<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement / / Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
ENTERRA CORPORATION
- - --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- - --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
- - --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- - --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
- - --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- - --------------------------------------------------------------------------------
(5) Total fee paid:
- - --------------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
- - --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
- - --------------------------------------------------------------------------------
(3) Filing Party:
- - --------------------------------------------------------------------------------
(4) Date Filed:
- - --------------------------------------------------------------------------------
<PAGE> 2
[ENTERRA LOGO]
ENTERRA CORPORATION
13100 NORTHWEST FREEWAY
SIXTH FLOOR
HOUSTON, TEXAS 77040
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 11, 1995
TO THE STOCKHOLDERS OF ENTERRA CORPORATION:
Notice is hereby given that the annual meeting of stockholders of
ENTERRA CORPORATION will be held at the Ritz-Carlton Hotel, 1919 Briar Oaks
Lane, Houston, Texas, at 11:00 A.M., local time, on Thursday, May 11, 1995, for
the following purposes:
1. To elect a class of three directors, each for a term of three
years and until their successors shall be elected and qualified.
2. To transact such other business as may properly come before
the meeting or any adjournments thereof.
Only stockholders of record at the close of business on March 15, 1995
will be entitled to notice of and to vote at the annual meeting and any
adjournments thereof. A list of the stockholders of Enterra Corporation
entitled to vote at its annual meeting will be available for inspection at the
company's offices during normal business hours by any stockholder for the 10
days prior to the meeting.
PLEASE DATE, SIGN AND PROMPTLY RETURN YOUR PROXY SO THAT YOUR SHARES MAY BE
VOTED IN ACCORDANCE WITH YOUR WISHES AND SO THAT THE PRESENCE OF A QUORUM MAY
BE ASSURED. THE GIVING OF SUCH PROXY DOES NOT AFFECT YOUR RIGHT TO VOTE IN
PERSON IN THE EVENT YOU ATTEND THE MEETING. YOU MAY REVOKE YOUR PROXY AT ANY
TIME BEFORE IT IS VOTED.
By order of the board of directors,
M. Gay Mather
Secretary
Houston, Texas
March 31, 1995
<PAGE> 3
ENTERRA CORPORATION
13100 NORTHWEST FREEWAY
SIXTH FLOOR
HOUSTON, TEXAS 77040
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
MAY 11, 1995
This proxy statement and the accompanying form of proxy are furnished on
or about March 31, 1995 in connection with the solicitation of proxies by the
board of directors of Enterra Corporation ("Enterra") to be used at the annual
meeting of stockholders of Enterra to be held at the Ritz-Carlton Hotel, 1919
Briar Oaks Lane, Houston, Texas, at 11:00 A.M., local time, on Thursday, May
11, 1995, and at any adjournments thereof.
PURPOSE OF THE MEETING
At the meeting, Enterra's stockholders will be asked to elect three
directors to hold office as provided by law and Enterra's by-laws.
VOTING AT THE MEETING
The only outstanding class of voting securities of Enterra is its common
stock, par value $1.00 per share ("Common Stock"). Holders of shares of Common
Stock of record at the close of business on March 15, 1995 are entitled to
notice of and to vote at the meeting and any adjournments thereof. As of that
date, there were 27,748,581 shares of Common Stock outstanding. Each
stockholder entitled to vote shall have the right to one vote for each share
outstanding in such stockholder's name. The presence in person or by proxy of
stockholders entitled to cast a majority of all votes entitled to be cast at
the meeting constitutes a quorum.
The shares of Common Stock represented by each properly executed proxy
will be voted at the meeting in accordance with the stockholders' directions.
Stockholders are urged to specify their choices by making the appropriate entry
on the enclosed proxy. Votes may be cast in favor of directors or withheld;
votes that are withheld will be excluded entirely from the vote and will have
no effect, other than being present for purposes of determining the presence of
a quorum. If no choice has been specified by record holders (including
brokers) submitting proxies, the shares will be voted as recommended by the
board of directors. Brokers that are member firms of the New York Stock
Exchange, Inc. ("NYSE") and who hold shares in street name for customers have
the authority under the rules of the NYSE to vote those shares with respect to
the election of directors if they do not receive instructions from a beneficial
owner. A failure by brokers to vote those shares will have no effect in the
outcome of the election of directors, as directors are to be elected by a
plurality of the votes cast. If any matters other than those described herein
are properly presented to the meeting for action, which is not currently
anticipated, the proxy holders will vote the proxies (which confer
discretionary authority to vote on such matters) in accordance with their best
judgment. Execution of the accompanying proxy will not affect a stockholder's
right to revoke it by giving notice of revocation to the Secretary of Enterra
at any time before the proxy is voted, by voting in person at the meeting, or
by executing a later-dated proxy that is received by Enterra before the
meeting.
