UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
Enterra Corporation
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(Name of Issuer)
Common Stock, $1.00 par value
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(Title of Class of Securities)
293805107
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(CUSIP Number)
Elizabeth Foley
First Reserve Corporation
475 Steamboat Road
Greenwich, Connecticut 06830
(203) 661-6601
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
June 23, 1995
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
statement because of Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement / /. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes.)
<PAGE>
This Amendment No. 1 restates in its entirety the text of the
Statement on Schedule 13D, as amended (the "Schedule 13D"), previously filed in
paper format on behalf of First Reserve Corporation, American Gas & Oil
Investors, Limited Partnership, AmGO II, Limited Partnership, AmGO III,
Limited Partnership, First Reserve Secured Energy Assets Fund, Limited
Partnership, First Reserve Fund V, Limited Partnership, First Reserve Fund V-2,
Limited Partnership and First Reserve Fund VI, Limited Partnership, relating to
the common stock, $1.00 par value per share, of Enterra Corporation, a Delaware
corporation.
Item 1. Security and Issuer.
This Statement on Schedule 13D (the "Schedule 13D") relates to the
Common Stock, par value $1.00 per share (the "Common Stock"), of Enterra
Corporation, a Delaware corporation (the "Issuer"). The principal executive
offices of the Issuer are located at 13100 Northwest Freeway - Sixth Floor,
Houston, Texas 77040.
Item 2. Identity and Background.
This Schedule 13D is being filed by American Gas & Oil Investors
("Fund I"), AmGO II ("Fund II"), AmGO III ("Fund III"), First Reserve Secured
Energy Assets Fund, Limited Partnership ("Fund IV"), First Reserve Fund V,
Limited Partnership ("Fund V"), First Reserve Fund V-2, Limited Partnership
("Fund V-2") and First Reserve Fund VI, Limited Partnership ("Fund VI", and
together with Fund I, Fund II, Fund III, Fund IV, Fund V and Fund V-2, the
"Funds"), and by First Reserve Corporation ("First Reserve"), to report the
acquisition by the Funds of Common Stock. First Reserve is the managing
general partner of each of the Funds. The Funds, in the aggregate, directly
own more than 5% of the issued and outstanding shares of Common Stock
("Shares").
<PAGE>
Fund I, Fund II, and Fund III are New York limited partnerships and
Fund IV is a Delaware limited partnership. Their principal purpose is to make
equity and debt investments in companies engaged in various energy and energy
related activities, including, but not limited to, energy production,
processing, transmission, distribution, marketing, equipment manufacturing,
electrical generation, and technical services, and in energy assets such as oil
and gas reserves or processing and transmission facilities (collectively,
"energy companies").
Fund V and Fund V-2 are Delaware limited partnerships. Their
principal purpose is to make equity and debt investments in companies engaged
in various energy and energy related activities, including, but not limited to,
energy production, processing, transmission, distribution, marketing, equipment
manufacturing, electrical generation, and technical services, and in energy
assets such an oil and gas reserves or processing and transmission facilities.
Fund VI is a Delaware limited partnership. Its principal purpose is
to make equity, equity-linked and debt investments in companies engaged in
various energy and energy related activities, including, but not limited to,
energy production, processing, transmission, distribution, marketing, equipment
manufacturing, electrical generation, and technical services, and in energy
assets such as oil and gas reserves or processing and transmission facilities,
but excluding any oil and gas exploration directly or through an entity whose
primary activity is to conduct such exploration.
First Reserve is a Delaware corporation which raises funds for and
manages the Funds. The seven Funds constitute all of the limited partnerships
managed by First Reserve. The principal business of First Reserve is to act as
managing general partner and provide investment management services to the
Funds.
<PAGE>
The principal business and office address of First Reserve and each
of the Funds (together, the "Reporting Persons") is 475 Steamboat Road,
Greenwich, Connecticut 06830.
Information with respect to the executive officers and directors of
First Reserve, including name, business address, present principal occupation
or employment and the organization in which such employment is conducted, and
their citizenship is listed on the schedule attached hereto as Schedule I,
which is incorporated in this Schedule 13D by reference.
