UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
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. 2 amends and supplements the Statement on Schedule
13D (the "Schedule 13D") filed on behalf of First Reserve Corporation, a
Delaware corporation, American Gas & Oil Investors, Limited Partnership, a New
York limited partnership, AmGO II, Limited Partnership, a New York limited
partnership, AmGO III, Limited Partnership, a New York limited partnership,
First Reserve Secured Energy Assets Fund, Limited Partnership, a Delaware
limited partnership, First Reserve Fund V, Limited Partnership, a Delaware
limited partnership, First Reserve Fund V-2, Limited Partnership, a Delaware
limited partnership and First Reserve Fund VI, Limited Partnership, a Delaware
limited partnership (hereinafter collectively referred to as the "Filing
Persons"), relating to the common stock, par value $1.00 per share, of Enterra
Corporation, a Delaware corporation (the "Company"). Capitalized terms used
and not defined in this Amendment have the meanings set forth in the Schedule
13D.
The purpose of this Amendment is to amend the Schedule 13D, which was
filed on August 19, 1994.
1. Item 6 of the Schedule 13D, is hereby amended and supplemented
to add the following:
Item 6. CONTRACTS, ARRANGEMENTS OR UNDERSTANDING WITH RESPECT TO
SECURITIES OF THE ISSUER UNDER THE STOCKHOLDERS' AGREEMENT
By a letter agreement (the "Weatherford Agreement") dated June 23,
1995 between Weatherford International Incorporated, a Delaware corporation
("Weatherford"), and the Filing Persons, Weatherford and the Filing Persons
agreed, among other things, that at any meeting of the stockholders of the
Company at which the adoption of the Agreement and Plan of Merger (the
"Agreement") between Weatherford and the Company dated June 23, 1995 is to be
voted upon, the Filing Persons will vote any voting securities of the Company
over which the Filing Persons have control in favor of adoption of the
Agreement unless the Board of Directors of the Company recommends, at the time
of such meeting, that stockholders of the Company vote against such adoption.
By a letter agreement (the "Enterra Agreement"), dated June 23, 1995
between the Company and the Filing Persons, the Company and the Filing Persons
agreed that at any meeting of the stockholders of the Company at which the
Agreement is to be voted on, if the Board of Directors of the Company is
recommending, at the time of such meeting, the stockholders of the Company vote
against the adoption of the Agreement, the Filing Persons will vote any
securities of the Company over which the Filing Persons have authority against
such adoption.
A copy of the Weatherford Agreement and the Enterra Agreement are
included as Exhibits to this Amendment and are incorporated herein by
reference.
Except as expressly amended and supplemented hereby, the text of Item
6 of the Schedule 13D remains in effect without any modification.
2. Item 7 of the Schedule 13D is hereby amended and supplemented to
add the following:
Item 7. MATERIAL TO BE FILED AS EXHIBITS
<PAGE>
Exhibit D. Letter Agreement by and between Weatherford
International Incorporated and First Reserve
Corporation, American Gas & Oil Investors,
AmGO II, AmGO III, First Reserve Secured Energy
Assets Fund, First Reserve Fund V, First Reserve
Fund V-2 and First Reserve Fund VI, dated June
23, 1995.
Exhibit E Letter Agreement by and between Enterra Corporation
and First Reserve Corporation, American Gas & Oil
Investors, AmGO II, AmGO III, First Reserve
Secured Energy Assets Fund, First Reserve Fund V,
First Reserve Fund V-2 and First Reserve Fund VI,
dated June 23, 1995.
<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.
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/ Elizabethe 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
By: /s/ Elizabeth C. Foley
Name: Elizabeth C. Foley
Title: Treasurer
FIRST RESERVE FUND V-2, LIMITED PARTNERSHIP
By: First Reserve Corporation,
as Managing General Partner
By: /s/ Elizabeth C. Foley
<PAGE>
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
Dated: June 30, 1995
<PAGE>
INDEX TO EXHIBITS
Exhibit Number Description of Exhibit
D. Letter Agreement by and between Weatherford International
Incorporated and First Reserve Corporation, American Gas &
Oil Investors, AmGO II, AmGO III, First Reserve Secured
Energy Assets Fund, First Reserve Fund V, First Reserve
Fund V-2 and First Reserve Fund VI, dated June 23, 1995.
E. Letter Agreement by and between Enterra Corporation and
First Reserve Corporation, American Gas & Oil Investors,
AmGO II, AmGO III, First Reserve Secured Energy Assets
Fund, First Reserve Fund V, First Reserve Fund V-2 and
First Reserve Fund VI, dated June 23, 1995.
<PAGE>
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