YOUR PROXY VOTE IS IMPORTANT. ACCORDINGLY, YOU ARE ASKED TO COMPLETE,
SIGN AND RETURN THE ACCOMPANYING PROXY REGARDLESS OF WHETHER OR NOT YOU PLAN TO
ATTEND THE MEETING.
<PAGE> 4
ELECTION OF DIRECTORS
The Certificate of Incorporation of Enterra classifies the board of
directors into three classes having staggered terms of three years each. The
board of directors consists of such number of directors as is fixed from time
to time by resolution of the board adopted by a vote of three-quarters of the
entire board of directors. The board of directors is currently set at eleven
members. As more fully described below, however, Mr. Thomas L. Kelly has
advised the board that he will not stand for re-election upon the expiration
of his term at the 1995 Annual Meeting. The board has stated its intention to
set the number of directors at ten members upon the expiration of Mr. Kelly's
term.
On August 12, 1994, Enterra's stockholders approved the merger of Total
Energy Services Company ("Total") and Enterra Corporation. Approximately 99%
of the then outstanding shares of Total common stock were owned by seven
investment funds (the "First Reserve Funds") managed by First Reserve
Corporation ("First Reserve"). In connection with the merger, Enterra, First
Reserve and the First Reserve Funds entered into a Stockholders' Agreement.
The agreement, among other things, permits First Reserve and the First Reserve
Funds (together, the "First Reserve Group") to designate up to four members of
Enterra's board of directors. Consequently, Enterra's board of directors was
expanded to eleven members and the First Reserve Group designated the following
four directors: Mr. Thomas J. Edelman, who was appointed to the class of
directors whose terms expire in 1995; Mr. John A. Hill, who was appointed to
the class of directors whose terms expire in 1996; and Messrs. William A.
Macaulay and Roger M. Widmann, who were appointed to the class of directors
whose terms expire in 1997. For further information regarding the First
Reserve Group's authority to designate members of Enterra's board of directors,
see "CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS", page 14.
Two directors whose terms expire in 1995, Messrs. Thomas J. Edelman and D.
Dale Wood, have each consented to serve another term and will be presented to
the stockholders for election as directors at the annual meeting. Mr. Thomas
L. Kelly II, a director of Enterra since 1988 and a member of the class of
directors whose terms expire in 1995, has advised the board that he will not
stand for re-election upon the expiration of his current term. The Company's
by-laws require that the three classes of the board of directors be as nearly
equal in number as possible. In order to accomplish this, Mr. R. Rudolph
Reinfrank, who belonged to the class of directors whose terms expire in 1996,
has been moved to the class of directors whose terms expire in 1995. Mr.
Reinfrank has consented to serve another term and will be presented to the
stockholders for election as a director at the annual meeting. The remaining
seven directors will continue to serve in accordance with their prior election
or appointment.
At the meeting, proxies in the accompanying form, properly executed, will
be voted for the election of the three nominees, unless authority to do so has
been withheld in the manner specified in the instruction on the proxy or
revoked in the manner previously described. Proxies cannot be voted for a
greater number of persons than the number of nominees named. Discretionary
authority is reserved to cast votes for the election of a substitute
recommended by the board of directors should any nominee be unable or unwilling
to serve as a director. Enterra believes that all of the nominees will be
available to serve.
The three directors are to be elected by a plurality of the votes cast. A
stockholder entitled to vote for the election of directors can withhold
authority to vote for all nominees for directors or can withhold authority to
vote for certain nominees for directors. THE BOARD OF DIRECTORS UNANIMOUSLY
RECOMMENDS A VOTE FOR EACH OF THE NOMINEES.
