby have been duly
authorized by all necessary corporate action (subject only, with respect to
the Merger, to approval of this Agreement by each of their stockholders as
provided for in Section 5.3). On or prior to the date hereof, the Board of
Directors of Weatherford or duly authorized committee thereof has
determined to recommend approval of the Merger to the stockholders of
Weatherford, and such determination is in effect on the date hereof. This
Agreement has been duly executed and delivered by Weatherford and Sub and
is the valid and binding obligation of Weatherford and Sub, enforceable
against Weatherford and Sub in accordance with its terms.

(d) No Approvals or Notices Required; No Conflict. Neither the
execution and delivery of this Agreement nor the performance by Weatherford
or Sub of its obligations hereunder, nor the consummation of the
transactions contemplated hereby by Weatherford and Sub, will (i) conflict
with the Weatherford Certificate or the bylaws of Weatherford or Sub; (ii)
assuming satisfaction of the requirements set forth in clause (iii) below,
violate any provision of law applicable to Weatherford or any of the
Weatherford Subsidiaries; (iii) except for (A) requirements of Federal or
state securities laws, (B) requirements arising out of the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR Act"), (C)
requirements of notice filings in such foreign jurisdictions as may be
applicable, and (D) the filing of Articles of Merger by Sub in accordance
with the WBCL, require any consent or approval of, or filing with or notice
to, any public body or authority, domestic or foreign, under any provision
of law applicable to Weatherford or any of the Weatherford Subsidiaries; or
(iv) require any consent, approval or notice under, or violate, breach, be
in

A-7
<PAGE> 146

conflict with or constitute a default (or an event that, with notice or
lapse of time or both, would constitute a default) under, or permit the
termination of any provision of, or result in the creation or imposition of
any lien, mortgage, pledge, security interest, restriction on transfer,
option, charge, right of any third Person or any other encumbrance of any
nature (a "Lien") upon any properties, assets or business of Weatherford or
any of the Weatherford Subsidiaries under, any note, bond, indenture,
mortgage, deed of trust, lease, franchise, permit, authorization, license,
contract, instrument or other agreement or commitment or any order,
judgment or decree to which Weatherford or any of the Weatherford
Subsidiaries is a party or by which Weatherford or any of the Weatherford
Subsidiaries or any of its or their assets or properties is bound or
encumbered, except (A) those that have already been given, obtained or
filed and (B) those that, in the aggregate, would not have a Weatherford
MAE.

(e) Commission Filings; Financial Statements. Weatherford has filed
all reports and documents required to filed with the Securities and
Exchange Commission (the "Commission") since December 31, 1995. All
reports, registration statements and other filings (including all notes,
exhibits and schedules thereto and documents incorporated by reference
therein) filed by Weatherford with the Commission since December 31, 1995,
through the date of this Agreement, together with any amendments thereto,
are sometimes collectively referred to as the "Weatherford Commission
Filings". Weatherford has heretofore delivered to, or made accessible to,
Christiana copies of the Weatherford Commission Filings. As of the
respective dates of their filing with the Commission, the Weatherford
Commission Filings complied in all material respects with the applicable
requirements of the Securities Act of 1934 (the "Securities Act"), the
Securities Exchange Act of 1934 (the "Exchange Act") and the rules and
regulations of the Commission thereunder, and did not contain any untrue
statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements made therein, in
light of the circumstances under which they were made, not misleading.

(f) Absence of Certain Charges and Events. Since December 31, 1997,
except as contemplated by this Agreement or as disclosed in the Weatherford
Commission Filings filed with the Commission prior to the date hereof,
there has been no Weatherford MAE.

(g) Tax Matters.

(i) Except as set forth in Section 2.1(g) of the disclosure letter
delivered by Weatherford to Christiana on the date hereof (the
"Weatherford Disclosure Letter"), all returns and reports, including,
without limitation, information and withholding returns and reports
("Tax Returns"), of or relating to any foreign, federal, state or local
tax, assessment or other governmental charge ("Taxes" or a "Tax") that
are required to be filed on or before the Closing Date by or with
respect to Weatherford or any of the Weatherford Subsidiaries, or any
other corporation that is or was a member of an affiliated group (within
the meaning of Section 1504(a) of the Code) of corporations of which
Weatherford was a member for any period ending on or prior to the
Closing Date, have been or will be duly and timely filed, and all Taxes,
including interest and penalties, due and payable pursuant to such Tax
Returns have been paid or, except as set forth in Section 2.1(g) of the
Weatherford Disclosure Letter, adequately provided for in reserves
established by Weatherford, except where the failure to file, pay or
provide for would not have a Weatherford MAE.

(ii) Weatherford has no present plan or intention after the Merger
to (A) liquidate the Surviving Corporation, (B) merge the Surviving
Corporation with or into another corporation, (C) sell or otherwise
dispose of the stock of the Surviving Corporation, (D) cause or permit
the Surviving Corporation to sell or otherwise dispose of any of the
assets of Christiana or the assets of Sub vested in the Surviving
Corporation except for dispositions made in the ordinary course of
business or transfers of assets to a corporation controlled by the
Surviving Corporation within the meaning of Section 368(a)(2)(C) of the
Code, or (E) reacquire any of the stock issued to the Christiana
stockholders pursuant to the Merger.

(iii) Weatherford is not an investment company as defined in
sec.368(a)(2)(F)(iii) and (iv) of the Code or as defined in the
Investment Company Act of 1940 and the rules and regulations promulgated
thereunder.

A-8
<PAGE> 147

(h) Voting Requirements. The affirmative vote of the holders of a
majority of the shares of Weatherford Common Stock present at the special
stockholders' meeting and entitled to vote is the only vote of the holders
and any class or series of the capital stock of Weatherford necessary to
approve this Agreement and the Merger.

(i) Brokers. Except for fees and expenses payable by Weatherford to
Morgan Stanley & Co. Incorporated, no broker, investment banker, or other
Person acting on behalf of Weatherford is or will be entitled to any
broker's, finder's or other similar fee or commission in connection with
the transactions contemplated by this Agreement.

(j) Information Supplied. None of the information supplied or to be
supplied by Weatherford for inclusion or incorporation by reference in (i)
the Registration Statement (as defined in Section 5.1) will, at the time
the Registration Statement is filed with the Commission, and at any time it
is amended or supplemented or at the time it becomes effective under the
Securities Act, contain any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary to make
the statements therein not misleading, and (ii) the Proxy Statement (as
defined in Section 2.2(d)) will, at the date the Proxy Statement is first
mailed to Weatherford's stockholders and at the time of the Weatherford
Stockholders Meeting, contain any untrue statement of a material fact or
omit to state any material fact required to be stated therein or necessary
in order to make the statements therein, in light of the circumstances
under which they are made, not misleading. The Proxy Statement will comply
as to form in all material respects with the requirements of the Exchange
Act and the rules and regulations thereunder. For purposes of this
Agreement, the parties agree that the statements made and information in
the Registration Statement and the Proxy Statement relating to the Federal
income tax consequences of the transactions contemplated hereby shall be
deemed to be supplied by Christiana and not by Weatherford or Sub.

2.2 REPRESENTATIONS AND WARRANTIES OF CHRISTIANA AND C2. Each of
Christiana and C2 hereby, jointly and severally, represents and warrants to
Weatherford that:

(a) Organization. Each of Christiana and C2 is a corporation duly
organized, validly existing and in good standing under the laws of the
state of Wisconsin. Logistic is a limited liability company duly organized,
validly existing and in good standing under the laws of the state of
Delaware. Each of Christiana, C2 and Logistic has all requisite corporate
(or equivalent) power and corporate (or equivalent) authority and all
necessary governmental authorizations to own, lease and operate all of its
properties and assets and to carry on its business as now being conducted,
except where the failure to be so organized, existing or in good standing
or to have such governmental authority would not (i) have a material
adverse effect on the financial condition of Christiana or Logistic after
giving effect to the Logistic Sale or (ii) prevent or adversely affect the
ability of Christiana and C2 to perform and comply with their respective
obligations under this Agreement, the Logistic Purchase Agreement or any
other agreement to be executed and delivered in connection with the
transactions contemplated hereby or thereby (a "Christiana MAE"). Except as
set forth in Section 2.2(a) of the disclosure letter delivered by
Christiana to Weatherford on the date hereof (the "Christiana Disclosure
Letter"), each of Christiana, Logistic and C2 is duly qualified as a
foreign corporation or limited liability company to do business, and is in
good standing, in each jurisdiction in which the property owned, leased or
operated by it or the nature of the business conducted by it makes such
qualification necessary, except in such jurisdictions where the failure to
be duly qualified does not and would not have a Christiana MAE. Each of
Christiana, Logistic and C2 is in compliance with all applicable laws,
judgments, orders, rules and regulations, domestic and foreign, except
where failure to be in such compliance would not have a Christiana MAE.
Christiana has heretofore delivered to Weatherford true and complete copies
of (i) Christiana's Articles of Incorporation (the "Christiana Articles")
and bylaws, (ii) Logistic's Certificate of Organization and operating
agreement and (iii) C2's Articles of Incorporation and operating agreement,
in each case as in existence on the date hereof.

(b) Capitalization.

(i) The authorized capital stock of Christiana consists of
12,000,000 shares of Christiana Common Stock, $1.00 par value, and
1,000,000 shares of preferred stock, $10.00 par value

A-9
<PAGE> 148

("Christiana Preferred Stock"). As of July 10, 1998, there were
5,149,330 shares of Christiana Common Stock issued and outstanding and
no shares of Christiana Common Stock were held as treasury shares. There
are no outstanding shares of Christiana Preferred Stock. No shares of
Christiana Common Stock have been reserved for issuance pursuant to the
stock option plan described in Section 2.2(b)(iii). All issued and
outstanding shares of Christiana Common Stock are validly issued, fully
paid and nonassessable (except as set forth in Wis Stats sec. 180.0622)
and no holder thereof is entitled to preemptive rights. Christiana is
not a party to, and is not aware of, any voting agreement, voting trust
or similar agreement or arrangement relating to any class or series of
its capital stock, or any agreement or arrangement providing for
registration rights with respect to any capital stock or other
securities of Christiana.

(ii) Christiana owns 100% of the membership interests in Logistic.
All issued and outstanding membership interests of Logistic are validly
issued, fully paid and nonassessable and no holder thereof is entitled
to preemptive rights. Logistic is not a party to, any voting agreement,
voting trust or similar agreement or arrangement relating to its
membership interests, or any agreement or arrangement providing for
registration rights with respect to any membership interests or other
interests of Logistic.

(iii) As of the date hereof, there are outstanding options (the
"Christiana Options") to purchase an aggregate of 267,083 shares of
Christiana Common Stock under the 1995 Stock Option Plan (the
"Christiana Option Plan"). All Christiana Options shall be terminated or
exercised prior to the Effective Time. As of the Effective Time, there
will be no options outstanding under the Christiana Option Plan. There
are not now (other than as set forth in this Section 2.2(b)), and at the
Effective Time there will not be, any (A) shares of capital stock or
other equity securities of Christiana issuable pursuant to the exercise
of Christiana Options or (B) outstanding options, warrants, scrip,
rights to subscribe for, calls or commitments of any character
whatsoever relating to, or securities or rights convertible into or
exchangeable for, shares of any class of capital stock of Christiana, or
contracts, understandings or arrangements to which Christiana is a
party, or by which it is or may be bound, to issue additional shares of
its capital stock or options, warrants, scrip or rights to subscribe
for, or securities or rights convertible into or exchangeable for, any
additional shares of its capital stock.

(iv) Section 2.2(b)(iv) of the Christiana Disclosure Letter sets
forth a list of all corporations, partnerships, limited liability
companies and other entities of which Christiana owns directly or
indirectly, an equity interest (such entities, excluding Weatherford and
its subsidiaries, referred to herein as the "Christiana Subsidiaries").

(c) Authorization and Validity of Agreement. Each of Christiana and C2
has all requisite corporate power and authority to enter into this
Agreement, the Logistic Purchase Agreement and the other agreements and
instruments contemplated to be executed and delivered in connection with
the Merger and the Logistic Sale (the Logistic Purchase Agreement and such
other agreements and instruments contemplated to be executed and delivered
in connection with the Merger and the Logistic Sale being referred to as
the "Other Agreements") and to perform its obligations hereunder and
thereunder. The execution and delivery by Christiana and C2 of this
Agreement and the Other Agreements to which it is a party and the
consummation by it of the transactions contemplated hereby and thereby have
been duly authorized by all necessary corporate action (subject only, with
respect to the Merger and the Logistic Sale, to approval of this Agreement
and the Logistic Sale by the Christiana stockholders as provided for in
Section 5.3). On or prior to the date hereof the Board of Directors of
Christiana has determined to recommend approval of the Merger and the
Logistic Sale to the stockholders of Christiana, and such determination is
in effect as of the date hereof. This Agreement has been duly executed and
delivered by Christiana and C2 and is the valid and binding obligation of
Christiana and C2 enforceable against it in accordance with its terms. The
Other Agreements, when executed and delivered by Christiana and C2, as
applicable, will constitute valid and binding obligations of Christiana and
C2, enforceable against them in accordance with their respective terms.

A-10
<PAGE> 149

(d) No Approvals or Notices Required; No Conflict with Instruments to
which Christiana is a Party. The execution and delivery of this Agreement
and the Other Agreements do not, and the consummation of the transactions
contemplated hereby and thereby and compliance with the provisions hereof
and thereof will not, conflict with, or result in any violation of, or
default (with or without notice or lapse of time, or both) under, or give
rise to a right of termination, cancellation or acceleration of or "put"
right with respect to any obligation or to loss of a material benefit
under, or result in the creation of any Lien upon any of the properties or
assets of Christiana, Logistic, C2 or any of their subsidiaries under, any
provision of (i) the Christiana Articles or bylaws of Christiana, the
Certificate of Organization or operating agreement of Logistic or the
Articles of Incorporation or bylaws of C2, or any provision of the
comparable organizational documents of its subsidiaries, (ii) except as set
forth in Section 2.2(d) of the Christiana Disclosure Letter, any loan or
credit agreement, note, bond, mortgage, indenture, lease, guaranty or other
financial assurance agreement or other agreement, instrument, permit,
concession, franchise or license applicable to Christiana or its properties
or assets, (iii) except as set forth in Section 2.2(d) of the Christiana
Disclosure Letter, any loan or credit agreement, note, bond, mortgage,
indenture, lease, guaranty or other financial assurance agreement or other
agreement, instrument, permit, concession, franchise or license applicable
to Logistic or any other Christiana Subsidiary, or their respective
properties or assets and (iv) subject to governmental filing and other
matters referred to in the following sentence, any judgment, order, decree,
statute, law, ordinance, rule or regulation or arbitration award applicable
to Christiana, Logistic or C2 or any of their subsidiaries or their
respective properties or assets, other than, in the case of clauses (ii)
and (iii), any such conflicts, violations, defaults, rights or Liens that
individually or in the aggregate would not have a Christiana MAE. No
consent, approval, order or authorization of, or registration, declaration
or filing with, any court, administrative agency or commission or other
governmental authority or agency, domestic or foreign, including local
authorities (a "Governmental Entity"), is required by or with respect to
Christiana, Logistic or C2 or any of their subsidiaries in connection with
the execution and delivery of this Agreement by Christiana and C2 or the
consummation by Christiana of the transactions contemplated hereby, except
for (i) the filing of a pre-merger notification and report form by
Christiana under the HSR Act, (ii) the filing with the Commission of (A) a
proxy or information statement relating to Stockholder Approval (such proxy
or information statement as amended or supplemented from time to time, the
"Proxy Statement"), and (B) such reports under Section 13(a) of the
Exchange Act as may be required in connection with this Agreement and the
transactions contemplated hereby, (iii) the filing of the Certificate of
Merger with the Wisconsin Secretary of State with respect to the Merger as
provided in the WBCL and appropriate documents with the relevant
authorities of other states in which Christiana is qualified to do business
and (iv) such other consents, approvals, orders, authorizations,
registrations, declarations, filings and notices as are set forth in
Section 2.2(d) of the Christiana Disclosure Letter.

(e) Commission Filings; Financial Statements. Christiana has filed all
reports, registration statements and other filings, together with any
amendments required to be made with respect thereto, that it has been
required to file with the Commission. All reports, registration statements
and other filings (including all notes, exhibits and schedules thereto and
documents incorporated by reference therein) filed by Christiana with the
Commission since December 31, 1995, through the date of this Agreement,
together with any amendments thereto, are sometimes collectively referred
to as the "Christiana Commission Filings." Christiana has heretofore
delivered to Weatherford copies of the Christiana Commission Filings. As of
the respective dates of their filing with the Commission, the Christiana
Commission Filings complied in all material respects with the Securities
Act, the Exchange Act and the rules and regulations of the Commission
thereunder, and did not contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to
make the statements made therein, in light of the circumstances under which
they were made, not misleading. To the best knowledge of Christiana, all
material contracts of Christiana and its subsidiaries have been included in
the Christiana Commission Filings since the initial registration of its
stock under the Exchange Act, except for those contracts not required to be
filed pursuant to the rules and regulations of the Commission.

Each of the consolidated financial statements (including any related
notes or schedules) included in the Christiana Commission Filings was
prepared in accordance with generally accepted accounting

A-11
<PAGE> 150

principles applied on a consistent basis (except as may be noted therein or
in the notes or schedules thereto) and complied with the rules and
regulations of the Commission. Such consolidated financial statements
fairly present the consolidated financial position of Christiana as of the
dates thereof and the results of operations, cash flows and changes in
stockholders' equity for the periods then ended (subject, in the case of
the unaudited interim financial statements, to normal year-end audit
adjustments on a basis comparable with past periods). As of the date
hereof, Christiana has no liabilities, absolute or contingent, that may
reasonably be expected to have a Christiana MAE, that are not reflected in
the Christiana Commission Filings, except (i) those incurred in the
ordinary course of business consistent with past operations and not
relating to the borrowing of money and (ii) those set forth in Section
2.2(e) of the Christiana Disclosure Letter.

(f) Conduct of Business in the Ordinary Course; Absence of Certain
Changes and Events. Since December 31, 1995, except as contemplated by this
Agreement, the Logistic Purchase Agreement or as disclosed in the
Christiana Commission Filings or set forth in Section 2.2(f) of the
Christiana Disclosure Letter, Christiana and its subsidiaries have
conducted their respective businesses only in the ordinary and usual course
in accordance with past practice, and there has not been: (i) a Christiana
MAE or any other material adverse change in the financial condition,
results of operations, assets or business of Christiana, taken as a whole;
(ii) to the knowledge of Christiana, any other condition, event or
development that reasonably may be expected to result in any such material
adverse change or a Christiana MAE; (iii) any change by Christiana or
Logistic in its accounting methods, principles or practices; (iv) any
revaluation by Christiana or Logistic of any of its assets, including,
without limitation, writing down the value of inventory or writing off
notes or accounts receivable other than in the ordinary course of business
and consistent with past practice; (v) any entry by Christiana or Logistic
into any commitment or transaction that would be material to Christiana or
Logistic; (vi) any declaration, setting aside or payment of any dividends
or distributions in respect of the Christiana Common Stock or any
redemption, purchase or other acquisition of any of its securities; (vii)
any damage, destruction or loss (whether or not covered by insurance)
adversely affecting the properties or business of Christiana or Logistic;
(viii) any increase in indebtedness of borrowed money other than borrowing
under existing credit facilities as disclosed in Section 2.2(f) of the
Christiana Disclosure Letter; (ix) any granting of a security interest or
Lien on any property or assets of Christiana or Logistic, other than (A)
Liens for taxes not due and payable and (B) inchoate mechanics',
warehousemen's and other statutory Liens incurred in the ordinary course of
business (collectively, "Permitted Liens"); or (x) any increase in or
establishment of any bonus, insurance, severance, deferred compensation,
pension, retirement, profit sharing, stock option (including, without
limitation, the granting of stock options, stock appreciation rights,
performance awards or restricted stock awards), stock purchase or other
employee benefit plan or any other increase in the compensation payable or
to become payable to any directors, officers or key employees of Christiana
or Logistic or which Christiana or Logistic would be responsible.

(g) Litigation. Except as disclosed in the Christiana Commission
Filings or as set forth in Section 2.2(g) of the Christiana Disclosure
Letter, there are no claims, actions, suits, investigations, inquiries or
proceedings, ("Demands"), pending or, to the knowledge of Christiana,
threatened against or affecting (i) Christiana or Logistic or any of their
respective properties at law or in equity, or any of their employee benefit
plans or fiduciaries of such plans, or (ii) C2 or any Christiana or C2
subsidiaries or any of their respective properties at law or in equity, or
any of their respective employee benefit plans or fiduciaries of such
plans, before or by any federal, state, municipal or other governmental
agency or authority, or before any arbitration board or panel (each a
"Governmental Entity"), wherever located (i) that exist today or (ii) that
would otherwise, if adversely determined, have a Christiana MAE. None of
Christiana, Logistic or C2 is subject to any judicial, governmental or
administrative order, writ, judgment, injunction or decree.

(h) Employee Benefit Plans.

(i) Section 2.2(h) of the Christiana Disclosure Letter provides a
description of each of the following which is sponsored, maintained or
contributed to by Christiana or any corporation, trade, business or
entity under common control with Christiana within the meaning of
Section 414(b),(c),(m) or (o) of the Code or Section 4001 of ERISA (a
"Christiana ERISA
A-12
<PAGE> 151

Affiliate") for the benefit of its employees, or has been so sponsored,
maintained or contributed to within three years prior to the Closing
Date.

(A) each "employee benefit plan," as such term is defined in
Section 3(3) of the Employee Retirement Income Security Act of 1974,
as amended ("ERISA"), ("Plan"); and

(B) each stock option plan, collective bargaining agreement,
bonus plan or arrangement, incentive award plan or arrangement,
vacation policy, severance pay plan, policy or agreement, deferred
compensation agreement or arrangement, executive compensation or
supplemental income arrangement, consulting agreement, employment
agreement and each other employee benefit plan, agreement,
arrangement, program, practice or understanding that is not described
in Section 2.2(h)(i)(A) to which Christiana or Logistic is a party or
has any obligation ("Benefit Program or Agreement").

True and complete copies of each of the Plans, Benefit Programs
or Agreements, related trusts, if applicable, and all amendments
thereto, together with (i) the Forms 5500, 990 and 1041, as
applicable, for the three most recent fiscal years, (ii) all current
summary plan descriptions for each such Plan, (iii) the most recent
Internal Revenue Service determination letters for each such Plan, as
applicable, and all correspondence with the Internal Revenue Service
and the Department of Labor relating to such Plans, Benefit Programs
and Agreements have been furnished to Weatherford.

(ii) Except as otherwise set forth in Section 2.2(h) of the
Christiana Disclosure Letter,

(A) None of Christiana or any Christiana ERISA Affiliate
contributes to or has an obligation to contribute to, or has at any
time contributed to or had an obligation to contribute to, a plan
subject to Title IV of ERISA, including, without limitation, a multi
employer plan within the meaning of Section 3(37) of ERISA, nor have
such companies engaged in any transaction described in Sections 406
and 407 of ERISA (unless exempt under Section 408) or Section 4975 of
the Code (unless exempt);

(B) Each Plan and each Benefit Program or Agreement has been
administered, maintained and operated in all material respects in
accordance with the terms thereof and in compliance with its
governing documents and applicable law (including, where applicable,
ERISA and the Code and timely filing of Form 5500s for each year);

(C) There is no matter pending with respect to any of the Plans
before any governmental agency, and there are no actions, suits or
claims pending (other than routine claims for benefits) or, to the
knowledge of Christiana or C2, threatened against, or with respect
to, any of the Plans or Benefit Programs or Agreements or its assets;

(D) No act, omission or transaction has occurred which would
result in imposition on Christiana or any Christiana ERISA Affiliate
of breach of fiduciary duty liability damages under Section 409 of
ERISA, a civil penalty assessed pursuant to subsections (c), (i) or
(l) of Section 502 of ERISA or a tax imposed pursuant to Chapter 43
of Subtitle D of the Code; and

(E) Except as provided in Section 5.7, the execution and
delivery of this Agreement and the consummation of the transactions
contemplated hereby will not require Christiana or any Christiana
ERISA Affiliate to make a larger contribution to, or pay greater
benefits under, any Plan, Benefit Program or Agreement than it
otherwise would or create or give rise to any additional vested
rights or service credits under any Plan or Benefit Program or
Agreement or cause the companies to make accelerated payments.

(iii) Except as set forth in Section 2.2(h) of the Christiana
Disclosure Letter, termination of employment of any employee of
Christiana immediately after consummation of the transactions
contemplated by this Agreement would not result in payments under the
Plans, Benefit Programs or Agreements which, in the aggregate, would
result in imposition of the sanctions imposed under Sections 280G and
4999 of the Code.

(iv) Each Plan may be unilaterally amended or terminated in its
entirety without liability except as to benefits accrued thereunder
prior to such amendment or termination.

A-13
<PAGE> 152

(v) Except as set forth in Section 2.2(h) of the Christiana
Disclosure Letter, none of the employees of Christiana or Logistic are
subject to union or collective bargaining agreements.

(vi) None of Christiana or any of the Christiana ERISA Affiliates
has agreed or is obligated to provide retiree medical coverage and each
of such companies has fully complied with all obligations under COBRA
applicable to it.

(i) Taxes.

(i) Except as set forth in Section 2.2(i) of the Christiana
Disclosure Letter, all Tax Returns of or relating to any Tax that are
required to be filed on or before the Closing Date by or with respect to
Christiana or any Christiana Subsidiary, or any other corporation that
is or was a member of an affiliated group (within the meaning of Section
1504(a) of the Code) of corporations of which Christiana was a member
for any period ending on or prior to the Closing Date, have been or will
be duly and timely filed, and all Taxes, including interest and
penalties, due and payable pursuant to such Tax Returns have been or
will be duly and timely paid or adequately provided for in reserves
established by Christiana or any such Christiana Subsidiary, except
where the failure to file, pay or provide for would not have a material
adverse effect on the financial condition, results of operations, or
business of Christiana or otherwise result in a Christiana MAE. All
income Tax Returns of or with respect to Christiana or any Christiana
Subsidiary have been audited by the applicable Governmental Authority,
or the applicable statute of limitations has expired, for all periods up
to and including the tax year ended June 30, 1993. There is no material
claim against Christiana or any Christiana Subsidiary with respect to
any Taxes, and no material assessment, deficiency or adjustment has been
asserted or proposed with respect to any Tax Return of or with respect
to Christiana or any Christiana Subsidiary that has not been adequately
provided for in reserves established by Christiana or such Christiana
Subsidiary. The total amounts set up as liabilities for current and
deferred Taxes in the consolidated financial statements included in the
Christiana Commission Filings have been prepared in accordance with
generally accepted accounting principles and are sufficient to cover the
payment of all material Taxes, including any penalties or interest
thereon and whether or not assessed or disputed, that are, or are
hereafter found to be, or to have been, due with respect to the
operations of Christiana or any Christiana Subsidiary through the
periods covered thereby. Christiana has (and as of the Closing Date will
have) made estimated tax payments for taxable years for which the United
States consolidated federal income Tax return is not yet due required
with respect to Taxes. Except as set forth in Section 2.2(i) of the
Christiana Disclosure Letter, no waiver or extension of any statute of
limitations as to any federal, state, local or foreign Tax matter has
been given by or requested from Christiana or any Christiana Subsidiary.
Except for statutory Liens for current Taxes not yet due, no Liens for
Taxes exist upon the assets of Christiana. Except as set forth in
paragraph 2.2(i) of the Christiana Disclosure Letter, none of Christiana
or any Christiana Subsidiary has filed consolidated income Tax Returns
with any corporation, other than consolidated federal, state or foreign
income Tax returns by Christiana for any taxable period which is not now
closed by the applicable statute of limitations. Except as set forth in
Section 2.2(i) of the Christiana Disclosure Letter, none of Christiana
or any Christiana Subsidiary has any deferred intercompany gain as
defined in Treasury Regulations Section 1.1502-13.

(ii) As of the Closing Date, to Christiana's knowledge, there is no
plan or intention by the stockholders of Christiana to sell, exchange or
otherwise dispose of a number of shares of Weatherford received in the
Merger that would reduce the Christiana stockholders' ownership of
Weatherford shares to a number of shares having a value, as of the date
of the Merger, of less than 50% of the value of all of the formerly
outstanding Christiana Shares as of the same date. The shares of
Weatherford Common Stock held by the Christiana stockholders and
otherwise sold, redeemed or disposed of prior or subsequent to the
Merger will be considered in making this representation.

(iii) Christiana is not under the jurisdiction of a court in a
Title 11 or similar case with the meaning of sec.368(a)(3)(A) of the
Code.

(iv) There is no intercorporate indebtedness existing between
Christiana and Weatherford that was issued, acquired or will be settled
at a discount.

A-14
<PAGE> 153

(v) As of the Closing Date, Christiana shall have fully accrued for
all Taxes that may be required to be paid as a result of the Logistic
Sale and the other transactions contemplated hereby. The value of the
interest in Logistic Common Stock to be sold pursuant to the Logistic
Sale has been determined pursuant to an outside appraisal and reflects
an amount equal to or greater than the fair value and fair market value
of such shares.

(j) Environmental Matters. Except as set forth in Section 2.2(j) of
the Christiana Disclosure Letter, (i) the properties, operations and
activities of Christiana and each of its Subsidiaries complies in all
material respects with all applicable Environmental Laws; (ii) none of
Christiana or any of its Christiana Subsidiaries is subject to any
existing, pending or, to the knowledge of Christiana, threatened action,
suit, investigation, inquiry or proceeding by or before any governmental
authority under any Environmental Law; (iii) except where the failure would
have a Christiana MAE, all notices, permits, licenses, or similar
authorizations, if any, required to be obtained or filed by Christiana
under any Environmental Law in connection with any aspect of the business
of Christiana, Logistic or any Christiana Subsidiary, including without
limitation those relating to the treatment, storage, disposal or release of
a hazardous substance or solid waste, have been duly obtained or filed and
will remain valid and in effect after the Merger and the Logistic Sale, and
each of Christiana, Logistic and each other Christiana Subsidiary is in
compliance with the terms and conditions of all such notices, permits,
licenses and similar authorizations; (iv) Christiana and each of its
Subsidiaries has satisfied and are currently in compliance with all
financial responsibility requirements applicable to their operations and
imposed by any governmental authority under any other Environmental Law,
and none of such parties has received any notice of noncompliance with any
such requirements; (v) to Christiana's knowledge, there are no physical or
environmental conditions existing on any property currently owned or
previously owned by Christiana or any entity in which it has or had
ownership interest that could reasonably be expected to give rise to any
on-site or off-site remedial obligations under any Environmental Laws; and
(vi) to Christiana's knowledge, since the effective date of the relevant
requirements of applicable Environmental Laws, all hazardous substances or
solid wastes generated by Christiana or used in connection with their
properties or operations have been transported only by carriers authorized
under Environmental Laws to transport such substances and wastes, and
disposed of only at treatment, storage, and disposal facilities authorized
under environmental laws to treat, store or dispose of such substances and
wastes, and, to the knowledge of Christiana, such carriers and facilities
have been and are operating in compliance with such authorizations and are
not the subject of any existing, pending, or overtly threatened action,
investigation, or inquiry by any governmental authority in connection with
any Environmental Laws.

For purposes of this Agreement, the term "Environmental Laws" shall
mean any and all laws, statutes, ordinances, rules, regulations, orders or
determinations of any Governmental Authority pertaining to health or the
environment currently in effect in any and all jurisdictions in which the
party in question and its subsidiaries own property or conduct business,
including without limitation, the Clean Air Act, as amended, the
Comprehensive Environmental, Response, Compensation, and Liability Act of
1980 ("CERCLA"), as amended, the Federal Water Pollution Control Act, as
amended, the Occupational Safety and Health Act of 1970, as amended, the
Resource Conservation and Recovery Act of 1976 ("RCRA"), as amended, the
Safe Drinking Water Act, as amended, the Toxic Substances Control Act, as
amended, the Hazardous & Solid Waste Amendments Act of 1984, as amended,
the Superfund Amendments and Reauthorization Act of 1986, as amended, the
Hazardous Materials Transportation Act, as amended, the Oil Pollution Act
of 1990 ("OPA"), any state laws pertaining to the handling of oil and gas
exploration and production wastes or the use, maintenance, and closure of
pits and impoundments, and all other environmental conservation or
protection laws. For purposes of this Agreement, the terms "hazardous
substance" and "release" have the meanings specified in RCRA; provided,
however, that to the extent the laws of the state in which the property is
located establish a meaning for "hazardous substance," "release," "solid
waste" or "disposal" that is broader than that specified in either CERCLA
or RCRA, such broader meaning shall apply. For purposes of this Agreement,
the term "Governmental Authority" includes the United States, any foreign
jurisdiction, the state, county, city, and political subdivisions in which
the party in question owns property or conducts business, and any agency,
department, commission, board, bureau or instrumentality of any of them.

A-15
<PAGE> 154

(k) Investment Company. Christiana is not an investment company as
defined in the Investment Company Act of 1940 and the rules and regulations
promulgated thereunder.

(l) Severance Payments. Except as set forth in Section 2.2(l) of the
Christiana Disclosure Letter, Christiana will not have any liability or
obligation to pay a severance payment or similar obligation to any of their
respective employees, officers, or directors as a result of the Merger or
the transactions contemplated by this Agreement, nor will any of such
Persons be entitled to an increase in severance payments or other benefits
as a result of the Merger, the Logistic Sale or the transactions
contemplated by this Agreement or the Other Agreements in the event of the
subsequent termination of their employment.

(m) Voting Requirements. Subject to the provisions of Section 5.3(a),
the affirmative vote of the holders of a majority of the outstanding shares
of Christiana Common Stock is the only vote of the holders of any class or
series of the capital stock of Christiana necessary to approve this
Agreement, the Merger, the Logistic Sale and the transactions contemplated
hereby and by the Other Agreements in order to comply with the WBCL,
Christiana's Articles of Incorporation and Bylaws and the rules and
regulations of the New York Stock Exchange (the "NYSE").

(n) Brokers. Except for Prudential Securities Incorporated, whose fees
shall be paid by Christiana, no broker, investment banker, or other Person
acting on behalf of Christiana is or will be entitled to any broker's,
finder's or other similar fee or commission in connection with the
transactions contemplated by this Agreement.

(o) Assets and Liabilities at Closing. At the Effective Time:

(i) the assets of Christiana (the "Christiana Assets") shall
consist of (1) at least 3,897,462 shares of Weatherford Common Stock,
which shall be held free and clear of all Liens, (2) cash of at least
$13,000,000, (3) a one-third interest in Logistic, (4) certain tax
benefits, and (5) all tax, financial, accounting and other general
corporate records, including records relating to all past operations and
subsidiaries (including partnerships and joint ventures);

(ii) the liabilities of Christiana (the "Christiana Liabilities")
shall consist only of (1) transactional expenses related to the Merger
and the Logistic Sale, (2) all Taxes of Christiana relating to periods
through the Closing Date, including Taxes (other than the Weatherford
Related Taxes) from the Logistic Sale and deferred intercompany Taxes
and (3) all other outstanding and accrued liabilities to which
Christiana may be subject, other than Assumed Liabilities (as defined in
the Logistic Purchase Agreement) and Weatherford Related Taxes;

(iii) all obligations and liabilities (fixed or contingent, known
or unknown) of Christiana shall have been assumed by C2 and Logistic
other than liabilities described in clause (ii); and

(iv) except as set forth in Section 2.2(o) of the Disclosure
Schedule or agreed to in writing by Weatherford prior to the Closing,
Christiana shall have been released from all continuing obligations (i)
relating to Logistic or any other historical business of Christiana or
its subsidiaries and affiliates and (ii) under any and all agreements
relating to the borrowing of funds, including any and all guarantees or
similar arrangements relating thereto.

(p) Compliance with Laws. Christiana, Logistic, C2 and each of their
respective subsidiaries hold all required, necessary or applicable permits,
licenses, variances, exemptions, orders, franchises and approvals of all
Governmental Entities, except where the failure to so hold could not
reasonably be expected to have a Christiana MAE (the "Christiana Permits").
All applications with respect to such permits, licenses, variances,
exemptions, orders, franchises and approvals were complete and correct in
all material respects when made and neither Christiana nor C2 know of any
reason why any of such permits, licenses, variances, exemptions, orders,
franchises and approvals would be subject to cancellation. Christiana,
Logistic, C2 and each of their respective subsidiaries are in compliance
with the terms of the Christiana Permits except where the failure to so
comply could not reasonably be expected to have a Christiana MAE. None of
Christiana, Logistic, C2 or any of their respective subsidiaries has
violated or failed to comply with any statute, law, ordinance, regulation,
rule, permit or order of any Federal, state or local government, domestic
or foreign, or any Governmental Entity, any arbitration award or any
judgment, decree or order of any court or other Governmental Entity,
applicable to Christiana, Logistic,

A-16
<PAGE> 155

C2 or any of their respective subsidiaries or their respective business,
assets or operations, except for violations and failures to comply that
would not have a Christiana MAE.

(q) Contracts.

(i) Section 2.2(q) to the Christiana Disclosure Letter contains a
complete list of the following contracts, agreements, arrangements and
commitments: (i) all employment or consulting contracts or agreements to
which Christiana or Logistic is contractually obligated; (ii) current
leases, sales contracts and other agreements with respect to any
property, real or personal, of Christiana or Logistic or to which
Christiana or Logistic is contractually obligated; (iii) contracts or
commitments for capital expenditures or acquisitions in excess of
$30,000 to which Christiana or Logistic is obligated; (iv) agreements,
contracts, indentures or other instruments relating to the borrowing of
money, or the guarantee of any obligation for the borrowing of money, to
which Christiana or Logistic or any of their subsidiaries is a party or
any of their respective properties is bound; (v) contracts or agreements
or amendments thereto that would be required to be filed as an exhibit
to an Annual Report on Form 10-K filed by Christiana as of the date
hereof that has not been filed as an exhibit to the Christiana's Annual
Report on Form 10-K for the year ended June 30, 1997, filed by it with
the Commission or any report filed with the Commission under the
Exchange Act since such date; (vi) all corporations, partnerships,
limited liability companies and other entities which Christiana has
owed, directly or indirectly, an equity interest since 1953, (vii) all
material indemnification and guaranty or other similar obligations to
which Christiana or Logistic is bound and which the officers of
Christiana, after reasonable investigation, are aware, (viii) any
outstanding bonds, letters of credit posted or guaranteed by Christiana
or Logistic with respect to any Person, (ix) any covenants not to
compete or other obligations affecting Christiana or Logistic that would
restrict the Surviving Corporation or Weatherford and its affiliates
from engaging in any business or activity which the officers of
Christiana or Logistic are aware, after reasonable investigation and (x)
contracts, agreements, arrangements or commitments, other than the
foregoing that could reasonably be considered to be material to
Christiana or Logistic.

