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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM __________ TO __________
COMMISSION FILE NUMBER 1-13086
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WEATHERFORD ENTERRA, INC.
AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN
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Weatherford International, Inc.
515 Post Oak Boulevard
Suite 600
Houston, TX 77027
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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Administrative Committee of
Weatherford Enterra, Inc. Amended and
Restated Employee Stock Purchase Plan:
We have audited the accompanying statements of net assets available for plan
benefits of the Weatherford Enterra, Inc. Amended and Restated Employee Stock
Purchase Plan as of December 31, 1999 and 1998, and the related statements of
changes in net assets available for plan benefits for each of the three years in
the period ended December 31, 1999. These financial statements are the
responsibility of the Plan's Administrative Committee. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by the Plan's Administrative Committee, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the
Weatherford Enterra, Inc. Amended and Restated Employee Stock Purchase Plan as
of December 31, 1999 and 1998, and the changes in net assets available for plan
benefits for each of the three years in the period ended December 31, 1999, in
conformity with accounting principles generally accepted in the United States.
ARTHUR ANDERSEN LLP
Houston, Texas
February 18, 2000
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WEATHERFORD ENTERRA, INC.
AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
AS OF DECEMBER 31, 1999 AND 1998
<TABLE>
<CAPTION>
1999 1998
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<S> <C> <C>
ASSETS:
Common Stock of Weatherford International, Inc., at quoted market value, 25,461
shares at $39.938 per share (cost $748,394) in 1999 and 18,785 shares at
$19.375 per share (cost $552,075) in 1998 $1,016,861 $ 363,959
Contributions receivable-
Company 13,570 24,493
Participants 27,427 49,392
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40,997 73,885
Other receivable 22,046 --
Cash and cash equivalents 7,237 1,957
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Total assets 1,087,141 439,801
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LIABILITIES:
Other payable 4,405 --
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NET ASSETS AVAILABLE FOR PLAN BENEFITS $1,082,736 $ 439,801
========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
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WEATHERFORD ENTERRA, INC.
AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>
1999 1998 1997
----------- ----------- -----------
<S> <C> <C> <C>
REALIZED NET GAIN (LOSS) ON THE SALE OR DISTRIBUTION OF COMMON STOCK $ 71,699 $ (44,418) $ 51,932
CHANGES IN UNREALIZED APPRECIATION (DEPRECIATION) OF COMMON STOCK 456,583 (443,484) 142,544
CONTRIBUTIONS:
Company 152,656 127,627 162,379
Participants 307,807 257,345 325,095
INTEREST INCOME 348 256 234
OTHER 17,641 -- --
WITHDRAWALS BY PARTICIPANTS:
Common Stock, at market value (363,236) (445,359) (263,437)
Cash (563) (1,352) (409)
----------- ----------- -----------
INCREASE (DECREASE) IN NET ASSETS AVAILABLE FOR PLAN BENEFITS 642,935 (549,385) 418,338
NET ASSETS AVAILABLE FOR PLAN BENEFITS:
Beginning of year 439,801 989,186 570,848
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End of year $ 1,082,736 $ 439,801 $ 989,186
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</TABLE>
The accompanying notes are an integral part of these financial statements.
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WEATHERFORD ENTERRA, INC.
AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS
1. GENERAL AND SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES:
General
The Weatherford Enterra, Inc. Amended and Restated Employee Stock Purchase Plan
(the Plan) was established for the purpose of affording eligible employees of
Weatherford International, Inc. formerly Weatherford Enterra, Inc., and its
subsidiaries (the Company), an opportunity to regularly and systematically
invest in the Company's common stock, $1.00 par value (the Common Stock).
On May 27, 1998, EVI, Inc., merged with Weatherford Enterra, Inc. (the Merger),
and changed its name to EVI Weatherford, Inc., and traded on the New York Stock
Exchange (the NYSE) under the symbol "EVI" until September 21, 1998. Under the
terms of the merger agreement, Weatherford Enterra, Inc. stockholders received
0.95 of a newly issued share of EVI Weatherford, Inc. Common Stock for each
share of Weatherford Enterra, Inc. common stock. Accordingly, all shares held by
the Plan were exchanged for 0.95 shares of EVI Weatherford, Inc. Common Stock.
On September 21, 1998, the stockholders of EVI Weatherford, Inc., approved a
name change for the combined company to Weatherford International, Inc.
Weatherford International, Inc. is listed on the NYSE under the symbol "WFT."
Basis of Accounting
The accompanying financial statements of the Plan have been prepared on the
accrual basis of accounting.
Participant Accounts
Chase Bank of Texas, N.A. (formerly Texas Commerce Bank, N.A.), trustee for the
Plan (the Trustee), maintains a separate account for each participating
employee. The Trustee allocates to each account the number of shares of Company
Common Stock purchased with contributions credited to such account and
dividends, if any. The Plan included 283 and 345 participants as of December 31,
1999 and 1998, respectively.
Investment Valuation
The Plan primarily invests in the Common Stock. The Common Stock is reflected in
the accompanying financial statements at quoted market value, as listed on the
NYSE. The changes in the difference between the quoted market value and the cost
of shares not withdrawn are reported as changes in unrealized appreciation
(depreciation) in the statements of changes in net assets (see Note 4). Realized
net gain (loss) on the sale or distribution of Common Stock are reported based
on actual cost (see Note 3). Contributions pending purchase of the Common Stock
and liquidation pending distribution to participants are invested in a
short-term investment fund, with cost equal to market value. The short-term
investment fund is reflected in the accompanying statement of net assets
available for plan benefits as cash and cash equivalents.