REQUIREMENTS FOR ADVANCE NOTIFICATION OF NOMINATIONS
Article FIFTH of the Certificate of Incorporation of Enterra prohibits a
nominee from being elected a director unless the name of the nominee, together
with such consents and information concerning present and prior occupations,
transactions with Enterra or its subsidiaries, and other matters as may at the
time be required by or pursuant to the by-laws, is filed with the Secretary of
Enterra no later than a time fixed by, or pursuant to, the by-laws immediately
preceding the annual or special meeting at which such person is to be a
candidate for director.
Section 3.13(b) of Enterra's by-laws provides that any stockholder
entitled to vote for the election of directors at a meeting may nominate a
director for election if written notice of the stockholder's intent to make
such a nomination is received by the Secretary of Enterra not less than 14 days
nor more than 50 days prior to any meeting of the stockholders called for the
election of directors, with certain exceptions. This section does not apply to
nominations for which proxies are solicited under applicable regulations
adopted by the Securities and Exchange Commission (the "SEC") under the
Securities Exchange Act of 1934. The notice must contain or be accompanied by
the following:
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<PAGE> 5
(a) the name and residence of the stockholder who intends to make the
nomination;
(b) a representation that the stockholder is a holder of record of
Enterra's voting stock and intends to appear in person or by proxy at the
meeting to nominate the person or persons specified in the notice;
(c) such information regarding each nominee as would be required in a
proxy statement filed pursuant to the SEC's proxy rules had proxies been
solicited with respect to the nominee by the board of directors of
Enterra;
(d) a description of all arrangements or understandings among the
stockholder and each nominee and any other person or persons (naming such
person or persons) pursuant to which the nomination or nominations are to
be made by the stockholder; and
(e) the consent of each nominee to serve as director of Enterra if
so elected.
Pursuant to the above requirements, appropriate notices in respect of
nominations for directors must be received by the Secretary of Enterra no later
than April 27, 1995.
INFORMATION REGARDING NOMINEES FOR ELECTION AS DIRECTORS AND REGARDING
CONTINUING DIRECTORS
The information provided herein as to personal background has been
provided by each director and nominee as of March 15, 1995. The periods shown
for service as a director of Enterra include service as a director of
Philadelphia Suburban Corporation ("PSC") prior to Enterra's spinoff from PSC
on July 1, 1981.
________________________________________________________________________________
NOMINEES FOR ELECTION AT THE 1995 ANNUAL MEETING
FOR TERMS EXPIRING IN 1998
________________________________________________________________________________
Thomas J. Edelman Mr. Edelman was appointed a director of Enterra in
August 1994. He served as a director of Total from
June 1993 until its acquisition by Enterra. Mr.
Edelman is President and a director of Snyder Oil
Corporation. Prior to joining Snyder Oil Corporation
in 1981, he was a Vice President of The First Boston
Corporation. Mr. Edelman serves as Chairman of the
Board and is a director of Lomak Petroleum, Inc. He
also serves as a director of Petroleum Heat & Power
Co., Inc., Amerac Energy Corporation, Star Gas
Corporation and Command Petroleum Limited. Age: 44.
D. Dale Wood Mr. Wood has served as President and Chief Executive
Officer of Enterra since March 5, 1991. In November
1991, he was elected Chairman of Enterra. He served
as Chairman and Chief Executive Officer of CRC-Evans
Pipeline International, Inc. ("CRC-Evans") and its
predecessor, from February 1985 until March 1991.
Mr. Wood has served as a director of Enterra since
1988. Age: 56.
R. Rudolph Reinfrank Since May 1993, Mr. Reinfrank has been Managing
Director of the Davis Companies and a Managing
General Partner of Davis Reinfrank Company, private
investment firms. From January 1988 through June
1993, Mr. Reinfrank was Executive Vice President of
Shamrock Holdings, Inc. From January 1990 through
December 1992, Mr. Reinfrank also served as Managing
Director of Trefoil Investors, Inc. and Shamrock
Capital Advisors, Inc. Mr. Reinfrank was appointed a
director of Enterra in September 1992. He previously
served as a director of Enterra from 1987 through
1991. Mr. Reinfrank is also a director of Parker
Drilling Company. Age: 39.