(ii) True and correct copies of all the instruments described in
Section 2.2(q) of the Christiana Disclosure Letter have been furnished
or made available to Weatherford. Except as noted in the Christiana
Disclosure Letter, all such agreements, arrangements or commitments are
valid and subsisting and each of Christiana, Logistic and their
respective subsidiaries to the extent each is a party, has duly
performed its obligations thereunder in all material respects to the
extent such obligations have accrued, and no breach or default
thereunder by Christiana, Logistic or their respective subsidiaries or,
to the knowledge of Christiana, any other party thereto has occurred
that could impair the ability of Christiana, Logistic or their
respective subsidiaries to enforce any material rights thereunder. There
are no material liabilities of any of the parties to any of the
contracts between Christiana, Logistic or C2 or any of their respective
subsidiaries and third parties arising from any breach of or default in
any provision thereof or which would permit the acceleration of any
obligation of any party thereto or the creation of a Lien upon any asset
of Christiana, Logistic or any of their respective subsidiaries.

(r) Title to Property.

(i) At the Effective Time, Christiana will have good and marketable
title to, or valid leasehold interests in, all its properties and
assets. Christiana has good and valid title to 3,897,462 shares of
Weatherford Common Stock, free and clear of all Liens. Christiana has
good and valid title to 1000 units of Logistic, free and clear of all
Liens, which units represents all of the interest in Logistics.

(ii) Except as set forth in Section 2.2(r)(ii) of the Christiana
Disclosure Letter, each of Christiana and Logistic has complied in all
material respects with the terms of all leases to which it is a party
and under which it is in occupancy, and all such leases are in full
force and effect. Each of Christiana and Logistic enjoys peaceful and
undisturbed possession under all such leases.

(s) Insurance Policies. Section 2.2(s) of the Christiana Disclosure
Letter contains a correct and complete description of all insurance
policies of Christiana covering Christiana, Logistic and their respective
subsidiaries, any employees or other agents of Christiana, Logistic and
their respective

A-17
<PAGE> 156

subsidiaries or any assets of Christiana and its subsidiaries. Each such
policy is in full force and effect, is with responsible insurance carriers
and is substantially equivalent in coverage and amount to policies covering
companies of the size of Christiana and in the business in which Christiana
and its subsidiaries is engaged, in light of the risk to which such
companies and their employees, businesses, properties and other assets may
be exposed. All retroactive premium adjustments under any worker's
compensation policy of Christiana or any of its Subsidiaries have been
recorded in Christiana's financial statements in accordance with generally
accepted accounting principles and are reflected in the financial
statements contained in the Commission Filings.

(t) Loans. Section 2.2(t) of the Christiana Disclosure Letter sets
forth all existing loans, advances or other extensions of credit (excluding
accounts receivable arising in the ordinary course of business) by
Christiana or its subsidiaries to any party other than intercompany loans,
advances, guaranties or extensions of credit. All items listed in Section
2.2(t) of the Christiana Disclosure Letter will be repaid in full or
assumed by C2 prior to the Effective Time of the Merger. All intercompany
obligations and loans between Christiana and its subsidiaries, including
C2, will be extinguished prior to the Logistic Sale without any ongoing
liability to Christiana or C2 with respect thereto, except as set forth
herein or in the Logistic Purchase Agreement.

(u) No Fraudulent Transfer. Christiana has not within the last twelve
months made any transfer or incurred any obligation with actual intent to
hinder, delay or defraud any entity to which it was or may become indebted
and it has not transferred any material property without receiving
reasonably equivalent value for any such transfer obligation. Both
immediately prior to and immediately after the Logistic Sale and the
Merger, (i) the fair value of (x) Christiana's assets at the time of the
Merger and (y) Logistic's and C2's assets after the Logistic Sale and (z)
the assets of CST Financial, Inc. ("CST") Martinique Holdings, Inc. ("MHI")
and Christiana Community Builders, Inc. ("CCB") immediately prior to their
liquidation in each case at a fair valuation exceeds their respective debts
and liabilities, subordinated, contingent or otherwise, (ii) the present
fair saleable value of Christiana's, Logistic's, C2's, CST's, MHI's and
CCB's property is greater than the amount that will be required to pay its
probable liability on their respective debts and other liabilities,
subordinated, contingent or otherwise, as such debts and liabilities become
absolute and mature, (iii) Christiana prior to the Logistic Sale and
Logistic, C2 after the Logistic Sale and CST, MHI and CCB prior to their
liquidation each reasonably expect to be able to pay its debts and
liabilities, subordinated, contingent or otherwise, as such debts and
liabilities become absolute and matured, and (iv) Christiana before the
Logistic Sale and Logistic and C2 after the Logistic Sale will not have
unreasonably small capital with which to conduct the business in which it
is engaged as such business is now conducted and is proposed to be
conducted. For all purposes of clauses of (i) through (iv), the amount of
contingent liabilities at any time shall be computed as the amount that, in
light of all the facts and circumstances existing at such time, represents
the amount that can reasonably be expected to become an actual or matured
liability.

(v) Information Supplied. None of the information supplied or to be
supplied by Christiana or C2 for inclusion or incorporation by reference in
(i) the Registration Statement (as defined in Section 5.1) will, at the
time the Registration Statement is filed with the Commission, and at any
time it is amended or supplemented or at the time it becomes effective
under the Securities Act, contain any untrue statement of a material fact
or omit to state any material fact required to be stated therein or
necessary to make the statements therein not misleading, and (ii) the Proxy
Statement will, at the date the Proxy Statement is first mailed to
Christiana's stockholders and at the time of the Christiana Stockholders
Meeting, contain any untrue statement of a material fact or omit to state
any material fact required to be stated therein or necessary in order to
make the statements therein, in light of the circumstances under which they
are made, not misleading. The Proxy Statement will comply as to form in all
material respects with the requirements of the Exchange Act and the rules
and regulations thereunder. For purposes of this Agreement, the parties
agree that the statements made and information in the Registration
Statement and the Proxy Statement relating to the Federal income tax
consequences of the transactions contemplated hereby shall be deemed to be
supplied by Christiana and C2 and not by Weatherford or Sub.

A-18
<PAGE> 157

ARTICLE III

COVENANTS OF CHRISTIANA

3.1 CONDUCT OF BUSINESS BY CHRISTIANA PENDING THE MERGER. Christiana
covenants and agrees that, from the date of this Agreement until the Effective
Time, unless Weatherford shall otherwise agree in writing or as otherwise
expressly contemplated by this Agreement or the Logistic Purchase Agreement or
set forth in Section 3.1 of the Christiana Disclosure Letter:

(a) the business of Christiana and the Christiana Subsidiaries shall
be conducted only in, and Christiana and the Christiana Subsidiaries shall
not take any action except in, the ordinary course of business and
consistent with past practice, provided that, Christiana may take the
actions required by Section 3.4 hereof;

(b) Christiana shall not directly or indirectly do any of the
following: (i) issue, sell, pledge, dispose of or encumber any capital
stock of Christiana except upon the exercise of Christiana Options; (ii)
split, combine, or reclassify any outstanding capital stock, or declare,
set aside, or pay any dividend payable in cash, stock, property, or
otherwise with respect to its capital stock whether now or hereafter
outstanding; (iii) redeem, purchase or acquire or offer to acquire any of
its capital stock; (iv) acquire, agree to acquire or make any offer to
acquire for cash or other consideration, any equity interest in or assets
of any corporation, partnership, joint venture, or other entity in an
amount greater than $500,000, provided that, Christiana may take the
actions required by Section 3.4 hereof; or (v) enter into any contract,
agreement, commitment, or arrangement with respect to any of the matters
set forth in this Section 3.1(b);

(c) Christiana shall not transfer, dispose or otherwise convey any of
the shares of Weatherford Common Stock held by it or grant or permit there
to exist any Lien on such shares;

(d) Christiana shall not enter into any contract regarding its
business having a term greater than 120 days or involving an amount in
excess of $50,000 or commit to do the same and except for a cold storage
facility in Hudsonville, Michigan, no Christiana Subsidiary shall enter
into any contract outside the ordinary course of business;

(e) Christiana shall not become bound by any agreement or obligation
in an amount in excess of $500,000 in the aggregate for all such agreements
and obligations;

(f) Christiana shall not pledge or encumber any of the assets to be
held by Christiana following the Logistic Sale;

(g) Neither Christiana nor any of its Subsidiaries shall enter into
any employment or consulting contracts;

(h) Neither Christiana nor any of its Subsidiaries shall enter into
any contract or agreement that if effective on the date hereof would be
required to be identified as a disclosure pursuant to Section 2.2(q) of the
Christiana Disclosure Letter;

(i) Neither Christiana nor any of its Subsidiaries shall sell, lease,
mortgage, pledge, grant a Lien on or otherwise encumber or otherwise
dispose of any of Christiana's or its Subsidiaries' properties or assets,
except sales of inventory in the ordinary course of business consistent
with past practice and Christiana may liquidate (in a manner acceptable to
Weatherford) CST Financial, Inc., Martinique Holdings, Inc. and Christiana
Community Builders, Inc. and transfer their assets to Logistic without
consideration;

(j) Neither Christiana nor any of its Subsidiaries shall, directly or
indirectly, incur any indebtedness for borrowed money or guarantee any such
indebtedness of another Person, issue or sell any debt securities or
warrants or other rights to acquire any debt securities of Christiana or
its Subsidiaries, guarantee any debt securities of another Person, enter
into any "keep well" or other agreement to maintain any financial statement
condition of another Person or enter into any arrangement having the
economic effect of any of the foregoing, except for short-term borrowings
incurred in the ordinary course of business consistent with past practice
which obligations in respect of Christiana and its Subsidiaries other than
Logistic shall be released in connection with the Logistic Sale, or make or
permit to remain outstanding any loans, advances or capital contributions
to, or investments in, any other Person, other than to Christiana or any
direct or indirect wholly owned subsidiary of Christiana;

A-19
<PAGE> 158

(k) Neither Christiana nor any of its Subsidiaries shall make any
election relating to Taxes except for those elections to be made in
connection with its 1997 Tax Returns that are consistent with the 1996 Tax
Returns;

(l) Neither Christiana nor any of its Subsidiaries shall change any
accounting principle used by it;

(m) Christiana shall use its reasonable efforts (i) to preserve intact
the business organization of Christiana and Logistic except Christiana may
liquidate (in a manner acceptable to Weatherford) CST Financial, Inc.,
Martinique Holdings, Inc. and Christiana Community Builders, Inc. and
transfer their assets to Logistic without consideration, (ii) to maintain
in effect any material authorizations or similar rights of Christiana and
Logistic, (iii) to preserve the goodwill of those having material business
relationships with it; (iv) to maintain and keep each of Christiana's
properties in the same repair and condition as presently exists, except for
deterioration due to ordinary wear and tear and damage due to casualty; and
(v) to maintain in full force and effect insurance comparable in amount and
scope of coverage to that currently maintained by it;

(n) Christiana shall, and shall cause the Christiana Subsidiaries to,
perform their respective obligations under any contracts and agreements to
which it is a party or to which any of its assets is subject, except to the
extent such failure to perform would not have a Christiana MAE and except
for such obligations as Christiana in good faith may dispute;

(o) Christiana shall cause there to exist immediately prior to the
Effective Time Christiana Net Cash (including $10,666,677 to be paid by C2
under the Logistic Purchase Agreement) of not less than $13 million;

(p) Neither Christiana nor any of its Subsidiaries shall settle or
compromise any litigation (whether or not commenced prior to the date of
this Agreement) other than settlements or compromises: (i) of litigation
where the amount paid in settlement or compromise does not exceed $500,000,
or if greater, the amount of the reserve therefor reflected in the most
recent SEC Documents and the terms of the settlement would not otherwise
have a Christiana MAE, or (ii) in consultation and cooperation with
Weatherford, and, with respect to any such settlement, with the prior
written consent of Weatherford;

(q) Christiana shall cause the Logistic Purchase Agreement to be
executed and delivered by Christiana and the Logistic Sale to be effected
prior to the Merger immediately prior to the Effective Time;

(r) Christiana shall not authorize any of, or commit or agree to take
any of, or permit any Christiana Subsidiary to take any of, the foregoing
actions to the extent prohibited by the foregoing and shall not, and shall
not permit any of the Christiana Subsidiaries to, take any action that
would, or that reasonably could be expected to, result in any of the
representations and warranties set forth in this Agreement becoming untrue
or any of the conditions to the Merger set forth in Article VI not being
satisfied. Christiana promptly shall advise Weatherford orally and in
writing of any change or event having, or which, insofar as reasonably can
be foreseen, would have, a material adverse effect on Christiana and the
Christiana Subsidiaries, taken as a whole, or cause a Christiana MAE.

(s) Christiana shall cause Logistic to pay to Christiana a
distribution in the amount of $20 million cash prior to the Effective Time
(the "Logistic Dividend");

(t) Christiana shall cause Logistic to pay in full the entire
principal amount of the Wiscold Note dated September 1, 1992, in the
principal amount of $3,000,000, together with all accrued interest thereon
(the "Wiscold Note"); and

(u) Except as set forth in Section 2.2(o) of the Disclosure Schedule
or agreed to in writing by Weatherford prior to the Closing, Christiana
shall cause all of its obligations (i) relating to Logistic or any other
historical business of Christiana or its Subsidiaries and (ii) under any
and all agreements relating to the borrowing of funds, including all
guarantees and other similar arrangements relating thereto, to be fully
released or otherwise satisfied in a manner acceptable to Weatherford.

3.2 CASH REQUIREMENTS. Christiana covenants that as of the Effective Time
it shall have cash equal to the sum of (i) $13 million (including $10,666,677 to
be received under the Logistic Purchase Agreement) and (ii) all accrued and
unpaid liabilities and obligations of Christiana. For purposes of this Section
3.2, the unpaid liabilities and obligations of Christiana shall mean the full
undiscounted amount of liabilities for which

A-20
<PAGE> 159

Christiana shall be responsible, including any liabilities that will accrue as a
result of the Merger, the Logistic Sale or the transactions contemplated herein,
whether or not such liabilities would be required to be reflected as a liability
by generally accepted accounting principles; provided, however, that such
liabilities shall not include any liabilities for any gain on any Weatherford
Common Stock held by Christiana realized as a result of a sale of such stock by
Christiana or a liquidation or merger of Christiana (other than the Merger)
within two years after the Effective Time, nor any tax liability for income of
Weatherford attributable to Christiana under the equity method of accounting
either before or after the Effective Time (the "Weatherford Related Taxes").
Further, for purposes of calculating such liabilities, any Taxes (other than the
Weatherford Related Taxes) payable in respect of the Logistic Sale or other
transactions contemplated herein or under the Logistic Purchase Agreement shall
be fully accrued as a liability and any Tax credits, deductions, other Tax
benefits of Christiana shall not be considered or used to offset any such
liability. The provisions of this Section 3.2 shall not affect Logistic's and
C2's obligations under the Logistic Purchase Agreement to assume and indemnify
Weatherford as set forth therein.

3.3 AFFILIATES' AGREEMENTS. Prior to the Closing Date, Christiana shall
deliver to Weatherford a letter identifying all Persons that are, at the time
this Agreement is submitted for approval to the stockholders of Christiana,
"affiliates" of Christiana for purposes of Rule 145 under the Securities Act
("Affiliates"). Christiana shall deliver or cause to be delivered to Weatherford
an undertaking by each Affiliate in form satisfactory to Weatherford that no
Weatherford Common Stock received or to be received by such Affiliate pursuant
to the Merger will be sold or disposed of except pursuant to an effective
registration statement under the Securities Act or in accordance with the
provisions of Rule 144 or paragraph (d) of Rule 145 under the Securities Act or
another exemption from registration under the Securities Act.

3.4 WEATHERFORD COMMON STOCK PURCHASES. Prior to the date the Proxy
Statement is mailed to the stockholders of Weatherford and Christiana,
Christiana shall purchase, in one transaction or a series of transactions, at
least $10 million of Weatherford Common Stock (the "$10 Million Purchase").
After the Christiana Stockholders Meeting, as defined in Section 5.3, Christiana
shall purchase, in one transaction or a series of transactions, up to an
additional $5 million of Weatherford Common Stock (the "$5 Million Purchase").
Notwithstanding the foregoing, Christiana shall not be required to make any
purchase unless such purchase, when considering the then current price of
Weatherford Common Stock, prior purchases and amounts, if any, remaining under
the $10 Million Purchase and the $5 Million Purchase, will allow the Merger when
completed to qualify as a reorganization within the meaning of Section
368(a)(1)(A) by reason of Section 368(a)(2)(E) of the Code. Christiana may, but
is not required to, waive the foregoing and purchase any other Weatherford
Common Stock. All such purchases shall be made in accordance with applicable
securities laws, including Regulation M and Rule 10b-18 promulgated under the
Exchange Act.

ARTICLE IV

COVENANTS OF WEATHERFORD PRIOR TO THE EFFECTIVE TIME

4.1 RESERVATION OF WEATHERFORD STOCK. Weatherford shall reserve for
issuance, out of its authorized but unissued capital stock, such number of
shares of Weatherford Common Stock as may be issuable upon consummation of the
Merger.

4.2 CONDUCT OF WEATHERFORD PENDING THE MERGER. Weatherford covenants and
agrees that, from the date of this Agreement until the Effective Time, unless
Christiana shall otherwise agree in writing or as otherwise expressly
contemplated by this Agreement, it will not take any action that would, or that
could be expected to, result in any of the representations and warranties set
forth in this Agreement becoming untrue or any of the conditions to the merger
set forth in Article VI not being satisfied.

4.3 STOCK EXCHANGE LISTING. Weatherford shall use reasonable efforts to
cause the shares of Weatherford Common Stock to be issued in the Merger to be
approved for listing on the NYSE, subject to official notice of issuance, prior
to the Closing Date.

ARTICLE V

ADDITIONAL AGREEMENTS

5.1 JOINT PROXY STATEMENT/PROSPECTUS; REGISTRATION STATEMENT. As promptly
as reasonably practicable after the execution of this Agreement, Weatherford and
Christiana shall prepare and file with the Commission
A-21
<PAGE> 160

preliminary proxy materials that shall constitute the Proxy Statement of
Weatherford and Christiana and the registration statement with respect to the
Weatherford Common Stock to be issued in connection with the Merger (the
"Registration Statement"). As promptly as reasonably practicable after final
comments are received from and cleared by the Commission on the preliminary
proxy materials, Weatherford and Christiana shall file with the Commission a
combined joint proxy statement and registration statement on Form S-4 (or on
such other form as shall be appropriate) relating to the approval and adoption
of the Merger and this Agreement by the stockholders of Weatherford and the
stockholders of Christiana and the issuance by Weatherford of Weatherford Common
Stock in connection with the Merger and shall use their reasonable efforts to
cause the Registration Statement to become effective as soon as practicable.
Subject to the terms and conditions set forth in Section 6.2 and the fiduciary
obligations of the Board of Directors of Weatherford with respect to such
matters, the Proxy Statement shall contain a statement that the Board of
Directors of Weatherford recommended that the stockholders of Weatherford
approve and adopt the Merger and this Agreement. Subject to the terms and
conditions set forth in Section 6.3 and the fiduciary obligations of the Board
of Directors of Christiana with respect to such matters, the Proxy Statement
shall contain a statement that the Board of Directors of Christiana recommended
that the stockholders of Christiana approve and adopt the Merger and this
Agreement.

5.2 ACCOUNTANTS LETTER. Christiana shall use its reasonable efforts to
cause Arthur Andersen LLP to deliver a letter pursuant to SAS 72 dated as of the
date of the Proxy Statement and confirmed and updated at the Closing as of the
Closing Date, and addressed to itself and Weatherford, in the form and substance
reasonably satisfactory to Weatherford and customary in the scope and substance
for agreed upon procedures letters delivered by independent public accountants
in connection with registration statements and proxy statements similar to the
Registration Statement and Proxy Statement.

5.3 MEETINGS OF STOCKHOLDERS.

(a) Christiana shall promptly take all action reasonably necessary in
accordance with the WBCL and its Articles of Incorporation and bylaws to
convene a meeting of its stockholders to consider and vote upon the
adoption and approval of the Merger and this Agreement and the Logistic
Sale (the "Christiana Shareholders Meeting"). Christiana shall provide
that, in addition to any vote that may be required by law, the approval of
the Merger and this Agreement and the Logistic Sale shall require approval
of a majority of the votes cast for or against such matters excluding any
shares of Christiana Common Stock held by Lubar & Co. Incorporated and its
affiliates; provided, however, Christiana may, in lieu of such requirement,
obtain an agreement by Lubar & Co. Incorporated and its affiliates to vote
all of its shares of Christiana Common Stock for, against or abstain from
voting with respect to such matters in the same proportion as the shares of
Christiana Common Stock are voted on such matters by the other stockholders
of Christiana. Subject to the terms and conditions set forth in Section 6.3
and the fiduciary obligations of the Board of Directors of Christiana with
respect to such matters, the Board of Directors of Christiana (i) shall
recommend at such meeting that the stockholders of Christiana vote to adopt
and approve the Merger and this Agreement and the Logistic Sale, (ii) shall
use its best efforts to solicit from stockholders of Christiana proxies in
favor of such adoption and approval and (iii) shall take all other action
reasonably necessary to secure a vote of its stockholders in favor of the
adoption and approval of the Merger and this Agreement.

(b) Weatherford shall promptly take all action reasonably necessary in
accordance with the General Corporation Law of the State of Delaware (the
"DGCL") and its Certificate of Incorporation and bylaws to convene a
meeting of its stockholders to consider and vote upon the adoption and
approval of the Merger and this Agreement. Subject to the terms and
conditions set forth in Section 6.2 and the fiduciary obligations of the
Board of Directors of Weatherford with respect to such matters, the Board
of Directors of Weatherford (i) shall recommend at such meeting that the
stockholders of Weatherford vote to adopt and approve the Merger and this
Agreement, (ii) shall use its reasonable efforts to solicit from
stockholders of Weatherford proxies in favor of such adoption and approval
and (iii) shall take all other action reasonably necessary to secure a vote
of its stockholders in favor of the adoption and approval of the Merger and
this Agreement.

A-22
<PAGE> 161

(c) Weatherford and Christiana shall coordinate and cooperate with
respect to the timing of such meetings and shall endeavor to hold such
meetings on the same day and as soon as practicable after the date hereof.

5.4 FILINGS; CONSENTS; REASONABLE EFFORTS. Subject to the terms and
conditions of this Agreement, Christiana and Weatherford shall (i) make all
necessary filings with respect to the Merger and this Agreement under the HSR
Act, the Securities Act, the Exchange Act, and applicable blue sky or similar
securities laws and shall use all reasonable efforts to obtain required
approvals and clearances with respect thereto; (ii) use reasonable efforts to
obtain all consents, waivers, approvals, authorizations, and orders required in
connection with the authorization, execution, and delivery of this Agreement and
the consummation of the Merger; and (iii) use reasonable efforts to take, or
cause to be taken, all appropriate action, and do, or cause to be done, all
things necessary, proper, or advisable to consummate and make effective as
promptly as practicable the transactions contemplated by this Agreement.

5.5 NOTIFICATION OF CERTAIN MATTERS. Christiana shall give prompt notice
to Weatherford, and Weatherford shall give prompt notice to Christiana, orally
and in writing, of (i) the occurrence, or failure to occur, of any event which
occurrence or failure would be likely to cause any representation or warranty
contained in this Agreement to be untrue or inaccurate at any time from the date
hereof to the Effective Time; and (ii) any material failure of Christiana or
Weatherford, as the case may be, or any officer, director, employee or agent
thereof, to comply with or satisfy any covenant, condition or agreement to be
compiled with or satisfied by it hereunder.

5.6 EXPENSES. Whether or not the Merger is consummated, all costs and
expenses incurred in connection with this Agreement and the transactions
contemplated hereby shall be paid by the party incurring such expenses, except
those out-of-pocket expenses (which do not include fees for attorneys,
accountants and financial advisors) incurred in connection with (i) the
registration fees for the Weatherford Common Stock under the Securities Act to
be issued in the Merger, (ii) the registration and qualification of the
Weatherford Common Stock under any state securities and blue sky laws, (iii) the
listing of the Weatherford Common Stock on the NYSE, (iv) the HSR filing fee (v)
the investment banking, appraisal, and related expenses of Christiana, (vi) the
cost of any proxy solicitors and (vii) the printing and mailing of the
Registration Statement and the Proxy Statement shall be paid by Christiana;
provided, however, that if this Agreement shall have been terminated pursuant to
Section 7.1 as a result of the willful breach by a party of any of its
representations, warranties, covenants, or agreements set forth in this
Agreement, such breaching party shall pay the direct out-of-pocket costs and
expenses of the other parties in connection with the transactions contemplated
by this Agreement.

5.7 CHRISTIANA'S EMPLOYEE BENEFITS.

(a) Christiana shall take action prior to the Merger and the Logistic
Sale to (i) either cancel all outstanding Christiana Options or accelerate
such Christiana Options and make such Christiana Options terminate prior to
the Effective Time and (ii) and terminate the Christiana Option Plan.

(b) Christiana shall pay to each holder of Christiana Options an
amount of cash necessary to obtain cancellation of all Christiana Options
held by such holders.

(c) Christiana shall cause all employee benefit plans to which it is a
sponsor or has obligations to be terminated or assumed by Logistic or C2
without any continuing obligations on the part of Christiana.

(d) Christiana shall transfer to Logistic or C2 all employees of
Christiana without any liability to the Surviving Corporation. C2 shall be
responsible for all severance and other obligations with respect to such
terminated employees, if any. As of the Effective Time, Christiana shall
have no employees or employee benefit plans or obligations.

5.8 LIQUIDATION OR MERGER OF CHRISTIANA. Weatherford agrees that for a
period of two years following the Effective Date it shall not cause or permit
Christiana to (i) liquidate or dissolve, (ii) sell or transfer any shares of
Weatherford Common Stock held by Christiana or (iii) merge Christiana into any
other entity unless Weatherford receives an opinion of a nationally-recognized
tax counsel or accounting firm that such transaction will not adversely affect
the tax treatment of the Merger; provided, however, this restriction shall not
be deemed to prohibit or restrict (i) a sale or disposition of Christiana's
interest in Logistic to the extent

A-23
<PAGE> 162

permitted by the Logistic Purchase Agreement or the operating agreement relating
to Logistic, (ii) a change in control of Weatherford, (iii) a merger,
consolidation, share exchange or similar transaction involving Weatherford or
its subsidiaries (other than Christiana) or (iv) a sale or disposition of any
assets of Weatherford or its subsidiaries (other than Christiana).

ARTICLE VI

CONDITIONS

6.1 CONDITIONS TO OBLIGATION OF EACH PARTY TO EFFECT THE MERGER. The
respective obligations of each party to effect the Merger shall be subject to
the fulfillment at or prior to the Closing Date of the following conditions:

(a) This Agreement and the Merger (and the Logistic Sale in the case
of Christiana) shall have been approved and adopted by the requisite vote
of the stockholders of Christiana and Weatherford, as may be required by
law, by the rules of the NYSE, by Section 5.3(a) and by any applicable
provisions of their respective charters or bylaws;

(b) The waiting period (and any extension thereof) applicable to the
consummation of the Merger under the HSR Act shall have expired or been
terminated;

(c) No order shall have been entered and remain in effect in any
action or proceeding before any foreign, federal or state court or
governmental agency or other foreign, federal or state regulatory or
administrative agency or commission that would prevent or make illegal the
consummation of the Logistic Sale and the Merger;

(d) The Registration Statement and a registration statement under the
Securities Act to be filed by C2 in connection with the Merger shall each
be effective on the Closing Date, and all post-effective amendments thereto
filed shall have been declared effective or shall have been withdrawn; and
no stop-order suspending the effectiveness thereof shall have been issued
and no proceedings for that purpose shall have been initiated or, to the
knowledge of the parties, threatened by the Commission;

(e) There shall have been obtained any and all material permits,
approvals and consents of securities or blue sky commissions of any
jurisdiction, and of any other governmental body or agency, that reasonably
may be deemed necessary so that the consummation of the Merger and the
transactions contemplated thereby will be in compliance with applicable
laws, the failure to comply with which would have a Christiana MAE or a
Weatherford MAE;

(f) The shares of Weatherford Common Stock issuable upon consummation
of the Merger shall have been approved for listing on the NYSE, subject to
official notice of issuance;

(g) Weatherford, C2 and Christiana shall have received an opinion,
dated as of the Effective Date, from American Appraisal Associates, Inc. in
form and substance satisfactory to them, in respect of the matters
described in Section 2.2(u); and

(h) All approvals and consents of third Persons (i) the granting of
which is necessary for the consummation of the Merger, the Logistic Sale or
the transactions contemplated in connection therewith and (ii) the
non-receipt of which would have a Christiana MAE or a Weatherford MAE.

6.2 ADDITIONAL CONDITIONS TO OBLIGATIONS OF WEATHERFORD. The obligation of
Weatherford to effect the Merger is, at the option of Weatherford, also subject
to the fulfillment at or prior to the Closing Date of the following conditions:

(a) The representations and warranties of Christiana contained in
Section 2.2 shall be accurate as of the date of this Agreement and (except
to the extent such representations and warranties speak specifically as of
an earlier date) as of the Closing Date as though such representations and
warranties had been made at and as of that time; all of the terms,
covenants and conditions of this Agreement to be complied with and
performed by Christiana on or before the Closing Date shall have been duly
complied with and performed in all material respects; and a certificate to
the foregoing effect dated the Closing Date and signed by the chief
executive officer and the president of Christiana shall have been delivered
to Weatherford;

A-24
<PAGE> 163

(b) There shall not have occurred or exist any fact or condition that
would reasonably result in a Christiana MAE or would constitute a material
fixed or contingent liability to Christiana, and Weatherford shall have
received a certificate signed by the president of Christiana dated the
Closing Date to such effect;

(c) The Board of Directors of Weatherford shall have received from
Morgan Stanley & Co. Incorporated, financial advisor to Weatherford, a
written opinion, satisfactory in form and substance to the Board of
Directors of Weatherford, to the effect that consideration to be paid by
Weatherford in the Merger is fair to Weatherford from a financial point of
view, which opinion shall not subsequently be withdrawn;

(d) The Christiana Options shall have been cancelled and the
Christiana Plans shall have been terminated or such options shall have been
exercised;

(e) Christiana shall have received, and furnished written copies to
Weatherford of, the Christiana affiliates' agreements pursuant to Section
3.3;

(f) Weatherford shall have received from Foley & Lardner, counsel to
Christiana, an opinion dated the Closing Date covering customary matters
relating to the Agreement and the Merger, including an opinion in form and
substance satisfactory to Weatherford with respect to the matters described
in Section 2.2(a), (b), (c), (d) and (k) (provided that the form of such
opinion shall be agreed upon prior to the filing of the Registration
Statement with the Commission);

(g) Weatherford shall have received from Arthur Andersen LLP a written
opinion, in form and substance satisfactory to Weatherford, dated as of the
date that the Proxy Statement is first mailed to the Stockholders of
Christiana and Weatherford to the effect that (i) the Merger will be
treated for U.S. federal income tax purposes as a reorganization within the
meaning of Section 368(a)(1)(A) of the Code by reason of Section
368(a)(2)(E) of the Code, (ii) Weatherford, Sub and Christiana will each be
a party to that reorganization within the meaning of Section 368(b) of the
Code and (iii) Weatherford, Sub and Christiana shall not recognize any gain
or loss for U.S. federal income tax purposes as a result of the Merger
(although Christiana will recognize gain or loss for U.S. federal income
tax purposes as a result of the Logistic Sale), and such opinion shall be
confirmed at the Closing;

(h) Weatherford shall have received from Arthur Andersen LLP a letter,
in form and substance satisfactory to Weatherford, dated as of the Closing
Date, to the effect that the Merger would not adversely affect the ability
of Weatherford to account for any prior or future business combination as a
pooling of interest;

(i) C2 shall have executed and delivered to Christiana and Weatherford
the Logistic Purchase Agreement and agreement among members in form and
substance, including schedules, acceptable to Weatherford;

(j) The Logistic Sale shall have been consummated;

(k) Christiana shall have delivered to Weatherford a pro forma balance
sheet after giving effect to the Logistic Sale, including a full accrual
for Taxes thereon without regard to any tax credits or tax deductions that
Christiana may have in connection with the exercise of any stock options,
reflecting Christiana Net Cash in an amount not less than $13 million;

(l) Except as permitted by Section 3.1, all outstanding Indebtedness
(including guarantees thereof) of Christiana and its Subsidiaries (other
than Logistics) shall have been paid in full or Christiana shall have been
fully released therefrom;

(m) The assets of Christiana shall consist only of cash of at least
$13 million, at least 3,897,462 shares of Weatherford Common Stock, certain
tax benefits and 333.333 units of Logistic representing one-third of the
outstanding interests of Logistic; and

(n) There shall not be pending any litigation involving Christiana or
any of its subsidiaries, that Weatherford, in its sole discretion,
considers to be a material liability for which adequate security has not
been provided.

A-25
<PAGE> 164

6.3 ADDITIONAL CONDITIONS TO OBLIGATIONS OF CHRISTIANA. The obligation of
Christiana to effect the Merger is, at the option of Christiana, also subject to
the fulfillment at or prior to the Closing Date of the following conditions:

(a) The representations and warranties of Weatherford and Sub
contained in Section 2.1 shall be accurate as of the date of this Agreement
and (except to the extent such representations and warranties speak
specifically as of an earlier date) as of the Closing Date as though such
representations and warranties had been made at and as of that time; all
the terms, covenants and conditions of this Agreement to be complied with
and performed by Weatherford on or before the Closing Date shall have been
duly complied with and performed in all material respects; and a
certificate to the foregoing effect dated the Closing Date and signed by
the chief executive officer of Weatherford shall have been delivered to
Christiana;

(b) The Board of Directors of Christiana and C2 shall have received
from Prudential Securities Corporation, financial advisor to Christiana and
C2, a written opinion, satisfactory in form and substance to the Board of
Directors of Christiana and C2, to the effect that from a financial point
of view to the Christiana Shareholders the Merger, which includes (i) the
consideration to be received in the Merger and (ii) the purchase price for
Logistic is fair to the Christiana Shareholders, which opinion shall not
subsequently be withdrawn;

(c) Christiana and C2 shall have received from Fulbright & Jaworski
L.L.P. counsel to Weatherford, an opinion dated the Closing Date covering
customary matters relating to this Agreement and the Merger, including an
opinion in form and substance with respect to the matters described in
Section 2.1(a), (b)(iii), (c) and (d)(i), (ii) and (iii);

(d) C2 and Christiana shall have received from Arthur Andersen LLP, a
written opinion, in form and substance satisfactory to Christiana, dated as
of the date that the Proxy Statement is first mailed to stockholders of
Christiana and Weatherford to the effect that (i) the Merger will be
treated for U.S. federal income tax purposes as a reorganization within the
meaning of Section 368(a)(1)(A) of the Code by reason of Section
368(a)(2)(E) of the Code; (ii) Weatherford, Sub and Christiana will each be
a party to that reorganization within the meaning of Section 368(b) of the
Code, and (iii) Weatherford, Sub and Christiana shall not recognize any
gain or loss for U.S. federal income tax purposes as a result of the Merger
(although Christiana will recognize gain or loss for U.S. federal income
tax purposes as a result of the Logistic Sale), and such opinion shall be
confirmed at the Closing; and

(e) The Logistic Sale under the Logistic Purchase Agreement shall have
occurred.

ARTICLE VII

MISCELLANEOUS

7.1 TERMINATION. This Agreement may be terminated and the Merger and the
other transactions contemplated herein may be abandoned at any time prior to the
Effective Time, whether prior to or after approval by the stockholders of
Weatherford or the stockholders of Christiana:

(a) by mutual written consent of Weatherford and Christiana;

(b) by either Weatherford or Christiana if (i) the Merger has not been
consummated on or before February 28, 1999 (provided that the right to
terminate this Agreement under this clause (i) shall not be available to
any party whose breach of any representation or warranty or failure to
fulfill any covenant or agreement under this Agreement has been the cause
of or resulted in the failure of the Merger to occur on or before such
date); (ii) any court of competent jurisdiction, or some other governmental
body or regulatory authority shall have issued an order, decree or ruling
or taken any other action restraining, enjoining or otherwise prohibiting
the Merger; (iii) the stockholders of Christiana shall not approve the
Logistic Sale or the Merger at the Christiana stockholder meeting or at any
adjournment thereof; (iv) the stockholders of Weatherford shall not approve
the Merger at the Weatherford stockholder meeting or any adjournment
thereof; or (v) in the exercise of its good faith judgment as to its
fiduciary duties to its stockholders imposed by law, as advised by outside
counsel, the Board of Directors of Christiana or Weatherford determines
that such termination is appropriate in complying with its fiduciary
obligations.

A-26
<PAGE> 165

(c) by Christiana if (i) Weatherford shall have failed to comply in
any material respect with any of the covenants or agreements contained in
this Agreement to be complied with or performed by Weatherford or Sub at or
prior to such date of termination (provided such breach has not been cured
within 30 days following receipt by Weatherford of written notice from
Christiana of such breach and is existing at the time of termination of
this Agreement); (ii) any representation or warranty of Weatherford
contained in this Agreement shall not be true in all respects when made
(provided such breach has not been cured within 30 days following receipt
by Weatherford of written notice from Christiana of such breach and is
existing at the time of termination of this Agreement) or on and as of the
Effective Time as if made on and as of the Effective Time (except to the
extent it relates to a particular date), except for such failures to be so
true and correct which would not individually or in the aggregate,
reasonably be expected to have a Weatherford MAE, assuming the
effectiveness of the Merger; or (iii) the Board of Directors of Weatherford
withdraws, modifies or changes its recommendation of this Agreement or the
Merger in a manner adverse to Christiana or shall have resolved to do any
of the foregoing.

(d) by Weatherford if (i) Christiana shall have failed to comply in
any material respect with any of the covenants or agreements contained in
this Agreement to be complied with or performed by it at or prior to such
date of termination (provided such breach has not been cured within 30 days
following receipt by Christiana of written notice from Weatherford of such
breach and is existing at the time of termination of this Agreement); (ii)
any representation or warranty of Christiana contained in this Agreement
shall not be true in all respects when made (provided such breach has not
been cured within 30 days following receipt by Christiana of written notice
from Weatherford of such breach and is existing at the time of termination
of this Agreement) or on and as of the Effective Time as if made on and as
of the Effective Time (except to the extent it relates to a particular
date), except for such failures to be so true and correct which would not
individually or in the aggregate, reasonably be expected to have a
Christiana MAE assuming the effectiveness of the Merger or (iii) the Board
of Directors of Christiana withdraws, modifies or changes its
recommendation of this Agreement or the Merger in a manner adverse to
Weatherford or shall have resolved to do any of the foregoing.