During the last five years, none of the Reporting Persons nor any
executive officer or director of First Reserve has (i) been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(ii) been a party to a civil proceeding or a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to
a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
On August 12, 1994 Total Energy Services Company ("Total") merged
with and into ET merger Corporation ("ET"), a wholly owned subsidiary of
Enterra Corporation ("Enterra") pursuant to an Agreement and Plan of Merger
among Total, Enterra and ET dated as of May 2, 1994, as amended by the First
Amendment to Agreement and Plan of Merger dated as of July 15, 1994 (the
"Merger Agreement") (the "Merger"). Prior to the Merger, the Funds
beneficially owned approximately 99.2% of the outstanding shares of common
stock of Total, par value $.01 per share ("Total Stock"). Total is continuing
as a wholly-owned subsidiary of Enterra and each share of Total Stock was
converted into approximately 169.3 Shares (although cash was paid in lieu of
fractional Shares), such that each Fund currently owns the following numbers of
<PAGE>
Shares: (i) Fund I owns 1,993,529 Shares, as a result of the conversion of
11,774.68 shares of Total Stock; (ii) Fund II owns 1,233,907 Shares, as a
result of the conversion of 7,288.01 shares of Total Stock; (iii) Fund III owns
597,408 Shares, as a result of the conversion of 3,687.97 Shares of Total Stock
and of the grant of the right to receive 26,989 Shares to Fund VI in exchange
for cash; (iv) Fund IV owns 2,323,562 Shares, as a result of the conversion of
14,343.54 shares of Total Stock and of the grant of the right to receive
104,892.0 Shares to Fund VI for cash; (v) Fund V owns 3,355,254 Shares, as a
result of the conversion of 19,817.64 shares of Total Stock; (vi) Fund V-2 owns
838,427.0 Shares, resulting from the conversion of 4,952.13 shares of Total
Stock; and (vii) Fund VI owns 870,262 Shares, as a result of the conversion of
4,349.72 shares of Total Stock and of the receipt of the right to receive
133,827 Shares, in the aggregate, from Fund III, Fund IV and Gerald Hage in
exchange for cash.
The source of consideration used by the Funds in acquiring the Shares
reported as beneficially owned in Item 5 hereof is 66,213.69 shares of Total
Stock, and in the case of Fund VI only, also working capital.
The 66,213.69 shares of Total Stock used by the Funds to obtain their
11,212,349 Shares, were acquired with the assets of the Funds.
Item 4. Purpose of Transaction.
The Funds acquired the Shares disclosed in Item 5 of this Schedule
13D in order to establish a substantial investment position in the Issuer. The
Issuer has agreed to expand its Board of Directors to include designees of the
Funds as four of its eleven members for so long as the Funds owns Shares in
certain minimum amounts. The Funds intend to participate in and influence the
affairs of the Issuer through their four designees on the Board of Directors.
The Funds are contractually prohibited from taking certain actions
with respect to the Shares during the term of the Agreement dated as of May 2,
<PAGE>
1994 among Enterra and the Funds (the "Stockholders' Agreement", attached as
Exhibit C) as further described in Item 6 of this Schedule 13D.
Except as described above, at the present time the Reporting Persons
do not have any plans or proposals that would relate to any transaction, change
or event specified in clauses (a) through (j) of Item 4 of the Schedule 13D
form.
Item 5. Interest in Securities of the Issuer.
(a) As of August 12, 1994, the Funds beneficially owned an aggregate
of 11,212,349 Shares, constituting approximately 40.4% of the 27,737,248 Shares
outstanding as of August 12, 1994, such Shares consisting of the aggregate of
the 16,437,254 Shares stated to be outstanding as of July 5, 1994 in the
Issuer's proxy statement and prospectus on Form S-4 dated as of such date (the
"Prospectus") and the 11,299,994 additional Shares issued pursuant to the
Merger. The number and percentage of Shares beneficially owned by each
Reporting Person identified in Item 2 of this Schedule 13D are:
Percentage of Shares
Outstanding on
Shares August 12, 1994
Fund I 1,993,529 7.2%
Fund II 1,233,907 4.4%
Fund III 597,408 2.2%
Fund IV 2,323,562 8.4%
Fund V 3,355,254 12.1%
Fund V-2 838,427 3.0%
Fund VI 870,262 3.1%
First Reserve 11,212,349 40.4%
(b) Each Fund has the sole power to vote or to direct the
vote and sole power to dispose or direct the disposition of all Shares held by
it. First Reserve, in its role as managing general partner of the Funds and
acting on behalf of the Funds, has the power to cause each Fund to dispose of
or vote Shares held by such Funds.
(c) Not applicable.
<PAGE>
(d) To the best knowledge of the Reporting Persons, no
other person has the right to receive, or the power to direct the receipt of
dividends from, or the power to direct the receipt of proceeds of the sale of
Shares.
(e) Not applicable.