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<PAGE> 6
________________________________________________________________________________
DIRECTORS CONTINUING IN OFFICE WITH
TERMS EXPIRING IN 1996
________________________________________________________________________________
James M. Ballengee Mr. Ballengee was Chairman of Enterra from 1969
through June 1986. He is currently counsel to the
law firm of Morgan, Lewis & Bockius, which firm is
counsel to Enterra. Mr. Ballengee is Rector
(Emeritus) of the Board of Trustees of Washington and
Lee University. Age: 72.
Lee Daniel Mr. Daniel was Senior Vice President of Enterra from
September 1982 until his retirement in December 1987.
He served as Chairman of Enterra Oil Field Rental
Company, a subsidiary of Enterra, from September 1982
through March 1987. Mr. Daniel was first elected a
director of Enterra in 1983. Age: 72.
John A. Hill Mr. Hill was appointed to the board in August 1994.
He served as a director of Total from June 1993 until
its acquisition by Enterra. Mr. Hill has been
Chairman of the Board of First Reserve since 1983.
Mr. Hill is a trustee of the Putnam Funds and is a
director of Snyder Oil Corporation, Maverick Tube
Corporation, Consolidated Oil & Gas, Inc., PetroCorp
Incorporated and James River Coal Company, the latter
four being companies in which the First Reserve Funds
have a substantial equity interest. Age: 53.
________________________________________________________________________________
DIRECTORS CONTINUING IN OFFICE WITH
TERMS EXPIRING IN 1997
________________________________________________________________________________
C. Paul Evans From July 1985 until March 1991, Mr. Evans was
President and Chief Operating Officer of CRC-Evans
and its predecessor corporation. In March 1991, he
became Chairman and Chief Executive Officer of
CRC-Evans and in February 1992, he reassumed the
additional responsibilities of President and Chief
Operating Officer of CRC-Evans. He was elected a
director of Enterra in 1991. Age: 64.
William E. Macaulay Mr. Macaulay was appointed a director and Vice
Chairman of Enterra in August 1994. He served as a
director of Total from June 1993 until its
acquisition by Enterra. Mr. Macaulay has been
President and Chief Executive Officer of First
Reserve since 1983. Mr. Macaulay is a director of
Maverick Tube Corporation, Consolidated Oil & Gas,
Inc. and James River Coal Company, each being a
company in which the First Reserve Funds have a
substantial equity interest. Age: 49.
Robert L. Parker, Sr. Mr. Parker has served as Chairman of Parker Drilling
Company, which provides contract drilling services
worldwide to the oil and natural gas industry, since
1977. From 1977 to December 1991, he also served as
Chief Executive Officer of that company. He was
first elected a director of Enterra in 1980. Mr.
Parker is also a director of Bank of Oklahoma Finance
Corporation, Tulsa, N.A., MAPCO, INC. and Clayton
Williams Energy, Inc. Age: 71.
Roger M. Widmann Mr. Widmann was appointed a director in August 1994.
He served as a director of Total from September 1993
until its acquisition by Enterra. Mr. Widmann has
held various positions with Chemical Bank since 1986
and is currently Senior Managing Director of
Corporate Finance for Chemical Securities Inc.
Mr. Widmann is a director of Lydall, Inc. and a
member of the Board of Advisors of various First
Reserve funds. Age: 55.
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<PAGE> 7
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
PRINCIPAL HOLDERS OF ENTERRA COMMON STOCK
The following entities were beneficial owners of more than five percent of
Common Stock as of the dates indicated:
<TABLE>
<CAPTION>
Voting Power Investment Power
------------------- -------------------
Shares Percent
Beneficially of
Name and Address Owned Class(1) Sole Shared Sole Shared
---------------- ------------ -------- ---------- ------ ---------- ------
<S> <C> <C> <C> <C> <C> <C>
First Reserve Corporation(2) 11,212,349 40.40% 11,212,349 -0- 11,212,349 -0-
475 Steamboat Road
Greenwich, CT 06830
FMR Corp. (3) 2,872,300 10.35% 297,900 -0- 2,872,300 -0-
82 Devonshire Street
Boston, MA 02109
</TABLE>
- - -----------
(1) On March 15, 1995, there were 27,748,581 shares of Common Stock
outstanding.