7.2 EFFECT OF TERMINATION. In the event of termination of this Agreement
by either Weatherford or Christiana as provided in Section 7.1, this Agreement
shall forthwith become void and there shall be no liability or obligation on the
part of Weatherford, Sub or Christiana, except (i) with respect to this Section
7.2, Section 5.6 and Section 7.13, and (ii) such termination shall not relieve
any party hereto for any intentional breach prior to such termination by a party
hereto of any of its representations or warranties or of any of its covenants or
agreements set forth in this Agreement.

7.3 WAIVER AND AMENDMENT. Any provision of this Agreement may be waived at
any time by the party that is, or whose stockholders are, entitled to the
benefits thereof. This Agreement may not be amended or supplemented at any time,
except by an instrument in writing signed on behalf of each party hereto,
provided that after this Agreement has been approved and adopted by the
stockholders of Weatherford and Christiana, this Agreement may be amended only
as may be permitted by applicable provisions of the DGCL and the WBCL. The
waiver by any party hereto of any condition or of a breach of another provision
of this Agreement shall not operate or be construed as a waiver of any other
condition or subsequent breach. The waiver by any party hereto of any of the
conditions precedent to its obligations under this Agreement shall not preclude
it from seeking redress for breach of this Agreement other than with respect to
the condition so waived.

7.4 NONSURVIVAL OF REPRESENTATIONS AND WARRANTIES. Except for the
representations and warranties of C2 contained herein, which shall survive
without limitation, none of the representations and warranties in this Agreement
shall survive the Effective Time.

7.5 PUBLIC STATEMENTS. Christiana and Weatherford agree to consult with
each other prior to issuing any press release or otherwise making any public
statement with respect to the transactions contemplated hereby.

7.6 ASSIGNMENT. This Agreement shall inure to the benefit of and will be
binding upon the parties hereto and their respective legal representatives,
successors and permitted assigns.

A-27
<PAGE> 166

7.7 NOTICES. All notices, requests, demands, claims and other
communications which are required to be or may be given under this Agreement
shall be in writing and shall be deemed to have been duly given if (i) delivered
in Person or by courier, (ii) sent by telecopy or facsimile transmission, answer
back requested, or (iii) mailed, certified first class mail, postage prepaid,
return receipt requested, to the parties hereto at the following addresses:

if to Christiana:

Christiana Companies, Inc.
700 N. Water Street, Suite 1200
Milwaukee, Wisconsin 53202
Attn: William T. Donovan
Facsimile: (414) 291-9061

with a copy to:

Foley & Lardner
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
Attn: Joseph B. Tyson, Jr.
Facsimile: (414) 297-4900

if to C2:

C2, Inc.
700 N. Water Street, Suite 1200
Milwaukee, Wisconsin 53202
Attn: William T. Donovan
Facsimile: (414) 291-9061

with a copy to:

Foley & Lardner
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
Attn: Joseph B. Tyson, Jr.
Facsimile: (414) 297-4900

if to Weatherford or Sub:

Weatherford International, Inc.
5 Post Oak Park, Suite 1760
Houston, Texas 77027
Attn: Curtis W. Huff
Facsimile: (713) 297-8488

with a copy to:

Fulbright & Jaworski, L.L.P.
1301 McKinney, Suite 5100
Houston, Texas 77010-3095
Attn: Charles L. Strauss
Facsimile: (713) 651-5246

or to such other address as any party shall have furnished to the other by
notice given in accordance with this Section 7.7. Such notices shall be
effective, (i) if delivered in Person or by courier, upon actual receipt by the
intended recipient, (ii) if sent by telecopy or facsimile transmission, when the
answer back is received, or (iii) if mailed, upon the earlier of five days after
deposit in the mail and the date of delivery as shown by the return receipt
therefor.

7.8 GOVERNING LAW. All questions arising out of this Agreement and the
rights and obligations created herein, or its validity, existence,
interpretation, performance or breach shall be governed by the laws of the State
of Delaware, without regard to conflict of laws principles.

A-28
<PAGE> 167

7.9 ARBITRATION. Any disputes, claims or controversies connected with,
arising out of, or related to, this Agreement and the rights and obligations
created herein, or the breach, validity, existence or termination hereof, shall
be settled by Arbitration to be conducted in accordance with the Commercial
Rules of Arbitration of the American Arbitration Association, except as such
Commercial Rules may be changed by this Section 7.9. The disputes, claims or
controversies shall be decided by three independent arbitrators (that is,
arbitrators having no substantial economic or other material relationship with
the parties), one to be appointed by Christiana, if prior to the Merger, or C2,
if after the Merger, and one to be appointed by Weatherford within fourteen days
following the submission of the claim to the parties hereto and the third to be
appointed by the two so appointed within five days thereafter. Should either
party refuse or neglect to join in the timely appointment of the arbitrators,
the other party shall be entitled to select both arbitrators. Should the two
arbitrators fail timely to appoint a third arbitrator, either party may apply to
the Chief Judge of the United States District Court for the Southern District of
Texas to make such appointment. The arbitrators shall have ninety days after the
selection of the third arbitrator within which to allow discovery, hear evidence
and issue their decision or award and shall in good faith attempt to comply with
such time limits; provided, however, if two of the three arbitrators believe
additional time is necessary to reach a decision, they may notify the parties
and extend the time to reach a decision in thirty day increments, but in no
event to exceed an additional ninety days. Discovery of evidence shall be
conducted expeditiously by the parties, bearing in mind the parties desire to
limit discovery and to expedite the decision or award of the arbitrators at the
most reasonable cost and expense of the parties. Judgment upon an award rendered
pursuant to such Arbitration may be entered in any court having jurisdiction, or
application may be made to such court for a judicial acceptance of the award,
and an order of enforcement, as the case may be. The place of Arbitration shall
be Houston, Texas. The decision of the arbitrators, or a majority thereof, made
in writing, shall be final and binding upon the parties hereto as to the
questions submitted, and each party shall abide by such decision.
Notwithstanding the provisions of this Section 7.9, neither party shall be
prohibited from seeking injunctive relief pending the completion of any
arbitration. The costs and expenses of the arbitration proceeding, including the
fees of the arbitrators and all costs and expenses, including legal fees and
witness fees, incurred by the prevailing party, shall be borne by the losing
party.

Solely for purposes of injunctive relief, orders in aid of arbitration and
entry of the arbitrators' award:

(a) each of the parties hereto irrevocably consents to the
non-exclusive jurisdiction of, and venue in, any state court located in
Harris County, Texas or any federal court sitting in the Southern District
of Texas in any suit, action or proceeding seeking injunctive relief,
orders in aid of arbitration, or entry of an arbitral award arising out of
or relating to this Agreement or any of the other agreements contemplated
hereby and any other court in which a matter that may result in a claim for
indemnification hereunder by a Weatherford Indemnified Party (as defined in
the Logistic Purchase Agreement) may be brought with respect to any claim
for indemnification by a Weatherford Indemnified Party;

(b) each of the parties hereto waives, to the fullest extent permitted
by law, any objection that it may now or hereafter have to the laying of
venue of any suit, action or proceeding seeking injunctive relief, orders
in aid of arbitration or entry of an arbitral award arising out of or
relating to this Agreement or any of the other agreements contemplated
hereby brought in any state court located in Harris County, Texas or any
federal court sitting in the Southern District of Texas or any other court
in which a matter that may result in a claim hereunder or for
indemnification under the Logistic Purchase Agreement by a Weatherford
Indemnified Party may be brought with respect to any claim for
indemnification by a Weatherford Indemnified Party, and further irrevocably
waive any claim that any such suit, action or proceeding brought in any
such court has been brought in an inconvenient forum;

(c) each of the parties hereto irrevocably designates, appoints and
empowers CT Corporation System, Inc. and any successor thereto as its
designee, appointee and agent to receive, accept and acknowledge for and on
its behalf, and in respect of its property, service of any and all legal
process, summons, notices and documents which may be served in any suit,
action or proceeding arising out of or relating to this Agreement or any of
the other agreements contemplated hereby for the purposes of injunctive
relief, orders in aid of arbitration and entry of an arbitral award.

A-29
<PAGE> 168

7.10 SEVERABILITY. If any term, provision, covenant or restriction of this
Agreement is held by a court of competent jurisdiction to be invalid, void or
unenforceable, the remainder of the terms, provision, covenants and restrictions
of this Agreement shall continue in full force and effect and shall in no way be
affected, impaired or invalidated.

7.11 COUNTERPARTS. This Agreement may be executed in counterparts, each of
which shall be an original, but all of which together shall constitute one and
the same agreement.

7.12 HEADINGS. The Section headings herein are for convenience only and
shall not affect the construction hereof.

7.13 CONFIDENTIALITY Agreement. The Confidentiality Agreements entered
into between Weatherford and Christiana on December 10, 1997 (the
"Confidentiality Agreements") are hereby incorporated by reference herein and
made a part hereof.

7.14 ENTIRE AGREEMENT: THIRD PARTY BENEFICIARIES. This Agreement, the
Other Agreements and the Confidentiality Agreements constitute the entire
agreement and supersede all other prior agreements and understandings, both oral
and written, among the parties or any of them, with respect to the subject
matter hereof and neither this nor any document delivered in connection with
this Agreement confers upon any Person not a party hereto any rights or remedies
hereunder.

7.15 DISCLOSURE LETTERS.

(a) The Christiana Disclosure Letter, executed by Christiana as of the
date hereof, and delivered to Weatherford on the date hereof, contains all
disclosure required to be made by Christiana under the various terms and
provisions of this Agreement. Each item of disclosure set forth in the
Christiana Disclosure Letter specifically refers to the Article and Section
of the Agreement to which such disclosure responds, and shall not be deemed
to be disclosed with respect to any other Article or Section of the
Agreement.

(b) The Weatherford Disclosure Letter, executed by Weatherford as of
the date hereof, and delivered to Christiana on the date hereof, contains
all disclosure required to be made by Weatherford under the various terms
and provisions of this Agreement. Each item of disclosure set forth in the
Weatherford Disclosure Letter specifically refers to the Article and
Section of the Agreement to which such disclosure responds, and shall not
be deemed to be disclosed with respect to any other Article or Section of
the Agreement.

A-30
<PAGE> 169

IN WITNESS WHEREOF each of the parties caused this Agreement to be executed
on its behalf by its officers thereunto duly authorized, all as of the date
first above written.

WEATHERFORD INTERNATIONAL, INC.

By: /s/ CURTIS W. HUFF

----------------------------------
Name: Curtis W. Huff

---------------------------------
Title: Senior Vice President,
General Counsel and
Secretary

---------------------------------

CHRISTIANA ACQUISITION, INC.

By: /s/ CURTIS W. HUFF

----------------------------------
Name: Curtis W. Huff

---------------------------------
Title: President

---------------------------------

CHRISTIANA COMPANIES, INC.

By: /s/ WILLIAM T. DONOVAN

----------------------------------
Name: William T. Donovan

---------------------------------
Title: President

---------------------------------

C2, INC.

By: /s/ WILLIAM T. DONOVAN

----------------------------------
Name: William T. Donovan

---------------------------------
Title: Chairman

---------------------------------

A-31
<PAGE> 170

APPENDIX B

AGREEMENT*

BY AND AMONG

WEATHERFORD INTERNATIONAL, INC.,

TOTAL LOGISTIC CONTROL, LLC,

CHRISTIANA COMPANIES, INC.,

AND

C2, INC.

DECEMBER 12, 1997

* As amended by Amendment No. 1 to Agreement and Plan of Merger and Logistic
Purchase Agreement dated May 26, 1998, Amendment No. 2 to Logistic Purchase
Agreement dated October 14, 1998 and Amendment No. 3 to Logistic Purchase
Agreement dated January 5, 1999.

<PAGE> 171

AGREEMENT

THIS AGREEMENT ("Agreement") made as of this 12th day of December, 1997, as
amended by Amendment No. 1 dated May 26, 1998 and Amendment No. 2 dated October
14, 1998, by and among WEATHERFORD INTERNATIONAL, INC., a Delaware corporation
(formerly known as EVI, Inc.) ("Weatherford"), TOTAL LOGISTIC CONTROL, LLC, a
Delaware limited liability company ("TLC"), CHRISTIANA COMPANIES, INC., a
Wisconsin corporation ("Christiana") and C2, INC., a Wisconsin corporation
("C2").

W I T N E S S E T H :

WHEREAS, Weatherford, Christiana Acquisition, Inc., a Wisconsin corporation
("Sub"), Christiana and C2 have entered into an Amended and Restated Agreement
and Plan of Merger dated as of October 14, 1998, as amended by Amendment No. 1
dated January 5, 1999 (as amended, the "Merger Agreement"), pursuant to which
Sub, a wholly owned subsidiary of Weatherford, will merge with and into
Christiana and thereby Christiana will become a wholly owned subsidiary of
Weatherford (the "Merger").

WHEREAS, as a condition to the Merger, Christiana will sell 666.667
Membership Units (as defined in Section 1.16 hereof) of TLC to C2 pursuant to
the terms and conditions hereinafter set forth (the "Logistic Sale").

NOW, THEREFORE, in consideration of the mutual covenants of the parties
herein and the mutual benefits derived from this Agreement ("Agreement"), the
parties, intending to be legally bound, hereby agree as follows:

1. Definitions.

1.1 Affiliate. Affiliate means, as to the person specified, any person
controlling, controlled by or under common control with such person, with the
concept of control in such context meaning the possession, directly or
indirectly, of the power to direct or cause the direction of the management and
policies of another, whether through the ownership of voting securities, by
contract or otherwise.

1.2 Assumed Liabilities. Assumed Liabilities means any and all Liabilities
and Environmental Liabilities (except for the Retained Liabilities) to which
Christiana, Weatherford or a Christiana Company may now or at any time in the
future become subject (whether directly or indirectly, including by reason of
Christiana or a Christiana Company owning, controlling or operating any business
or assets of any Person (including any current or past Affiliate)), resulting
from, arising out of or relating to (i) any Christiana Company (other than TLC),
(ii) the business, operations or assets of Christiana or any Christiana Company
on or prior to the Effective Date, (iii) any Christiana Taxes for periods ending
on or before the Effective Date (except Christiana Taxes to be expressly
retained by Christiana pursuant to the Merger Agreement), (iv) any obligation,
matter, fact, circumstance or action or omission by any Person in any way
relating to or arising from the business, operations or assets of Christiana or
a Christiana Company that existed on or prior to the Effective Date; (v) any
product or service provided by Christiana or any Christiana Company prior to the
Effective Date, (vi) the Merger, the Logistic Sale or any of the other
transactions contemplated hereby, (vii) previously conducted operations of
Christiana or any Christiana Company and (viii) C2's interest in TLC. The term
"Assumed Liabilities" shall include, without limitation, the following
Liabilities (other than Retained Liabilities):

(a) Any and all Liabilities and Environmental Liabilities resulting
from, arising out of or relating to (i) the assets, activities, operations,
current or former facilities, actions or omissions of Christiana or any of
its officers, directors, employees, independent contractors or agents
occurring on or before the Effective Date, (ii) the assets, activities,
operations, current or former facilities, actions or omissions of any
Christiana Company or any of its officers, directors, employees,
independent contractors or agents, (iii) any product liability claim,
recall, replacement, returns or customer allowances of or relating to
Christiana or any Christiana Company, or (iv) any contract or permit of
Christiana or any Christiana Company;

(b) Any and all accounts and notes payable of Christiana or any
Christiana Company, excluding accounts payable which have been accounted
for in the calculation of Christiana Net Cash set forth in the Merger
Agreement;

B-1
<PAGE> 172

(d) Any and all Liabilities and Environmental Liabilities on behalf of
or which arise from or relate to active employees, or retired and inactive
employees, of Christiana or any Christiana Company, including, without
limitation, (i) liability for any salaries, wages, tax equalization
payments, vacation pay, sick leave, personal leave, severance pay, wrongful
dismissal or discrimination claims; (ii) liability for or under any
employee benefit plan, policy or arrangement, including, without
limitation, retirement, pension, medical, dental, profit sharing,
unemployment, supplemental unemployment or disability plan policy or
arrangement; (iii) liability for any payroll taxes, social security or
similar taxes or withholding; (iv) liability arising from claims or
litigation; and (v) liability arising from any injury, death, loss,
disability, occupational disease or claims under any worker's compensation
laws;

(e) Any and all Liabilities and Environmental Liabilities resulting
from, arising out, relating to or occurring on the Properties, including
those properties listed on Schedule 1.2 hereof, the operations on any of
the foregoing, and any off-site Environmental Liabilities related to any of
the foregoing, including without limitation, those under any
indemnification agreement or obligation of Christiana or any Christiana
Company and any documents relating thereto;

(f) Any and all Liabilities of TLC or any of its subsidiaries with
respect to transactions or events occurring or existing on or prior to the
Effective Date;

(g) Any and all litigation and claims for Liabilities of Christiana or
any Christiana Company existing as of the Effective Date;

(h) Any and all Liabilities for Christiana Taxes, arising out of, or
related to, Christiana for taxable periods on or before the Effective Date
(except such Christiana Taxes expressly retained by Christiana pursuant to
the Merger Agreement);

(i) Any misrepresentation or incorrect representation or warranty of
Christiana under the Merger Agreement without regard to any materiality or
knowledge qualification; and

(j) Any and all legal, accounting, consulting and expert fees and
expenses incurred after the date hereof in investigating, preparing,
defending, settling or discharging any claim or action arising under, out
of or in connection with any of the Assumed Liabilities other than those
associated with Weatherford's counsel's evaluation of the Merger and the
Logistic sale.

1.3 Business Day. Business Day means a day on which national banks are
generally open for the transaction of business in Houston, Texas.

1.4 CERCLA. CERCLA means the Comprehensive Environmental Response,
Compensation, and Liability Act, 42 U.S.C. Section 9601, et seq.

1.5 Christiana. Christiana, for purposes of the assumption indemnification
provisions of this Agreement includes Christiana Companies, Inc. and any and all
predecessors thereto, whether by merger, purchase or acquisition of assets or
otherwise, and any and all predecessors to any such entities.

1.6 Circumstance. Circumstance has the meaning specified in Section 6.2
hereof.

1.7 Effective Date. Effective Date means the time and date the Merger is
made effective.

1.8 Environmental Conditions. Environmental Conditions means any
pollution, contamination, degradation, damage or injury caused by, related to,
arising form or in connection with the generation, handling, use, treatment,
storage, transportation, disposal, discharge, release or emission of any Waste
Materials.

1.9 Environmental Law or Environmental Laws. Environmental Law or
Environmental Laws means all laws, rules, regulations, statutes, ordinances,
decrees or orders of any governmental entity now or at any time in the future in
effect relating to (i) the control of any potential pollutant or protection of
the air, water or land, (ii) solid, gaseous or liquid waste generation,
handling, treatment, storage, disposal or transportation, and (iii) exposure to
hazardous, toxic or other substances alleged to be harmful. The term
"Environmental Law" or "Environmental Laws" includes, without limitation, (1)
the terms and conditions of any license, permit, approval or other authorization
by any governmental entity and (2) judicial, administrative or other regulatory
decrees, judgments and orders of any governmental entity. The term
"Environmental Law" or "Environmental Laws" includes, but is not limited to the
following statutes and the regulations promulgated thereunder: the Clean Air
Act, 42 U.S.C. Section 7401 et seq., The Clean Water Act, 33 U.S.C. Section 1251
et seq., the Resource

B-2
<PAGE> 173
Conservation Recovery Act, 42 U.S.C. Section 6901 et seq., the Superfund
Amendments and Reauthorization Act, 42 U.S.C. Section 11011 et seq., the Toxic
Substances Control Act, 15 U.S.C. Section 2601 et seq., the Water Pollution
Control Act, 33 U.S.C. Section 1251, et seq., the Safe Drinking Water Act, 42
U.S.C. Section 300f et seq., CERCLA and any state, county or local regulations
similar thereto.

1.10 Environmental Liabilities. Environmental Liabilities means any and
all liabilities, responsibilities, claims, suits, losses, costs (including
remediation, removal, response, abatement, clean-up, investigative or monitoring
costs and any other related costs and expenses), other causes of action
recognized now or at any later time, damages, settlements, expenses, charges,
assessments, liens, penalties, fines, pre-judgment and post-judgment interest,
attorney fees and other legal fees (i) pursuant to any agreement, order, notice,
requirement, responsibility or directive (including directives embodied in
Environmental Laws), injunction, judgment or similar documents (including
settlements) arising out of or in connection with any Environmental Laws, or
(ii) pursuant to any claim by a governmental entity or other person or entity
for personal injury, property damage, damage to natural resources, remediation
or similar costs or expenses incurred or asserted by such entity or person
pursuant to common law or statute.

1.11 Weatherford Indemnified Parties. Weatherford Indemnified Parties
shall have the meaning set forth in Section 6.1(a) hereof.

1.12 Christiana Company. Christiana Company means any corporation,
partnership, limited liability company, association or other entity, of which
Christiana or any Christiana Company now or at any time in the past owned,
directly or indirectly, an ownership interest in (whether or not such ownership
interest constituted control of the entity and whether or not such interest
represented a passive or active investment), including those companies named on
Schedule 1.12 hereto.

1.13 Christiana Taxes. Christiana Taxes means any and all taxes (other
than Weatherford Related Taxes as defined in the Merger Agreement) to which
Christiana or any Christiana Company may be obligated relating to or arising
from (i) the current or past operations or assets of Christiana or any
Christiana Company through the Effective Date, (ii) the Logistic Sale, (iii) the
Merger, (iv) any tax return filed by any current or past member of Christiana's
consolidated group, (v) any Tax to which Christiana may be alleged to be liable
by reason of being affiliated with any other Person for all periods prior to the
Effective Date, (vi) property taxes with respect to the assets of Christiana or
any Christiana Company for all periods prior to the Effective Date and (vii) any
transfer taxes or value added taxes in connection with the transactions
contemplated by the Logistic Sale and the Merger.

1.14 Liability. Liability means any and all claims, demands, liabilities,
responsibilities, disputes, causes of action and obligations of every nature
whatsoever, liquidated or unliquidated, known or unknown, matured or unmatured,
or fixed or contingent.

1.15 Member. Member means each person who has been admitted to TLC as a
member as provided in the Delaware Limited Liability Company Act (the "DLLCA")
and the Operating Agreement.

1.16 Membership Units. Membership Units means the basis by which a
Member's ownership interest in TLC issued pursuant to the Operating Agreement is
measured.

1.17 Merger. Merger means the merger of Christiana Acquisition, Inc. with
and into Christiana Companies, Inc. as contemplated by the Merger Agreement.

1.18 Merger Agreement. Merger Agreement means the Amended and Restated
Agreement and Plan of Merger dated as of October 14, 1998, by and among
Weatherford International, Inc., a Delaware corporation, Christiana Acquisition,
Inc., a Wisconsin corporation, Christiana Companies, Inc., a Wisconsin
corporation, and C2, Inc. a Wisconsin corporation.

1.19 Operating Agreement. Operating Agreement shall mean the form of
Operating Agreement attached hereto as Exhibit A.

1.20 Person. Person means an individual, corporation, limited liability
company, partnership, governmental authority or any other entity.

1.21 Properties. Properties means the properties currently or previously
owned or operated by Christiana or any Christiana Company.

B-3
<PAGE> 174

1.22 Retained Liabilities. Retained Liabilities shall mean and be limited
solely to (i) those accounts payable relating to Christiana that are reflected
on the Effective Date balance sheet of Christiana, (ii) those accounts payable
reflected on the Effective Date balance sheet of Christiana and agreed to by
Weatherford prior to the Effective Date, (iii) the obligations of Christiana
that arise after the Effective Date (other than obligations relating to matters
existing or occurring on or prior to the Effective Date and indemnification,
warranty and product liability, wrongful death or property claims associated
with actions or omissions prior to the Effective Date or any business conducted
prior to the Effective Date) and (iv) Weatherford Related Taxes (as defined in
the Merger Agreement).

1.23 Taxes. Taxes means all federal, state, local, foreign and other
taxes, charges, fees, duties, levies, imposts, customs or other assessments,
including, without limitation, all net income, gross income, gross receipts,
sales, use, ad valorem, transfer, franchise, profits, profit share, license,
lease, service, service use, value added, withholding, payroll, employment,
excise, estimated, severance, stamp, occupation, premium, property, windfall
profits or other taxes, fees, assessments, customs, duties, levies, imposts, or
charges of any kind whatsoever with any interest, penalties, additions to tax,
fines or other additional amounts imposed thereon or related thereto, and the
term Tax means any one of the foregoing Taxes.

1.24 Waste Materials. Waste Material means any (i) toxic or hazardous
materials or substances; (ii) solid wastes, including asbestos, polychlorinated
biphenyls, mercury, buried contaminants, chemicals, flammable or explosive
materials; (iii) radioactive materials; (iv) petroleum wastes and spills or
releases of petroleum products; and (v) any other chemical, pollutant,
contaminant, substance or waste that is regulated by any governmental entity
under any Environmental Law.

2. Purchase and Sale of Membership Units; Purchase Price.

2.1 Purchase and Sale of Membership Units.

(a) Effective as of the closing, Christiana shall sell, transfer,
assign, convey and deliver, and C2 shall purchase and accept, 666.667
Membership Units.

(b) CHRISTIANA MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR
IMPLIED, WITH RESPECT TO THE MEMBERSHIP UNITS OR THE ASSETS (CURRENT,
FIXED, PERSONAL, REAL, TANGIBLE OR INTANGIBLE) OF TLC AND ITS SUBSIDIARIES,
INCLUDING, BUT NOT LIMITED TO, CONDITION OR WORKMANSHIP THEREOF, OR THE
ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT, CAPACITY,
SUITABILITY, UTILITY, SALABILITY, AVAILABILITY, COLLECTIBILITY, OPERATIONS,
CONDITIONS, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, IT BEING
THE EXPRESS AGREEMENT OF C2, TLC AND CHRISTIANA THAT, EXCEPT AS EXPRESSLY
SET FORTH IN THIS AGREEMENT, C2 WILL ACQUIRE THE MEMBERSHIP UNITS AND
INTEREST IN THE ASSETS OF TLC THROUGH SUCH OWNERSHIP INTEREST IN THEIR
PRESENT CONDITION AND STATE OF REPAIR, ON AN "AS IS AND WHERE IS, WITH ALL
FAULTS" BASIS.

2.2 Assumption. Effective as of the closing, as an inducement to Sub to
merge with Christiana, C2 hereby unconditionally assumes and undertakes to pay,
satisfy and discharge when due the Assumed Liabilities. Notwithstanding the
foregoing, Christiana hereby retains and C2 will have no liability with respect
to the Retained Liabilities. In addition, effective as of the Closing, as a
further inducement to Sub to merge with Christiana, TLC hereby unconditionally
assumes and undertakes to pay, satisfy and discharge when due the Assumed
Liabilities to the extent such Assumed Liabilities relate to any of the
historical businesses, operations or assets of TLC and its subsidiaries. The
closing shall occur on or prior to the closing of the Merger.

2.3 Purchase Price. The aggregate purchase price ("Purchase Price") for
the 666.667 Membership Units shall be (i) $10,666,667, payable on the same date
that funds are paid by Weatherford to the Exchange Agent (as defined in the
Merger Agreement) pursuant to Section 1.8(c) of the Merger Agreement by C2 to
Christiana in the form of a certified or cashier's check, or, at the option of
Christiana, by wire transfer of immediately available funds to an account
designated by Christiana and (ii) the assumption by C2 at the closing of the
Assumed Liabilities.

B-4
<PAGE> 175

2.4 ABSOLUTE ASSUMPTION. IT IS THE INTENT OF THE PARTIES THAT THE
LIABILITIES AND ENVIRONMENTAL LIABILITIES ASSUMED BY C2 AND TLC UNDER THIS
AGREEMENT SHALL BE WITHOUT REGARD TO THE CAUSE THEREOF OR THE NEGLIGENCE OF ANY
PERSON, WHETHER SUCH NEGLIGENCE BE SOLE, JOINT OR CONCURRENT, ACTIVE OR PASSIVE,
AND WHETHER SUCH LIABILITY OR ENVIRONMENTAL LIABILITY IS BASED ON STRICT
LIABILITY, ABSOLUTE LIABILITY OR ARISING AS AN OBLIGATION OF CONTRIBUTION. C2
AND TLC EACH HEREBY WAIVES AND RELEASES FOR ITSELF AND ON BEHALF OF AFFILIATES
(OTHER THAN CHRISTIANA, WEATHERFORD AND THEIR RESPECTIVE AFFILIATES) ANY CLAIMS,
DEFENSES OR CLAIMS FOR CONTRIBUTION THAT IT HAS OR MAY HAVE AGAINST CHRISTIANA,
WEATHERFORD OR ANY OF THEIR RESPECTIVE AFFILIATES WITH RESPECT TO THE ASSUMED
LIABILITIES.

3. Representations of Christiana.

3.1 Organization. Christiana is a corporation duly organized and validly
existing under the laws of the state of Wisconsin. TLC is a limited liability
company duly organized, validly existing and in good standing under the laws of
the state of Delaware.

3.2 Title. The 666.667 Membership Units being transferred pursuant to this
Agreement without any representation or warranty of any kind, including any
implied representations of the title.

4. Representations of C2 and TLC.

4.1 Organization. TLC is a limited liability company duly organized and
validly existing under the laws of the state of Delaware. C2 is a corporation
duly organized and validly existing under the laws of the state of Wisconsin.

4.2 Corporate Power. Each of C2 and TLC has full power, legal right and
authority to enter into this Agreement, and to carry out the transactions
contemplated hereby. The execution of this Agreement, and full performance
hereunder, has been duly authorized by C2's Board of Directors and TLC's
Members.

4.3 Validity. This Agreement has been duly and validly executed and
delivered by C2 and TLC and is the legal, valid and binding obligation of each
of C2 and TLC, enforceable in accordance with its terms.

5. Operating Agreement; Put and Participation Rights.

5.1 Operating Agreement. At the Closing, C2 and Christiana shall enter
into the Operating Agreement.

5.2 Put. At any time after the fifth anniversary date of the Effective
Date, Christiana shall have the option (but shall not be required) to sell to C2
or TLC, at Christiana's option, and C2 and TLC, as applicable, shall be required
to purchase, all (but not less than all) of Christiana's Membership Units for a
price equal to $7 million. To exercise this option, Christiana shall provide
notice in writing to C2 or TLC, as applicable, of such election. The closing of
any purchase pursuant to this Section 5.2 shall occur within 60 days of notice
to C2 or TLC, as applicable. The price required to be paid by C2 or TLC, as
applicable pursuant to this Section 5.2 shall be paid in cash. The rights
contained in this Section 5.2 shall expire on the date one year after the fifth
anniversary of the Effective Date.

5.3 Participation Rights.

(a) If (x) there shall be proposed a C2 Change of Control or (y) C2 shall
propose to transfer or sell all of its interest in TLC to an unrelated third
party (a "Third Party") in one or more transactions (a "TLC Disposition"),
Christiana shall have the right, but not the obligation, to participate (a "Tag
Along Right") in such transaction as follows:

(i) In the case of a C2 Change of Control, Christiana shall have a
right to sell its Membership Units to C2 and TLC as determined as set forth
below for cash at the fair market value of such Membership Units as may be
agreed to by Christiana and C2 or, in the absence of such agreement, as
determined by appraisal, as set forth below; and

(ii) In the case of a TLC Disposition, Christiana shall have the right
to sell its Membership Units to the proposed purchaser of C2's Membership
Units for the same equivalent consideration per equivalent unit in TLC, in
cash, and otherwise on the same terms as C2 sells or transfers its
interests in TLC.

The purchasing entity in the case of a C2 Change of Control shall be
determined by C2 and TLC; provided, however, that each shall be responsible for
the purchase in the event of a default by the selected purchasing entity.

B-5
<PAGE> 176

If circumstances occur which give rise to the Tag Along Right, then C2
shall give written notice ("Tag Along Notice") to Christiana providing a summary
of the terms of the proposed transaction and advising Christiana of its Tag
Along Right. The Tag Along Notice shall be required to be accompanied by the
offer to purchase required by this Section 5.3 by (x) the proposed purchasing
entity in the case of a C2 Change of Control and (y) the proposed purchaser in
the case of a proposed TLC Disposition. Christiana may exercise its Tag Along
Right by delivery of written notice to C2 within fifteen (15) days of its
receipt of the Tag Along Notice. If Christiana gives written notice indicating
that it wishes to exercise its Tag Along Right,

(1) In the case of a C2 Change of Control, Christiana shall be
obligated to sell its Membership Units to C2 or TLC, as the case may be,
and C2 and TLC shall be obligated to purchase for cash at the fair market
value of such Membership Units as may be agreed to by Christiana and C2 or,
in the absence of such agreement, as determined by a mutually acceptable
Third Party appraiser contemporaneous with the closing of the C2 Change of
Control; provided that if the parties cannot agree on an appraiser, each
shall appoint its own appraiser and those appraisers will appoint the Third
Party appraiser; and, provided, further, that the final decision of the
appraisers shall be as agreed by two of the three appraisers; and

(2) In the case of a TLC Disposition, Christiana shall be obligated to
sell its Membership Units, and the proposed purchaser shall be obligated to
purchase, for the same equivalent consideration per equivalent unit in TLC
and otherwise on the same terms as C2 sells or transfers its interests in
TLC with the sale to occur on or prior to the closing of the TLC
Disposition; provided, however, that Christiana shall receive its
equivalent consideration per equivalent unit in TLC in cash.

No transaction which would result in a C2 Change of Control may be effected
unless such transaction is effected in full compliance with the terms of this
Section 5.3.

(b) For the purposes of this Section 5.3, a "C2 Change of Control" shall be
defined to be (x) a transfer, conveyance or other disposition of shares of C2
stock by a member of the Lubar Family, (y) the issuance by C2 of any additional
shares of C2 stock or (z) a merger, consolidation, conversion or share exchange
or other similar transaction involving C2, if, after giving effect to such
transaction described in (x), (y) or (z), the Lubar Family shall cease to
beneficially own (defined to mean both the right to vote and dispose of the full
economic interests in the shares) at least 25% of all of the voting and
ownership interests in C2 or the resulting entity.

(c) For the purposes of this Section 5.3, the "Lubar Family" shall be
defined to be Sheldon B. Lubar, Joan P. Lubar, David J. Lubar, Kristine L.
Thomson, Susan L. Solvang, their spouses, their children, trusts for the benefit
of any of the foregoing and the Lubar Family Foundation.

6. Indemnification.

6.1 Indemnification Matters.

(a) Indemnification. Each of C2 and TLC, jointly and severally, hereby
agree to indemnify, defend and hold Christiana, Weatherford and their respective
officers, directors, employees, agents and assigns (collectively, the
"Weatherford Indemnified Parties") harmless from and against any and all
Liabilities or Environmental Liabilities (including, without limitation,
reasonable fees and expenses of attorneys, accountants, consultants and experts)
that the Weatherford Indemnified Parties incur, are subject to a claim for, or
are subject to, that are based upon, arising out of, relating to or otherwise in
respect of:

(i) Any breach of any covenant or agreement of C2 or TLC contained in
this Agreement or in any other agreement contemplated hereby;

(ii) The acts or omissions of Christiana or any Christiana Company on
or before the Effective Date;

(iii) The acts or omissions of TLC, any Christiana Company or any of
its Affiliates (other than Christiana or Weatherford) or the conduct of any
business by them on or after the Effective Date (it being understood that
this indemnification shall not apply to acts or omissions by Christiana or
Weatherford after the Effective Date);

(iv) The Assumed Liabilities;

(v) Any and all amounts for which Christiana or Weatherford may be
liable on account of any claims, administrative charges, self-insured
retentions, deductibles, retrospective premiums or fronting

B-6
<PAGE> 177

provisions in insurance policies, including as the result of any uninsured
period, insolvent insurance carriers or exhausted policies, arising from
claims by Christiana or any Christiana Company, or the employees of any of
the foregoing, or claims by insurance carriers of Christiana or any
Christiana Company for indemnity arising from or out of claims by or
against Christiana or any Christiana Company for acts or omissions of
Christiana or any Christiana Company, or related to any current or past
business of Christiana or any Christiana Company or any product or service
provided by Christiana or any Christiana Company in whole or part prior to
the Effective Date;

(vi) Any settlements or judgments in any litigation commenced by one
or more insurance carriers against Christiana or Weatherford on account of
claims by any Christiana Company or employees of any Christiana Company
and, if filed prior to the Effective Date, by Christiana or any employee of
Christiana;

(vii) Any Taxes (other than Weatherford Related Taxes) as a result of
the Logistic Sale and any Taxes as a result of the Merger subsequently
being determined to be a taxable transaction for foreign, federal, state or
local law purposes regardless of the theory or reason for the transactions
being subject to Tax;

(viii) The on-site or off-site handling, storage, treatment or
disposal of any Waste Materials generated by Christiana or any Christiana
Company on or prior to the Effective Date or any Christiana Company at any
time;

(ix) Any COBRA Liability with respect to any employees of Christiana
or any Christiana Company prior to the Closing;

(x) Any and all Environmental Conditions, known or unknown, existing
on, at or underlying any of the Properties on or prior to the Effective
Date;

(xi) Any and all Liabilities incurred by Christiana or Weatherford
pursuant to its obligations hereunder in seeking to obtain or obtaining any
consent or approval to assign and transfer any interest in TLC;

(xii) Any acts or omissions of Christiana or any Christiana Company
relating to the ownership or operation of the business of Christiana or any
Christiana Company or the Properties on or prior to the Effective Date;

(xiii) Any Liability relating to any claim or demand by any
stockholder of Christiana or Weatherford with respect to the Merger, the
Logistic Sale or the transactions relating thereto; and

(xiv) Any Liability relating to any Christiana or any Christiana
Company employee benefit or welfare plans arising out of circumstances
occurring on or prior to the Effective Date.

(b) Allocation of Liability Payment Obligations. To the extent a Liability
exists or a claim for indemnification is made by a Weatherford Indemnified Party
hereunder, such Liability shall be paid and such claim shall be defended and
paid as follows:

(i) If the Liability or claim relates primarily to the historic
assets, liabilities, operations or businesses of TLC (the "TLC Historic
Business"), TLC shall, as between C2 and TLC, be primarily responsible for
the payment of such Liability and the defense and payment of such claim. If
TLC does not defend or pay such claim, C2 shall be responsible for the
defense and payment of such claim.

(ii) If the Liability or claim relates primarily to a matter other
than the TLC Historic Business, C2 shall, as between C2 and TLC and subject
to the provisions of clause (iii) below, be primarily responsible for the
payment of such Liability and the defense and payment of such claim. If C2
does not defend or pay such claim, TLC shall be responsible for the defense
and payment of such claim.