Item 6. Contracts, Arrangements or Understanding with Respect to
Securities of the Issuer under the Stockholders' Agreement .
The Stockholders' Agreement provides, among other things, that
the Funds and First Reserve are contractually prohibited from (i) subject to
certain exceptions, acquiring additional Shares if the effect of such
acquisition would be to either increase the aggregate holdings of "Enterra
Voting Securities" (as defined in Section 1.1 of the Stockholders' Agreement)
of First Reserve, the Funds and their affiliates (collectively, the "First
Reserve Group") to 43% or more of the "Combined Voting Power" (as defined in
Section 1.3 of the Stockholders' Agreement) or increase the First Reserve
Group's holdings of any class or series of Enterra Voting Securities to more
than 43%, (ii) depositing any Enterra Voting Securities owned by them in a
voting trust or entering into any similar voting arrangement unless all the
parties to the trust or arrangement are First Reserve Group members, (iii)
making or in any way becoming "participants" in the "solicitation" of proxies
(as such terms are defined in Rule 14a-1 of Regulation 14A under the Securities
Exchange Act of 1934, as amended), (iv) participating in or becoming a member
of a "13D/G Group" (as that term is defined in the Stockholders' Agreement),
other than the First Reserve Group for the purposes of holding, acquiring or
disposing of Enterra Voting Securities, (v) making a proposal to a third party
or initiating any proposal that would reasonably result in a change of control
of Enterra or make any public announcement with respect to any such proposal,
(vi) disposing of any Enterra Voting Securities except (A) by conversion,
<PAGE>
exchange or exercise of Enterra Voting Securities pursuant to their terms, in a
manner not otherwise in violation of clause (i) above, (B) in a bonafide pledge
or similar or related action of such Enterra Voting Securities to a lender that
is not a First Reserve Group member to secure a bonafide loan, for money
borrowed, made to one or more First Reserve Group members with full recourse to
the borrower or borrowers, (C) by transfer, assignment, sale or disposition of
such Enterra Voting Securities to another First Reserve Group member, (D) by
distribution of Enterra Voting Securities to any partner of a First Reserve
Group member, provided that any such distributee which is a member of the First
Reserve Group has signed the Stockholders' Agreement and that the subsequent
distributions of such distributee, if assisted by First Reserve, conform with
the distribution restrictions imposed by the Stockholders' Agreement, (E)
pursuant to a registration statement, (F) in sales in broker's transactions,
effected on the NYSE or any other securities exchange on which the Enterra
Voting Securities are listed or in any other public trading market in which the
Enterra Voting Securities are then being traded, in compliance with the
provisions of Rule 144, including the volume restrictions set forth in such
rule (excluding for purposes of this clause (F) in sales pursuant to the
provisions of paragraph (k) of Rule 144, which sales are included under (G),
(G) sales pursuant to paragraph (k) of Rule 144, (H) other negotiated sales of
Enterra Voting Securities, or (I) pursuant to the provisions of the
Stockholders' Agreement permitting, in certain circumstances, sales into tender
or exchange offers, (vii) disposing of Enterra Voting Securities pursuant to
clause (vi) (E) above, unless the First Reserve Group members use their
reasonable best efforts to refrain from disposing of Enterra Voting Securities
representing 3% or more of the Combined Voting Power to any one person or
group, (viii) disposing of any Enterra Voting Securities pursuant to clauses
(vi)(D),(E) and (F) above to any one person or group if such Enterra Voting
Securities represent 5% or more of the Combined Voting Power, and (ix)
<PAGE>
disposing of Enterra Voting Securities pursuant to clauses (vi)(D)(E) and (F)
above to any one person or group who, upon consummation of such sale would,
directly or indirectly, have beneficial ownership of or the right to acquire
beneficial ownership of Enterra Voting Securities representing 10% or more of
the Combined Voting Power.
Item 7. Material to be Filed as Exhibits.<F1>
Exhibit A. Agreement Concerning Filing of Schedule 13D.
Exhibit B. Merger Agreement, dated as of May 2, 1994, among
Total Energy Services Company, Enterra Corporation and ET Merger Corporation,
together with the First Amendment to Agreement and Plan of Merger dated as of
July 15, 1994.
Exhibit C. Agreement dated as of May 2, 1994 among Enterra
Corporation, American Gas & Oil Investors, AmGO II, AmGO III, First Reserve
Secured Energy Assets Fund, Limited Partnership, First Reserve Fund V, Limited
Partnership, First Reserve Fund V-2, Limited Partnership, First Reserve Fund
VI, Limited Partnership and First Reserve Corporation.