(2) As reflected in Schedule 13D filed with the SEC on August 17, 1994.
Represents shares owned by the following First Reserve Funds: American Gas
& Oil Investors - 1,993,529; AmGO II - 1,233,907; AmGO III - 597,408;
First Reserve Secured Energy Assets Fund, Limited Partnership - 2,323,562;
First Reserve Fund V, Limited Partnership - 3,355,254; First Reserve Fund
V-2, Limited Partnership - 838,427; and First Reserve Fund VI, Limited
Partnership - 870,262. First Reserve is the general partner of each of
such First Reserve Funds. 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. The
principal beneficial owners of the common stock of First Reserve are its
executive officers, including Messrs. Macaulay and Hill. For more
information regarding the voting rights of First Reserve in respect of the
shares owned by the First Reserve Funds, see "CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS", page 14.
(3) As reflected in Schedule 13G filed with the SEC on February 13, 1995.
These shares are beneficially owned as of December 31, 1994 by FMR Corp.,
a parent holding company of various investment adviser companies. Of
these, Fidelity Management and Research Company, a wholly-owned subsidiary
of FMR Corp., is the beneficial owner of 2,572,900 shares or 9.27% of
Enterra's common stock outstanding as a result of acting as investment
adviser to several investment companies registered under Section 8 of the
Investment Company Act of 1940.
OWNERSHIP OF COMMON STOCK BY DIRECTORS AND OFFICERS
The following table sets forth certain information with respect to shares
of Common Stock beneficially owned by each director and nominee for director of
Enterra, by each of the executive officers named in the Summary Compensation
Table and by all current directors and officers of Enterra as a group. This
information has been provided by each of the directors and officers as of March
15, 1995 at the request of Enterra and includes shares held by participants in
the Enterra Corporation 401(k) plan and the Enterra Compression Company and
Affiliated Companies Savings and Retirement Plan as well as shares subject to
stock options exercisable within 60 days of such date granted under the Enterra
Corporation Stock Option Plan (the "Stock Option Plan") and the Enterra
Corporation Stock Option Plan for Non-Employee Directors (the "Non-Employee
Directors Plan").
-5-
<PAGE> 8
<TABLE>
<CAPTION>
Shares Percent
Name of individual beneficially of class
or identity of group owned(1) outstanding(2)
-------------------- ------------ ---------------
<S> <C> <C>
James M. Ballengee(3) ................................ 43,332 *
M. Timothy Carey(4) .................................. 34,889 *
Lee Daniel ........................................... 37,950 *
Thomas J. Edelman .................................... 10,000 *
C. Paul Evans ........................................ 18,632 *
Steven C. Grant ...................................... 17,305 *
John A. Hill ......................................... 11,212,349 (5) 40.4%
Thomas L. Kelly II ................................... 17,500
Steven W. Krablin .................................... 19,362 *
William E. Macaulay .................................. 11,212,349 (5) 40.4%
Robert L. Parker, Sr. ................................ 65,934 *
J. Joseph Percle ..................................... 13,361 *
R. Rudolph Reinfrank ................................. 15,000 *
Michael L. Stansberry ................................ 20,049 *
Roger M. Widmann ..................................... 10,000 *
D. Dale Wood ......................................... 181,365 *
All current directors and officers as a group
(17 persons) ........................................ 11,723,940 (6) 41.7%
</TABLE>
- - ----------
* Denotes ownership of less than one percent of the class outstanding.
(1) This column includes shares subject to options granted pursuant to the
Non-Employee Directors Plan and the Stock Option Plan which are
exercisable by May 14, 1995. Under the Non-Employee Directors Plan,
Messrs. Edelman and Widmann each hold unexercised options to purchase
10,000 of such shares, Messrs. Ballengee, Daniel, Kelly and Parker each
hold unexercised options to purchase 17,500 of such shares, and Mr.
Reinfrank holds unexercised options to purchase 15,000 of such shares.
Under the Stock Option Plan, Mr. Carey holds exercisable options to
purchase 28,925 of such shares, Mr. Evans holds exercisable options to
purchase 18,576 of such shares, Mr. Grant holds exercisable options to
purchase 15,116 of such shares, Mr. Krablin holds exercisable options to
purchase 17,725 of such shares, Mr. Percle holds exercisable options to
purchase 13,334 of such shares, Mr. Stansberry holds exercisable options
to purchase 19,168 of such shares, and Mr. Wood holds exercisable options
to purchase 180,300 of such shares.