(iii) If the Liability or claim relates primarily to a matter other
than the TLC Historic Business, the costs of defense and payment of the
Liability shall be paid by Weatherford to the extent and only to the extent
of the Christiana Retained Cash (as defined in the Merger Agreement);
provided that once such Christiana Retained Cash is paid pursuant to the
Merger Agreement, Weatherford shall have no obligation to pay such amounts.
Any such payments shall be subject to Weatherford being provided with
reasonable documentation regarding the payment obligations.

B-7
<PAGE> 178

(iv) If TLC pays any amounts relating to an Assumed Liability or an
indemnification claim hereunder, Christiana shall be entitled to receive a
cash payment equal to one-third of any such amount paid when and if (i) TLC
or all or substantially all of its assets are sold, (ii) there is a sale of
Membership Units by C2 or (iii) there is a direct or indirect transfer or
sale of the membership units of TLC held by C2 or of the membership units
of C2. The obligation to pay such amounts shall be payable by C2.

(v) To secure the obligations of C2 hereunder, C2 shall pledge to
Christiana all of C2's interest in TLC, including all rights to
distributions in respect thereof, pursuant to a pledge agreement in such
form and having such terms as Christiana may reasonably request.

(vi) Notwithstanding the foregoing, nothing contained in this
Agreement shall be construed to be an assumption of any obligation or
responsibility by Weatherford of any Assumed Liabilities and its
obligations hereunder shall be personal to TLC and C2 to the extent and
only to the extent Weatherford has agreed to fund the payment of indemnity
claims by it with the Christiana Retained Cash as expressly provided
herein. No third party shall be deemed to have any rights against
Weatherford as result of this Agreement.

(c) Absolute Indemnity. NONE OF THE WEATHERFORD INDEMNIFIED PARTIES WILL
BE OBLIGATED TO INSTITUTE ANY LEGAL PROCEEDINGS IN CONNECTION WITH THE
COLLECTION OR PURSUIT OF ANY INSURANCE IN ORDER TO EXERCISE AN INDEMNIFICATION
REMEDY UNDER THIS SECTION VI. UNLESS OTHERWISE SPECIFICALLY EXPRESSED, THIS
INDEMNITY OBLIGATION SHALL APPLY WITHOUT REGARD TO WHETHER THE LIABILITY OR
ENVIRONMENTAL LIABILITY WAS CAUSED BY THE ORDINARY OR GROSS NEGLIGENCE OF ANY OF
THE WEATHERFORD INDEMNIFIED PARTIES (WHETHER SUCH NEGLIGENCE BE SOLE, JOINT OR
CONCURRENT OR ACTIVE OR PASSIVE), OR WHETHER THE LIABILITY OR ENVIRONMENTAL
LIABILITY IS BASED ON STRICT LIABILITY, ABSOLUTE LIABILITY OR ARISES AS AN
OBLIGATION OF CONTRIBUTION OR INDEMNITY. EACH OF C2 AND TLC ACKNOWLEDGES THAT IT
IS AWARE OF VARIOUS THEORIES KNOWN AS THE "EXPRESS NEGLIGENCE" DOCTRINE AND
OTHER SIMILAR DOCTRINES AND THEORIES THAT MAY LIMIT INDEMNIFICATION AND AGREES
AND STIPULATES THAT THE PROVISIONS OF THIS AGREEMENT REFLECT THE EXPRESS INTENT
OF THE PARTIES THAT THE INDEMNIFICATION TO BE PROVIDED BY TLC AND C2 APPLY
NOTWITHSTANDING THE FACT THAT THE LIABILITY OR ENVIRONMENTAL LIABILITY (I) MAY
NOT CURRENTLY BE KNOWN BY IT OR MANIFEST ITSELF IN ANY REGARD, (II) MAY ARISE
UNDER A STATUTE OR THEORY THAT MAY NOT CURRENTLY EXIST OR BE KNOWN TO TLC, (III)
MAY ARISE AS A RESULT OF A NEGLIGENT ACT OR OMISSION BY ANY OF THE WEATHERFORD
INDEMNIFIED PARTIES (WHETHER SUCH CONDUCT BE SOLE, JOINT OR CONCURRENT OR ACTIVE
OR PASSIVE) OR (IV) MAY CONSTITUTE A VIOLATION OF ANY APPLICABLE CIVIL OR
CRIMINAL LAW OR REGULATION.

6.2 Notice of Circumstance. After receipt by a Weatherford Indemnified
Party of notice, or a Weatherford Indemnified Party's actual discovery, of any
action, proceeding, claim, demand or potential claim which could give rise to a
right to indemnification pursuant to any provision of this Agreement (any of
which is individually referred to a as a "Circumstance"), the Weatherford
Indemnified Party shall give TLC and C2 (collectively the "TLC Parties") written
notice describing the Circumstances in reasonable detail; provided, however,
that no delay by a Weatherford Indemnified Party in notifying the TLC Parties
shall relieve the TLC Parties from any Liability or Environmental Liability
hereunder unless (and then solely to the extent) the TLC Parties' position is
actually adversely prejudiced. In the event the TLC Parties notifies the
Weatherford Indemnified Party within 15 days after such notice that the TLC
Parties is assuming the defense thereof, (i) the TLC Parties will defend the
Weatherford Indemnified Parties against the Circumstances with counsel of its
choice, provided such counsel is reasonably satisfactory to Weatherford, (ii)
the Weatherford Indemnified Parties may retain separate co-counsel at its or
their sole cost or expense (except that the TLC Parties will be responsible for
the fees and expenses for the separate co-counsel to the extent Weatherford
concludes reasonably that the counsel the TLC Parties has selected has a
conflict of interest), (iii) the Weatherford Indemnified Parties will not
consent to the entry of any judgment or enter into any settlement with respect
to the Circumstances without the written consent of the TLC Parties, and (iv)
the TLC Parties

B-8
<PAGE> 179

will not consent to the entry of any judgment with respect to the Circumstances,
or enter into any settlement which (x) requires any payments by or continuing
obligations of a Weatherford Indemnified Party, (y) requires a Weatherford
Indemnified Party to admit any facts or liability that could reasonably be
expected to adversely affect a Weatherford Indemnified Party in any other matter
or (z) does not include a provision whereby the plaintiff or claimant in the
matter released the Weatherford Indemnified Parties from all Liability with
respect thereto, without the written consent of Weatherford. In the event the
TLC Parties does not notify Weatherford within 15 days after Weatherford has
given notice of the Circumstance that the TLC Parties is assuming the defense
thereof, the Weatherford Indemnified Parties may defend against, or enter into
any settlement with respect to, the Circumstance in any manner the Weatherford
Indemnified Parties reasonably may deem appropriate, at the TLC Parties' sole
cost. The foregoing provisions shall be subject to the provisions of Section
6.1(b).

6.3 Insurance. The TLC Parties shall not be obligated to indemnify the
Weatherford Indemnified Parties for amounts which shall have been covered and
paid by insurance of the Weatherford Indemnified Parties, provided, however,
insurance shall not include deductibles or self-insured retentions.

6.4 Scope of Indemnification. INDEMNIFICATION UNDER THIS SECTION VI SHALL
BE IN ADDITION TO ANY REMEDIES CHRISTIANA, WEATHERFORD OR ANY WEATHERFORD
INDEMNIFIED PARTY MAY HAVE AT LAW OR EQUITY. THERE SHALL BE NO TIME LIMIT AS TO
C2'S OR TLC'S INDEMNIFICATION OBLIGATIONS HEREUNDER.

6.5 Indemnity for Certain Environmental Liabilities. It is the intention
of the parties that the indemnity provided herein with respect to Environmental
Liabilities under CERCLA and corresponding provisions of state law is an
agreement expressly not barred by 42 U.S.C. sec. 9607(e)(i) and corresponding
provisions of state law.

6.6 C2 and TLC Covenants. To assure the performance of the obligations of
C2 and TLC under this Agreement, C2 and TLC each hereby covenants and agrees
that it will not, and will cause its subsidiaries to not, merge, convert into
another entity, engage in a share or interest exchange for a majority of its
units or shares, liquidate or transfer, assign or otherwise convey or allocate,
directly or indirectly, in one or more transactions, whether or not related, a
majority of C2's or TLC's assets (determined in good faith by a board or similar
managing body's resolution prior to the transaction on a fair value and
consolidated basis) to any Person unless the acquiring Person expressly assumes
the obligations of C2 or TLC, as the case may be, hereunder, (ii) executes and
delivers to Christiana and Weatherford an agreement agreeing to be bound by each
and every provision of this Agreement as if it were C2 or TLC, as the case may
be,and (iii) has a net worth on a pro forma basis after giving effect to the
acquisition or business combination equal to or greater than that of C2 or TLC,
as the case may be, on a consolidated basis.

7. Miscellaneous.

7.1 Waiver and Amendment. Any provision of this Agreement may be waived at
any time by the party that is entitled to the benefits thereof. This Agreement
may not be amended or supplemented at any time, except by an instrument in
writing signed on behalf of each party hereto, provided that this Agreement may
be amended only as may be permitted by the laws that govern Weatherford, TLC,
Christiana and C2. The waiver by any party hereto of any condition or of a
breach of another provision of this Agreement shall not operate or be construed
as a waiver of any other condition or subsequent breach. The waiver by any party
hereto of any of the conditions precedent to its obligations under this
Agreement shall not preclude it from seeking redress for breach of this
Agreement other than with respect to the condition so waived.

7.2 Arbitration. Any disputes, claims or controversies connected with,
arising out of, or related to, this Agreement and the rights and obligations
created herein, or the breach, validity, existence or termination hereof, shall
be settled by Arbitration to be conducted in accordance with the Commercial
Rules of Arbitration of the American Arbitration Association, except as such
Commercial Rules may be changed by this Section 7.2. The disputes, claims or
controversies shall be decided by three independent arbitrators (that is,
arbitrators having no substantial economic or other material relationship with
the parties), one to be appointed by TLC and C2 and one to be appointed by
Weatherford within fourteen days following the submission of the claim to the
parties hereto and the third to be appointed by the two so appointed within five
days. Should either party refuse or neglect to join in the timely appointment of
the arbitrators, the other party shall be entitled to select both

B-9
<PAGE> 180

arbitrators. Should the two arbitrators fail timely to appoint a third
arbitrator, either party may apply to the Chief Judge of the United States
District Court for the Southern District of Texas to make such appointment. The
arbitrators shall have ninety days after the selection of the third arbitrator
within which to allow discovery, hear evidence and issue their decision or award
and shall in good faith attempt to comply with such time limits; provided,
however, if two of the three arbitrators believe additional time is necessary to
reach a decision, they may notify the parties and extend the time to reach a
decision in thirty day increments, but in no event to exceed an additional
ninety days. Discovery of evidence shall be conducted expeditiously by the
Parties, bearing in mind the parties desire to limit discovery and to expedite
the decision or award of the arbitrators at the most reasonable cost and expense
of the parties. Judgment upon an award rendered pursuant to such Arbitration may
be entered in any court having jurisdiction, or application may be made to such
court for a judicial acceptance of the award, and an order of enforcement, as
the case may be. The place of Arbitration shall be Houston, Texas. The decision
of the arbitrators, or a majority thereof, made in writing, shall be final and
binding upon the parties hereto as to the questions submitted, and each party
shall abide by such decision. Notwithstanding the provisions of this Section
7.2, neither party shall be prohibited from seeking injunctive relief pending
the completion of any arbitration. The costs and expenses of the arbitration
proceeding, including the fees of the arbitrators and all costs and expenses,
including legal fees and witness fees, incurred by the prevailing party, shall
be borne by the losing party.

Solely for purposes of injunctive relief, orders in aid of arbitration and entry
of the arbitrator's award:

(a) each of the parties hereto irrevocably consents to the non-exclusive
jurisdiction of, and venue in, any state court located in Harris County, Texas
or any federal court sitting in the Southern District of Texas in any suit,
action or proceeding seeking injunctive relief, arising out of or relating to
this Agreement or any of the other agreements contemplated hereby and any other
court in which a matter that may result in a claim for indemnification hereunder
by a Weatherford Indemnified Party may be brought with respect to any claim for
indemnification by a Weatherford Indemnified Party;

(b) each of the parties hereto waives, to the fullest extent permitted by
law, any objection that it may now or hereafter have to the laying of venue of
any suit, action or proceeding seeking injunctive relief, orders in aid of
arbitration or entry of an arbitration arising out of or relating to this
Agreement or any of the other agreements contemplated hereby brought in any
state court located in Harris County, Texas or any federal court sitting in the
Southern District of Texas or any other court in which a matter that may result
in a claim for indemnification hereunder by a Weatherford Indemnified Party may
be brought with respect to any claim for indemnification by a Weatherford
Indemnified Party, and further irrevocably waive any claim that any such suit,
action or proceeding brought in any such court has been brought in an
inconvenient forum; and

(c) each of the parties hereto irrevocably designates, appoints and
empowers CT Corporation System, Inc. and any successor thereto as its designee,
appointee and agent to receive, accept and acknowledge for and on its behalf,
and in respect of its property, service of any and all legal process, summons,
notices and documents which may be served in any suit, action or proceeding
arising out of or relating to this Agreement or any of the other agreements
contemplated hereby.

7.3 Assignment. This Agreement shall inure to the benefit of and will be
binding upon the parties hereto and their respective legal representatives,
successors and permitted assigns. Nothing in this Agreement, express or implied,
is intended to or shall confer upon any person other than TLC, C2, Christiana,
Weatherford, and the Weatherford Indemnified Parties any rights, benefits or
remedies of any nature whatsoever under or by reason of this Agreement.

B-10
<PAGE> 181

7.4 Notices. All notices, requests, demands, claims and other
communications which are required to be or may be given under this Agreement
shall be in writing and shall be deemed to have been duly given if (i) delivered
in Person or by courier, (ii) sent by telecopy or facsimile transmission, answer
back requested, or (iii) mailed, certified first class mail, postage prepaid,
return receipt requested, to the parties hereto at the following addresses:

if to Weatherford:

Weatherford International, Inc.
5 Post Oak Park, Suite 1760
Houston, Texas 77027
Attn: Curtis W. Huff
Facsimile: (713) 297-8488

with a copy to:

Fulbright & Jaworski, L.L.P.
1301 McKinney, Suite 5100
Houston, Texas 77010-3095
Attn: Charles L. Strauss
Facsimile: (713) 651-5246

if to TLC:

Total Logistic Control, LLC
700 N. Water Street
Suite 1200
Milwaukee, Wisconsin 53202
Attn: William T. Donovan
Facsimile: (414) 291-9061

with a copy to:

Foley & Lardner
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
Attn: Joseph B. Tyson, Jr.
Facsimile: (414) 297-4900

if to Christiana:

5 Post Oak Park, Suite 1760
Houston, Texas 77027
Attn: Curtis W. Huff
Facsimile: (713) 297-8488

with a copy to:

Fulbright & Jaworski, L.L.P.
1301 McKinney, Suite 5100
Houston, Texas 77010-3095
Attn: Charles L. Strauss
Facsimile: (713) 651-5246

if to C2:

700 N. Water Street
Suite 1200
Milwaukee, Wisconsin 53202
Attn: William T. Donovan
Facsimile: (414) 291-9061

with a copy to:

Foley & Lardner
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
Attn: Joseph B. Tyson, Jr.
Facsimile: (414) 297-4900

or to such other address as any party shall have furnished to the other by
notice given in accordance with this Section 7.4. Such notices shall be
effective, (i) if delivered in Person or by courier, upon actual receipt by the
intended recipient, (ii) if sent by telecopy or facsimile transmission, when the
answer back is received, or (iii) if mailed, upon the earlier of five days after
deposit in the mail and the date of delivery as shown by the return receipt
therefor.

7.5 Governing Law. All questions arising out of this Agreement and the
rights and obligations created herein, or its validity, existence,
interpretation, performance or breach shall by governed by the laws of the State
of Texas without regard to conflict of laws principles.

7.6 Severability. If any provision of this Agreement is held to be
unenforceable, this Agreement shall be considered divisible and such provision
shall be deemed inoperative to the extent it is deemed unenforceable, and in all
other respects this Agreement shall remain in full force and effect; provided,
however, that if any such provision may be made enforceable by limitation
thereof, then such provision shall be deemed to be so limited and shall be
enforceable to the maximum extent permitted by applicable law.

7.7 Counterparts. This Agreement may be executed in counterparts, each of
which shall be an original, but all of which together shall constitute one and
the same agreement.

7.8 Headings. The Section headings herein are for convenience only and
shall not affect the construction hereof.

B-11
<PAGE> 182

7.9 Entire Agreement. This Agreement constitutes the entire agreement and
supersedes all other prior agreements and understandings, both oral and written,
among the parties or any of them, with respect to the subject matter hereof.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.

WEATHERFORD INTERNATIONAL, INC.
("Weatherford")

By: /s/ BERNARD J. DUROC-DANNER

----------------------------------
Title: President

---------------------------------

TOTAL LOGISTIC CONTROL, LLC
("TLC")

By: /s/ WILLIAM T. DONOVAN

----------------------------------
Title: Vice President

---------------------------------

CHRISTIANA COMPANIES, INC.
("Christiana")

By: /s/ WILLIAM T. DONOVAN

----------------------------------
Title: President

---------------------------------

C2, INC.
("C2")

By: /s/ WILLIAM T. DONOVAN

----------------------------------
Title: President

---------------------------------

B-12
<PAGE> 183

APPENDIX C

TOTAL LOGISTIC CONTROL, LLC

FIRST AMENDED AND RESTATED

OPERATING AGREEMENT

, 1999
<PAGE> 184

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C> <C>
ARTICLE I FORMATION................................................. C-3
1.01 Definitions................................................. C-3
1.02 Formation; Name............................................. C-3
1.03 Purposes.................................................... C-3
1.04 Registered and Principal Offices............................ C-3
1.05 Term........................................................ C-3
1.06 Foreign Qualification....................................... C-3
1.07 No State Law Partnership.................................... C-4
1.08 Partnership Classification.................................. C-4
ARTICLE II MEMBERS.................................................. C-4
2.01 Members..................................................... C-4
2.02 Admission of Additional Members............................. C-4
ARTICLE III CAPITAL CONTRIBUTIONS................................... C-4
3.01 Capital Contributions by Members............................ C-4
3.02 Purchase of Units by C2, Inc................................ C-4
3.03 Loans to the Company........................................ C-4
3.04 Withdrawal and Return of Contributions...................... C-4
3.05 Interest on Contributions................................... C-4
3.06 Limitation on Member's Deficit Make-up...................... C-4
3.07 Capital Accounts............................................ C-4
3.08 Units....................................................... C-5
ARTICLE IV ALLOCATIONS.............................................. C-5
4.01 Profits and Losses.......................................... C-5
4.02 Tax Allocations............................................. C-5
4.03 Construction................................................ C-5
ARTICLE V DISTRIBUTIONS............................................. C-5
5.01 Current Tax Distributions................................... C-5
5.02 Other Distributions......................................... C-6
5.03 Amounts Withheld............................................ C-6
5.04 Distribution Restrictions................................... C-6
ARTICLE VI MANAGEMENT............................................... C-6
6.01 Voting and Decisions........................................ C-6
6.02 Restriction on Transactions................................. C-6
6.03 Regular Meetings............................................ C-6
6.04 Special Meetings............................................ C-7
6.05 Quorum...................................................... C-7
6.06 Notice...................................................... C-7
6.07 Manner of Acting............................................ C-7
6.08 Vacancies................................................... C-7
6.09 Presumption of Assent....................................... C-7
6.10 Resignation of Manager...................................... C-7
6.11 Action Without Meeting...................................... C-7
6.12 Telephonic Meetings......................................... C-7
6.13 Reliance by Third Parties................................... C-8
6.14 Filing of Documents......................................... C-8
6.15 Limitation on Liability; Indemnification.................... C-8
C-8
6.16 Delegation to Members or Representatives of Members......... '
</TABLE>

C-1
<PAGE> 185

<TABLE>
<CAPTION>
PAGE
----
<S> <C> <C>
6.17 Time Devoted to Business.................................... C-9
6.18 Compensation of Members and Officers........................ C-9
ARTICLE VII ASSIGNMENT, TRANSFER AND REPURCHASE OF MEMBER'S UNITS AND
DISASSOCIATION..................................................... C-9
7.01 Assignment and Transfer..................................... C-9
7.02 Disassociation.............................................. C-11
7.03 Restraining Order........................................... C-11
ARTICLE VIII DISSOLUTION AND WINDING UP.............................. C-11
8.01 Dissolution................................................. C-11
8.02 Winding Up and Liquidation.................................. C-11
8.03 Compliance With Timing Requirements of Regulations.......... C-12
ARTICLE IX BOOKS, REPORTS, ACCOUNTING, AND TAX ELECTIONS............. C-12
9.01 Books and Records........................................... C-12
9.02 Fiscal Year and Method of Accounting........................ C-12
9.03 Reports and Statements...................................... C-12
9.04 Tax Elections............................................... C-12
9.05 Tax Matters Partner......................................... C-13
ARTICLE X MISCELLANEOUS.............................................. C-13
10.01 Amendments.................................................. C-13
10.02 Bank Accounts............................................... C-13
10.03 Binding Effect.............................................. C-13
10.04 Rules of Construction....................................... C-13
10.05 Choice of Law and Severability.............................. C-13
10.06 Counterparts................................................ C-13
10.07 Entire Agreement............................................ C-13
10.08 Last Day for Performance Other Than a Business Day.......... C-13
10.09 Notices..................................................... C-13
10.10 Title to Property; No Partition............................. C-14
ARTICLE XI GLOSSARY.................................................. C-14
</TABLE>

C-2
<PAGE> 186

TOTAL LOGISTIC CONTROL, LLC

FIRST AMENDED AND RESTATED

OPERATING AGREEMENT

THIS FIRST AMENDED AND RESTATED OPERATING AGREEMENT (this "Operating
Agreement") is effective as of the [ ] day of [ ], 1999, between
Christiana Companies, Inc., a Wisconsin corporation, and C2, Inc., a Wisconsin
corporation (individually, "Member", and collectively, the "Members").
WITNESSETH:

WHEREAS, Christiana Companies, Inc. has formed a limited liability company
known as Total Logistic Control, LLC (the "Company"), by causing the filing of a
Certificate of Organization (the "Certificate") pursuant to the Act;

WHEREAS, C2, Inc. desires to acquire an interest in the Company and
Christiana Companies, Inc. desires to sell a portion of its interest to C2, Inc.
pursuant to the terms and conditions of that certain Agreement by and among
Weatherford International, Inc., a Delaware corporation, Christiana Acquisition
Co., a Wisconsin corporation, Christiana Companies, Inc., a Wisconsin
corporation, and C2, Inc., a Wisconsin corporation, dated December 12, 1997, as
amended by Amendment No. 1 dated as of May 26, 1998, Amendment No. 2 dated as of
October 14, 1998 and Amendment No. 3 dated January 5, 1999 (the "Purchase
Agreement").

WHEREAS, the parties hereto desire to set forth in full all of the terms
and conditions of their agreements and understandings in this Operating
Agreement;

NOW, THEREFORE, in consideration of the foregoing, of the mutual promises
contained herein, and of other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending
legally to be bound, hereby agree as follows:

ARTICLE I

FORMATION

1.01 Definitions. Capitalized terms used in this Operating Agreement shall
have the meanings set forth in the text of this Operating Agreement in the
Glossary contained in Article XI.

1.02 Formation; Name. Christiana Companies, Inc. formed the Company as a
limited liability company pursuant to the Act by causing, on June 13, 1997, the
Certificate to be filed with the Delaware Secretary of State, which shall
constitute notice that the Company is a limited liability company. The Company's
name shall be Total Logistic Control, LLC.

1.03 Purposes. The purposes of the Company shall be to engage in any and
all general business activities permissible under the Act.

1.04 Registered and Principal Offices. The registered office of the
Company shall initially be located at 1209 Orange Street, Wilmington (County of
New Castle), Delaware, 19801. The registered agent of the Company shall be the
Corporation Trust Company, whose address is the same as that of the registered
office. The principal office of the Company shall be located at 777 East
Wisconsin Avenue, Milwaukee, Wisconsin 53202. The Board of Managers may
establish additional offices or may relocate the principal or registered
offices.

1.05 Term. The Company's term officially began on June 13, 1997, and shall
continue until terminated by operation of law or by some provision of this
Operating Agreement.

1.06 Foreign Qualification. Prior to the Company's conducting business in
any jurisdiction other than Delaware, the Board of Managers shall cause the
Company to comply, to the extent procedures are available and those matters are
reasonably within the control of the Board of Managers, with all requirements
necessary to qualify the Company as a foreign limited liability company in that
jurisdiction. Each Member shall execute, acknowledge, swear to, and deliver all
certificates and other instruments conforming with this Operating Agreement that
are necessary or appropriate to qualify, continue, and terminate the Company as
a foreign limited liability company in all such jurisdictions in which the
Company may conduct business.

C-3
<PAGE> 187

1.07 No State Law Partnership. The Members intend that the Company be
operated in a manner consistent with its treatment as a partnership for federal
and state income tax purposes and not be operated or treated as a "partnership"
(including, without limitation, a limited partnership or joint venture) for any
other purpose, including, but not limited to, Section 303 of the Federal
Bankruptcy Code, and this Operating Agreement shall not be construed to suggest
otherwise. No Member shall take any action inconsistent with the express intent
of the parties hereto as set forth herein.

1.08 Partnership Classification. The Members hereby agree that the Company
shall not be operated or treated as an "association" taxed as a corporation
under the Code and that no election shall be made under the Treasury Regulations
by the Members, the Members or any officer to treat the Company as an
"association" taxable as a corporation without the prior unanimous written
consent of the Members.

ARTICLE II

MEMBERS

2.01 Members. The names and business addresses of the Members of the
Company are set forth on Exhibit A hereto.

2.02 Admission of Additional Members. Additional members may be admitted
to the Company only with Member Approval.

ARTICLE III

CAPITAL CONTRIBUTIONS

3.01 Capital Contributions by Members.

(a) Initial Capital Contributions. The initial capital contribution
made by Christiana Companies, Inc. to the Company in exchange for its 100%
percentage interest in the Company is set forth on Exhibit C to this
Operating Agreement of Total Logistic Control, LLC dated June 13, 1997.
Christiana Companies, Inc.'s 100% percentage interest is hereby restated as
1,000 Units in the Company.

(b) Additional Capital Contributions. No additional capital
contributions to the Company shall be required. Additional capital
contributions to the Company may be made with Manager Approval. No
additional Units in the Company may be issued without prior Member
Approval.

3.02 Purchase of Units by C2, Inc. Pursuant to the terms and conditions of
the Purchase Agreement, C2, Inc. purchased 666.667 of the Units in the Company
held by Christiana Companies, Inc. Immediately following such purchase, each
Member holds the number of Units in the Company set forth on Exhibit A hereto.

3.03 Loans to the Company. Except as set forth in this Operating
Agreement, no Member shall make a loan to the Company without Manager Approval.

3.04 Withdrawal and Return of Contributions. No Member shall be entitled
to withdraw or to the return of its capital contributions. No Member shall have
the right to demand and receive property other than cash in return for its
contributions, except that upon dissolution, the Members shall be entitled to
share in the distribution of the remaining assets of the Company in accordance
with Article VIII of this Operating Agreement.

3.05 Interest on Contributions. Capital contributions to the Company shall
not earn interest.

3.06 Limitation on Member's Deficit Make-up. The Members shall have no
obligation to restore any deficit in their Capital Accounts.

3.07 Capital Accounts.

(a) Maintenance of Capital Accounts. A separate Capital Account shall
be maintained and adjusted for each Member on the books and records of the
Company in accordance with the Code and the Treasury Regulations. The
initial balance of each Member's Capital Account shall be the amount of its
initial contribution to the Company.

(b) Transfers. In the event any interest in the Company is transferred
in accordance with the terms of this Operating Agreement, the transferee
shall succeed to the Capital Account of the transferor to the extent it
relates to the transferred interest.

C-4
<PAGE> 188

(c) Revaluation. In the event the Values of Company assets are
adjusted pursuant to the definition of the term "Value" in Article XI
hereof, the Capital Accounts of all Members shall be adjusted
simultaneously to reflect the aggregate net adjustment as if the Company
recognized gain or loss equal to the amount of such aggregate net
adjustment, and such adjustment shall be allocated to the Members in
accordance with Article IV hereof.

(d) Interpretation. The manner in which Capital Accounts are to be
maintained pursuant to this Section 3.07 is intended to and shall be
construed so as to comply with the requirements of Section 704(b) of the
Code and the Treasury Regulations promulgated thereunder.

3.08 Units. The membership interests in the Company shall be divided into
Units. Except as set forth herein, each Unit shall have identical preferences,
limitations, and other relative rights.

ARTICLE IV

ALLOCATIONS

4.01 Profits and Losses. Except as otherwise provided in Section 4.02
hereof, Profits and Losses shall be allocated among the Members in proportion to
the number of Units held by such Members.

4.02 Tax Allocations.

(a) Capital Contributions. In accordance with section 704(c) of the
Code and the Treasury Regulations under that section, income, gain, loss,
and deduction with respect to any capital contribution shall, solely for
tax purposes, be allocated among the Members so as to take account of any
variation between the adjusted basis of the capital contribution for
federal income tax purposes and its initial Value.

(b) Adjustment of Value. If the Value of any Company asset is
adjusted, subsequent allocations of income, gain, loss, and deduction with
respect to the asset shall take account of any variation between the
asset's adjusted basis for federal income tax purposes and its Value as so
adjusted in the same manner as under section 704(c) of the Code and the
Treasury Regulations under that section.

(c) Elections. Any elections or other decisions relating to the
allocations shall be made by the Board of Managers in any manner that
reasonably reflects the purpose and intent of this Operating Agreement.
Allocations pursuant to this Section 4.02 are solely for purposes of
national, state and local taxes and shall not affect, or in any way be
taken into account in computing, any Capital Account or share of Profits
and Losses, other items, or Distributions pursuant to any provision of this
Operating Agreement.

(d) Determination of Allocable Amounts. For purposes of determining
the Profits and Losses, or any other items of income, gain, loss, or
deduction allocable to any fiscal period, Profits and Losses, and any other
such items shall be determined on a daily, monthly, or other basis, as
determined by the Board of Managers using any permissible method under
section 706 of the Code and the Treasury Regulations under that section.

(e) Income Tax Consequences. The Members are aware of the income tax
consequences of the allocations made by this Article IV and agree to be
bound by the provisions of this Article IV in reporting their shares of
income, gain, loss, and deductions for income tax purposes.

4.03 Construction. The provisions of this Article IV (and other related
provisions in this Operating Agreement) pertaining to the allocation of items of
Company income, gain, loss, deductions, and credits shall be interpreted
consistently with the Treasury Regulations, and to the extent unintentionally
inconsistent with such Treasury Regulations, shall be deemed to be modified to
the extent necessary to make such provisions consistent with the Treasury
Regulations.

ARTICLE V

DISTRIBUTIONS

5.01 Current Tax Distributions. To the extent permitted by law and
consistent with the Company's obligations to its creditors, the Company shall
make distributions ("Tax Distributions") in accordance with this Section 5.01 on
or before April 15, June 15, September 15 and December 15 of each year. The
aggregate

C-5
<PAGE> 189

amount of the Tax Distribution made with respect to a given date shall be the
product of (1) the Company's estimated federal taxable income (computed without
taking into account any asset change in value due to the Purchase Agreement, for
the calendar quarter that includes such date, multiplied by (2) the sum of (i)
the highest corporate federal income tax rate as stated in the Internal Revenue
Code, plus (ii) the highest corporate Wisconsin income tax rate as stated in
Wisconsin law, minus (iii) the product of (i) and (ii). The aggregate amount of
each Tax Distribution shall be distributed to the Members in proportion to the
number of Units held by such Members.

5.02 Other Distributions. At such times and in such form as may be
determined by Member Approval, distributions (in addition to the distributions
described in Sections 5.01 and 5.03) shall be made to the Members in proportion
to the number of Units held by each such Member.

5.03 Amounts Withheld. All amounts withheld pursuant to the Code or any
provision of any state or local tax law with respect to any payment or
distribution to the Members shall be treated as amounts distributed to the
Members pursuant to this Article V for all purposes under this Operating
Agreement.

5.04 Distribution Restrictions. The Company shall make no distribution if,
and to the extent, that after such distribution, the Company would not be able
to pay its debts as they become due in the usual course of business, or the fair
value of the Company's total assets would be less than the sum of its total
liabilities.

ARTICLE VI

MANAGEMENT

6.01 Voting and Decisions. Subject to the provisions of Section 6.02, the
management of the Company shall be vested in a Board of Managers. The initial
Board of Managers shall consist of six Managers. Each Manager shall be elected
by the vote or written consent of the Members owning at least a majority of the
Units in the Company provided, however, that Christiana Companies, Inc. and C2,
Inc. shall at all times each be entitled to elect, without the consent of any
other Member, a number of Managers that is proportionate to the number of Units
in the Company held by Christiana Companies, Inc. and C2, Inc., respectively.

6.02 Restriction on Transactions. The following actions shall require
Member Approval:

(a) The authorization or issuance of additional Units except for the
issuance of up to 101 Units to Company management for management incentive
options with five year cliff vesting;

(b) The authorization or payment of any distribution with respect to
Units, except for payment of any distribution that is necessary for C2,
Inc. to fulfill its obligation with respect to Section 5.2 of the Purchase
Agreement;

(d) The approval of any merger, consolidation or other similar
transaction involving the Company or any subsidiary of the Company or sale
of all or substantially all of the operating assets of the Company or any
subsidiary of the Company in one or more transactions;

(e) The creation of any new direct or indirect Subsidiary of the
Company;

(f) The making of any tax election;

(g) The liquidation or dissolution of the Company or any Subsidiary of
the Company;

(h) Any transaction between the Company or any Subsidiary of the
Company and any affiliate of a Member (other than a transaction between the
Company and a Subsidiary of the Company);

(i) The payment of any compensation to any Member or any affiliate of
a Member or the entering into any employee benefit plan or compensatory
arrangement with or for the benefit of any Member or affiliate of any
Member except as permitted under Section 6.18;

(j) Any amendment to this Operating Agreement or the Certificate; and

(k) Any other matter for which Member Approval is required under the
Act.

6.03 Regular Meetings. A regular meeting of the Managers shall be held
without other notice other than this Operating Agreement at such time and place
as the Board of Managers shall determine. The Board

C-6
<PAGE> 190

of Managers may provide, by resolution, the time and place, either within or
without the State of Delaware, for the holding of additional regular meetings
without other notice than such resolution. An annual meeting of Members shall be
held without notice other than this Operating Agreement immediately following
the annual meeting of Managers.

6.04 Special Meetings. Special meetings of the Board of Managers or
Members may be called at the request of any two Managers or any Member. The
person or persons authorized to call special meetings of the Board of Managers
may fix any place, either within our without the State of Delaware, as the place
for holding any special meeting of the Board of Managers called by them.

6.05 Quorum.

(a) Managers. A majority of the number of Managers shall constitute a
quorum for the transaction of business at any meeting of the Board of
Managers, but if less than such majority is present at a meeting, a
majority of the Board of Managers or Members present may adjourn the
meeting from time to time without further notice.

(b) Members. All Members shall be required to be present to constitute
a quorum for the transaction of business of a meeting of the Members. A
Member may not unreasonably fail to attend a meeting of Members where such
failure would cause irreparable damage to the Company, its business or its
assets.

6.06 Notice. Notice of any special meeting shall be given at least five
business days prior thereto by written notice delivered personally or mailed to
each Manager at his business address, or by telegram; provided, however,
telephonic meetings may be called on only two business days' notice. If mailed,
such notice shall be deemed to be delivered when deposited in the United States
mail, so addressed, with postage thereon prepaid. If notice is given by
telegram, such notice shall be deemed to be delivered when the telegram is
delivered to the telegraph company. Any Manager or Member may waive notice of
any meeting. The attendance of a Manager or Member at a meeting shall constitute
a waiver of notice of such meeting, except where a Manager or Member attends a
meeting for the express purpose of objecting to the transaction of any business
because the meeting is not lawfully called or convened. Neither the business to
be transacted at, nor the purpose of, any regular or special meeting of the
Managers need be specified in the notice or waiver of notice of such meeting.

6.07 Manner of Acting. The act of the majority of the Managers present at
a meeting at which a quorum is present shall be the act of the Board of Managers
("Manager Approval").

6.08 Vacancies. Subject to the provisions of Section 6.01 hereof, any
vacancy occurring in the Board of Managers shall be filled by the affirmative
vote of a majority of the remaining Managers through less than a quorum of the
Board of Managers. A Manager elected to fill a vacancy shall be elected for the
unexpired term of his predecessor in office.

6.09 Presumption of Assent. A Manager of the Company who is present at a
meeting of the Board of Managers at which action on any corporate matter is
taken shall be presumed to have assented to the action taken unless such
Manager's dissent shall be entered into the minutes of the meeting or unless
such Manager shall file his or her written dissent to such action with the
person acting as the secretary of the meeting before the adjournment thereof or
shall forward such dissent by registered mail to the secretary of the Company
immediately after the adjournment of the meeting. Such right to dissent shall
not apply to a Manager who voted in favor of such action.

6.10 Resignation of Manager. A Manager may resign from his or her position
as a Manager at any time by notice to the Board of Managers. Such resignation
shall become effective as set forth in such notice.

6.11 Action Without Meeting. Any action required or permitted by this
Operating Agreement or by law to be taken at a meeting of the Board of Managers
or by the Members may be taken without a meeting if a written consent or
consents, describing the action so taken, is signed by all of the Managers or
Members, respectively, entitled to vote with respect to the subject matter
thereof and delivered to the Company for inclusion in the Company's records.

6.12 Telephonic Meetings. Except as herein provided and notwithstanding
any place set forth in the notice of the meeting or this Operating Agreement,
Members, Board of Managers and any committees thereof may participate in regular
or special meetings by, or through the use of, any means of communication by

C-7
<PAGE> 191

which (a) all participants may simultaneously hear each other, such as by
conference telephone, or (b) all communication is immediately transmitted to
each participant, and each participant can immediately send messages to all
other participants. If a meeting is conducted by such means, then at the
commencement of such meeting, the presiding person shall inform the
participating Managers and Members that a meeting is taking place at which
official business may be transacted. Any participants in a meeting by such means
shall be deemed present in person at such meeting. Notwithstanding the
foregoing, no action may be taken at any meeting held by such means on any
particular matter, which the presiding person determines, in his or her sole
discretion, to be inappropriate under the circumstances for action at a meeting
held by such means. Such determination shall be made and announced in advance of
such meeting.

6.13 Reliance by Third Parties. Any person dealing with the Company, other
than a Member, may rely on the authority of the Board of Managers and any
officer of the Company in taking any action that is in the name of the Company
without inquiry into the provisions of this Operating Agreement or compliance
therewith. Every instrument purporting to be the action of the Company and
executed by the Board of Managers or any officer of the Company shall be
conclusive evidence in favor of any person relying thereon or claiming
thereunder that, at the time of delivery thereof, this Operating Agreement was
in full force and effect and that the execution and delivery of that instrument
is duly authorized by the Company.