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Risks and Uncertainties
The Plan provides for investment in cash and cash equivalents and Common Stock.
Investment securities, in general, are exposed to various risks, such as
interest rate, credit and overall market volatility. Due to the level of risk
associated with certain investment securities, it is reasonably possible that
changes in the values of investment securities will occur in the near term.
Expenses
The expenses of the Plan, except transfer taxes and other expenses paid by
participating employees on withdrawals, are paid by the Company. With respect to
purchases of Common Stock on the open market, if any, brokerage fees are paid by
the Company.
2. PROVISIONS OF THE PLAN:
Administration
The Plan is administered by a committee (the Administrative Committee) of not
less than three persons appointed from time to time by the board of directors of
the Company.
Eligibility
Subject to certain restrictions imposed by foreign countries in which the
Company maintains offices, every full-time non-U.S. employee and every full-time
U.S. employee not eligible for the Company's 401(k) savings plan are eligible to
participate in the Plan on the first day of active service with the Company.
Effective with the Merger, former qualifying employees of EVI, Inc., became
eligible for the Plan.
Effective January 1, 1998, commensurate with the introduction of a separate
retirement savings plan, employees of the Company's Canadian services and
manufacturing operations are no longer eligible to participate in the Plan.
Participant contributions of such employees accounted for approximately 22
percent of 1997 participant contributions.
Participant Contributions
An eligible employee may contribute by payroll deductions 2 percent to 6 percent
of base salary, but in no event less than $20 per month or more than a maximum
dollar amount determined from time to time, in advance, by the Administrative
Committee.
Company Contributions
The Company contributes 50 cents to each dollar contributed by participants up
to 6 percent. Participants vest immediately in both their contributions to the
Plan and all Company contributions made on their behalf.
The Trustee and Purchases of Common Stock
The Trustee maintains custody of the Plan's assets and uses the participants'
payroll deductions, the Company's contributions and cash dividends received to
purchase Common Stock. The Company has not declared or paid any dividends on its
Common Stock since 1984. The Common Stock may be purchased on the open market or
from the Company by the Trustee at a price equal to the closing price of the
Common Stock on the NYSE.
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Withdrawals and Termination of Employment
Participating employees may withdraw part or all of the whole shares of Common
Stock in their accounts as of March 31 of any calendar year after giving written
notice prior to March 1. Cash in lieu of fractional shares and any other credits
will also be paid to the withdrawing employee. On termination of employment, a
distribution will be made to the employee, or, in the case of death, to the
persons entitled thereto, of all shares of Common Stock and cash adjustments as
described above.
Federal Income Tax Consequences
The Plan is not qualified under Section 401(a) of the Internal Revenue Code of
1986, as amended. Subject to differing tax consequences imposed by foreign
countries in which the Company maintains offices, amounts contributed by an
employee to the Plan through payroll deductions and amounts contributed by the
Company are treated as part of the employee's salary or wages, which are subject
to withholding taxes and are taxed, with the rest of the employee's
compensation, as ordinary income. The Plan is not subject to the provisions of
the Employee Retirement Income Security Act of 1974, as amended.
Amendment, Suspension and Termination
Although the Company has not expressed an intent to do so, it has the right to
suspend or terminate any or all provisions of the Plan at any time, except that
no such action shall be taken which will, in the Administrative Committee's
judgment, retroactively adversely affect the rights of participants.
3. REALIZED NET GAIN (LOSS):
The following table sets forth the realized net gain (loss) calculated on the
sale or distribution of Common Stock:
<TABLE>
<CAPTION>
1999 1998 1997
--------- --------- ---------
<S> <C> <C> <C>
Sale or distribution of Common Stock, at market $ 367,624 $ 477,795 $ 263,785
Less- Sale or distribution of Common Stock, at cost 295,925 522,213 211,853
--------- --------- ---------
Realized net gain (loss) $ 71,699 $ (44,418) $ 51,932
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</TABLE>
4. CHANGES IN UNREALIZED
APPRECIATION (DEPRECIATION):
The changes in unrealized appreciation (depreciation) of Common Stock are as
follows:
<TABLE>
<CAPTION>
1999 1998 1997
--------- --------- ---------
<S> <C> <C> <C>
Unrealized appreciation (depreciation) at end of year $ 268,467 $(188,116) $ 255,368
Less- Unrealized appreciation (depreciation) at beginning
of year (188,116) 255,368 112,824
--------- --------- ---------
Changes in unrealized appreciation (depreciation) $ 456,583 $(443,484) $ 142,544
========= ========= =========
</TABLE>
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SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this annual report to be signed on its behalf by
the undersigned hereunto duly authorized.
WEATHERFORD ENTERRA, INC. AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN
March 21, 2000 /s/ JON R. NICHOLSON
- -------------------- ------------------------------------
Date Jon R. Nicholson
Vice President-Human Resources for
Weatherford International, Inc., and
Administrative Committee Member
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INDEX TO EXHIBIT
<TABLE>
<CAPTION>
Exhibit
Number Description
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<S> <C>
10.1 Weatherford Enterrra, Inc. Amended and Restated Employee Stock Purchase Plan
(incorporated by reference to Exhibit 4.19 to the Company's Registration
Statement on Form S-8 (Reg. No. 333-53633))
23.1 Consent of Independent Public Accountants
</TABLE>
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EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference of our report dated February 18, 2000, included in this Annual Report
on Form 11-K for the year ended December 31, 1999, into the previously filed
Form S-8 Registration Statement of Weatherford International, Inc., Registration
No. 333-53633.
/s/ ARTHUR ANDERSEN LLP
Houston, Texas
March 22, 2000