<F1> All Exhibits were previously filed in paper format.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this Statement is true,
complete and correct.
Dated: June 30, 1995
FIRST RESERVE CORPORATION
By: /s/ Elizabeth C. Foley
Name: Elizabeth C. Foley
Title: Treasurer
AMERICAN GAS & OIL INVESTORS, LIMITED PARTNERSHIP
By: First Reserve Corporation,
as Managing General
Partner
By: /s/ Elizabeth C. Foley
Name: Elizabeth C. Foley
Title: Treasurer
AMGO II, LIMITED PARTNERSHIP
By: First Reserve Corporation,
as Managing General Partner
By: /s/ Elizabeth C. Foley
Name: Elizabeth C. Foley
Title: Treasurer
AMGO III, LIMITED PARTNERSHIP
By: First Reserve Corporation,
as Managing General Partner
By: /s/ Elizabeth C. Foley
Name: Elizabeth C. Foley
Title: Treasurer
FIRST RESERVE FUND V, LIMITED
PARTNERSHIP
By: First Reserve Corporation,
as Managing General Partner
<PAGE>
By: /s/ Elizabeth C. Foley
Name: Elizabeth C. Foley
Title: Treasurer
FIRST RESERVE FUND V-2, LIMITED
PARTNERSHIP
By: First Reserve Corporation,
a Managing General Partner
By: /s/ Elizabeth C. Foley
Name: Elizabeth C. Foley
Title: Treasurer
FIRST RESERVE FUND VI, LIMITED
PARTNERSHIP
By: First Reserve Corporation,
as Managing General Partner
By: /s/ Elizabeth C. Foley
Name: Elizabeth C. Foley
Title: Treasurer
EXHIBIT D
Conformed Copy
FIRST RESERVE CORPORATION
June 23, 1995
Weatherford International Incorporated
1360 Post Oak Boulevard
Suite 1000
Houston, TX 77056-3098
Attention: Philip Burguieres, Chairman
of the Board, President and
Chief Executive Officer
Reference is made to the Agreement and Plan of Merger between
Weatherford International Incorporated ("Weatherford") and Enterra Corporation
("Enterra") dated June 23, 1995 (the "Agreement"), which provides for the
merger of Enterra with and into Weatherford (the "Merger"). As an inducement
to, and in consideration of, Weatherford's entering into the Agreement, the
undersigned covenants and agrees as follows:
(i) At any meeting of the stockholders of Enterra at which the adoption
of the Agreement is to be voted upon, the undersigned will vote any
voting securities of Enterra over which the undersigned has voting
authority in favor of adoption of the Agreement unless the Board of
Directors of Enterra is recommending, at the time of such meeting,
that stockholders of Enterra vote against such adoption in view of
the pendency of an Enterra Superior Proposal (as defined in the
Agreement).
(ii) The undersigned will not directly or indirectly (a) solicit, initiate
or encourage the submission of any Enterra Takeover Proposal (as
defined in the Agreement), (b) enter into any agreement with respect
to an Enterra Takeover Proposal or (c) participate in any discussion
or negotiation regarding, or furnish to any person any information
with respect to, the making of any proposal that constitutes, or may
reasonably be expected to lead to, any Enterra Takeover Proposal;
provided that the foregoing clause (c) shall not prohibit any
affiliate of the undersigned who serves as a director of Enterra from
acting (subject to Section 7.2 of the Agreement) solely in his
capacity as a director of Enterra.
(iii) The undersigned will not sell, contract to sell or otherwise dispose
of any voting securities of Enterra over which the undersigned has
dispositive authority.
Very truly yours,
FIRST RESERVE CORPORATION
<PAGE>
By: /s/ William E. Macaulay
William E. Macaulay
President and Chief
Executive officer
FIRST RESERVE FUNDS:
AMERICAN GAS & OIL INVESTORS
By: FIRST RESERVE CORPORATION,
its Managing General
Partner
By: /s/ William E. Macaulay
William E. Macaulay
President and Chief
Executive Officer,
First Reserve Corporation
AMGO II, L.P.
By: FIRST RESERVE CORPORATION,
its Managing General
Partner
By: /s/ William E. Macaulay
William E. Macaulay
President and Chief
Executive Officer
First Reserve Corporation
AMGO III, L.P.