6.14 Filing of Documents. The Board of Managers shall file or cause to be
filed all certificates or documents as may be determined by the Board of
Managers to be necessary or appropriate for the formation, continuation,
qualification, and operation of a limited liability company in the State of
Delaware and any other state in which the Company may elect to do business. To
the extent that the Board of Managers determines the action to be necessary or
appropriate, the Board of Managers shall do all things to maintain the Company
as a limited liability company under the laws of the State of Delaware and any
other state in which the Company may elect to do business.

6.15 Limitation on Liability; Indemnification. No Manager, Member or
officer of the Company shall be liable, responsible, or accountable in damages
or otherwise to the Members or the Company for any act or omission in connection
with the business of the Company if the officer acted (i) in good faith and in a
manner he or she reasonably believed to be within the scope of the authority
granted to him or her by this Operating Agreement and (ii) in the best
interests, or not opposed to the best interests, of the Company; provided that
the Manager or officer shall not be relieved from liability for any claim, issue
or matter as to which the officer shall have been finally adjudicated to have
committed fraud or willful misconduct. Subject to this limitation in the case of
such adjudication of liability, the Company shall indemnify the Managers, to the
fullest extent permitted under the Act, against any losses, judgements,
liabilities, and expenses (including, without limitation, reasonable attorney's
fees) incurred by reason of any act or omission in connection with the business
of the Company.

6.16 Delegation to Members or Representatives of Members. The Board of
Managers may, from time to time, fill the offices of president, vice president,
secretary and treasurer. The Board of Managers may appoint such other officers
and assistant officers as they deem necessary. Unless the Board of Managers
decide otherwise, if the title is one commonly used for officers of a business
corporation, the assignment of such title shall constitute the delegation of the
authority and duties that are normally associated with that office, as set forth
below, subject to any specific delegation of authority and duties made pursuant
to the first sentence of this Section 6.16. Any number of titles may be held by
the same person. Any delegation pursuant to this Section 6.16 may be revoked at
any time by the Board of Managers. Any person so delegated under this Section
6.16 shall not be considered a "manager" as defined in Section 18.101(10) of the
Act.

(a) President. The President shall be the principal executive officer
of the Company and, subject to the direction of the Board of Managers,
shall in general supervise and control the day-to-day operations of the
Company. The President shall preside at all meetings of the Board of
Managers. He or she shall have authority, subject to the terms of this
Operating Agreement and such rules as may be prescribed by the Board of
Managers, to appoint such agents and employees of the Company as he or she
shall deem necessary, to prescribe their powers, duties and compensation,
and to delegate authority to them. Such agents and employees shall hold
office at the discretion of the President. He or she shall have authority
to sign, execute, and acknowledge, on behalf of the Company, all deeds,
mortgages, bonds, stock certificates,

C-8
<PAGE> 192

contracts, leases, reports, and all other documents or instruments
necessary or proper to be executed in the course of the Company's regular
business, or which shall be authorized by resolution of the Board of
Managers or Members; and except as otherwise provided by the Board of
Managers, he or she may authorize any Vice President or other officer or
agent of the Corporation to sign, execute, and acknowledge such documents
or instruments in his or her place and stead. In general, he or she shall
perform all duties incident to the office of the President and such other
duties as may be prescribed by the Board of Managers from time to time.

(b) The Vice President. In the absence of the President or in the
event of the President's death, inability or refusal to act, or in the
event for any reason it shall be impracticable for the President to act
personally, the Vice President (or in the event there be more than one vice
President, the Vice Presidents in the order designated by the Board of
Managers, or in the absence of any designation, then in the order of their
election or appointment) shall perform the duties of the President, and
when so acting, shall have all the powers of and be subject to all the
restrictions upon the President. Any Vice President shall perform such
other duties and have such authority as from time to time may be delegated
or assigned to him or her by the President or by the Board of Managers. The
execution of any instrument of the Company by any Vice President shall be
conclusive evidence, as to third parties, of his or her authority to act in
the stead of the President.

(c) The Secretary. The Secretary shall (i) keep minutes of the
meetings of the Members and the Board of Managers (and of committees
thereof) in one or more books provided for that purpose (including records
of actions taken by the Members and the Board of Managers); (ii) see that
all notices are duly given in accordance with the provisions of this
Operating Agreement or as required by the Act; (iii) be custodian of the
corporate records; (iv) maintain a record of the Members of the Company, in
a form that conforms to the requirements of the Act; and (v) in general
perform all duties incidental to the office of Secretary and have such
other duties and exercise such other authority as from time to time may be
delegated or assigned by the President.

(d) The Treasurer. The Treasurer shall (i) have charge and custody of
and be responsible for all funds and securities of the Company; (ii)
maintain appropriate accounting records; (iii) receive and give receipt for
monies due and payable to the Company from any source whatsoever, and
deposit all such monies in the name of the Company in such banks, trust
companies, or other depositories as shall be selected in accordance with
the provisions of this Operating Agreement; and (iv) in general perform all
of the duties incident to the office of Treasurer and have such other
duties and exercise such other authority as from time to time may be
delegated or assigned by the President.

6.17 Time Devoted to Business. The Members and the Managers shall not be
required to devote their full time and efforts to the Company, but only so much
of their time and efforts as is reasonably necessary to perform their duties and
responsibilities to the Company.

6.18 Compensation of Members and Officers. The Board of Managers may
authorize the Company to pay the officers (other than those affiliated with
Lubar & Co., Incorporated) any reasonable fees or other compensation for their
services. C2 shall be paid an annual management fee of $250,000.

ARTICLE VII

ASSIGNMENT, TRANSFER AND REPURCHASE OF MEMBER'S UNITS AND DISASSOCIATION

7.01 Assignment and Transfer.

(a) General Restrictions on Transfers. Except as otherwise provided
herein, a Member may not Transfer any Unit without the prior written
consent of the Board of Managers. Any Transfer, attempted Transfer, or
purported Transfer in violation of this Operating Agreement's terms and
conditions shall be null and void. Notwithstanding the foregoing:

(i) C2, Inc. may transfer its interest in the Company if it
complies with Section 5.2 of the Purchase Agreement.

C-9
<PAGE> 193

(ii) C2, Inc. may pledge and assign its interest to Christiana and
Christiana may effect a Transfer of C2, Inc.'s Units pursuant to any
action taken with respect to any security interest granted to it by C2,
Inc.

(iii) Christiana may transfer its Units to any transferee that is
an affiliate of Christiana or C2, Inc. if such party agrees in writing
to be bound by the provisions of this Operating Agreement.

(iv) At any time after the fifth anniversary of the date of this
Operating Agreement, Christiana shall have the option (but shall not be
required) to sell to C2, Inc. or the Company at Christiana's option, and
C2, Inc. and the Company, as applicable, shall be required to purchase,
all (but not less than all) of Christiana's interests in the Company for
a price equal to $7.0 million. To exercise this option, Christiana shall
provide notice in writing to C2, Inc. or the Company, as applicable, of
such election. The closing of any purchase pursuant to this subsection
shall occur within 60 days of notice to C2, Inc. or the Company, as
applicable. The price required to be paid by C2, Inc. or the Company, as
applicable, pursuant to this subsection shall be paid in cash. The
rights contained in this subsection shall expire on the date one year
after the fifth anniversary of the date of this Operating Agreement.

(v) At any time after the fifth anniversary of the date of this
Operating Agreement, Christiana may transfer any or all of its Units in
the Company to any person without the prior consent of the Board of
Managers, provided, however, that in order to effect any such Transfer,
Christiana must provide C2, Inc. with a copy of the terms of the
proposed Transfer (the "Transfer Notice"). C2, Inc. shall have a right
of first refusal to purchase such Units for the same price and on the
same terms set forth in the Transfer Notice. Such rights shall be
exercised by C2, Inc. sending an appropriate notice to Christiana within
60 days after receipt of the Transfer Notice. The closing shall then be
held 30 days after C2, Inc. sends its notice to Christiana.

(b) Involuntary Transfer.

(i) Notice of Involuntary Transfer. In the event of an Involuntary
Transfer of a Unit, the Transferor or the Involuntary Transferee shall
immediately deliver a Notice of Involuntary Transfer to the Company.
During the 90-day period beginning on the earlier of (i) the date of
receipt by the Company of the Notice of Involuntary Transfer or (ii) the
date that the Company provides a notice to the Involuntary Transferee
and the Members that the Company is aware of the Involuntary Transfer,
the Company shall have the option to purchase the Units that are subject
to the Involuntary Transfer. The purchase price shall be an amount equal
to the book value attributable to those Units, as determined by the
Company's accountants, calculated as of the last day of the calendar
quarter immediately preceding the date of the Involuntary Transfer. The
purchase price shall be payable pursuant to the terms of payment set
forth in the applicable provisions of Section 7.01(e) below.
Notwithstanding the foregoing, in the case of a Member that is an
entity, the option described above in this Section 7.01(b) shall not
apply with respect to an Involuntary Transfer of Units resulting from a
merger of such Member into another entity if the proportionate interest
owned by each person who owns, directly or indirectly, an ownership
interest in such other entity immediately after the merger is
substantially the same as the proportionate interest owned, directly or
indirectly, by such person in the Member immediately before the merger.

(ii) Acceptance of Offer. The Company shall exercise any such
option by delivering a written notice to the Transferor (if the
Transferor is still in existence) and the Involuntary Transferee within
such 90-day period, which notice shall specify a closing date, occurring
within 30 days after the end of such 90-day period, for the purchase by
the Company.

(iii) Status of Involuntary Transferee. Regardless of whether the
Company exercises such option or closes such purchase, the Involuntary
Transferee shall not be considered to be a Member, for any period of
time, as a result of the Involuntary Transfer (and the rights of the
Involuntary Transferee shall be as described in Section 7.01(c)), unless
all the Nontransferring Members have delivered (within such 90-day
period) their written consent, which consent may be withheld in the sole
and absolute discretion of the Nontransferring Members, to treating the
Involuntary Transferee as a Member.

C-10
<PAGE> 194

(c) Effect of Transfers. Until an Involuntary Transferee is considered
a Member, if ever, pursuant to the applicable provisions of this Article
VII, the Units transferred to an Involuntary Transferee shall be considered
in all respects as Units held by the Transferor for purposes of this
Operating Agreement except for those provisions relating to the economic
rights associated with such Units, the nonmanagement provisions of which
will apply to the Involuntary Transferee as though the Involuntary
Transferee held the Units. Except as otherwise provided in this Operating
Agreement, any actions that a Member takes or would be entitled to take
with respect to Units, including, without limitation, votes, consents,
offers, sales, purchases, options, or other deeds taken pursuant to this
Operating Agreement, shall be taken by the Member for its Involuntary
Transferees with respect to the Units held by those Involuntary
Transferees. This Section 7.01(c) shall constitute an irrevocable and
absolute proxy and power of attorney granted by each Involuntary Transferee
to its Transferor to (1) take such actions on behalf of the Involuntary
Transferee without any further deed than the taking of the action by the
Member, and (2) sign any document or instrument evidencing such action for
or on behalf of the Involuntary Transferee relating to the Units held by
the Involuntary Transferee.

(d) Time and Place of Closing. Except as otherwise agreed by the
Company, the closing of any Involuntary Transfer (or purchase by the
Company) pursuant to this Article VII shall occur at the Company's
principal office on such day as the Company shall select pursuant to the
provisions of this Article VII. The Company shall notify the Transferor and
the Involuntary Transferee in writing of the exact date and time of closing
at least 10 days before the closing date.

(e) Transfer and Payment of Purchase Price. At the closing, the
Transferor shall deliver the Units that are subject to the Involuntary
Transfer (or purchase or redemption by the Company) free and clear of any
liens, security interests, encumbrances, charges, or other restrictions
(other than those created pursuant to this Operating Agreement), together
with all such instruments or documents of conveyance as shall be reasonably
required. If not otherwise provided pursuant to this Section 7.01 and the
Notice of Involuntary Transfer, or otherwise agreed, the price for any
Units to be purchased or redeemed by the Company shall be paid by certified
or bank cashier's check.

7.02 Disassociation. A person ceases to be a Member of the Company upon
the occurrence of, and at the time of, any event of disassociation defined under
the Act.

7.03 Restraining Order. In the event that any Member shall at any time
Transfer or attempt to Transfer its Units in violation of the provisions of this
Operating Agreement and any rights hereby granted, then the other Members and
the Company shall, in addition to all rights and remedies at law and in equity,
be entitled to a decree or order restraining and enjoining such Transfer, and
the offending Member shall not plead in defense thereto that there would be an
adequate remedy at law; it being hereby expressly acknowledged and agreed that
damages at law will be an inadequate remedy for a breach or threatened breach of
the violation of the provisions concerning transfer set forth in this Operating
Agreement.

ARTICLE VIII

DISSOLUTION AND WINDING UP

8.01 Dissolution. The Company shall be dissolved upon the happening of any
of the following:

(a) By Member Approval to dissolve the Company;

(b) The Company being adjudicated insolvent or bankrupt; or

8.02 Winding Up and Liquidation. Upon a dissolution of the Company, the
Members shall by Member Approval select a liquidator (the "Liquidator"). The
Liquidator shall liquidate as much of the Company's assets in its discretion,
and shall do so as promptly as is consistent with obtaining fair value for them,
and shall apply and distribute the assets of the Company in accordance with the
following:

(a) First, to the payment and discharge of all of the Company's debts
and liabilities to creditors of the Company regardless of whether they are
Members, including, without limitation, the unpaid principal balance (and
any interest thereon) of any loan made by a Member; and

C-11
<PAGE> 195

(b) Second, to the Members in accordance with their Capital Accounts,
after giving effect to all contributions, distributions and allocations for
all periods.

8.03 Compliance With Timing Requirements of Regulations. In the event the
Company is "liquidated" within the meaning of Section 1.704-1(b)(2)(ii)(g) of
the Treasury Regulations, distributions shall be made pursuant to this Article
IX by the end of the fiscal year in which such liquidation occurs, or if later,
within ninety (90) days of such liquidation. Distributions pursuant to the
preceding sentence may be distributed to a trust established for the benefit of
the Members for the purposes of liquidating Company assets, collecting amounts
owed to the Company, and paying any contingent or unforeseen liabilities or
obligations of the Company or of the Members arising out of or in connection
with the Company. The assets of any such trust shall be distributed to the
Members from time to time, in the reasonable discretion of the Members in the
same proportions as the amount distributed to such trust by the Company would
otherwise have been distributed to the Members pursuant to this Operating
Agreement; provided, however, such trust may only be created if the Company has
received an opinion from counsel, which is generally recognized as being capable
and qualified in the area of federal income taxation, that such trust will not
be classified as an association which would be taxed as a corporation for
federal income tax purposes.

ARTICLE IX

BOOKS, REPORTS, ACCOUNTING, AND TAX ELECTIONS

9.01 Books and Records. The Company shall maintain or cause to be
maintained at the Company's principal place of business, complete and accurate
books and records with respect to all Company business and transactions. Such
books and records shall be at all times during normal business hours open to
inspection by any Member. At a minimum, the Company shall keep the following
books and records at the principal place of business of the Company: (a) a list
of the full name(s) and last known business address(es) of each current and
former Member in alphabetical order, setting forth the date on which such person
became a Member and the date, if applicable, on which the person ceased to be a
Member; (b) a copy of the Articles of Organization and all certificates of
amendment, together with executed copies of any powers of attorney pursuant to
which any certificate has been executed; (c) a copy of this Operating Agreement
and all amendments thereto, including any prior Operating Agreements no longer
in effect; (d) copies of the Company's federal, state, and local income tax
returns and reports for the seven (7) most recent years; (e) copies of any
effective written Company agreements and of any financial statements of the
Company for the seven (7) most recent years; (f) all such other records as may
be required by law; and (g) full and true books of account.

9.02 Fiscal Year and Method of Accounting. The Company's fiscal year for
both tax and financial reporting purposes shall be the calendar year. The method
of accounting for both tax and financial reporting purposes shall be the cash
method, unless otherwise required for tax purposes or if the Board of Managers
determine that there would be a significant advantage to the Company if
different methods were followed.

9.03 Reports and Statements.

(a) Annual Tax Reports. Within ninety (90) days of the end of each
fiscal year of the Company, the Company shall deliver to the Members such
information as shall be necessary for the preparation by the Members of
their federal, state, and local income and other tax returns.

(b) Annual Financial Reports. Within ninety (90) days after the end of
each fiscal year of the Company, the Company shall deliver to the Members
unaudited financial statements of the Company for the just completed fiscal
year, prepared at the expense of the Company, which financial statements
shall set forth, as of the end of and for the preceding fiscal year, the
following:

(1) A profit and loss statement and a balance sheet of the Company;

(2) Members' equity and changes in financial position; and

(3) The balances in the Capital Accounts of each Member.

9.04 Tax Elections.

(a) General. The Members shall have the sole authority through Member
Approval to make or revoke any elections on behalf of the Company for tax
purposes.

C-12
<PAGE> 196

(b) Section 754 Election. In the event of a transfer of all or part of
the interest of a Member in the Company, at the request of the transferee,
the Board of Managers may, in its sole discretion, cause the Company to
elect, pursuant to Code Section 754, or the corresponding provision of
subsequent law, to adjust the basis of the Company property as provided by
Code Sections 734 and 743 provided, however, such election shall be made
effective as of the Closing of the transactions contemplated by the
Purchase Agreement.

9.05 Tax Matters Partner. C2, Inc. is designated as the "tax matters
partner" of the Company, as provided in regulations pursuant to Code Section
6231 and to perform such duties as are required or appropriate thereunder.

ARTICLE X

MISCELLANEOUS

10.01 Amendments. Except as provided in Section 10.05 hereof, amendments
to this Operating Agreement shall be undertaken and effective only with Member
Approval.

10.02 Bank Accounts. Company funds shall be deposited in the name of the
Company in accounts designated by the Board of Managers and withdrawals shall be
made only by persons duly authorized by the Board of Managers.

10.03 Binding Effect. Except as provided to the contrary, the terms and
provisions of this Operating Agreement shall be binding upon and shall inure to
the benefit of all the Members, their personal representatives, heirs,
successors, and assigns.

10.04 Rules of Construction. The captions in this Operating Agreement are
inserted only as a matter of convenience and in no way affect the terms or
intent of any provision of this Operating Agreement. All defined phrases,
pronouns, and other variations thereof shall be deemed to refer to the
masculine, feminine, neuter, singular, or plural, as the actual identity of the
organization, person, or persons may require. No provision of this Operating
Agreement shall be construed against any party hereto by reason of the extent to
which such party or its counsel participated in the drafting hereof.

10.05 Choice of Law and Severability. This Operating Agreement shall be
construed in accordance with the internal laws of Delaware. If any provision of
this Operating Agreement shall be contrary to the internal laws of Delaware or
any other applicable law, at the present time or in the future, such provision
shall be deemed null and void, but shall not affect the legality of the
remaining provisions of this Operating Agreement. This Operating Agreement shall
be deemed to be modified and amended so as to be in compliance with applicable
law and this Operating Agreement shall then be construed in such a way as will
best serve the intention of the parties at the time of the execution of this
Operating Agreement.

10.06 Counterparts. This Operating Agreement may be executed in one or
more counterparts. Each such counterpart shall be considered an original and all
of such counterparts shall constitute a single agreement binding all the parties
as if all had signed a single document.

10.07 Entire Agreement. This Operating Agreement constitutes the entire
agreement among the Members regarding the terms and operations of the Company,
except for any amendments to this Operating Agreement adopted in accordance with
Section 10.01 hereof. This Operating Agreement and the other agreements referred
to in the preceding sentence supersede all prior and contemporaneous agreements,
statements, understandings, and representations of the parties regarding the
terms and operations of the Company, except as provided in the preceding
sentence.

10.08 Last Day for Performance Other Than a Business Day. In the event
that the last day for performance of an act or the exercise of a right hereunder
falls on a day other than a Business Day, then the last day for such performance
or exercise shall be the first Business Day immediately following the otherwise
last day for such performance or such exercise.

10.09 Notices. All notices, requests, consents, or other communications
provided for in or to be given under this Operating Agreement shall be in
writing, may be delivered in person, by facsimile transmission (fax), by
overnight air courier or by mail, and shall be deemed to have been duly given
and to have become effective (i) upon receipt if delivered in person or by fax,
(ii) one day after having been delivered to an

C-13
<PAGE> 197

overnight air courier, or (iii) three days after having been deposited in the
mails as certified or registered matter, all fees prepaid, directed to the
parties or their assignees at the following addresses (or at such other address
as shall be given in writing by a party hereto):

If to the Company, to the Board of Managers at:

Total Logistic Control, LLC
700 North Water Street
Suite 1200
Milwaukee, Wisconsin 53202
Attention: William T. Donovan
(414) 291-9000

If to a Member, to the intended recipient at the Member's most recent
address as reflected in the Company's records.

10.10 Title to Property; No Partition.

All real and personal property owned by the Company shall be owned by it as
an entity and no Member shall have any ownership interest in such property in
its individual right or name, and each Member's Units represented thereby shall
be personal property.

ARTICLE XI

GLOSSARY

In this Operating Agreement, the following terms shall have the meanings
indicated below, and any derivations of these terms shall have correlative
meanings:

"Act" means the Delaware Limited Liability Company Act in its form as of
the date of this Operating Agreement.

"Affiliate" means any of the following persons or entities: (i) any person
directly or indirectly controlling, controlled by, or under common control with
the person in question; (ii) any person owning any interest in the person in
question; (iii) any officer, director, employee, or partner of the person in
question; and (iv) if the person in question or any partner of the person in
question is an officer, director, or partner, any company for which such person
in question or any partner of the person in question acts in any such capacity.

"Board of Managers" means the management body of the Company acting on
behalf of the Members pursuant to Section 6.01.

"Business Day" means a day other than a Saturday, Sunday, or a legal
holiday on which federally chartered banks in the United States of America are
generally closed for business.

"Capital Account" means the separate account maintained for each Member
pursuant to Section 3.06 hereof.

"Christiana" means Christiana Companies, Inc. and its permitted successors
and assigns.

"Code" means the Internal Revenue Code of 1986, and any successor
provisions or codes thereto.

"Company" means Total Logistic Control, LLC.

"Depreciation" means, for each fiscal year or other period, an amount equal
to the depreciation, amortization, or other cost recovery deduction allowable
with respect to an asset for such year or other period, except that if the Value
of an asset differs from its adjusted basis for federal income tax purposes at
the beginning of such year or other period, Depreciation shall be an amount
which bears the same ratio to such beginning Value as the federal income tax
depreciation, amortization, or other cost recovery deduction for such year or
other period bears to such beginning adjusted tax basis.

"Involuntary Transfer" means a Transfer of a Unit due to the bankruptcy of
a Member under applicable federal law.

"Involuntary Transferee" means any person receiving an interest in Units
due to the bankruptcy of a Member under applicable federal law pursuant to
Section 7.01(b).

"Liquidator" means the person selected as such by the Member pursuant to
Section 8.02 hereof.

C-14
<PAGE> 198

"Manager" means an individual serving on the Board of Managers.

"Manager Approval" means an act of a majority of the Board of Managers
pursuant to Section 6.07.

"Member" means the parties executing this Operating Agreement or any Member
admitted pursuant to Section 2.02 or any Transferee permitted to become a Member
pursuant to Section 7.01.

"Member Approval" means the unanimous vote or written consent of the
Members.

"Nontransferring Members" means, with respect to a Transfer of Units, all
persons (other than the Transferor) who are Members immediately prior to such
Transfer.

"Notice of Involuntary Transfer" means the written notice to be sent by a
Transferor or an Involuntary Transferee to the Company pursuant to Article VII
describing the event giving rise to the Involuntary Transfer; the date upon
which the Transfer occurred; the reason or reasons for the Transfer; the name,
address and capacity of the Involuntary Transferee; and the number of Units
involved.

"Profits and Losses" means, for each fiscal year or other period, an amount
equal to the Company's taxable income or loss for such year or period,
determined in accordance with Code Section 703(a) (for this purpose, all items
of income, gain, loss, or deduction required to be stated separately pursuant to
Code Section 703(a)(1) shall be included in taxable income or loss), with the
following adjustments:

i. Any income of the Company that is exempt from federal income tax
and not otherwise taken into account in computing Profits or Losses
pursuant to this definition shall be added to such taxable income or loss;

ii. Any expenditures of the Company described in Code Section
705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures pursuant
to Section 1.704-1(b)(2)(iv)(i) of the Treasury Regulations, and not
otherwise taken into account in computing Profits or Losses pursuant to
this definition, shall be subtracted from such taxable income or loss;

iii. Gain or loss resulting from any disposition of Company property
with respect to which gain or loss is recognized for federal income tax
purposes shall be computed by reference to the Value of the property
disposed of, notwithstanding that the adjusted tax basis of such property
differs from its Value;

iv. In lieu of the depreciation, amortization, and other cost recovery
deductions taken into account in computing such taxable income or loss,
there shall be taken into account Depreciation for such fiscal year or
other period hereof; and

v. Notwithstanding any other provision of this definition, any items,
which are specially allocated pursuant to Section 4.02 hereof shall not be
taken into account in computing Profits or Losses.

"Sale" (or "Sell") means a sale, transfer, financing, refinancing,
condemnation, or other disposition by the Company of all or any portion of its
assets.

"Subsidiary" means any corporation, partnership, limited partnership,
association, limited liability company or other business entity.

"Tax Matters Partner" means the person designated in Section 9.05 as
provided in regulations pursuant to Code Section 6231.

"Transfer" means, with respect to a Unit, to voluntarily sell, give,
assign, bequeath, pledge or otherwise encumber, divest, dispose of, or transfer
direct ownership of all, any part of, or any interest in the Unit, but does not
include a change in control of any Member or any affiliate thereof.

"Transferor" means a Member who Transfers, or proposes to Transfer, any of
its Units pursuant to the terms of Article VII.

"Treasury Regulations" means the Federal Income Tax Regulations promulgated
under the Code, as such Regulations may be amended from time to time. All
references herein to specific sections of the Treasury Regulations shall be
deemed also to refer to any corresponding provisions of succeeding Treasury
Regulations, and any References to Temporary Regulations shall be deemed also to
refer to any corresponding provisions of final Treasury Regulations.

"Unit" or "Units" means the basis by which a Member's ownership interest in
the Company issued pursuant to Section 3.01(a) or (b) is measured.

C-15
<PAGE> 199

"Value" means, with respect to any asset, the assets adjusted basis for
federal income tax purposes, except as follows:

(a) The initial Value of any asset contributed by a Member to the Company
shall be the gross fair market value of such asset, as determined by the
Members;

vi. The Values of all Company assets shall be adjusted to equal their
respective gross fair market values, as determined by the Members as of the
following times: (A) the acquisition of any additional interest in the
Company by any new or existing Member in exchange for more than a de
minimis capital contribution; (B) the distribution by the Company to a
Member of more than a de minimis amount of Company property, unless all
Members receive simultaneous distributions of undivided interests in the
distributed property in proportion to their interests in the Company; and
(C) the termination of the Company for federal income tax purposes pursuant
to Code Section 708(b)(1)(B); and

vii. If the Value of an asset has been determined or adjusted pursuant
to (i) or (ii) above, such Value shall thereafter be adjusted by the
Depreciation taken into account with respect to such asset for purposes of
computing Profits and Losses.

IN WITNESS WHEREOF, the undersigned have caused this Operating Agreement to
be executed as of the day and year first above written.

CHRISTIANA COMPANIES, INC.

By:

------------------------------------
William T. Donovan, President

C2, INC.

By:

------------------------------------
William T. Donovan, Chairman

C-16
<PAGE> 200

EXHIBIT A

<TABLE>
<CAPTION>
MEMBER UNITS
------ -------
<S> <C>
C2, Inc..................................................... 666.667
700 North Water Street
Suite 1200
Milwaukee, Wisconsin 53202
Christiana Companies, Inc................................... 333.333
5 Post Oak Park
Suite 1760
Houston, Texas 77027
</TABLE>

C-17
<PAGE> 201

APPENDIX D

MORGAN STANLEY

MORGAN STANLEY & CO.
INCORPORATED
TEXAS COMMERCE TOWER
600 TRAVIS, SUITE 3700
HOUSTON, TX 77002-2993
(713) 512-4400

October 9, 1998

Board of Directors
Weatherford International, Inc.
5 Post Oak Park
Suite 1760
Houston, TX 77027-3415

Gentlemen:

We understand that Weatherford International, Inc., previously known as
EVI, Inc. ("Weatherford"), Christiana Acquisition, Inc., a wholly owned
subsidiary of Weatherford ("Sub"), Christiana Companies, Inc. ("Christiana"),
and C2, Inc., ("C2"), propose to enter into an Amendment, substantially similar
to the draft dated October 7, 1998 (the "Amendment") to the Agreement and Plan
of Merger dated December 12, 1997, as amended (together with the Amendment, the
"Amended Merger Agreement"), which provides, among other things, for the merger
(the "Merger") of Sub with and into Christiana. Pursuant to the Merger,
Christiana will become a wholly owned subsidiary of Weatherford and each issued
and outstanding share of common stock, par value $1.00 per share, of Christiana
(the "Christiana Common Stock"), other than shares held directly or indirectly
by Christiana, will be converted into the right to receive (i) shares of common
stock, par value $1.00 per share, of Weatherford (the "Weatherford Common
Stock") equal to the number of shares of Weatherford Common Stock held by
Christiana at the time of the Merger divided by the number of outstanding shares
of Christiana Common Stock, and (ii) a certain cash amount per share equal to
the amount of cash held by Christiana in excess of its accrued unpaid taxes, the
value of certain tax benefits and fixed liabilities at the time of the Merger
divided by the number of outstanding shares of Christiana Common Stock, all
subject to adjustment as described in the Amended Merger Agreement.

We further understand that in a separate but related transaction,
Weatherford, Christiana, C2 and Total Logistic Control, LLC ("Logistic"), have
entered into an Agreement, dated December 12, 1997, as amended (the "Logistic
Agreement" and together with the Amended Merger Agreement, the "Agreements"),
which provides, among other things, as a condition to the Merger, for the sale
by Christiana to C2 of 667 Membership Units (two-thirds of the outstanding
interest) in Logistic for $10,666,667 in cash and the assumption by C2 of
certain Assumed Liabilities (as defined in the Logistic Agreement) (the
"Logistic Sale"). In addition, the Logistic Agreement also provides for the
indemnification by C2 and Logistic of Weatherford and Christiana and certain
other parties in certain circumstances. The terms and conditions of the Merger
and the Logistic Sale are more fully set forth in the Agreements.

You have asked for our opinion as to whether the consideration to be paid
by Weatherford pursuant to the Amended Merger Agreement is fair from a financial
point of view to Weatherford.

For purposes of the opinion set forth herein, we have:

(i) reviewed certain publicly available financial statements and other
information of Weatherford and Christiana;

(ii) reviewed certain internal financial statements and other
financial and operating data concerning Weatherford, Christiana and
Logistic prepared by the managements of Weatherford, Christiana and
Logistic, respectively;

(iii) analyzed certain financial projections concerning Weatherford,
Christiana and Logistic prepared by the managements of Weatherford,
Christiana and Logistic, respectively;

D-1
<PAGE> 202

(iv) discussed the past and current operations and financial condition
and the prospects of Weatherford, Christiana and Logistic with senior
executives of Weatherford, Christiana and Logistic, respectively;

(v) analyzed the pro forma impact of the Merger on Weatherford's
earnings per share;

(vi) reviewed the reported prices and trading activity for Weatherford
Common Stock and Christiana Common Stock;

(vii) reviewed the Agreements and certain related documents;

(viii) reviewed a draft letter dated as of October 7, 1998
substantially similar to the letter to be provided to the Boards of
Directors of Weatherford and Christiana by Arthur Andersen LLP, regarding
the tax treatment of the Merger;

(ix) discussed and reviewed with Weatherford and Fulbright & Jaworski
L.L.P. the results of their legal and environmental due diligence; and

(x) performed other such analyses and considered such other factors as
we have deemed appropriate.

We have assumed and relied upon without independent verification the
accuracy and completeness of the information reviewed by us for the purposes of
this opinion. With respect to the financial projections, we have assumed that
they have been reasonably prepared on bases reflecting the best currently
available estimates and judgments of the future financial performances of
Weatherford, Christiana and Logistic. We have not made any independent valuation
or appraisal of the assets or liabilities of Weatherford, Christiana or
Logistic, except, that we have received the draft letter of Arthur Andersen LLP
referred to as item (viii) above and the verbal report concerning certain legal
and environmental due diligence analyses performed by Weatherford and Fulbright
& Jaworski L.L.P. referred to as item (ix) above and we have relied, without
independent verification, upon such items for purposes of this opinion. In
addition, we have assumed the Logistic Sale will be consummated prior to or
simultaneously with the Merger in accordance with the terms set forth in the
Logistic Agreement including any terms and conditions relating to
indemnification and that the Merger will be consummated in accordance with the
terms set forth in the Amended Merger Agreement including that all material
conditions to closing have been satisfied and not waived. We have also assumed
that the Merger shall qualify as a reorganization within the meaning of Section
368(a) of the Internal Revenue Code of 1986, as amended. In arriving at our
opinion, we were not authorized to consider, and did not consider, any
alternative transaction or transaction structure. Our opinion is necessarily
based on economic, market and other conditions as in effect on, and the
information made available to us as of, the date hereof.

It is understood that this letter is for the information of the Board of
Directors of Weatherford and may not be used for any other purpose without our
prior written consent, provided however that we consent to the inclusion of our
opinion in any filing made by Weatherford with the Securities and Exchange
Commission in connection with the Merger. In addition, we provide no advice or
opinion as to how holders of Weatherford Common Stock should vote at the
shareholders' meeting held in connection with the Merger.

We have been engaged solely to provide this opinion to the Board of
Directors of Weatherford in connection with this transaction and have received a
fee for our services. In the past, Morgan Stanley & Co. Incorporated and its
affiliates have provided financial advisory and financing services for
Weatherford and have received fees for the rendering of these services.

Based on and subject to the foregoing, we are of the opinion on the date
hereof that the consideration to be paid by Weatherford pursuant to the Amended
Merger Agreement is fair from a financial point of view to Weatherford.

Very truly yours,

MORGAN STANLEY & CO. INCORPORATED

By: /s/ STEPHEN M. TRAUBER

Stephen M. Trauber
Principal

D-2
<PAGE> 203
[PRUDENTIAL SECURITIES LOGO]
APPENDIX E

PRUDENTIAL SECURITIES INCORPORATED
One New York Plaza, New York, NY 10292

PRIVATE AND CONFIDENTIAL

October 12, 1998

Independent Committee of the Board of Directors
Christiana Companies, Inc.
Suite 1200
700 N. Water Street
Milwaukee, Wisconsin 53202

Board of Directors
Christiana Companies, Inc.
Suite 1200
700 N. Water Street
Milwaukee, Wisconsin 53202

Gentlemen:

We understand that Christiana Companies, Inc., a Wisconsin corporation (the
"Company" or "CST"), Weatherford International, Inc. (formerly known as EVI,
Inc.), a Delaware corporation ("Weatherford"), Christiana Acquisition Inc., a
Wisconsin corporation and a wholly-owned subsidiary of Weatherford (the
"Acquisition Sub"), and C2, Inc., a Wisconsin corporation ("C2") and a wholly
owned subsidiary of Lubar & Co. Incorporated ("Lubar"), have proposed to enter
into an Amended and Restated Agreement and Plan of Merger (the "Agreement").
Pursuant to the Agreement, the Acquisition Sub shall merge with and into CST
(the "Merger"). In the Merger, each outstanding share of CST common stock, par
value $1.00 per share (the "CST Common Stock"), will be converted into the right
to receive a number of shares of Weatherford common stock, par value $.01 per
share (the "Weatherford Common Stock") equal to the number of shares of
Weatherford Common Stock held by CST at the effective time of the merger (the
"Effective Time") divided by the number of shares of CST Common Stock
outstanding immediately prior to the Effective Time and a cash payment (the
"Cash Payment") determined pursuant to the provisions of section 1.7(e) of the
Agreement. The Agreement is conditioned upon, among other matters, the sale by
CST of two-thirds of its interest in Total Logistic Control, LLC, a Delaware
limited liability company and a wholly-owned subsidiary of CST ("TLC"), to C2
for $10,666,667 in cash (the "Acquisition"), pursuant to an Acquisition
Agreement, dated as of December 12, 1997, as amended on May 26, 1998(as so
amended, the "Acquisition Agreement"). Pursuant to the Agreement, CST is
required to purchase shares of Weatherford Common Stock (the "Weatherford Common
Stock Purchases") (a) prior to the date the Company's proxy statement in
connection with the special stockholders meeting to be convened to consider the
Merger is mailed to the Company's stockholders for an aggregate cost of
$10,000,000 and, (b) after approval by the Company's stockholders of the Merger,
if necessary to qualify the merger as a reorganization within the meaning of
Section 368(a) of the Internal Revenue Code of 1986, as amended, an additional
number of shares of Weatherford's Common Stock for an aggregate cost of
$5,000,000. In addition, we understand that C2 and Sheldon Lubar, a stockholder
of CST, have entered into an agreement dated December 22, 1997 and as amended on
January 30, 1998 (as so amended, the "C2 Agreement") pursuant to which C2 has
agreed that, at the election of each and any stockholder of CST, such
stockholder may purchase from C2 a number of shares of C2 common stock, par
value $1.00 per share (the "C2 Common Stock"), representing at least the same
proportionate ownership interest in C2 as such stockholder held in CST
immediately prior to the effective time of the Merger at the same price as the
C2 Common Stock will be acquired by Lubar and its affiliates, (the "C2 Optional
Purchase" and together with the Acquisition and the Merger, the "Transaction").

You have requested our opinion as to the fairness of the Transaction from a
financial point of view to the stockholders of the Company.

E-1
<PAGE> 204
PRUDENTIAL SECURITIES INCORPORATED

[PRUDENTIAL SECURITIES LOGO]

In conducting our analysis and arriving at the opinion expressed herein, we
have reviewed such materials and considered such financial and other factors as
we deemed relevant under the circumstances, including:

(i) The C2 Agreement, the Acquisition Agreement, a draft dated October
10, 1998, of the Agreement and a draft dated October 10, 1998 of Amendment
No. 2 to the Acquisition Agreement ("Amendment No. 2");

(ii) certain publicly-available historical financial and operating
data concerning the Company, including, but not limited to, (a) the Annual
Report to Shareholders and Annual Report on Form 10-K for the fiscal year
ended June 30, 1998, (b) the Joint Proxy Statement for the Special Meeting
of Shareholders held on August 17, 1998; and certain financial pro-forma
financial data prepared by CST management;

(iii) certain publicly-available historical financial and operating
data for Weatherford including, but not limited to, (a) the Annual Report
on Form 10-K for the fiscal year ended December 31, 1997, (b) the Quarterly
Report on Form 10-Q for the quarter ended June 30, 1998, (c) the Current
Report on Form 8-K dated March 4, 1998 and (d) the Joint Proxy Statement
for the Special Meeting of Shareholders held on August 17, 1998;

(iv) certain information relating to TLC, including historical
financial data for the fiscal years ended June 30, 1993 through June 30,
1998, provided by the management of TLC;

(v) certain information relating to TLC, including financial forecasts
for the fiscal years ending June 30, 1999 through June 30, 2002, prepared
by the management of TLC;

(vi) the financial terms of certain recent transactions we deemed
relevant to our inquiry;

(vii) the historical stock prices and trading volumes of CST Common
Stock and Weatherford Common Stock; and

(viii) such other financial studies, analyses and investigations that
we deemed appropriate.