(2) At March 15, 1995, there were 27,748,581 shares of Common Stock
outstanding. Shares not outstanding but beneficially owned by a given
person are deemed outstanding for purposes of computing the percentage of
Common Stock owned by such person, but not for purposes of computing the
percentage owned by any other person.
(3) The sale or other disposition of 5,000 of these shares are restricted
under the terms of Mr. Ballengee's early retirement agreement. Under the
agreement, 5,000 shares of the restricted stock become unrestricted on
June 1 of each year and, in the event of a breach of certain
non-competition and other covenants, Mr. Ballengee would be required to
retransfer all or a specified portion of the restricted stock to Enterra
upon payment by Enterra to him of $.457 per share. This figure also
includes 242 shares that are owned of record by Mr. Ballengee's wife, of
which beneficial ownership is disclaimed.
(4) Includes 5 shares that are owned of record by Mr. Carey's son, of which
beneficial ownership is disclaimed.
(5) This figure equals all shares beneficially owned by First Reserve of which
Mr. Hill is Chairman and Mr. Macaulay is President and Chief Executive
Officer. Both Messrs. Hill and Macaulay disclaim beneficial ownership as
to all such shares.
(6) Includes an aggregate of 293,144 shares subject to stock options under
the Stock Option Plan, 14,146 shares held by participants in the 401(k)
Plan and 6,912 shares held by participants in the Enterra Compression
Company and Affiliated Companies Retirement and Savings Plan.
-6-
<PAGE> 9
MEETINGS AND COMMITTEES OF THE BOARD
During 1994, six meetings of the board of directors of Enterra were held.
The by-laws of Enterra provide that the board of directors, by resolution
adopted by a majority of the board, may designate an Executive Committee and
one or more other committees, with each such committee to consist of one or
more directors. The board of directors designates committees for various
purposes and elects from its members the Executive, Audit and Executive
Compensation Committees. The company does not have a standing Nominating
Committee.
Executive Committee. The Executive Committee may exercise with certain
exceptions all of the authority of the board in the management of the business
and affairs of Enterra. The Executive Committee is intended to serve in the
event that action must be taken by the board of directors at a time when
convening a meeting of the entire board is not feasible. The Executive
Committee did not meet during 1994. The current members of the Executive
Committee are D. Dale Wood, committee chairman, William E. Macaulay and Robert
L. Parker, Sr.
Audit Committee. The Audit Committee is composed of directors who are not
officers of Enterra or any of its subsidiaries. The current members of the
Audit Committee are James M. Ballengee, committee chairman, John A. Hill and R.
Rudolph Reinfrank. The Audit Committee meets periodically with Enterra's
financial and accounting officers, management and independent public
accountants to review the scope of auditing procedures, policies relating to
internal auditing and accounting procedures and controls. It also provides
general oversight with respect to the accounting principles employed in
Enterra's financial reporting. The Audit Committee met twice during 1994.
Executive Compensation Committee. The Executive Compensation Committee is
composed of members of the board who are not officers of Enterra or any of its
subsidiaries and who are otherwise ineligible to participate in any of
Enterra's incentive compensation plans for employees. This committee has
general supervisory power over, and the power to grant options under, the Stock
Option Plan. In addition, the Executive Compensation Committee reviews the
recommendations of the Chief Executive Officer as to appropriate compensation
of Enterra's principal executive officers and certain other key personnel and
recommends to the board the compensation of such key personnel and the Chief
Executive Officer. The Executive Compensation Committee met twice during 1994.
Its current members are Thomas L. Kelly II, committee chairman, William E.
Macaulay and Lee Daniel. As previously noted, Mr. Kelly will not continue as a
director upon the expiration of his term at the 1995 Annual Meeting.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The current members of the Executive Compensation Committee are Thomas L.
Kelly, committee chairman, William E. Macaulay and Lee Daniel, each of whom
served on the committee in 1994. James M. Ballengee served on the Executive
Compensation Committee until September 1994. Messrs. Daniel and Ballengee are
retired officers of Enterra. Mr. Ballengee is currently counsel to the law
firm of Morgan, Lewis & Bockius, which firm is counsel to Enterra. Mr.