By: FIRST RESERVE CORPORATION,
its Managing General
Partner
By:/s/ William Macaulay
William E. Macaulay
President and Chief
Executive Officer,
First Reserve Corporation
FIRST RESERVE SECURED ENERGY
ASSETS FUND, L.P.
By: FIRST RESERVE CORPORATION,
its Managing General
<PAGE>
Partner
By: /s/ William E. Macaulay
William E. Macaulay
President and Chief
Executive Officer,
First Reserve Corporation
FIRST RESERVE FUND V, L.P.
By: FIRST RESERVE CORPORATION,
its Managing General
Partner
By: /s/ William E. Macaulay
William E. Macaulay
President and Chief
Executive Officer,
First Reserve Corporation
FIRST RESERVE FUND V-2, L.P.
By: FIRST RESERVE CORPORATION,
its Managing General
Partner
By: /s/ William E. Macaulay
William E. Macaulay
President and Chief
Executive Officer,
First Reserve Corporation
FIRST RESERVE FUND VI, L.P.
By: FIRST RESERVE CORPORATION,
its Managing General
Partner
By: /s/ William E. Macaulay
William E. Macaulay
President and Chief
Executive Officer,
First Reserve Corporation
AGREED AND CONFIRMED:
WEATHERFORD INTERNATIONAL INCORPORATED
<PAGE>
By:/s/ Philip Burguieres
Philip Burguieres
Chairman of the Board,
President and Chief
Executive Officer
<PAGE>
EXHIBIT E
Conformed Copy
FIRST RESERVE CORPORATION
June 23, 1995
Enterra Corporation
13100 Northwest Freeway
6th Floor
Houston, TX 77040-6310
Attention: D. Dale Wood, Chairman of the Board,
President and Chief Executive Officer
Reference is made to the attached Letter Agreement dated June 23,
1995 between First Reserve Corporation, the First Reserve Funds (as set forth
therein) and Weatherford International Incorporated (the "Letter Agreement").
As an inducement to, and in consideration of, Enterra Corporation's ("Enterra")
consenting to the Letter Agreement, the undersigned covenants and agrees that
at any meeting of the stockholders of Enterra at which the adoption of the
Agreement and Plan of Merger between Weatherford and Enterra dated June 23,
1995 (the "Agreement") is to be voted upon, if the Board of Directors of
Enterra is recommending, at the time of such meeting, the stockholders of
Enterra vote against the adoption of the Agreement, the undersigned will vote
any securities of Enterra over which the undersigned has voting authority
against such adoption.
Very truly yours,
FIRST RESERVE CORPORATION
By: /s/ William E. Macaulay
William E. Macaulay
President and Chief
Executive officer
FIRST RESERVE FUNDS:
AMERICAN GAS & OIL INVESTORS
By: FIRST RESERVE CORPORATION,
its Managing General
Partner
By: /s/ William E. Macaulay
William E. Macaulay
President and Chief
Executive Officer,
First Reserve Corporation
<PAGE>
AMGO II, L.P.
By: FIRST RESERVE CORPORATION,
its Managing General
Partner
By: /s/ William E. Macaulay
William E. Macaulay
President and Chief
Executive Officer
First Reserve Corporation
AMGO III, L.P.
By: FIRST RESERVE CORPORATION,
its Managing General
Partner
By:/s/ William Macaulay
William E. Macaulay
President and Chief
Executive Officer,
First Reserve Corporation
FIRST RESERVE SECURED ENERGY
ASSETS FUND, L.P.
By: FIRST RESERVE CORPORATION,
its Managing General
Partner
By: /s/ William E. Macaulay
William E. Macaulay
President and Chief
Executive Officer,
First Reserve Corporation
FIRST RESERVE FUND V, L.P.
By: FIRST RESERVE CORPORATION,
its Managing General
Partner
By: /s/ William E. Macaulay
William E. Macaulay
President and Chief
Executive Officer,
First Reserve Corporation
<PAGE>
FIRST RESERVE FUND V-2, L.P.
By: FIRST RESERVE CORPORATION,
its Managing General
Partner
By: /s/ William E. Macaulay
William E. Macaulay
President and Chief
Executive Officer,
First Reserve Corporation
FIRST RESERVE FUND VI, L.P.
By: FIRST RESERVE CORPORATION,
its Managing General
Partner
By: /s/ William E. Macaulay
William E. Macaulay
President and Chief
Executive Officer,
First Reserve Corporation
AGREED AND CONFIRMED:
ENTERRA CORPORATION
By: /s/ D. Dale Wood
D. Dale Wood
Chairman of the Board,
President and Chief
Executive Officer