We have assumed, with your consent, that the draft of the Agreement and the
draft of Amendment No. 2 which we reviewed (both as referred to above) will
conform in all material respects to the definitive forms of the Agreement and
Amendment No. 2.

We have met with members of the senior management of the Company and TLC to
discuss (i) the prospects for the Company's business, (ii) their estimates of
the future financial performance of the Company, (iii) the financial impact of
the Merger on CST and (iv) such other matters that we deemed relevant. We have
also visited selected CST and TLC facilities.

In connection with our review and analysis and in arriving at our opinion,
we have relied upon the accuracy and completeness of the financial and other
information provided to us by the Company and by TLC, and have not undertaken
any independent verification of such information or any independent valuation or
appraisal of any of the assets or liabilities of the Company or TLC. With
respect to the financial forecasts provided to us by the Company for the Company
and by TLC for TLC, we have assumed that such forecasts (and the assumptions and
bases therefor) have been reasonably prepared and represent the respective
management's best currently available estimate as to the future financial
performance of the Company and TLC. Our opinion assumes that: (i) the Merger
will qualify as a reorganization within the meaning of Section 368(a) of the
Internal Revenue Code of 1986, as amended; (ii) neither CST nor the Acquisition
Sub will recognize any gain or loss for federal income tax purposes as a result
of the receipt by Weatherford of CST Common Stock in exchange for Weatherford
Common Stock in the Merger; and (iii) the holders of CST Common Stock will not
recognize any gain or loss for federal income tax purposes as a result of the
receipt of Weatherford Common Stock as partial consideration for their CST
Common Stock in the Merger. Prudential

E-2
<PAGE> 205
PRUDENTIAL SECURITIES INCORPORATED

[PRUDENTIAL SECURITIES LOGO]

Securities has assumed that such taxes are the only relevant taxes for purposes
of the Prudential Securities Opinion other than taxes that may be applicable to
the Cash Consideration as set forth in such opinion.

For purposes of our opinion, we have assumed that the stockholders of CST
at the effective time of the Merger will be legally entitled to compel
performance by C2 of the C2 Agreement in accordance with its terms in a legal
proceeding brought by such stockholders and we have further assumed that the C2
Agreement will not be amended or modified. In addition, we have assumed that all
Weatherford Common Stock Purchases will be executed in open market transactions
on a nationally recognized securities exchange or in such other transactions
having terms that are at least as favorable as would have been obtained in such
open market purchases at the time of such other transactions.

Our engagement by the Company was limited to reviewing the financial terms
of the transactions described herein, and, accordingly, our opinion does not
address, nor should it be construed to address, the relative merits of the
Transaction or alternative business strategies that may be available to the
Company. In addition, this opinion does not in any manner address the prices at
which Weatherford Common Stock or C2 Common Stock will trade following
consummation of the Merger or the liquidity of the market that may exist for the
C2 Common Stock. Further, our opinion is necessarily based on economic,
financial and market conditions as they exist and can only be evaluated as of
the date hereof. For purposes of rendering this opinion, we have assumed that
the Company will not consummate the Transaction under circumstances where the
closing price of Weatherford Common Stock is less than $13.00 per share on the
closing date of the Merger.

As you know, we have been retained by the Company to render this opinion in
connection with the Merger and will receive a fee for such services, the
majority of which fee is contingent upon the consummation of the Merger. In the
ordinary course of business we may actively trade the shares of CST Common Stock
and Weatherford Common Stock for our own account and for the accounts of
customers and, accordingly, may at any time hold a long or short position in
such securities.

This letter and the opinion expressed herein are for the use of the
Independent Committee of the Board of Directors and the Board of Directors of
the Company. This opinion does not constitute a recommendation to the
stockholders of the Company as to how such stockholders should vote in
connection with the Merger or as to any other action such stockholders should
take regarding the Merger. This opinion may not be reproduced, summarized,
excerpted from or otherwise publicly referred to or disclosed in any manner,
without our prior written consent; except that the Company may include this
opinion in its entirety (a) in any proxy statement, or information statement
relating to the Merger sent to the Company's stockholders or (b) in a
registration statement filed under the Securities Act of 1933 with respect to
the C2 Common Stock to be issued pursuant to the C2 Optional Purchase.

Based upon and subject to the foregoing, we are of the opinion that, as of
the date hereof, the Transaction is fair to the stockholders of the Company from
a financial point of view.

Very truly yours,

/s/ PRUDENTIAL SECURITIES INCORPORATED
PRUDENTIAL SECURITIES INCORPORATED

E-3
<PAGE> 206

APPENDIX G
<TABLE>
<S> <C> <C> <C> <C>
UNITED STATES INTERNATIONAL
Arcadia Los Angeles [AMERICAN APPRAISAL ASSOCIATES LOGO] Argentina Morocco
Atlanta Milwaukee American Appraisal Associates(R) Brazil Peru
Boston Minneapolis 411 East Wisconsin Avenue Canada Philippines
Buffalo New Orleans Suite 1900 China Poland
Charlotte New York P.O. Box 664 Czech Republic Portugal
Chicago Philadelphia Milwaukee, Wisconsin 53201-0664 England Russia
Cincinnati Pittsburgh Telephone (414) 271-7240 Hong Kong Spain
Dallas Princeton Hungary Taiwan
Denver Rolling Meadows Italy Thailand
Detroit St. Louis Japan Venezuela
Houston San Francisco Mexico
Irvine Tampa
</TABLE>

December 1, 1997

Boards of Directors
Christiana Companies, Inc.
EVI, Inc. and
C2, Inc.

This letter is furnished at the request of Christiana Companies, Inc.
("CST") regarding the proposed restructuring (the "Restructuring") of Total
Logistic Control, LLC ("TLC").

OVERVIEW

We understand that CST currently holds 100% of the member interests of TLC
(the "TLC Member Interest"). Pursuant to the Restructuring, CST intends to sell
two-thirds ( 2/3) of its TLC Member Interest to a new company, C2, Inc. ("C2").
We also understand that as part of the Restructuring, CST has a put exercisable
after five years from the Restructuring (the "Put") to sell its remaining
one-third TLC Member Interests to C2.

As part of the Restructuring, TLC intends to enter into a $65.0 million
revolving line of credit (the "Revolver" or "the Financing") with a group of
banks led by Firstar Bank Milwaukee, N.A. (Firstar Bank Milwaukee, N.A. and the
banks collectively referred to herein as "the Banks"). We understand that the
Financing will be used to refinance (the "Refinancing") existing debt of TLC,
and as part of the Restructuring, TLC will pay a $20.0 million dividend (the
"Dividend") to CST and repay a $3.0 million subordinated note to CST (the
"Subordinated Note"), thereby drawing an additional $23.0 million on the
Revolver over and above the amount needed for the Refinancing.

We understand that there will be a number of other transactions involving
CST as well as CST and EVI, Inc. ("EVI") which are not a part of this Opinion.

The transactions contemplated as a result of the Restructuring, the
Revolver, the Dividend, the Refinancing, the repayment of the Subordinated Note
and the Financing and the payment of related fees and expenses are collectively
referred to as the "Transaction".

SOLVENCY TESTS AND DEFINITIONS

In connection with the Transaction, you have requested that we render a
written opinion (the "Opinion") addressed to the Board of Directors of CST and
EVI and C2, as to whether, assuming the Transaction has been consummated
substantially as proposed after, and giving effect to, the consummation of the
Transaction:

(a) The fair value of the aggregate assets of TLC will exceed its
respective total liabilities (including, without limitation, subordinated,
unmatured, unliquidated, disputed and contingent liabilities);

G-1
<PAGE> 207

(b) The present fair saleable value of the aggregate assets of TLC
will be greater than its respective probable liabilities on its debts as
such debts become absolute and matured;

(c) TLC will be able to pay its respective debts and other
liabilities, including contingent liabilities and other commitments, as
they mature; and

(d) TLC will not have unreasonably small capital for the business in
which it is engaged, as managements of TLC and CST have indicated such
business is now conducted and proposed to be conducted following the
consummation of the Transaction.

For purposes of the Opinion, the following terms will have meanings set
forth below:

(1) "Fair value" means the amount at which the aggregate assets would
change hands between a willing buyer and a willing seller, within a
commercially reasonable period of time, each having reasonable knowledge of
the relevant facts, neither being under any compulsion to act, with equity
to both;

(2) "Present fair saleable value" means the amount that may be
realized if the aggregate assets are sold with reasonable promptness in an
arm's-length transaction under present conditions in a current market for
the sale of assets of a comparable business enterprise;

(3) "Contingent liabilities" of TLC means the maximum estimated amount
of contingent liabilities which contingent liabilities have been identified
to us by responsible officers and employees of TLC and CST, their
respective accountants and financial advisors, and such other experts as we
deemed necessary to consult, and valued by AAA after consultation with
responsible officers and employees of TLC and CST, and/or such industry,
economic and other experts as we deemed necessary to consult (the valuation
of contingent liabilities to be computed in light of all of the facts and
circumstances existing at the time of such valuation as an amount that can
reasonably be expected to become an actual or matured liability), which
contingent liabilities may not meet the criteria for accrual under
Statement of Financial Accounting Standards No. 5 and therefore may not be
recorded as liabilities under Generally Accepting Accounting Principles
("GAAP");

(4) "Able to pay its debts as they mature" means that assuming the
Transaction has been consummated as proposed (and taking into consideration
additional borrowing capacity under TLC's Revolver) during the period
covered July 1, 1997 through June 30, 2002 covered by the financial
projections faxed to American Appraisal Associates, Inc. on November 17,
1997 and prepared by CST and TLC management (the "Financial Projections"),
TLC will have positive cash flow after paying its scheduled anticipated
indebtedness; the realization of current assets in the ordinary course of
business will be sufficient to pay recurring current debt, short-term debt,
long-term debt service and other contractual obligations, including
contingent liabilities, as such obligations mature; and the cash flow will
be sufficient to provide cash necessary to repay TLC's long-term
indebtedness as such debt matures; and

(5) "Will not have unreasonably small capital with which to conduct
its business" means that TLC will not lack sufficient capital for the needs
and anticipated needs for capital of its business, including contingent
liabilities, as management of TLC and CST have indicated it is, and
proposed to be, conducted following the consummation of the Transaction.

No representation is made herein as to the sufficiency of the above
definitions for any purpose; such definitions are used solely for setting forth
the scope of our Opinion.

VALUATION METHODOLOGY

In rendering our Opinion, we have valued the aggregate assets of TLC, on a
going concern basis, immediately after, and giving effect to the Transaction and
the associated indebtedness incurred or remaining outstanding in connection
therewith. The valuation included the aggregate assets of the business of TLC or
total invested capital as represented by the total net working capital, tangible
plant, property and equipment, and intangible assets of the business enterprise.
We believe that this is a reasonable basis to value TLC.
G-2
<PAGE> 208

Nothing has come to our attention that causes us to believe that TLC, after the
Transaction, is not a going concern.

The determination of fair value and present fair saleable value was based
on the generally accepted valuation principles used in the market and discounted
cash flow approaches, described as follows:

Market Approach -- Based on correlation of (a) current stock market
prices of publicly held companies whose businesses are similar to that of
TLC and premiums paid over market price by acquirors of total or
controlling ownership in such businesses; and (b) acquisition prices paid
for total ownership positions in business whose lines of business are
similar to that of TLC.

Discounted Cash Flow Approach -- Based on the present value of TLC's
future debt-free operating cash flow as estimated by the management of TLC
contained in the Financial Projections. The present value is determined by
discounting the projected operating cash flow at a rate of return that
reflects the financial and business risks of TLC.

Our Opinion of fair value and present fair saleable value is subject to the
following conditions:

(i) Any sale of TLC, including the underlying assets thereof, will be
completed as the sale of an ongoing business entity;

(ii) A "commercially reasonable period" of time means at least twelve
months for a willing buyer and a willing seller to agree on price and
terms, plus the time necessary to complete the sale of TLC;

(iii) "Reasonable promptness" means a period of time of nine to twelve
months for a willing buyer and a willing seller to agree on price and
terms, plus the time necessary to complete the sale of TLC; and

(iv) In determining the fair value and present fair saleable value of
the assets of TLC, any taxes or transaction costs which may be owed by TLC
as a result of the Transaction, other than those specifically identified in
the Financial Projections were not considered.

While we believe that TLC would be marketable as a separate business
enterprise, we have not been requested to identify, and have not identified,
potential purchasers or to ascertain the actual prices and terms of which TLC
can currently be sold. Furthermore, because the sale of any business enterprise
involves numerous assumptions and uncertainties, not all of which can be
quantified or ascertained prior to engaging in an actual selling effort, we
express no opinion as to whether TLC could actually be sold for amounts we
believe to be equivalent to the fair value and present fair saleable values.

FINANCIAL RESULTS AND PROJECTIONS

In connection with the analysis underlying the Opinion, we were provided
historical and projected operating results (the Financial Projections as
previously defined). In addition to this information, we were provided other
operating data and information all of which has been accepted, without
independent verification, as representing a fair statement of historical and
projected results of TLC, in the opinion of the managements of TLC and CST.
However, in the course of our investigation, nothing has led us to believe that
our acceptance and reliance on such operating data and information was
unreasonable.

Although we have not independently verified the accuracy and completeness
of the Financial Projections and forecasts, or any of the assumptions,
estimates, or judgments referred to therein, or the basis therefore, and
although no assurances can be given that such Financial Projections and
forecasts can be realized or that actual results will not vary materially from
those projected, nothing has come to our attention during the course of our
engagement which led us to believe that any information reviewed by us or
presented to us in connection with our rendering of the Opinion is unreasonable
in any material respect or that it was unreasonable for us to utilize and rely
upon the financial projections, financial statements, assumptions, description
of the business and liabilities, estimates and judgments of the management of
TLC and CST, and their respective counsel, accountants and financial advisors.
Our Opinion is necessarily based on business,

G-3
<PAGE> 209

economic, market and other conditions as they currently exist and as they can be
evaluated by us at the date of this Opinion.

CONTINGENT LIABILITIES

In determining the amount that would be required to pay the total
liabilities of TLC as such liabilities become absolute and mature for purposes
of Opinion (b) below, we have applied valuation techniques, including present
value analysis, using appropriate rates over appropriate periods, to the amounts
that will be required from time to time to pay such liabilities and contingent
liabilities as they become absolute and mature based on their scheduled
maturities.

In the course of our investigation of identified contingent liabilities,
the areas brought to our attention by the management of TLC included, but were
not limited to: (i) the adequacy of the corporate safety and insurance program;
(ii) lawsuits or claims filed and or pending against TLC; (iii) environmental
matters; (iv) customer concentration; and (v) liabilities of TLC in connection
with the Agreement and Plan of Merger by and among EVI, Christiana Acquisition
Co., C2 and CST, anticipated to be dated and signed on December 4, 1997 (the
"Merger Agreement"), and the Proposed Agreement among EVI, CST, TLC, and C2
regarding the purchase of TLC Member Interests anticipated to be dated and
signed on December 4, 1997 (the "TLC Acquisition Agreement").

We have determined that reserves for the contingent liabilities have been
made in the pro forma consolidated balance sheet as of September 30, 1997 (the
"Pro Forma Balance Sheet") prepared and furnished to us by the management of
TLC, and provisions for the ongoing expenses related to these issues have been
included with the projection of income and expenses presented in the Financial
Projections, and are considered in our valuation study as ongoing business
operating expenses. We have taken these identified contingent liabilities into
account in rendering our Opinion and have concluded that such liabilities and
ongoing expenses do not require any qualification of our Opinion. Our conclusion
is based on, among other things: (i) our review of various acquisition
transactions, including leveraged transactions and significant debt-financed
recapitalization transactions, involving corporations engaged in businesses
similar to those of TLC; (ii) the opinion of the managements of TLC and CST that
the issues concerning various lawsuits, claims and other identified contingent
liabilities will not have a material adverse effect on the financial position of
TLC; and (iii) our discussions with the managements of TLC and CST, their
accountants, consultants and counsel concerning, and our investigation of, the
various lawsuits, claims and other contingent liabilities identified to us.

We have assumed that as of the effective date of the closing of the
Transaction, the total identified liabilities of TLC will be only those
liabilities set forth in its respective Pro Forma Balance Sheet and incorporated
in the Financial Projections that were prepared by TLC and CST and furnished to
us by the managements of TLC and CST and their financial advisors. In the course
of our investigation, nothing came to our attention which caused us to believe
such assumptions to be unreasonable. The Pro Forma Balance Sheet is the
unaudited Pro Forma Opening Balance Sheet for TLC as of September 30, 1997
reflecting the closing of the Transaction, as reflected in the Financial
Projections and adjusted to give effect to (a) the planned financing of the
Transaction; and (b) the application of the proceeds of the financing and
restated by us to reflect the fair value and present fair saleable value of TLC.

TLC's and CST's management have represented to us, and we have relied on
the representations of the managements of TLC and CST that no adverse changes
have occurred since their preparation which would materially impact the content
of TLC's Pro Forma Balance Sheet and Financial Projections. Nothing has come to
our attention which would lead us to believe our reliance on such
representations to be unreasonable.

OPINION CONDITIONS AND ASSUMPTIONS

We have assumed, without independent verification, that the Pro Forma
Balance Sheet and Financial Projections provided to us have been reasonably
prepared and reflect the best currently available estimates, after the
consummation of the Transaction, of the future financial results and conditions
of TLC, and that there has been no material adverse change in the assets,
financial condition, business or prospects of TLC,
G-4
<PAGE> 210

since the date of the most recent financial statements made available to us.
Nothing has come to our attention which would lead us to believe that the
foregoing assumption is unreasonable. Further our Opinion is subject to the
following assumptions:

(i) The Transaction is consummated as described herein;

(ii) Pursuant to the terms and conditions of the various financing
documents, the operating cash flow of TLC will be made available and used
to satisfy its obligations as they mature;

(iii) Our opinion of TLC's ability to be able to pay its debts and
other liabilities including contingent liabilities and other commitments,
as they mature, is limited to the period of time of the Financial
Projections;

(iv) Any indebtedness of TLC is permitted to be refinanced in
conformity with common business practice to the extent consistent with
covenants in the various Financing documents;

OPINION DUE DILIGENCE

In connection with our Opinion, we have made such reviews, analyses and
inquiries as we have deemed necessary and appropriate under the circumstances.
Among other things, we have:

(i) Reviewed the Transaction documents including but not limited to
the following: (a) draft of the Credit Agreement among Total Logistic
Control, LLC, as Borrower and Firstar Bank Milwaukee, N.A., as Agent for
the Banks; (b) the Merger Agreement; and (c) the TLC Acquisition Agreement.

(ii) Reviewed the Financial Projections prepared by CST and TLC and
inquired of managements of CST and TLC as to the foundation for any such
projections and the basic assumptions made in the preparation of the
Financial Projections relating to the type of business, geographic markets,
economic conditions, and capital facilities and working capital
requirements;

(iii) Reviewed audited and unaudited historical financial statements
of TLC including income statements, balance sheets and cash flow statements
as provided by management of and their accounting firm:

(iv) Discussed historical and projected operating results and industry
data, including the impact of future trends on the industry and TLC, as
well as the effects of Financing and the Transaction with management of CST
and TLC;

(v) Reviewed internal financial analyses and other internally
generated data with CST and TLC including asset valuations of TLC, if any;

(vi) Inquired of management of CST and TLC as to estimated levels of
cash and working capital to be required by TLC after the Transaction;

(vii) Reviewed certain publicly available economic, financial and
market information as it relates to the business operations of TLC;

(viii) Reviewed information regarding businesses similar to TLC and
investigated the financial terms and post-transaction performance of recent
acquisitions;

(ix) Discussed all of the foregoing information, where appropriate,
with management of CST and TLC and their respective employees and agents;

(x) Met with members of the senior management of CST and TLC, to
discuss the business, properties, past history, results of operations and
prospects of TLC, including discussions of the competitive environment in
which TLC will operate;

(xi) Held discussions with representatives of CST's and TLC's
independent accounting firm, financial advisors and counsel to discuss
certain matters; and

G-5
<PAGE> 211

(xii) Conducted such other studies, analyses and investigations as we
deemed relevant or necessary for purposes of the Opinion.

OPINION

Based on the foregoing, and in reliance thereon, it is our opinion as of
this date that, assuming the Transaction has been consummated as proposed,
immediately after giving effect to, the consummation of the Transaction:

(a) The fair value of the aggregate assets of TLC exceed its
respective total liabilities (including, without limitation, subordinated,
unmatured, unliquidated, disputed and contingent liabilities);

(b) The present fair saleable value of the aggregate assets of TLC is
greater than its respective probable liabilities on its debts as such debts
become absolute and matured;

(c) TLC is able to pay its respective debts and other liabilities,
including contingent liabilities and other commitments, as they mature; and

(d) TLC does not have unreasonably small capital for the business in
which it is engaged, as managements of TLC and CST have indicated such
business is now conducted and proposed to be conducted following the
consummation of the Transaction.

It is understood that this Opinion is solely for the information of the
above mentioned addressees, their successors, assignees, participants, title
companies delivering policies or commitments with respect to the Financing and
transferees, and is not to be quoted, or referred to, in whole or in part, in
any written document other than a reference in (i) the filing and disclosure of
the Opinion with the Securities and Exchange Commission (the "SEC") and any
state securities commission or blue sky authority, or other governmental
authority or agency if such filing or disclosure is required pursuant to the
rules and regulations thereof, or required by applicable law in the opinion of
TLC's counsel; (ii) the use or disclosure of the Opinion upon the demand, order
or request of any court, administrative or governmental agency or regulatory
body (whether or not such demand, order or request has the force of law) or as
may be required or appropriate in response to any summons, subpoena, or
discovery requests; (iii) the attachment of this Opinion as an exhibit to the
Transaction documents governing the Financing; (iv) the disclosure of this
Opinion in connection with (A) the Transaction; (B) the prospective sale,
assignment, participation or any other disposition by the Banks or any right of
interest in the Financing; (C) an audit of TLC by an independent public
accountant or any administrative agency or regulation body; or (D) the exercise
of any right or remedy, defense or claim by TLC in any litigation, or any
governmental proceeding or investigation to which TLC is subject or purported to
be subject; (v) the disclosure of the Opinion as may be requested, required or
ordered in, or to protect TLC's interest in, any litigation, governmental
proceeding or investigation to which any of such persons or entities is subject
or purported to be subject; or (vi) the disclosure of the Opinion as otherwise
required by, or reasonably determined by TLC to be required by any law, order,
regulation or ruling to TLC.

Very truly yours,

AMERICAN APPRAISAL ASSOCIATES, INC.

/s/ NANCY M. CZAPLINSKI
Nancy M. Czaplinski
Assistant Vice President

G-6
<PAGE> 212

APPENDIX H

DISSENTERS' RIGHTS PROVISIONS OF THE
WISCONSIN BUSINESS CORPORATION LAW

180.1301 DEFINITIONS. In Sections 180.1301 to 180.1331:

(1) "Beneficial shareholder" means a person who is a beneficial owner of
shares held by a nominee as the shareholder.

(1m) "Business combination" has the meaning given in Section 180.1130(3).

(2) "Corporation" means the issuer corporation or, if the corporate action
giving rise to dissenters' rights under Section 180.1302 is a merger or share
exchange that has been effectuated, the surviving domestic corporation or
foreign corporation of the merger or the acquiring domestic corporation or
foreign corporation of the share exchange.

(3) "Dissenter" means a shareholder or beneficial shareholder who is
entitled to dissent from corporate action under Section 180.1302 and who
exercises that right when and in the manner required by Sections 180.1320 to
180.1328.

(4) "Fair value", with respect to a dissenter's shares other than in a
business combination, means the value of the shares immediately before the
effectuation of the corporate action to which the dissenter objects, excluding
any appreciation or depreciation in anticipation of the corporate action unless
exclusion would be inequitable. "Fair value", with respect to a dissenter's
shares in a business combination, means market value, as defined in
Section 180.1130(9)(a)1. to 4.

(5) "Interest" means interest from the effectuation date of the corporate
action until the date of payment, at the average rate currently paid by the
corporation on its principal bank loans or, if none, at a rate that is fair and
equitable under all of the circumstances.

(6) "Issuer corporation" means a domestic corporation that is the issuer of
the shares held by a dissenter before the corporate action.

180.1302 RIGHT TO DISSENT. (1) Except as provided in sub. (4) and Section
180.1008(3), a shareholder or beneficial shareholder may dissent from, and
obtain payment of the fair value of his or her shares in the event of, any of
the following corporate actions:

(a) Consummation of a plan of merger to which the issuer corporation
is a party if any of the following applies:

1. Shareholder approval is required for the merger by Section
180.1103 or by the articles of incorporation.

2. The issuer corporation is a subsidiary that is merged with its
parent under Section 180.1104.

(b) Consummation of a plan of share exchange if the issuer
corporation's shares will be acquired, and the shareholder or the
shareholder holding shares on behalf of the beneficial shareholder is
entitled to vote on the plan.

(c) Consummation of a sale or exchange of all, or substantially all,
of the property of the issuer corporation other than in the usual and
regular course of business, including a sale in dissolution, but not
including any of the following:

1. A sale pursuant to court order.

2. A sale for cash pursuant to a plan by which all or substantially
all of the net proceeds of the sale will be distributed to the
shareholders within one year after the date of sale.

(d) Except as provided in sub. (2), any other corporate action taken
pursuant to a shareholder vote to the extent that the articles of
incorporation, bylaws or a resolution of the board of directors provides
that the voting or nonvoting shareholder or beneficial shareholder may
dissent and obtain payment for his or her shares.

(2) Except as provided in sub. (4) and Section 180.1008(3), the
articles of incorporation may allow a shareholder or beneficial shareholder
to dissent from an amendment of the articles of incorporation and
H-1
<PAGE> 213

obtain payment of the fair value of his or her shares if the amendment
materially and adversely affects rights in respect of a dissenter's shares
because it does any of the following:

(a) Alters or abolishes a preferential right of the shares.

(b) Creates, alters or abolishes a right in respect of redemption,
including a provision respecting a sinking fund for the redemption or
repurchase, of the shares.

(d) Excludes or limits the right of the shares to vote on any matter
or to cumulate votes, other than a limitation by dilution through issuance
of shares or other securities with similar voting rights.

(e) Reduces the number of shares owned by the shareholder or
beneficial shareholder to a fraction of a share if the fractional share so
created is to be acquired for cash under Section 180.0604.

(3) Notwithstanding sub.(1)(a) to (c), if the issuer corporation is a
statutory close corporation under Sections 180.1801 to 180.1837, a shareholder
of the statutory close corporation may dissent from a corporate action and
obtain payment of the fair value of his or her shares, to the extent permitted
under sub. (1)(d) or (2) or Section 180.1803, 180.1813(1)(d) or (2)(b),
180.1815(3) or 180.1829(1)(c).

(4) Except in a business combination or unless the articles of
incorporation provide otherwise, subs. (1) and (2) do not apply to the holders
of shares of any class or series if the shares of the class or series are
registered on a national securities exchange or quoted on the national
association of securities dealers, inc., automated quotations system on the
record date fixed to determine the shareholders entitled to notice of a
shareholders meeting at which shareholders are to vote on the proposed corporate
action.

(5) Except as provided in Section 180.1833, a shareholder or beneficial
shareholder entitled to dissent and obtain payment for his or her shares under
Sections 180.1301 to 180.1331 may not challenge the corporate action creating
his or her entitlement unless the action is unlawful or fraudulent with respect
to the shareholder, beneficial shareholder or issuer corporation.

180.1303 DISSENT BY SHAREHOLDERS AND BENEFICIAL SHAREHOLDERS. (1) A shareholder
may assert dissenters' rights as to fewer than all of the shares registered in
his or her name only if the shareholder dissents with respect to all shares
beneficially owned by any one person and notifies the corporation in writing of
the name and address of each person on whose behalf he or she asserts
dissenters' rights. The rights of a shareholder who under this subsection
asserts dissenters' rights as to fewer than all of the shares registered in his
or her name are determined as if the shares as to which he or she dissents and
his or her other shares were registered in the names of different shareholders.

(2) A beneficial shareholder may assert dissenters' rights as to shares
held on his or her behalf only if the beneficial shareholder does all of the
following:

(a) Submits to the corporation the shareholder's written consent to
the dissent not later than the time that the beneficial shareholder asserts
dissenters' rights.

(b) Submits the consent under par.(a) with respect to all shares of
which he or she is the beneficial shareholder.

180.1320 NOTICE OF DISSENTERS' RIGHTS. (1) If proposed corporate action
creating dissenters' rights under Section 180.1302 is submitted to a vote at a
shareholders' meeting, the meeting notice shall state that shareholders and
beneficial shareholders are or may be entitled to assert dissenters' rights
under Sections 180.1301 to 180.1331 and shall be accompanied by a copy of those
sections.

(2) If corporate action creating dissenters' rights under Section 180.1302
is authorized without a vote of shareholders, the corporation shall notify, in
writing and in accordance with Section 180.0141, all shareholders entitled to
assert dissenters' rights that the action was authorized and send them the
dissenters' notice described in Section 180.1322.

H-2
<PAGE> 214

180.1321 NOTICE OF INTENT TO DEMAND PAYMENT. (1) If proposed corporate action
creating dissenters' rights under Section 180.1302 is submitted to a vote at a
shareholders' meeting, a shareholder or beneficial shareholder who wishes to
assert dissenters' rights shall do all of the following:

(a) Deliver to the Issuer corporation before the vote is taken written
notice that complies with Section 180.0141 of the shareholder's or
beneficial shareholder's intent to demand payment for his or her shares if
the proposed action is effectuated.

(b) Not vote his or her shares in favor of the proposed action.

(2) A shareholder or beneficial shareholder who fails to satisfy sub.(1) is
not entitled to payment for his or her shares under Sections 180.1301 to
180.1331.

180.1322 DISSENTERS' NOTICE. (1) If proposed corporate action creating
dissenters' rights under Section 180.1302 is authorized at a shareholders'
meeting, the corporation shall deliver a written dissenters' notice to all
shareholders and beneficial shareholders who satisfied Section 180.1321.

(2) The dissenters' notice shall be sent no later than 10 days after the
corporate action is authorized at a shareholders' meeting or without a vote of
shareholders, whichever is applicable. The dissenters' notice shall comply with
Section 180.0141 and shall include or have attached all of the following:

(a) A statement indicating where the shareholder or beneficial
shareholder must send the payment demand and where and when certificates
for certificated shares must be deposited.

(b) For holders of uncertificated shares, an explanation of the extent
to which transfer of the shares will be restricted after the payment demand
is received.

(c) A form for demanding payment that includes the date of the first
announcement to news media or to shareholders of the terms of the proposed
corporate action and that requires the shareholder or beneficial
shareholder asserting dissenters' rights to certify whether he or she
acquired beneficial ownership of the shares before that date.

(d) A date by which the corporation must receive the payment demand,
which may not be fewer than 30 days nor more than 60 days after the date on
which the dissenters' notice is delivered.

(3) A copy of Sections 180.1301 to 180.1331.

180.1323 DUTY TO DEMAND PAYMENT. (1) A shareholder or beneficial shareholder
who is sent a dissenters' notice described in Section 180.1322, or a beneficial
shareholder whose shares are held by a nominee who is sent a dissenters' notice
described in Section 180.1322, must demand payment in writing and certify
whether he or she acquired beneficial ownership of the shares before the date
specified in the dissenters' notice under Section 180.1322(2)(c). A shareholder
or beneficial shareholder with certificated shares must also deposit his or her
certificates in accordance with the terms of the notice.

(2) A shareholder or beneficial shareholder with certificated shares who
demands payment and deposits his or her share certificates under sub. (1)
retains all other rights of a shareholder or beneficial shareholder until these
rights are canceled or modified by the effectuation of the corporate action.

(3) A shareholder or beneficial shareholder with certificated or
uncertificated shares who does not demand payment by the date set in the
dissenters' notice, or a shareholder or beneficial shareholder with certificated
shares who does not deposit his or her share certificates where required and by
the date set in the dissenters' notice, is not entitled to payments for his or
her shares under Sections 180.1301 to 180.1331.

180.1324 RESTRICTIONS ON UNCERTIFICATED SHARES. (1) The issuer corporation may
restrict the transfer of uncertificated shares from the date that the demand for
payment for those shares is received until the corporate action is effectuated
or the restrictions released under Section 180.1326.

(2) The shareholder or beneficial shareholder who asserts dissenters'
rights as to uncertificated shares retains all of the rights of a shareholder or
beneficial shareholder, other than those restricted under sub. (1), until these
rights are canceled or modified by the effectuation of the corporate action.

180.1325 PAYMENT. (1) Except as provided in Section 180.1327, as soon as the
corporate action is effectuated or upon receipt of a payment demand, whichever
is later, the corporation shall pay each shareholder or beneficial shareholder
who has complied with Section 180.1323 the amount that the corporation estimates
to be the fair value of his or her shares, plus accrued interest.
H-3
<PAGE> 215

(2) The payment shall be accompanied by all of the following:

(a) the corporation's latest available financial statements, audited
and including footnote disclosure if available, but including not less than
a balance sheet as of the end of a fiscal year ending not more than 16
months before the date of payment, an income statement for that year, a
statement of changes in shareholders' equity for that year and the latest
available interim financial statements, if any.

(b) A statement of the corporation's estimate of the fair value of the
shares.

(d) A statement of the dissenter's right to demand payment under
Section 180.1328 if the dissenter is dissatisfied with the payment.

(e) A copy of Sections 180.1301 to 180.1331.

180.1326 FAILURE TO TAKE ACTION. (1) If an issuer corporation does not
effectuate the corporate action within 60 days after the date set under
Section 180.1322 for demanding payment, the issuer corporation shall return the
deposited certificates and release the transfer restrictions imposed on
uncertificated shares.

(2) If after returning deposited certificates and releasing transfer
restrictions, the issuer corporation effectuates the corporate action, the
corporation shall deliver a new dissenters' notice under Section 180.1322 and
repeat the payment demand procedure.

180.1327 AFTER-ACQUIRED SHARES. (1) A corporation may elect to withhold payment
required by Section 180.1325 from a dissenter unless the dissenter was the
beneficial owner of the shares before the date specified in the dissenters'
notice under Section 180.1322 (2)(c) as the date of the first announcement to
news media or to shareholders of the terms of the proposed corporate action.

(2) To the extent that the corporation elects to withhold payment under
sub. (1) after effectuating the corporate action, it shall estimate the fair
value of the shares, plus accrued interest, and shall pay this amount to each
dissenter who agrees to accept it in full satisfaction of his or her demand. The
corporation shall send with its offer a statement of its estimate of the fair
value of the shares, an explanation of how the interest was calculated, and a
statement of the dissenter's right to demand payment under Section 180.1328 if
the dissenter is dissatisfied with the offer.

180.1328 PROCEDURE IF DISSENTER DISSATISFIED WITH PAYMENT OR OFFER. (1) A
dissenter may, in the manner provided in sub. (2), notify the corporation of the
dissenter's estimate of the fair value of his or her shares and amount of
interest due, and demand payment of his or her estimate, less any payment
received under Section 180.1325, or reject the offer under Section 180.1327 and
demand payment of the fair value of his or her shares and interest due, if any
of the following applies:

(a) The dissenter believes that the amount paid under Section 180.1325
or offered under Section 180.1327 is less than the fair value of his or her
shares or that the interest due is incorrectly calculated.

(b) The corporation fails to make payment under Section 180.1325
within 60 days after the date set under Section 180.1322 for demanding
payment.

(c) The issuer corporation, having failed to effectuate the corporate
action, does not return the deposited certificates or release the transfer
restrictions imposed on uncertificated shares within 60 days after the date
set under Section 180.1322 for demanding payment.

(2) A dissenter waives his or her right to demand payment under this
section unless the dissenter notifies the corporation of his or her demand under
sub. (1) in writing within 30 days after the corporation made or offered payment
for his or her shares. The notice shall comply with Section 180.0141.

180.1330 COURT ACTION. (1) If a demand for payment under Section 180.1328
remains unsettled, the corporation shall bring a special proceeding within 60
days after receiving the payment demand under Section 180.1328 and petition the
court to determine the fair value of the shares and accrued interest. If the
corporation does not bring the special proceeding within the 60-day period, it
shall pay each dissenter whose demand remains unsettled the amount demanded.

(2) The corporation shall bring the special proceeding in the circuit court
for the county where its principal office or, if none in this state, its
registered office is located. If the corporation is a foreign corporation
without a registered office in this state, it shall bring the special proceeding
in the county in this state in which
H-4
<PAGE> 216

was located the registered office of the issuer corporation that merged with or
whose shares were acquired by the foreign corporation.

(3) The corporation shall make all dissenters, whether or not residents of
this state, whose demands remain unsettled parties to the special proceeding.
Each party to the special proceeding shall be served with a copy of the petition
as provided in Section 801.14.

(4) The jurisdiction of the court in which the special proceeding is
brought under sub. (2) is plenary and exclusive. The court may appoint one or
more persons as appraisers to receive evidence and recommend decision on the
question of fair value. An appraiser has the power described in the order
appointing him or her or in any amendment to the order. The dissenters are
entitled to the same discovery rights as parties in other civil proceedings.

(5) Each dissenter made a party to the special proceeding is entitled to
judgment for any of the following:

(a) The amount, if any, by which the court finds the fair value of his
or her shares, plus interest, exceeds the amount paid by the corporation.

(b) The fair value, plus accrued interest, of his or her shares
acquired on or after the date specified in the dissenter's notice under
Section 180.1322 (2)(c), for which the corporation elected to withhold
payment under Section 180.1327.

180.1331 COURT COSTS AND COUNSEL FEES. (1) (a) Notwithstanding Sections 814.01
to 814.04, the court in a special proceeding brought under Section 180.1330
shall determine all costs of the proceeding, including the reasonable
compensation and expenses of appraisers appointed by the court and shall assess
the costs against the corporation, except as provided in par. (b).