Macaulay is the President and Chief Executive Officer of, and a principal
stockholder in, First Reserve. Total, which was 99% owned by the First Reserve
Funds, was acquired by Enterra in August 1994.
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<PAGE> 10
EXECUTIVE OFFICERS OF THE COMPANY
Set forth below is certain information regarding each of the current
executive officers of Enterra. Further information about Messrs. Wood and
Evans is presented in "ELECTION OF DIRECTORS -- Information Regarding Nominees
for Election as Directors and Regarding Continuing Directors," page 3.
Executive officers of Enterra are elected annually by the board of directors to
serve in their respective capacities until their successors are duly elected
and qualified or until their earlier resignation or removal. On August 12,
1994, immediately following the merger of Total, the board of directors
resolved that the following persons were executive officers of the Company.
D. Dale Wood Mr. Wood was elected President and Chief Executive
Officer on March 5, 1991 and has served as a
director of Enterra since March 1988. He was elected
Chairman of Enterra on November 13, 1991. From
February 1985 until March 1991, Mr. Wood was Chairman
and Chief Executive Officer of CRC-Evans, a
subsidiary of Enterra, and its predecessor. Age: 56.
Steven C. Grant Mr. Grant joined Enterra as its Senior Vice
President - Finance and Chief Financial Officer
in January 1988 and became Senior Vice President -
Corporate Development in March 1991. Age: 52.
Steven W. Krablin Mr. Krablin has served as Controller and Chief
Accounting Officer of Enterra since November 1986,
Vice President since February 1990, and as Chief
Financial Officer since March 1991. He served as
Treasurer from May 1987 through September 1994. Age:
44.
M. Timothy Carey Mr. Carey has been President of Enterra's oilfield
services and equipment group since February 1992.
From March 1991 to February 1992 he served as
President and Chief Operating Officer of CRC-Evans.
From April 1987 through February 1991, he served as
Executive Vice President of that company and its
predecessor. Age: 51.
Richard A. Clark Mr. Clark has been President of Enterra Compression
Company and its predecessor since since October 1993.
He joined GCI, a subsidiary of Enterra Compression
Company, in 1978 as Vice President of Sales and
Marketing. In 1979 Mr. Clark became President of
Gemini, another subsidiary of Enterra Compression
Company, and in 1986 he also became President of GCI.
Age: 60.
C. Paul Evans Mr. Evans has served as a director of Enterra since
May 1991. From July 1985 until March 1991, he was
President and Chief Operating Officer of CRC-Evans
and its predecessor. He has served as Chairman and
Chief Executive of CRC-Evans since March 1991 and
since February 1992 has also served as President and
Chief Operating Officer of that company. Age: 64.
-8-
<PAGE> 11
REMUNERATION OF DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth for the years ended December 31, 1992, 1993
and 1994 the compensation paid by Enterra to its Chief Executive Officer and
its four most highly compensated executive officers who were serving as
executive officers at December 31, 1994. The table also includes compensation
for Messrs. J. Joseph Percle and Michael L. Stansberry, both of whom continue
in office with the Company but ceased to be deemed "executive officers" of
Enterra, as such term is defined under the Exchange Act, immediately following
the August 1994 merger with Total.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
- - ------------------------------------------------------------------------------------------------------------------
Long-Term
Annual Compensation Compensation
------------
Awards
---------------------------------------------------
(a) (b) (c) (d) (e) (g) (i)
Other Securities
Annual Underlying All Other
Name and Principal Compen- Options Compensation
Position Year Salary($) Bonus($) sation($) (#)(1) ($)(2)
- - -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
D. Dale Wood 1994 375,000 85,300 0 12,674(3)
Chairman, President 1993 375,000 75,000(4) 0 14,252
& CEO 1992 325,000 65,000 40,000 13,243
C. Paul Evans 1994 194,250 0 0 15,000
Chairman & CEO of 1993 194,250 38,850 0 23,584
CRC-Evans 1992 185,000 97,125 25,000 22,886
M. Timothy Carey 1994 204,750 46,400 0 7,965
President of Enterra 1993 204,750 40,850(4) 0 9,501
Oilfield Services & 1992 188,839 99,140 25,000 15,284
Equipment Group
Steven C. Grant 1994 145,000 33,000 0 7,748
Sr. Vice President - 1993 145,000 29,000(4) 0 7,296
Corporate Development 1992 145,000 29,000 20,000 7,069
Steven W. Krablin 1994 120,000 47,300 0 6,302
Vice President - 1993 115,000 23,000(4) 0 6,038
Chief Financial Officer 1992 100,000 20,000 25,000 5,250
J. Joseph Percle 1994 148,333 27,000 127,250(5) 0 4,500
President of Enterra 1993 146,000 78,750(4) 105,513(5) 0 24,333(6)
Oil Field Services, Ltd. 1992 136,833 94,685 36,631(5) 20,000 0
Michael L. Stansberry 1994 146,645 26,900 0 7,875
President of Enterra Oil 1993 145,000 29,000 0 7,613
Field Rental Company 1992 129,808 20,000 20,000 3,894
</TABLE>
(1) Enterra has granted no stock appreciation rights.