(b) Notwithstanding Sections 814.01 and 814.04, the court may assess costs
against all or some of the dissenters, in amounts that the court finds to be
equitable, to the extent that the court finds the dissenters acted arbitrarily,
vexatiously or not in good faith in demanding payment under Section 180.1328.

(2) The parties shall bear their own expenses of the proceeding, except
that, notwithstanding Sections 814.01 to 814.04, the court may also assess the
fees and expenses of counsel and experts for the respective parties, in amounts
that the court finds to be equitable, as follows:

(a) Against the corporation and in favor of any dissenter if the court
finds that the corporation did not substantially comply with
Sections 180.1320 to 180.1328.

(b) Against the corporation or against a dissenter, in favor of any
other party, if the court finds that the party against whom the fees and
expenses are assessed acted arbitrarily, vexatiously or not in good faith
with respect to the rights provided by this chapter.

(3) Notwithstanding Sections 814.01 to 814.04, if the court finds that the
services of counsel and experts for any dissenter were of substantial benefit to
other dissenters similarly situated, the court may award to these counsel and
experts reasonable fees to be paid out of the amounts awarded the dissenters who
were benefited.

H-5
<PAGE> 217

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 20. INDEMNIFICATION OF OFFICERS AND DIRECTORS.

Under Delaware law, a corporation may include provisions in its certificate
of incorporation that will relieve its directors of monetary liability for
breaches of their fiduciary duty to the corporation, except under certain
circumstances, including a breach of the director's duty of loyalty, acts or
omissions of the director not in good faith or which involve intentional
misconduct or a knowing violation of law, the approval of an improper payment of
a dividend or an improper purchase by the corporation of stock or any
transaction from which the director derived an improper personal benefit. The
Registrant's Amended and Restated Certificate of Incorporation, as amended,
provides that the Registrant's directors are not liable to the Registrant or its
stockholders for monetary damages for breach of their fiduciary duty, subject to
the described exceptions specified by Delaware law.

Section 145 of the Delaware General Corporation Law grants to the
Registrant the power to indemnify each officer and director of the Registrant
against liabilities and expenses incurred by reason of the fact that he is or
was an officer or director of the Registrant if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the Registrant and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The Amended and Restated
By-laws of the Registrant provide for indemnification of each officer and
director of the Registrant to the fullest extent permitted by Delaware law.
Messrs. David J. Butters and Robert B. Millard, employees of Lehman Brothers
Inc. ("Lehman"), constitute two of the eight members of the Board of Directors
of the Registrant. Under the restated certificates of incorporation, as amended
to date, of Lehman and its parent, Lehman Brothers Holdings Inc. ("Holdings"),
both Delaware corporations, Messrs. Butters and Millard, in their capacity as
directors of the Registrant, are to be indemnified by Lehman and Holdings to the
fullest extent permitted by Delaware law. Messrs. Butters and Millard are
serving as directors of the Registrant at the request of Lehman and Holdings.

Section 145 of the Delaware General Corporation Law also empowers the
Registrant to purchase and maintain insurance on behalf of any person who is or
was an officer or director of the Registrant against liability asserted against
or incurred by him in any such capacity, whether or not the Registrant would
have the power to indemnify such officer or director against such liability
under the provisions of Section 145. The Registrant has purchased and maintains
a directors' and officers' liability policy for such purposes. Messrs. Butters
and Millard are insured against certain liabilities which they may incur in
their capacity as directors pursuant to insurance maintained by Holdings.

Under the terms of the Agreement dated December 12, 1997, as amended, by
and among the Registrant, Christiana Companies, Inc. ("Christiana"), Total
Logistic Control, LLC ("Logistic") and C2, Inc., Logistic and C2 have agreed to
indemnify the directors and officers of the Registrant for any liability
relating to any claim or damage by any stockholder of Christiana or Weatherford
with respect to the Merger or the Logistic Sale or the transactions relating
thereto, including any claims and liabilities arising under the securities laws
and claims with respect to the Joint Proxy Statement/Prospectus.

ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

<TABLE>
<C> <S>
2.1 -- Agreement and Plan of Merger dated as of March 4, 1998,
by and between EVI, Inc. and Weatherford Enterra, Inc.
(incorporated by reference to Exhibit No. 2.1 to
Amendment No. 1 to Form 8-K on Form 8-K/A, File 1-13086,
filed March 9, 1998).
2.2 -- Amendment No. 1 dated as of April 17, 1998, to the
Agreement and Plan of Merger dated as of March 4, 1998,
by and between EVI, Inc. and Weatherford Enterra, Inc.
(incorporated by reference to Exhibit No. 2.2 to Form
8-K, File 1-13086, filed April 21, 1998).
</TABLE>

II-1
<PAGE> 218
<TABLE>
<C> <S>
2.3 -- Amendment No. 2 dated as of April 22, 1998, to the
Agreement and Plan of Merger dated as of March 4, 1998,
as amended by and between EVI, Inc. and Weatherford
Enterra, Inc. (incorporated by reference to Exhibit No.
2.3 to Form 8-K, File 1-13086, filed April 23, 1998).
2.4 -- Share Purchase Agreement made and entered into as of
January 30, 1998, by and among the shareholders of Nika
Enterprises Ltd., an Alberta corporation, listed on the
signature pages thereto and EVI Oil Tools Canada Ltd., an
Alberta corporation (incorporated by reference to Exhibit
No. 2.1 to the Form 8-K, File 1-13086, filed March 3,
1998).
2.5 -- Agreement and Plan of Merger dated as of December 12,
1997, by and among EVI, Inc., Christiana Acquisition,
Inc., Christiana Companies, Inc. and C2, Inc.
(incorporated by reference to Exhibit No. 2.1 to Form
8-K, File 1-13086, filed December 31, 1997).
2.6 -- Agreement dated as of December 12, 1997, by and among
EVI, Inc., Christiana Companies, Inc., Total Logistic
Control, LLC and C2, Inc. (incorporated by reference to
Exhibit No. 2.2 to Form 8-K, File 1-13086, filed December
31, 1997).
2.7 -- Letter Agreement dated December 12, 1997, by and among
EVI, Inc., Christiana Acquisition, Inc., Christiana
Companies, Inc. and C2, Inc. (incorporated by reference
to Exhibit No. 2.3 to Form 8-K, File 1-13086, filed
December 31, 1997).
2.8 -- Amended and Restated Arrangement Agreement by and between
Taro Industries Limited, and EVI, Inc. and 756745 Alberta
Ltd. And 759572 Alberta Ltd. dated as of December 5, 1997
(incorporated by reference to Exhibit No. 2.4 to Form
8-K, File 1-13086, filed December 31, 1997).
2.9 -- Stock Purchase Agreement dated as of October 9, 1997,
between EVI, Inc. and PACCAR Inc (incorporated by
reference to Exhibit No. 2.1 to Form 8-K, File 1-13086,
filed October 21, 1997).
2.10 -- Stock Purchase Agreement dated as of October 9, 1997,
among certain shareholders of BMW Monarch (Lloydminster)
Ltd., the shareholders of BMW Pump Inc., the shareholder
of Makelki Holdings Ltd., the shareholder of 589979
Alberta Ltd., the shareholders of 600969 Alberta Ltd.,
the shareholders of 391862 Alberta Ltd. and EVI, Inc.
(incorporated by reference to Exhibit No. 2.2 to Form
8-K, File 1-13086, filed October 21, 1997).
2.11 -- Agreement and Plan of Merger dated as of July 16, 1997,
as amended, by and among XLS Holding, Inc., EVI, Inc. and
GPXL, Inc. (incorporated by reference to Exhibit No. 2.1
to Form 8-K, File 1-13086, filed August 26, 1997).
2.12 -- Stock Purchase Agreement dated as of February 21, 1997,
among Seigo Arai, Kanematsu USA Inc. and Energy Ventures,
Inc. (incorporated by reference to Exhibit No. 2.1 to
Form 8-K, File 1-13086, filed March 17, 1997).
2.13 -- Agreement and Plan of Merger dated as of December 5,
1996, among Energy Ventures, Inc., GulfMark Acquisition
Co., GulfMark International, Inc. and New GulfMark
International, Inc. (incorporated by reference to Exhibit
No. 2.2 to Form 8-K, File 1-13086, filed December 26,
1996).
2.14 -- Agreement and Plan of Distribution dated as of December
5, 1996, by and among GulfMark International, Inc., New
GulfMark International, Inc. and Energy Ventures, Inc.
(incorporated by reference to Exhibit No. 2.3 to Form
8-K, File 1-13086, filed December 26, 1996).
</TABLE>

II-2
<PAGE> 219

<TABLE>
<C> <S>
2.15 -- First Amendment to Agreement and Plan of Merger dated as of March 27, 1997, by and
among Energy Ventures, Inc., GulfMark Acquisition Co., GulfMark International, Inc. and
GulfMark Offshore, Inc. (incorporated by reference to Exhibit No. 2.3 to the
Registration Statement on Form S-4, as amended (Reg. No. 333-24133)).
2.16 -- Stock Purchase Agreement dated as of September 14, 1996, by and among Parker Drilling
Company and Energy Ventures, Inc. (incorporated by reference to Exhibit 2.1 to Form
8-K, File 1-13086, filed October 3, 1996).
2.17 -- Agreement and Plan of Merger dated as of June 20, 1996 between Energy Ventures, Inc.,
TCA Acquisition, Inc. and Tubular Corporation of America (incorporated by reference to
Exhibit No. 2.1 to Form 8-K, File 1-13086, filed June 24, 1996).
2.18 -- Amendment No. 1 dated as of May 26, 1998, to the Agreement and Plan of Merger dated as
of December 12, 1997 and to the Agreement dated as of December 12, 1997, by and among
EVI, Inc., Christiana Acquisition, Inc., Christiana Companies, Inc., C2, Inc. and Total
Logistic Control, LLC (incorporated by reference to Exhibit 2.18 to the Registration
Statement on Form S-4, as amended (Reg. No. 333-58741)).
+2.19 -- Amended and Restated Agreement and Plan of Merger among Weatherford International,
Inc., Christiana Acquisition, Inc., Christiana Companies, Inc. and C2, Inc. dated as of
October 14, 1998.
+2.20 -- Amendment No. 2 to Logistic Purchase Agreement by and among Weatherford International,
Inc., Total Logistic Control, LLC, Christiana Companies, Inc. and C2, Inc. dated as of
October 12, 1998.
*2.21 -- Amendment No. 1 to Amended and Restated Agreement and Plan of Merger, by and among
Weatherford International, Inc., Christiana Acquisition, Inc., Christiana Companies,
Inc. and C2, Inc. dated as of January 5, 1999.
*2.22 -- Amendment No. 3 to Logistic Purchase Agreement, by and among Weatherford International,
Inc., Total Logistic Control, LLC, Christiana Companies, Inc. and C2, Inc. dated as of
January 5, 1999.
3.1 -- Amended and Restated Certificate of Incorporation of the Registrant (incorporated by
reference to Exhibit No. 3.1 to Form 8-K, File 1-13086, filed June 2, 1998).
3.2 -- Amended and Restated By-laws of the Registrant, as amended (incorporated by reference
to Exhibit No. 3.2 to Form 8-K, File 1-13086, filed June 2, 1998).
+3.3 -- Certificate of Amendment to Amended and Restated Certificate of Incorporation of the
Registrant.
4.1 -- See Exhibit Nos. 3.1, 3.2 and 3.3 for provisions of the Amended and Restated
Certificate of Incorporation, as amended, and Amended and Restated By-laws of the
Registrant defining the rights of the holders of Common Stock.
4.2 -- Amended and Restated Credit Agreement dated as of May 27, 1998, among EVI Weatherford,
Inc., EVI Oil Tools Canada Ltd., Chase Bank of Texas, National Association, as U.S.
Administrative Agent, The Bank of Nova Scotia, as Documentation Agent and Canadian
Agent, ABN AMRO Bank, N.V., as Syndication Agent, and the other Lenders defined
therein, including the forms of Notes (incorporated by reference to Exhibit No. 4.1 to
Form 8-K, File 1-13086, filed June 16, 1998).
4.3 -- Indenture dated March 15, 1994, among Energy Ventures, Inc., as Issuer, the Subsidiary
Guarantors party thereto, as Guarantors, and Chemical Bank, as Trustee (incorporated by
reference to Form 8-K, File 1-13086, filed April 5, 1994).
</TABLE>

II-3
<PAGE> 220

<TABLE>
<C> <S>
4.4 -- Specimen 10 1/4% Senior Note due 2004 of Energy Ventures,
Inc. (incorporated by reference to Form 8-K, File
1-13086, filed April 5, 1994).
4.5 -- First Supplemental Indenture by and among Energy
Ventures, Inc., Prideco and Chemical Bank, as trustee,
dated June 30, 1995 (incorporated by reference to Exhibit
No. 4.4 to the Registration Statement on Form S-3 (Reg.
No. 33-61933)).
4.6 -- Second Supplemental Indenture by and among Energy
Ventures, Inc., EVI Arrow, Inc., EVI Watson, Inc. and The
Chase Manhattan Bank, as trustee, dated effective as of
December 6, 1996 (incorporated by reference to Exhibit
4.6 to Form 10-K, File 1-13086, filed March 20, 1997).
4.7 -- Third Supplemental Indenture by and among EVI, Inc.,
Ercon, Inc. and The Chase Manhattan Bank, as trustee,
dated effective as of May 1, 1997 (incorporated by
reference to Exhibit 99.2 to Form 8-K, File 1-13086,
filed October 27, 1997).
4.8 -- Fourth Supplemental Indenture by and among EVI, Inc., XLS
Holding, Inc., XL Systems, Inc. and The Chase Manhattan
Bank, as trustee, dated effective as of August 25, 1997
(incorporated by reference to Exhibit 99.3 to Form 8-K,
File 1-13086, filed October 27, 1997).
4.9 -- Fifth Supplemental Indenture by and between EVI, Inc. and
The Chase Manhattan Bank dated as of December 12, 1997
(including the Form of Note and Form of Exchange Note)
(incorporated by reference to Exhibit 4.1 to Form 8-K,
File 1-13086, filed December 31, 1997).
4.10 -- Indenture dated as of October 15, 1997, between EVI, Inc.
and The Chase Manhattan Bank, as Trustee (incorporated by
reference to Exhibit No. 4.13 to the Registration
Statement on Form S-3 (Reg. No. 333-45207)).
4.11 -- First Supplemental Indenture dated as of October 28,
1997, between EVI, Inc. and The Chase Manhattan Bank, as
Trustee (including Form of Debenture) (incorporated by
reference to Exhibit 4.2 to Form 8-K, File 1-13086, filed
November 5, 1997).
4.12 -- Registration Rights Agreement dated November 3, 1997, by
and among EVI, Inc., Morgan Stanley & Co. Incorporated,
Donaldson, Lufkin & Jenrette Securities Corporation,
Credit Suisse First Boston Corporation, Lehman Brothers
Inc., Prudential Securities Incorporated and Schroder &
Co. Inc. (incorporated by reference to Exhibit 4.3 to
Form 8-K, File 1-13086, filed November 5, 1997).
4.13 -- Indenture dated May 17, 1996, between Weatherford
Enterra, Inc. and Bank of Montreal Trust Company, as
Trustee (incorporated by reference to Exhibit 4.1 to
Weatherford Enterra, Inc.'s Current Report on Form 8-K,
File No. 1-7867, dated May 28, 1996).
4.14 -- First Supplemental Indenture dated and effective as of
May 27, 1998, by and among EVI Weatherford, Inc., the
successor by merger to Weatherford Enterra, Inc., and
Bank of Montreal Trust Company, as Trustee (incorporated
by reference to Exhibit No. 4.1 to Form 8-K, File
1-13086, filed June 2, 1998).
4.15 -- Form of Weatherford Enterra, Inc.'s 7 1/4% Notes Due May
15, 2006 (incorporated by reference to Exhibit 4.2 to
Weatherford Enterra, Inc.'s Current Report on Form 8-K,
File No. 1-7867, dated May 28, 1996).
+4.16 -- Participation Agreement dated December 8, 1998 by and
among Weatherford Enterra Compression Company, L.P., ABN
AMRO Bank N.V., as Administrative Agent, Arranger and
Syndication Agent, Chase Bank of Texas, National
Association, and the Lessors listed on Schedule I
thereto.
</TABLE>

II-4
<PAGE> 221

<TABLE>
<C> <S>
+4.17 -- Master Lease Intended as Security dated as of December 8,
1998 between Weatherford Enterra Compression Company,
L.P., as Lessee, and ABN AMRO Bank N.V., as
Administrative Agent for the Lessors.
+4.18 -- Guaranty Agreement dated as of December 8, 1998 between
Weatherford International, Inc. and ABN AMRO Bank N.V.,
as Administrative Agent for the Lessors.
+5.1 -- Opinion of Fulbright & Jaworski L.L.P., regarding
legality of securities.
*8.1 -- Opinion of Arthur Andersen LLP, regarding certain tax
matters.
+23.1 -- Consent of Fulbright & Jaworski L.L.P. (included in
Exhibit No. 5.1).
+23.2 -- Consent of Arthur Andersen LLP, with respect to the Tax
Opinion (included in Exhibit No. 8.1).
*23.3 -- Consent of Arthur Andersen LLP, with respect to the
financial statements of Weatherford International, Inc.
*23.4 -- Consent of Arthur Andersen LLP, with respect to the
financial statements of Weatherford Enterra, Inc.
*23.5 -- Consent of Arthur Andersen LLP, with respect to the
financial statements of Christiana Companies, Inc.
*23.6 -- Consent of Arthur Andersen LLP, with respect to the
financial statements of GulfMark Retained Assets.
*23.7 -- Consent of Ernst & Young LLP, with respect to the
consolidated financial statements of Trico Industries,
Inc.
*23.8 -- Consent of Arthur Andersen LLP, with respect to the
combined financial statements of BMW Monarch
(Lloydminster) Ltd. and BMW Pump, Inc.
*23.9 -- Consent of Morgan Stanley & Co. Incorporated with respect
to their fairness opinion (included in the Morgan Stanley
Opinion attached as Appendix D to the Joint Proxy
Statement/Prospectus).
*23.10 -- Consent of Prudential Securities Incorporated with
respect to their fairness opinion (included in the
Prudential Securities Opinion attached as Appendix E to
the Joint Proxy Statement/Prospectus).
+23.11 -- Consent of American Appraisal Associates, Inc. with
respect to their appraisal opinion.
+24.1 -- Powers of Attorney (included on signature page).
+99.1 -- Form of Proxy card for use at Special Meeting of
Stockholders of Weatherford International, Inc.
+99.2 -- Form of Proxy card for use at Special Meeting of
Shareholders of Christiana Companies, Inc.
*99.3 -- Form of Letter of Transmittal for use by shareholders of
Christiana Companies, Inc.
</TABLE>

- ---------------

* Filed herewith.
+ Previously filed.

As permitted by Item 601(b)(4)(iii)(A) of Regulation S-K, the Registrant
has not filed with this Registration Statement certain instruments defining the
rights of holders of long-term debt of the Registrant and its subsidiaries
because the total amount of securities authorized under any of such instruments
does not exceed 10% of the total assets of the Registrant and its subsidiaries
on a consolidated basis. The Registrant agrees to furnish a copy of any such
agreements to the Securities and Exchange Commission upon request.

II-5
<PAGE> 222

ITEM 22. UNDERTAKINGS.

The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made a
post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement.

(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.

(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.

The undersigned Registrant hereby undertakes that:

(1) Prior to any public reoffering of the securities registered
hereunder through use of a prospectus which is a part of this registration
statement, by any person or party who is deemed to be an underwriter within
the meaning of Rule 145(c), the issuer undertakes that such reoffering
prospectus will contain the information called for by the applicable
registration form with respect to reofferings by persons who may be deemed
underwriters, in addition to the information called for by the other Items
of the applicable form; and

II-6
<PAGE> 223

(2) Every prospectus (a) that is filed pursuant to paragraph (1)
immediately preceding, or (b) that purports to meet the requirements of
section 10(a)(3) of the Securities Act, and is used in connection with an
offering of securities subject to Rule 415, will be filed as a part of an
amendment to the registration statement and will not be used until such
amendment is effective, and that, for purposes of determining any liability
under the Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

The undersigned Registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through the
date of responding to the request.

The undersigned Registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.

II-7
<PAGE> 224

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Houston,
State of Texas, on January 6, 1999.

WEATHERFORD INTERNATIONAL, INC.

By: /s/ BERNARD J. DUROC-DANNER
----------------------------------
Bernard J. Duroc-Danner
President, Chief
Executive Officer,
Chairman of the Board and Director
(Principal Executive Officer)

Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ BERNARD J. DUROC-DANNER President, Chief Executive January 6, 1999
- ----------------------------------------------------- Officer, Chairman of the
Bernard J. Duroc-Danner Board and Director
(Principal Executive
Officer)

/s/ JAMES G. KILEY Senior Vice President and January 6, 1999
- ----------------------------------------------------- Chief Financial Officer
James G. Kiley (Principal Financial
Officer)

/s/ FRANCES R. POWELL Vice President, Accounting January 6, 1999
- ----------------------------------------------------- and Controller (Principal
Frances R. Powell Accounting Officer)

Director
- -----------------------------------------------------
David J. Butters

* Director January 6, 1999
- -----------------------------------------------------
Sheldon B. Lubar

* Director January 6, 1999
- -----------------------------------------------------
Robert B. Millard

* Director January 6, 1999
- -----------------------------------------------------
Robert A. Rayne

* Director January 6, 1999
- -----------------------------------------------------
Philip Burguieres

* Director January 6, 1999
- -----------------------------------------------------
William E. Macaulay

* Director January 6, 1999
- -----------------------------------------------------
Robert K. Moses, Jr.

*By: /s/ JAMES G. KILEY
- -----------------------------------------------------
James G. Kiley
As Attorney-in-Fact
</TABLE>

II-8
<PAGE> 225

EXHIBIT INDEX

EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
2.1 -- Agreement and Plan of Merger dated as of March 4, 1998,
by and between EVI, Inc. and Weatherford Enterra, Inc.
(incorporated by reference to Exhibit No. 2.1 to
Amendment No. 1 to Form 8-K on Form 8-K/A, File 1-13086,
filed March 9, 1998).
2.2 -- Amendment No. 1 dated as of April 17, 1998, to the
Agreement and Plan of Merger dated as of March 4, 1998,
by and between EVI, Inc. and Weatherford Enterra, Inc.
(incorporated by reference to Exhibit No. 2.2 to Form
8-K, File 1-13086, filed April 21, 1998).
2.3 -- Amendment No. 2 dated as of April 22, 1998, to the
Agreement and Plan of Merger dated as of March 4, 1998,
as amended by and between EVI, Inc. and Weatherford
Enterra, Inc. (incorporated by reference to Exhibit No.
2.3 to Form 8-K, File 1-13086, filed April 23, 1998).
2.4 -- Share Purchase Agreement made and entered into as of
January 30, 1998, by and among the shareholders of Nika
Enterprises Ltd., an Alberta corporation, listed on the
signature pages thereto and EVI Oil Tools Canada Ltd., an
Alberta corporation (incorporated by reference to Exhibit
No. 2.1 to the Form 8-K, File 1-13086, filed March 3,
1998).
2.5 -- Agreement and Plan of Merger dated as of December 12,
1997, by and among EVI, Inc., Christiana Acquisition,
Inc., Christiana Companies, Inc. and C2, Inc.
(incorporated by reference to Exhibit No. 2.1 to Form
8-K, File 1-13086, filed December 31, 1997).
2.6 -- Agreement dated as of December 12, 1997, by and among
EVI, Inc., Christiana Companies, Inc., Total Logistic
Control, LLC and C2, Inc. (incorporated by reference to
Exhibit No. 2.2 to Form 8-K, File 1-13086, filed December
31, 1997).
2.7 -- Letter Agreement dated December 12, 1997, by and among
EVI, Inc., Christiana Acquisition, Inc., Christiana
Companies, Inc. and C2, Inc. (incorporated by reference
to Exhibit No. 2.3 to Form 8-K, File 1-13086, filed
December 31, 1997).
2.8 -- Amended and Restated Arrangement Agreement by and between
Taro Industries Limited, and EVI, Inc. and 756745 Alberta
Ltd. And 759572 Alberta Ltd. dated as of December 5, 1997
(incorporated by reference to Exhibit No. 2.4 to Form
8-K, File 1-13086, filed December 31, 1997).
2.9 -- Stock Purchase Agreement dated as of October 9, 1997,
between EVI, Inc. and PACCAR Inc (incorporated by
reference to Exhibit No. 2.1 to Form 8-K, File 1-13086,
filed October 21, 1997).
2.10 -- Stock Purchase Agreement dated as of October 9, 1997,
among certain shareholders of BMW Monarch (Lloydminster)
Ltd., the shareholders of BMW Pump Inc., the shareholder
of Makelki Holdings Ltd., the shareholder of 589979
Alberta Ltd., the shareholders of 600969 Alberta Ltd.,
the shareholders of 391862 Alberta Ltd. and EVI, Inc.
(incorporated by reference to Exhibit No. 2.2 to Form
8-K, File 1-13086, filed October 21, 1997).
2.11 -- Agreement and Plan of Merger dated as of July 16, 1997,
as amended, by and among XLS Holding, Inc., EVI, Inc. and
GPXL, Inc. (incorporated by reference to Exhibit No. 2.1
to Form 8-K, File 1-13086, filed August 26, 1997).
</TABLE>
<PAGE> 226

<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
------- ----------- ------------
<C> <S> <C>
2.12 -- Stock Purchase Agreement dated as of February 21, 1997,
among Seigo Arai, Kanematsu USA Inc. and Energy Ventures,
Inc. (incorporated by reference to Exhibit No. 2.1 to
Form 8-K, File 1-13086, filed March 17, 1997).
2.13 -- Agreement and Plan of Merger dated as of December 5,
1996, among Energy Ventures, Inc., GulfMark Acquisition
Co., GulfMark International, Inc. and New GulfMark
International, Inc. (incorporated by reference to Exhibit
No. 2.2 to Form 8-K, File 1-13086, filed December 26,
1996).
2.14 -- Agreement and Plan of Distribution dated as of December
5, 1996, by and among GulfMark International, Inc., New
GulfMark International, Inc. and Energy Ventures, Inc.
(incorporated by reference to Exhibit No. 2.3 to Form
8-K, File 1-13086, filed December 26, 1996).
2.15 -- First Amendment to Agreement and Plan of Merger dated as
of March 27, 1997, by and among Energy Ventures, Inc.,
GulfMark Acquisition Co., GulfMark International, Inc.
and GulfMark Offshore, Inc. (incorporated by reference to
Exhibit No. 2.3 to the Registration Statement on Form
S-4, as amended (Reg. No. 333-24133)).
2.16 -- Stock Purchase Agreement dated as of September 14, 1996,
by and among Parker Drilling Company and Energy Ventures,
Inc. (incorporated by reference to Exhibit 2.1 to Form
8-K, File 1-13086, filed October 3, 1996).
2.17 -- Agreement and Plan of Merger dated as of June 20, 1996
between Energy Ventures, Inc., TCA Acquisition, Inc. and
Tubular Corporation of America (incorporated by reference
to Exhibit No. 2.1 to Form 8-K, File 1-13086, filed June
24, 1996).
2.18 -- Amendment No. 1 dated as of May 26, 1998, to the
Agreement and Plan of Merger dated as of December 12,
1997 and to the Agreement dated as of December 12, 1997,
by and among EVI, Inc., Christiana Acquisition, Inc.,
Christiana Companies, Inc., C2, Inc. and Total Logistic
Control, LLC (incorporated by reference to Exhibit 2.18
to the Registration Statement on Form S-4, as amended
(Reg. No. 333-58741)).
+2.19 -- Amended and Restated Agreement and Plan of Merger among
Weatherford International, Inc., Christiana Acquisition,
Inc., Christiana Companies, Inc. and C2, Inc. dated as of
October 14, 1998.
+2.20 -- Amendment No. 2 to Logistic Purchase Agreement by and
among Weatherford International, Inc., Total Logistic
Control, LLC, Christiana Companies, Inc. and C2, Inc.
dated as of October 12, 1998.
*2.21 -- Amendment No. 1 to Amended and Restated Agreement and
Plan of Merger, by and among Weatherford International,
Inc., Christiana Acquisition, Inc., Christiana Companies,
Inc. and C2, Inc. dated as of January 5, 1999.
*2.22 -- Amendment No. 3 to Logistic Purchase Agreement, by and
among Weatherford International, Inc., Total Logistic
Control, LLC, Christiana Companies, Inc. and C2, Inc.
dated as of January 5, 1999.
3.1 -- Amended and Restated Certificate of Incorporation of the
Registrant (incorporated by reference to Exhibit No. 3.1
to Form 8-K, File 1-13086, filed June 2, 1998).
3.2 -- Amended and Restated By-laws of the Registrant, as
amended (incorporated by reference to Exhibit No. 3.2 to
Form 8-K, File 1-13086, filed June 2, 1998).
</TABLE>

<PAGE> 227

EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
+3.3 -- Certificate of Amendment to Amended and Restated
Certificate of Incorporation of the Registrant.
4.1 -- See Exhibit Nos. 3.1, 3.2 and 3.3 for provisions of the
Amended and Restated Certificate of Incorporation, as
amended, and Amended and Restated By-laws of the
Registrant defining the rights of the holders of Common
Stock.
4.2 -- Amended and Restated Credit Agreement dated as of May 27,
1998, among EVI Weatherford, Inc., EVI Oil Tools Canada
Ltd., Chase Bank of Texas, National Association, as U.S.
Administrative Agent, The Bank of Nova Scotia, as
Documentation Agent and Canadian Agent, ABN AMRO Bank,
N.V., as Syndication Agent, and the other Lenders defined
therein, including the forms of Notes (incorporated by
reference to Exhibit No. 4.1 to Form 8-K, File 1-13086,
filed June 16, 1998).
4.3 -- Indenture dated March 15, 1994, among Energy Ventures,
Inc., as Issuer, the Subsidiary Guarantors party thereto,
as Guarantors, and Chemical Bank, as Trustee
(incorporated by reference to Form 8-K, File 1-13086,
filed April 5, 1994).
4.4 -- Specimen 10 1/4% Senior Note due 2004 of Energy Ventures,
Inc. (incorporated by reference to Form 8-K, File
1-13086, filed April 5, 1994).
4.5 -- First Supplemental Indenture by and among Energy
Ventures, Inc., Prideco and Chemical Bank, as trustee,
dated June 30, 1995 (incorporated by reference to Exhibit
No. 4.4 to the Registration Statement on Form S-3 (Reg.
No. 33-61933)).
4.6 -- Second Supplemental Indenture by and among Energy
Ventures, Inc., EVI Arrow, Inc., EVI Watson, Inc. and The
Chase Manhattan Bank, as trustee, dated effective as of
December 6, 1996 (incorporated by reference to Exhibit
4.6 to Form 10-K, File 1-13086, filed March 20, 1997).
4.7 -- Third Supplemental Indenture by and among EVI, Inc.,
Ercon, Inc. and The Chase Manhattan Bank, as trustee,
dated effective as of May 1, 1997 (incorporated by
reference to Exhibit 99.2 to Form 8-K, File 1-13086,
filed October 27, 1997).
4.8 -- Fourth Supplemental Indenture by and among EVI, Inc., XLS
Holding, Inc., XL Systems, Inc. and The Chase Manhattan
Bank, as trustee, dated effective as of August 25, 1997
(incorporated by reference to Exhibit 99.3 to Form 8-K,
File 1-13086, filed October 27, 1997).
4.9 -- Fifth Supplemental Indenture by and between EVI, Inc. and
The Chase Manhattan Bank dated as of December 12, 1997
(including the Form of Note and Form of Exchange Note)
(incorporated by reference to Exhibit 4.1 to Form 8-K,
File 1-13086, filed December 31, 1997).
4.10 -- Indenture dated as of October 15, 1997, between EVI, Inc.
and The Chase Manhattan Bank, as Trustee (incorporated by
reference to Exhibit No. 4.13 to the Registration
Statement on Form S-3 (Reg. No. 333-45207)).
4.11 -- First Supplemental Indenture dated as of October 28,
1997, between EVI, Inc. and The Chase Manhattan Bank, as
Trustee (including Form of Debenture) (incorporated by
reference to Exhibit 4.2 to Form 8-K, File 1-13086, filed
November 5, 1997).
</TABLE>
<PAGE> 228

EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
4.12 -- Registration Rights Agreement dated November 3, 1997, by
and among EVI, Inc., Morgan Stanley & Co. Incorporated,
Donaldson, Lufkin & Jenrette Securities Corporation,
Credit Suisse First Boston Corporation, Lehman Brothers
Inc., Prudential Securities Incorporated and Schroder &
Co. Inc. (incorporated by reference to Exhibit 4.3 to
Form 8-K, File 1-13086, filed November 5, 1997).
4.13 -- Indenture dated May 17, 1996, between Weatherford
Enterra, Inc. and Bank of Montreal Trust Company, as
Trustee (incorporated by reference to Exhibit 4.1 to
Weatherford Enterra, Inc.'s Current Report on Form 8-K,
File No. 1-7867, dated May 28, 1996).
4.14 -- First Supplemental Indenture dated and effective as of
May 27, 1998, by and among EVI Weatherford, Inc., the
successor by merger to Weatherford Enterra, Inc., and
Bank of Montreal Trust Company, as Trustee (incorporated
by reference to Exhibit No. 4.1 to Form 8-K, File
1-13086, filed June 2, 1998).
4.15 -- Form of Weatherford Enterra, Inc.'s 7 1/4% Notes Due May
15, 2006 (incorporated by reference to Exhibit 4.2 to
Weatherford Enterra, Inc.'s Current Report on Form 8-K,
File No. 1-7867, dated May 28, 1996).
+4.16 -- Participation Agreement dated December 8, 1998 by and
among Weatherford Enterra Compression Company, L.P., ABN
AMRO Bank N.V., as Administrative Agent, Arranger and
Syndication Agent, Chase Bank of Texas, National
Association, and the Lessors listed on Schedule I
thereto.
+4.17 -- Master Lease Intended as Security dated as of December 8,
1998 between Weatherford Enterra Compression Company,
L.P., as Lessee, and ABN AMRO Bank N.V., as
Administrative Agent for the Lessors.
+4.18 -- Guaranty Agreement dated as of December 8, 1998 between
Weatherford International, Inc. and ABN AMRO Bank N.V.,
as Administrative Agent for the Lessors.
+5.1 -- Opinion of Fulbright & Jaworski L.L.P., regarding
legality of securities.
*8.1 -- Opinion of Arthur Andersen LLP, regarding certain tax
matters.
+23.1 -- Consent of Fulbright & Jaworski L.L.P. (included in
Exhibit No. 5.1).
+23.2 -- Consent of Arthur Andersen LLP, with respect to the Tax
Opinion (included in Exhibit No. 8.1).
*23.3 -- Consent of Arthur Andersen LLP, with respect to the
financial statements of Weatherford International, Inc.
*23.4 -- Consent of Arthur Andersen LLP, with respect to the
financial statements of Weatherford Enterra, Inc.
*23.5 -- Consent of Arthur Andersen LLP, with respect to the
financial statements of Christiana Companies, Inc.
*23.6 -- Consent of Arthur Andersen LLP, with respect to the
financial statements of GulfMark Retained Assets.
*23.7 -- Consent of Ernst & Young LLP, with respect to the
consolidated financial statements of Trico Industries,
Inc.
*23.8 -- Consent of Arthur Andersen LLP, with respect to the
combined financial statements of BMW Monarch
(Lloydminster) Ltd. and BMW Pump, Inc.
*23.9 -- Consent of Morgan Stanley & Co. Incorporated with respect
to their fairness opinion (included in the Morgan Stanley
Opinion attached as Appendix D to the Joint Proxy
Statement/Prospectus).
</TABLE>

<PAGE> 229

EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
*23.10 -- Consent of Prudential Securities Incorporated with
respect to their fairness opinion (included in the
Prudential Securities Opinion attached as Appendix E to
the Joint Proxy Statement/Prospectus).
+23.11 -- Consent of American Appraisal Associates, Inc. with
respect to their appraisal opinion.
+24.1 -- Powers of Attorney (included on signature page).
+99.1 -- Form of Proxy card for use at Special Meeting of
Stockholders of Weatherford International, Inc.
+99.2 -- Form of Proxy card for use at Special Meeting of
Shareholders of Christiana Companies, Inc.
*99.3 -- Form of Letter of Transmittal for use by shareholders of
Christiana Companies, Inc.
</TABLE>

- ---------------

* Filed herewith.
+ Previously filed.

<PAGE> 1
EXHIBIT 2.21

AMENDMENT NO. 1 TO AMENDED AND RESTATED
AGREEMENT AND PLAN OF MERGER

This Amendment No. 1 (the "Amendment") is made as of the 5th day of
January, 1999, by and among Weatherford International, Inc., a Delaware
corporation ("Weatherford"), Christiana Acquisition, Inc., a Wisconsin
corporation and wholly owned subsidiary of Weatherford ("Sub"), Christiana
Companies, Inc., a Wisconsin corporation ("Christiana"), and C2, Inc., a
Wisconsin corporation ("C2").

W I T N E S S E T H:

WHEREAS, Weatherford, Sub, Christiana and C2 entered into an Agreement
and Plan of Merger dated as of December 12, 1997, as amended by Amendment No. 1
to Agreement and Plan of Merger and Logistic Purchase Agreement dated as of May
26, 1998, by and among Weatherford, Sub, Christiana, C2 and Total Logistic
Control, LLC, a Delaware limited liability company, and as amended by an
Amended and Restated Agreement and Plan of Merger (the "Merger Agreement")
dated as of October 14, 1998, by and among Weatherford, Sub, Christiana and C2;

WHEREAS, the parties to the Merger Agreement now desire to amend the
Merger Agreement as provided for herein.

NOW, THEREFORE, in consideration of the premises and of the mutual
representations, warranties and covenants herein contained, the parties hereto
hereby agree as follows:

SECTION 1. Amendments.

(a) Section 7.1(b)(i) of the Merger Agreement is hereby
amended to replace the reference to "January 31, 1999" with a
reference to "February 28, 1999".

SECTION 2. Remainder of Agreement Not Affected. Except as set
forth in Section 1 hereof, the terms and provisions of the Merger Agreement
remain in full force and effect and are hereby ratified and confirmed.

SECTION 3. Counterparts. This Amendment may be executed in
counterparts, each of which shall be an original, but all of which together
shall constitute one and the same agreement.

SECTION 4. Governing Law. All questions arising out of this
Amendment and the rights and obligations created herein, or its validity,
existence, interpretation, performance or breach shall be governed by the laws
of the State of Delaware without regard to conflict of laws principles.

-1-
<PAGE> 2
IN WITNESS WHEREOF, each of the parties caused this Amendment to be
executed on its behalf by its officers thereunto duly authorized, all as of the
date first above written.

WEATHERFORD INTERNATIONAL, INC.
("Weatherford")

By: /S/ CURTIS W. HUFF
-------------------------------------
Curtis W. Huff
Senior Vice President, General
Counsel and Secretary

CHRISTIANA ACQUISITION, INC.
("Sub")

By: /S/ CURTIS W. HUFF
-------------------------------------
Curtis W. Huff
President

CHRISTIANA COMPANIES, INC.
("Christiana")

By: /S/ WILLIAM T. DONOVAN
-------------------------------------
William T. Donovan
Chairman

C2, INC.
("C2")

By: /S/ WILLIAM T. DONOVAN
-------------------------------------
William T. Donovan
Chairman

<PAGE> 1
EXHIBIT 2.22

AMENDMENT NO. 3 TO LOGISTIC PURCHASE AGREEMENT

This Amendment No. 3 (the "Amendment") is made as of the 14th day of
October, 1998, by and among Weatherford International, Inc. (f/k/a EVI, Inc.),
a Delaware corporation ("Weatherford"), Total Logistic Control, LLC, a Delaware
limited liability company ("TLC"), Christiana Companies, Inc., a Wisconsin
corporation ("Christiana"), and C2, Inc., a Wisconsin corporation ("C2").

W I T N E S S E T H:

WHEREAS, Weatherford, Christiana Acquisition, Inc., a Wisconsin
corporation ("Sub"), Christiana and C2 entered into an Agreement and Plan of
Merger dated as of December 12, 1997, as amended by Amendment No. 1 to
Agreement and Plan of Merger and Logistic Purchase Agreement dated as of May
26, 1998, by and among Weatherford, Sub, Christiana, C2 and TLC, as amended by
an Amended and Restated Agreement and Plan of Merger dated as of October 14,
1998, by and among Weatherford, Sub, Christiana and C2, and as amended by
Amendment No. 1 to Amended and Restated Agreement and Plan of Merger dated as of
January 5, 1999, by and among Weatherford, Sub, Christiana and C2;

WHEREAS, Weatherford, Christiana, C2 and Logistic entered into an
Agreement dated as of December 12, 1997, as amended by Amendment No. 1 to
Agreement and Plan of Merger and Logistic Purchase Agreement dated as of May
26, 1998, by and among Weatherford, Sub, Christiana, C2 and TLC, and as amended
by Amendment No. 2 to Logistic Purchase Agreement dated as of October 14, 1998,
by and among Weatherford, Christiana, C2 and TLC (as amended, the "Logistic
Purchase Agreement"); and

WHEREAS, the parties to the Logistic Purchase Agreement now desire to
amend the Logistic Purchase Agreement as provided for herein.

NOW, THEREFORE, in consideration of the premises and of the mutual
representations, warranties and covenants herein contained, the parties hereto
hereby agree as follows:

SECTION 1. Amendments.

(a) Section 6.1(b)(i) of the Logistic Purchase Agreement
is hereby deleted and replaced in its entirety with the following:

"(i) If the Liability or claim relates primarily to the
historic assets, liabilities, operations or
businesses of TLC (the "TLC Historic Business"), TLC
shall, as between C2 and TLC, be primarily
responsible for the payment of such Liability and the
defense and

-1-
<PAGE> 2
payment of such claim. If TLC does not defend or pay
such claim, C2 shall be responsible for the defense
and payment of such claim."

SECTION 2. Remainder of Agreement Not Affected. Except as set
forth in Section 1 hereof, the terms and provisions of the Logistic Purchase
Agreement remain in full force and effect and are hereby ratified and
confirmed.

SECTION 3. Counterparts. This Amendment may be executed in
counterparts, each of which shall be an original, but all of which together
shall constitute one and the same agreement.

SECTION 4. Governing Law. All questions arising out of this
Amendment and the rights and obligations created herein, or its validity,
existence, interpretation, performance or breach shall be governed by the laws
of the State of Texas without regard to conflict of laws principles.

(SIGNATURES BEGIN ON THE NEXT PAGE)

-2-
<PAGE> 3
IN WITNESS WHEREOF, each of the parties caused this Amendment to be
executed on its behalf by its officers thereunto duly authorized, all as of the
date first above written.

WEATHERFORD INTERNATIONAL, INC.
("Weatherford")

By: /S/ CURTIS W. HUFF
-------------------------------------
Curtis W. Huff
Senior Vice President, General
Counsel and Secretary

TOTAL LOGISTIC CONTROL, LLC
("TLC")

By: /S/ WILLIAM T. DONOVAN
-------------------------------------
William T. Donovan
Vice President

CHRISTIANA COMPANIES, INC.
("Christiana")

By: /S/ WILLIAM T. DONOVAN
-------------------------------------
William T. Donovan
Chairman

C2, INC.
("C2")

By: /S/ WILLIAM T. DONOVAN
-------------------------------------
William T. Donovan
Chairman

<PAGE> 1

January 7, 1999

Board of Directors
Christiana Companies, Inc.
700 North Water Street, Suite 1200
Milwaukee, Wisconsin 53202

Board of Directors
Weatherford International, Inc.
5 Post Oak Park, Suite 1760
Houston, Texas 77027-3415

Re: Merger of Christiana Companies, Inc. and Christiana Acquisition, Inc., a
newly formed subsidiary of Weatherford International, Inc.

Gentlemen:

You have requested our opinion regarding certain federal income tax
consequences of the acquisition of all of the outstanding shares of Christiana
Companies, Inc. ("Christiana") common stock by Weatherford International, Inc.
("Weatherford") in a transaction in which Christiana Acquisition, Inc. ("Sub"),
a newly formed Wisconsin subsidiary of Weatherford, will be merged ("the
Merger") with and into Christiana, and as a result thereof the holders of
Christiana common stock will receive shares of Weatherford voting common stock
and cash. This opinion is effective as of the day of this letter.

In rendering our opinion, we have relied upon the accuracy and completeness of
the facts, assumptions and representations:

(i) set forth herein
(ii) contained in the documents listed on Exhibit A to this opinion, and
(iii) set forth in the representation letters signed by appropriate
officers of Christiana, Weatherford and Sub (attached as Exhibit B).

Christiana, Weatherford and Sub have represented that such facts, assumptions
and representations are true, correct and complete. However, we have not
independently audited or otherwise verified any of these facts, assumptions or
other representations. A misstatement or omission of any fact or a change or
amendment in any of the facts, assumptions or representations we have relied
upon may require a modification of all or a part of this opinion. In addition,
our opinion is based on the facts as represented to us as of the date of this
letter. Any changes in the facts or form of the transactions between the date
of this letter and the actual closing of the transactions may require a
modification of all or part of this opinion. We

<PAGE> 2
Board of Directors
Page 2
January 7, 1999

have no responsibility to update this opinion for events, transactions,
circumstances or changes in any of the facts, assumptions or representations
occurring after this date.

Premise of Opinion

Our opinion is expressed only with respect to what we considered to be the
material federal income tax consequences of the Merger under the conditions
described herein. The opinion expressed herein is based upon our interpretation
of the Internal Revenue Code of 1986, as amended (the "Code"), income tax
regulations thereunder, court decisions, rulings and procedures issued by the
Internal Revenue Service (the "Service") and other authorities that we deemed
relevant, in each case as of the date of this letter. Should there be any
change, including any change having retroactive effect, in any of such
authorities, the opinion expressed herein would necessarily have to be
reevaluated in light of such change. The Service has indicated that regulations
will be issued for certain "inversion" transactions, occurring after September
21, 1994, which depending on the scope and content of those regulations, could
require Christiana and/or its shareholders to recognize gain or income as a
result of the Merger (see Notice 94-93, 1994-2 C.B. 563). We have no
responsibility to update our opinion for changes in applicable law or other
authorities occurring after the effective date of this letter.

We have not considered any non-income tax consequences, or any state, local,
foreign, or other income tax (other than federal income tax) consequences, and
therefore we express no opinion regarding the treatment that would be accorded
the Merger for such purposes. We also express no opinion on non-tax issues,
such as corporate law or securities law matters. The opinion does not address
the tax consequences of the Merger to a Christiana shareholder that has a
special status, including insurance companies; tax-exempt entities; financial
institutions or broker-dealers; foreign corporations; estates and trusts not
subject to U.S. federal income tax on their income regardless of source;
persons who are not citizens or residents of the United States; and persons who
acquired their Christiana common stock as a result of the exercise of an
employee stock option, pursuant to an employee stock purchase plan, or
otherwise as compensation.

Further, our opinion does not address the potential tax ramifications to
Christiana, Weatherford and their affiliates or shareholders of any transaction
other than the Merger.

This opinion is not binding on the Service, and there can be no assurance that
the Service will not take positions contrary to the opinion expressed herein.

Certain Federal Income Tax Consequences of the Merger

Our opinion is limited to the federal income tax consequences of the Merger
that we believe are material to Christiana, the Christiana common shareholders,
Sub and Weatherford. In our opinion:

<PAGE> 3

Board of Directors
Page 3
January 7, 1999

1. The Merger of Sub with and into Christiana, with Christiana being the
surviving corporation in the Merger, will constitute a reorganization
pursuant to Code ss.368(a)(1)(A) and Code ss.368(a)(2)(E).

2. Under Code ss.368(b), Christiana, Weatherford and Sub will be parties to the
reorganization.

3. Neither Weatherford nor Sub will recognize any gain or loss as a result of
the Merger. Code ss.354(a)(1).

4. No gain or loss will be recognized by Christiana on the consummation of the
Merger.

5. The holders of Christiana common stock will recognize no gain or loss as a
result of the receipt of Weatherford voting common stock in exchange for
their Christiana common stock in the Merger pursuant to Code
ss.354(a)(1). The holders of Christiana common stock will recognize gain
to the extent of the cash received in exchange for the Christiana common
stock. Provided that such gain is properly characterized as gain from a
sale or exchange and not as a dividend, the gain recognized will not
exceed the gain realized on the transaction. Code ss.354(a)(1) and
Code ss.356(a)(1). The gain recognized by the holders of Christiana common
stock, as determined under Code ss.356(a)(1), will be capital gain
provided the Christiana stock exchanged would constitute a capital asset
in the hands of the exchanging shareholder and the hypothetical
redemption of stock is not essentially equivalent to a dividend.
Code ss.302(b)(1) and Commissioner v. Clark, 489 U.S. 726 (1989).

6. Under Code ss.358(a)(1), the tax basis of the shares of the Weatherford
voting common stock received by the Christiana shareholders in the Merger
will be the same as the basis of the shares of Christiana common stock
surrendered in exchange therefor, decreased by the amount of cash received
by the holder of Christiana stock, and increased by gain recognized in the
transaction.

7. Under Code ss.1223(1), the holding period of the Weatherford voting common
stock received by each holder of Christiana common stock will include the
holding period of the Christiana common stock held by such holder,
provided that such Christiana stock is a capital asset in the hands of
such holder on the date of the Merger.

This opinion is solely for the benefit of Christiana, the Christiana
shareholders, Sub and Weatherford and is not intended to be relied upon by any
other party. Except to the extent expressly permitted hereby, and without the
prior written consent of this firm, this letter may not be quoted in whole or
in part, or otherwise referred to in any documents or delivered to any person
or entity.

<PAGE> 4
Board of Directors
Page 4
January 7, 1999

We hereby consent to the filing of this opinion as an exhibit to the Form S-4
Registration/Proxy Statement and to the reference to us in such document.

Very truly yours,

/s/ ARTHUR ANDERSON LLP

ARTHUR ANDERSEN LLP

Attachments

<PAGE> 5

EXHIBIT A

LISTING OF DOCUMENTS

1. Agreement and Plan of Merger, among Christiana Companies, Inc.,
Weatherford International, Inc., successor to EVI, Inc., and Christiana
Acquisition, Inc., dated December 12, 1997, as amended.

2. Form S-4 Registration Statement/Proxy Statement, dated January 7, 1999
including any exhibits and amendments thereto.

<PAGE> 1

EXHIBIT 23.3

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement on Form S-4 of our report dated
January 29, 1998 included in Weatherford International, Inc.'s (formerly known
as EVI Weatherford, Inc.) Annual Report on Form 10-K, as amended, for the fiscal
year ended December 31, 1997, and our report dated June 15, 1998 with respect to
Weatherford International, Inc.'s restated financial statements included in
Weatherford International, Inc.'s Current Report on Form 8-K dated June 15, 1998
as amended by Amendment No. 1 to the Current Report on Form 8-K on Form 8-K/A
dated July 20, 1998 and Amendment No. 2 to the Current Report on Form 8-K on
Form 8-K/A dated December 10, 1998 and to all references to our Firm included in
this Registration Statement.

ARTHUR ANDERSEN LLP

Houston, Texas

January 6, 1999

<PAGE> 1

EXHIBIT 23.4

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement on Form S-4 of our report dated
March 11, 1998 included in Weatherford Enterra, Inc.'s Form 10-K for the fiscal
year ended December 31, 1997, and to all references to our Firm included in this
Registration Statement.

ARTHUR ANDERSEN LLP

Houston, Texas

January 6, 1999

<PAGE> 1

EXHIBIT 23.5

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement on Form S-4 of our report dated
September 23, 1998 included in Christiana Companies, Inc.'s Form 10-K for the
fiscal year ended June 30, 1998, and to all references to our Firm included in
this Registration Statement.

ARTHUR ANDERSEN LLP

Milwaukee, Wisconsin

January 6, 1999

<PAGE> 1

EXHIBIT 23.6

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement on Form S-4 of our report dated
February 26, 1997 on the financial statements of GulfMark Retained Assets (a
business segment of GulfMark International, Inc.) at December 31, 1996 and 1995
and each of the three years in the period ended December 31, 1996 and to all
references to our Firm included in this Registration Statement.

ARTHUR ANDERSEN LLP

Houston, Texas

January 6, 1999

<PAGE> 1

EXHIBIT 23.7

CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" in the
Registration Statement on Form S-4 (Amendment No. 2 to Form S-4 no. 333-65663)
and related Joint Proxy Statement/Prospectus of Weatherford International, Inc.
and to the incorporation by reference therein of our report dated January 15,
1998, with respect to the consolidated financial statements of Trico Industries,
Inc. for the years ended December 31, 1996 and 1995 included in Weatherford
International, Inc.'s (formerly EVI Weatherford, Inc.) Amendment No. 1 to Form
8-K dated December 2, 1997 on Form 8-K/A filed with the Securities and Exchange
Commission.

ERNST & YOUNG LLP

San Antonio, Texas

January 6, 1999

<PAGE> 1

EXHIBIT 23.8

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent chartered accountants, we hereby consent to the
incorporation by reference in this Registration Statement on Form S-4 of our
report dated December 31, 1997 on the combined financial statements of BMW
Monarch (Lloydminster) Ltd. and BMW Pump Inc. included in Weatherford
International, Inc.'s (formerly known as EVI Weatherford, Inc.) Amendment No. 1
to Form 8-K on Form
8-K/A dated December 2, 1997 and to all references to our Firm included in this
Registration Statement.

ARTHUR ANDERSEN LLP
Chartered Accountants

Calgary, Alberta, Canada

January 6, 1999

<PAGE> 1

LETTER OF TRANSMITTAL

TO ACCOMPANY CERTIFICATES FORMERLY REPRESENTING
SHARES OF COMMON STOCK, $1.00 PAR VALUE, OF

CHRISTIANA COMPANIES, INC.

IN EXCHANGE FOR SHARES OF COMMON STOCK OF
WEATHERFORD INTERNATIONAL, INC. AND CASH CONSIDERATION (AS DEFINED BELOW)

PURSUANT TO THE MERGER OF
CHRISTIANA ACQUISITION, INC.,
A SUBSIDIARY OF
WEATHERFORD INTERNATIONAL, INC.,
WITH
CHRISTIANA COMPANIES, INC.

BACKGROUND. This letter of transmittal serves two purposes. First, it is to
accompany certificates representing the Common Stock, par value $1.00 per share,
of Christiana Companies, Inc., a Wisconsin corporation ("Christiana"), when
submitted in connection with the merger (the "Merger") of Christiana
Acquisition, Inc. ("Sub"), a Wisconsin corporation and wholly owned subsidiary
of Weatherford International, Inc., a Delaware corporation ("Weatherford"), with
and into Christiana. Second, this letter of transmittal is the means by which a
Christiana shareholder may make an election to purchase Common Stock in C2,
Inc., a Wisconsin corporation ("C2"), as described in the C2 Prospectus, dated
January 7, 1999.

TO BE EFFECTIVE IN MAKING AN ELECTION WITH RESPECT TO THE PURCHASE OF
COMMON STOCK OF C2, THIS FORM LETTER OF TRANSMITTAL, PROPERLY COMPLETED AND
SIGNED IN ACCORDANCE WITH THE INSTRUCTIONS HEREIN, TOGETHER WITH CERTIFICATES
FOR THE COMMON STOCK OF CHRISTIANA COMPANIES, INC. COVERED HEREBY, MUST BE
DELIVERED TO FIRSTAR BANK MILWAUKEE, N.A. NO LATER THAN 5 P.M. CENTRAL TIME, ON
FEBRUARY 5, 1999 AT THE APPROPRIATE ADDRESS SET FORTH BELOW. IF YOU PREVIOUSLY
TENDERED ALL OF YOUR CERTIFICATES TO FIRSTAR BANK MILWAUKEE, N.A. PRIOR TO
AUGUST 17, 1998, YOU NEED NOT DO SO AGAIN.

The address for Firstar Bank Milwaukee, N.A. is Firstar Bank Milwaukee,
N.A., Attention: Corporate Trust Department, by mail at P.O. Box 2077,
Milwaukee, Wisconsin 53201-2077, or if by hand at 1555 North RiverCenter Drive,
Suite 301, Milwaukee, Wisconsin 53202.

Questions regarding the Election procedure to purchase shares of common
stock of C2 may be directed to D.F. King & Co., Inc., 77 Water Street, New York,
New York 10005, at telephone number (212) 269-5550 or William T. Donovan,
President of Christiana Companies, Inc., at telephone number (414) 291-9000.

PLEASE READ CAREFULLY THE INSTRUCTIONS INCLUDED HEREIN

Name and Address of Registered Owner
(Fill in exactly as name appears on Certificate(s); please print clearly or
type)
<PAGE> 2

TO: FIRSTAR BANK MILWAUKEE, N.A.

1. Christiana Common Stock. In accordance with the Amended and Restated
Agreement and Plan of Merger dated as of October 14, 1998, as amended January 5,
1999, (the "Agreement"), relating to the merger (the "Merger") of Sub with and
into Christiana and pursuant to which each shareholder of Christiana will
receive shares of common stock, $1.00 par value, of Weatherford ("Weatherford
Common Stock") and cash consideration between $3.50 and $4.00 per share (the
"Cash Consideration"), the undersigned hereby submits the certificate(s) listed
below representing shares of common stock, $1.00 par value, of Christiana
("Christiana Common Stock"). The enclosed certificate(s) formerly represented
shares of Christiana Common Stock and are to be exchanged for .85191 of one
share of Weatherford Common Stock and the Cash Consideration (subject to the
undersigned's election to acquire common stock, $0.01 par value, of C2 ("C2
Common Stock") as provided for below).

The Agreement provides that if the market price of Weatherford Common Stock
is less than $18.30 per share following the Special Meeting of Christiana
shareholders, then Christiana is required to use up to an additional $5.0
million of its cash to purchase additional shares of Weatherford Common Stock to
qualify the Merger as a partially tax free reorganization (the "Additional
Purchases").

If Christiana purchases additional shares of Weatherford Common Stock, the
Cash Consideration to be paid in the Merger could decline by up to $5.0 million,
or approximately $1.00 per share of Christiana Common Stock (from between $3.50
and $4.00 per share to between $2.50 and $3.00 per share). Weatherford and
Christiana will not know until after the Special Meeting of Christiana
Shareholders whether and to what extent this reduction will occur.

All fractional shares of Weatherford Common Stock that a holder of
Christiana Common Stock would otherwise be entitled to receive shall be
aggregated and if a fractional share of Weatherford Common Stock results from
such aggregation, such fractional share shall be rounded up or down to the
nearest whole share of Weatherford Common Stock.

<TABLE>
<S> <C>
- ------------------------------------------------------------------------------------------------------
CERTIFICATE INFORMATION
(Attach additional sheets if necessary)
- ------------------------------------------------------------------------------------------------------
Certificate Number Total Number of Shares Represented by
Certificate
- ------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------
Total Shares:
- ------------------------------------------------------------------------------------------------------
</TABLE>

2
<PAGE> 3

2. C2 Common Stock. The undersigned hereby makes the following election
regarding the purchase of C2 Common Stock:

ELECTION TO PURCHASE C2 COMMON STOCK

I understand (i) that I will receive between $3.50 and $4.00 for each share
of Christiana Common Stock that I own immediately prior to the Merger, unless
Christiana makes Additional Purchases, in which case I will receive between
$2.50 and $3.00 per share of Christiana Common Stock if Christiana makes $5.0
million of Additional Purchases; (ii) that I am entitled to purchase one share
of C2 Common Stock at $4.00 per share for each share of Christiana Common Stock
that I own immediately prior to the Merger; and (iii) that I may purchase more
shares of C2 Common Stock, if they are available.

I FURTHER UNDERSTAND THAT BECAUSE THE CASH CONSIDERATION MAY BE LESS THAN
$4.00 PER SHARE OF CHRISTIANA COMMON STOCK, MY ELECTION BELOW MAY RESULT IN THE
NEED FOR ME TO PROVIDE ADDITIONAL CASH TO EFFECT MY PURCHASE OF C2 COMMON STOCK.
IN THE EVENT THAT ADDITIONAL CASH IS NEEDED, I AUTHORIZE YOU TO SEND ME AN
INVOICE FOR THE BALANCE DUE. I UNDERSTAND THAT THE INVOICE WILL BE DUE WITHIN 10
DAYS OF RECEIPT.

I HEREBY ELECT THE FOLLOWING OPTION (CHECK ONE):

1. [ ] I hold my Christiana Common Stock in my name and hereby reaffirm my
election made pursuant to the prior Letter of Transmittal mailed in
connection with the First Special Meeting of Shareholders of
Christiana held on August 17, 1998 (this option is available only to
Christiana shareholders that hold their shares in their own name).

I hereby cancel my prior election and choose the following:

2. [ ] I do not want to purchase any shares of C2 Common Stock, so please
send me all the cash to which I am entitled from the exchange of my
Christiana Common Stock pursuant to the Agreement.

3. [ ] I want to use the cash (between $3.50 and $4.00 per share, assuming
no Additional Purchases) to which I am entitled from the exchange of
my Christiana Common Stock pursuant to the Agreement to purchase as
many shares of C2 Common Stock as possible with such cash.

4. [ ] I only want to purchase shares of C2 Common Stock using a
portion of the cash (between $3.50 and $4.00 per share, assuming no
Additional Purchases) to which I am entitled from the exchange of my
Christiana Common Stock pursuant to the Agreement. Please apply the
appropriate amount to such purchase and send me the balance, if any.

5. [ ] I only want to purchase the number of shares of C2 Common Stock to
which I am entitled. Please apply the appropriate amount of cash
(between $3.50 and $4.00 per share, assuming no Additional
Purchases) to which I am entitled from the exchange of my Christiana
Common Stock pursuant to the Agreement and send me an invoice for
the balance due, if any.

6. [ ] I want to purchase the number of shares of C2 Common Stock to which
I am entitled using the cash (between $3.50 and $4.00 per share,
assuming no Additional Purchases) to which I am entitled from the
exchange of my Christiana Common Stock pursuant to the Agreement.
Please apply the appropriate amount of such cash to such purchase
and send me an invoice for the balance due, if any. I also wish to
purchase an additional shares of C2 Common Stock (if they
are available). Accordingly, I am enclosing the amount set forth
below payable to Firstar Bank Milwaukee, N.A.:

Number of additional shares of C2 Common Stock I want to buy
times $4.00 per share: $

It is understood that such election (the "Election") is subject to (i) the
Instructions included herein, (ii) the C2 Prospectus, receipt of which is hereby
acknowledged, and (iii) the terms, conditions and limitations of the Agreement.

3. General. The undersigned hereby represents and warrants (and if more
than one, each undersigned represents and warrants jointly and severally) to
Firstar Bank Milwaukee, N.A. that the undersigned has full power and authority
to assign and transfer the shares of Christiana Common Stock made subject to
this Form Letter of Transmittal and to make the Election made herein, and that
there is no lien, restriction, charge or encumbrance against the shares of
Christiana Common Stock made subject hereto.

3
<PAGE> 4

SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTION 8)

To be completed ONLY if certificates and any check are to be issued in the name
of someone other than the registered owner(s) of the Christiana Common Stock

Name
- -----------------------------------------------
(Please Print or Type)

Address
- ---------------------------------------------
(Street)

- ------------------------------------------------------
(City) (State) (Zip Code)

- ------------------------------------------------------
(Social Security Number)

SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTION 3)

To be completed ONLY if certificates and any check issued in the name of the
undersigned are to be sent to someone other than the undersigned or to the
undersigned at an address other than that shown above.

Name
- -----------------------------------------------
(Please Print or Type)

Address
- ---------------------------------------------
(Street)

- ------------------------------------------------------
(City) (State) (Zip Code)

PLEASE SIGN HERE
(See Instruction 6)
REGARDLESS OF WHETHER YOU COMPLETE THE OTHER BOXES, YOU MUST COMPLETE THIS BOX.

- ------------------------------------------------------

- ------------------------------------------------------
(SIGNATURE(S) OF OWNER(S))

DATE , 1999
-----------------

( )
-------------------------------
(AREA CODE AND TELEPHONE NUMBER)

- ------------------------------------------------------
TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER

SIGNATURE(S) GUARANTEED,
IF REQUIRED
(See Instructions 6 and 8)
Firm
- ------------------------------------------------
(Please Print or Type)

- ------------------------------------------------------
(Authorized Signature)

Title
- -------------------------------------------------

Address
- ---------------------------------------------
(Street)

- ------------------------------------------------------
(City) (State) (Zip Code)

TO BE EXECUTED ONLY BY NON-UNITED STATES RESIDENTS:
(See Instruction 10)
I hereby certify that the foregoing purchase of C2 Common Stock has been
effected
in accordance with the applicable laws of the jurisdiction in which I reside.

<TABLE>
<S> <C> <C>
, 1999
------------ ------------------------------------ ------------------------------------------------
Dated Signature Signature for Joint Subscriber (if any)
</TABLE>
<PAGE> 5

SEE INSTRUCTION 11 FOR INSTRUCTIONS CONCERNING THE COMPLETION OF THE SUBSTITUTE
FORM W-9 BELOW.

<TABLE>
<S> <C> <C>
Substitute

Form W-9
(Rev. December 1996)
REQUEST FOR TAXPAYER
Department of the IDENTIFICATION NUMBER AND CERTIFICATION
Treasury
Internal Revenue
Service
- ------------------------------------------------------------------------------------------------------------------
Name as shown above on account. (If a joint account, list first and circle the name of the person or entity
whose number you enter in Part I below.)
---------------------------------------------------------------------------------------------------------------
Check appropriate box [ ] INDIVIDUAL/SOLE PROPRIETOR [ ] CORPORATION [ ] PARTNERSHIP [
] OTHER c______________
---------------------------------------------------------------------------------------------------------------
Requester's name and
Address (number, street, and Apt. or suite no.) address (optional)
--------------------------------------------------------------------------------------
City, state, and ZIP code
- ------------------------------------------------------------------------------------------------------------------

<CAPTION>
<S> <C>
Substitute
Form W-9
(Rev. December 1996) GIVE FORM TO THE
REQUESTER. DO
Department of the
Treasury NOT SEND TO
Internal Revenue THE IRS.
Service
- ----------------------------------------------------------------------
Name as shown abo
whose number you
------------------------------------------------------------------------------------------
Check appropriate
] OTHER c________
---------------------------------------------------------------------------------------------------------------
Address (number,
--------------------------------------------------------------------------------------
City, state, and
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<S> <C>
PART I TAXPAYER IDENTIFICATION NUMBER (TIN)
- --------------------------------------------------------
Enter your TIN in the appropriate box. For individuals, ______________________________
this is your social security number (SSN).
Social Security number
For other entities, it is your employer identification
number (EIN).
- -
-----------------------------
OR
______________________________
Employee identification number
-
-----------------------------
- -------------------------------------------------------------------------------------------

<CAPTION>
<S> <C>
PART I TAXPAYER IDENTIFICATION NUMBER (TIN) List account number(s) here (optional)
---------------------------------------------
- --------------------------------------------------------
Enter your TIN in the appropriate box. For individuals, PART II For Payees Exempt
this is your social security number (SSN). From Backup
Withholding
For other entities, it is your employer identification (See the enclosed instructions.)
number (EIN). ---------------------------------------------
c
- -------------------------------------------------------------------------------------------
</TABLE>

PART III CERTIFICATION
- --------------------------------------------------------------------------------

Under penalties of perjury, I certify that:

1. The number shown on this form is my correct taxpayer identification number
(or I am waiting for a number to be issued to me), and

2. I am not subject to backup withholding because: (a) I am exempt from backup
withholding, or (b) I have not been notified by the Internal Revenue
Service (IRS) that I am subject to backup withholding as a result of a
failure to report all interest or dividends, or (c) the IRS has notified me
that I am no longer subject to backup withholding.

CERTIFICATION INSTRUCTIONS. -- You must cross out item 2 above if you have
been notified by the IRS that you are currently subject to backup withholding
because you have failed to report all interest and dividends on your tax
return. For real estate transactions, item 2 does not apply. For mortgage
interest paid, acquisition or abandonment of secured property, cancellation of
debt, contributions to an individual retirement arrangement (IRA), and
generally, payments other than interest and dividends, you are not required to
sign the Certification, but you must provide your correct TIN.
- --------------------------------------------------------------------------------

<TABLE>
<C> <S>
SIGN
HERE SIGNATURE c
- ----------------------------------------------------------------------------------------

<CAPTION>
<C> <C>
SIGN
HERE DATE c
- ----------------------------------------------------------------------------------------
</TABLE>
<PAGE> 6

INSTRUCTIONS

1. TIME IN WHICH TO ELECT. This form or a facsimile thereof should be
submitted, accompanied by the certificates representing shares of Christiana
Common Stock described on the front hereof (unless the certificates were
previously delivered in connection with the First Special Meeting of
Shareholders of Christiana held on August 17, 1998 and are still held by Firstar
Bank Milwaukee, N.A.), to Firstar Bank Milwaukee, N.A. at the appropriate
address set forth on the front hereof, no later than 5:00 P.M., Central Time, on
February 5, 1999. Holders of Christiana Common Stock whose Form Letters of
Transmittal and certificates are not so delivered will not be entitled to make
an Election to purchase shares of C2 Common Stock, but will be entitled to
receive the consideration provided for Christiana shareholders in the Merger.

2. CHANGE OR REVOCATION OF LETTER OF TRANSMITTAL. Any record holder of
Christiana Common Stock may change an Election by delivering a written notice
accompanied by a properly completed, revised Form Letter of Transmittal to
Firstar Bank Milwaukee, N.A. prior to 5:00 P.M., Central Standard Time, on
February 5, 1999. Similarly, an Election may be revoked by delivering a written
notice to Firstar Bank Milwaukee, N.A. prior to such time or by withdrawing
prior to such time the certificates previously deposited with Firstar Bank
Milwaukee, N.A.

3. NULLIFICATION OF ELECTION. All Form Letters of Transmittal will be void
and deemed to be of no effect if the Merger is not consummated, and certificates
submitted therewith shall be returned to the persons submitting the same as
promptly as practicable. The undersigned directs Firstar Bank Milwaukee, N.A. to
issue in exchange for the Christiana Common Stock subject hereto the
certificates representing the Weatherford Common Stock and a check for the Cash
Consideration into which such Christiana Common Stock will be converted in the
Merger in the name(s) of the registered owner(s) of the shares of Christiana
Common Stock subject hereto, unless otherwise indicated under the "Election to
Purchase C2, Inc. Shares" and/or "Special Issuance Instructions" boxes herein.
The undersigned directs Firstar Bank Milwaukee, N.A. (the "Exchange Agent"),
unless otherwise indicated under the "Election to Purchase C2 Common Stock"
and/or "Special Delivery Instructions" boxes herein, to mail such certificates
and check to the undersigned at the address shown above.

4. RECEIPT OF CHECKS AND WEATHERFORD COMMON STOCK. As soon as possible
after the date of the Merger, but no later than 30 days thereafter (the "Payment
Date"), the parties to the Agreement shall calculate and agree upon the Cash
Consideration (anticipated to be between $3.50 and $4.00 per share of Christiana
Common Stock, assuming no Additional Purchases, based upon the terms of the
Agreement as described more fully on the cover page of the Joint Proxy
Statement/Prospectus). On the Payment Date, Weatherford will pay the Cash
Consideration due each Christiana shareholder to Firstar Bank Milwaukee, N.A.,
which shall promptly distribute such cash to each Christiana shareholder;
provided, however, that if Firstar Bank Milwaukee, N.A. has authorization from
the Christiana shareholders pursuant to this Form Letter of Transmittal to apply
all or a portion of the Cash Consideration to the purchase of shares of C2
Common Stock, such cash shall be so applied. Firstar Bank Milwaukee, N.A. shall,
following instructions from the Christiana shareholders, either transmit such
funds to C2 to purchase shares of C2 Common Stock or transmit such funds to the
Christiana shareholders.

THE METHOD OF DELIVERY OF ALL DOCUMENTS IS AT THE OPTION AND RISK OF THE
CHRISTIANA SHAREHOLDER, BUT IF SENT BY MAIL, REGISTERED MAIL, PROPERLY INSURED,
IS SUGGESTED.

5. INADEQUATE SPACE. If there is insufficient space to list all
certificates being submitted to Firstar Bank Milwaukee, N.A. or to respond to
any other information, please attach a separate sheet hereto.

6. SIGNATURES. The signature (or signatures, in the case of certificates
owned by two or more joint holders) on the Form Letter of Transmittal should
correspond exactly with the name(s) as written on the face of the certificates
unless the shares of Christiana Common Stock described on the Form Letter of
Transmittal have been assigned by the registered holder(s), in which event the
Form Letter of Transmittal should be signed in exactly the same form as the name
of the last transferee endorsed on the certificates or on accompanying stock
powers. In addition, in the event of such assignment, the certificates must be
endorsed or
<PAGE> 7

accompanied by appropriate signed stock powers, signed exactly as the name(s) of
the registered owner(s) appear on the certificate and such signature(s) must be
GUARANTEED as provided in Instruction 8.

IF THE FORM LETTER OF TRANSMITTAL IS SIGNED BY A TRUSTEE, EXECUTOR,
ADMINISTRATOR, GUARDIAN, OFFICER OF A CORPORATION, ATTORNEY-IN-FACT OR IN ANY
OTHER REPRESENTATIVE OR FIDUCIARY CAPACITY, THE PERSON SIGNING MUST GIVE SUCH
PERSON'S FULL TITLE IN SUCH CAPACITY, AND APPROPRIATE EVIDENCE OF AUTHORITY TO
ACT IN SUCH CAPACITY MUST BE FORWARDED WITH THE FORM LETTER OF TRANSMITTAL. FOR
A CORPORATION, APPROPRIATE EVIDENCE OF AUTHORITY OF AN OFFICER WOULD INCLUDE A
CERTIFIED BOARD RESOLUTION.

If shares of Christiana Common Stock are registered in different names on
several certificates, it will be necessary to complete, sign and submit as many
separate Form Letters of Transmittal as there are different registrations of
certificates.

7. CHECKS AND NEW CERTIFICATES IN SAME NAME. If checks or certificates
representing Weatherford Common Stock are to be payable to the order of or
registered in exactly the same name that appears on the certificates
representing shares of Christiana Common Stock being submitted herewith, the
shareholder will not be required to endorse the old certificates or to make
payment of transfer taxes.

8. CHECKS AND NEW CERTIFICATES IN DIFFERENT NAMES. If checks or
certificates representing Weatherford Common Stock are to be payable to the
order of or registered in other than exactly the name that appears on the
certificates representing shares of Christiana Common Stock being submitted
herewith, the certificates submitted must be endorsed, or accompanied by
appropriate signed stock powers, and the SIGNATURE GUARANTEED by a member of a
national securities exchange or of the National Association of Securities
Dealers, Inc. ("NASD") or by a commercial bank or trust company in the United
States. Additionally, in such case all requisite stock transfer tax stamps must
be affixed to the certificates submitted.

9. LOST CERTIFICATES. If a holder is not able to locate his certificates
representing shares of Christiana Common Stock, he should contact Christiana for
advice on the procedure to be followed to obtain replacement certificates. Such
holder should note that it may take in excess of two weeks to obtain such
replacement certificates.

10. NON-UNITED STATES RESIDENTS. Non-United States residents purchasing
shares of C2 Common Stock must properly execute of the statement made in the
signature box entitled "To Be Executed Only By Non-United States Residents".

11. IMPORTANT TAX INFORMATION. Federal income tax law requires that each
holder of Christiana Common Stock certify to the Exchange Agent such holder's
correct Taxpayer Identification Number ("TIN") and indicate that the holder is
not subject to backup withholding. If such holder is an individual, the TIN is
his or her social security number. Payments that are made to such holder with
respect to the Cash Consideration are subject to backup withholding if such
holder fails to make such certification on the enclosed Substitute Form W-9.

If backup withholding applies, the Exchange Agent is required to withhold
31% on cash payments for Christiana Common Stock made to the holder pursuant to
the Merger. Backup withholding is not an additional tax. Rather, the tax
liability of persons subject to backup withholding will be reduced by the amount
of tax withheld. If backup withholding results in an overpayment of taxes, a
refund may be obtained from the Internal Revenue Service. Certain holders
(including, among others, all corporations and certain foreign individuals) are
exempt from the backup withholding and reporting requirements. In order for a
holder who is a foreign individual to qualify as an exempt recipient, such
holder must submit a statement on the appropriate form, signed under penalties
of perjury, attesting to that individual's exempt status. Such form can be
obtained from the Exchange Agent.

If the holder has not been issued a TIN or intends to apply for a TIN in
the near future, the holder should write "Applied For" in the space for the TIN.
If the Exchange Agent is not provided with a TIN before the effective time of
the Merger, the Exchange Agent will withhold 31% on all payments for any
Christiana Common Stock made to the holder pursuant to the Merger.

12. MISCELLANEOUS. A single check or a single stock certificate will be
issued for all shares subject to each Form Letter of Transmittal unless written
instructions to the contrary are attached hereto.
<PAGE> 8

All questions with respect to this Form Letter of Transmittal, these
Instructions and the Election (including, without limitation, questions relating
to the timeliness or effectiveness of revocation of any Election and relating to
computations as to proration) will be determined by Firstar Bank Milwaukee, N.A.
in accordance with the terms of the Agreement and the C2 Prospectus.

Additional copies of this Form Letter of Transmittal may be obtained from
Firstar Bank Milwaukee, N.A.