(2) These amounts include:
(a) Enterra's cash contributions for 1994 under the Enterra
Corporation 401(k) Plan, a defined contribution plan, on behalf of
Mr. Wood, $4,500; Mr. Carey, $7,965; Mr. Grant, $7,748; Mr. Krablin,
$6,302; Mr. Stansberry, $7,875; and Mr. Percle, $4,500.
(b) CRC-Evans' cash contributions for 1993 under the CRC-Evans Money
Purchase Pension Plan, a defined contribution plan, on behalf of
Mr. Evans of $15,000.
-9-
<PAGE> 12
(3) Includes a company paid premium of $8,174 for a whole life insurance
policy which is not subject to any split-dollar arrangement.
(4) These are maximum bonus amounts payable for 1993 which, to date, have
not been awarded. Bonuses in respect of 1993 for Messrs. Wood, Carey,
Grant and Krablin are discretionary and, along with the bonus earned by Mr.
Percle pursuant to the Management Incentive Bonus Plan, have been deferred
and are contingent upon the satisfactory resolution of disputed accounts
receivable from the Kuwait Oil Company. At that time, the Executive
Compensation Committee will assess the effect of such resolution on the
1993 operating results and determine what bonus amounts, if any, are
warranted.
(5) These amounts relate to Mr. Percle's overseas assignment and include
for 1994 a housing allowance of $67,500 and an overseas cost-of-living
adjustment of $37,500; for 1993 a housing allowance of $50,625 and an
overseas cost-of-living adjustment of $31,163; and for 1992 an overseas
premium of $21,017.
(6) This amount relates to a payment to Mr. Percle to compensate for costs
associated with his relocation from Dubai to London.
GRANTS AND EXERCISES OF OPTIONS/SAR'S IN LAST FISCAL YEAR
As part of Enterra's executive compensation program, the Company generally
awards stock options to its officers and key employees approximately every
third year. In February 1992, the Company awarded options to participating
employees, including the Chief Executive Officer, the four other most highly
compensated executive officers of Enterra and Messrs. Percle and Stansberry.
No additional stock options were granted to these same persons in 1993 or 1994.
The following table sets forth aggregate option exercises in 1994 and
option values for the Chief Executive Officer, the four other most highly
compensated executive officers of Enterra and Messrs. Percle and Stansberry as
of December 31, 1994. Enterra has granted no stock appreciation rights.
AGGREGATED OPTION EXERCISES IN 1994 AND FY-END OPTION VALUES
<TABLE>
<CAPTION>
- - ---------------------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (e)
Shares
Acquired Number of Securities Value of Unexercised
on Value Underlying Unexercised Options In-the-Money Options
Exercise Realized at FY-End(#) at FY-End ($)
Name (#) ($) Exercisable / Unexercisable Exercisable/Unexercisable
- - ---------------------- ---------- -------- ------------------------------- -------------------------
<S> <C> <C> <C> <C>
D. Dale Wood -0- -0- 123,216 / 57,084 41,646 / 38,335
C. Paul Evans -0- -0- 10,242 / 8,334 27,537 / 23,960
M. Timothy Carey 4,925 54,175 20,591 / 8,334 55,274 / 23,960
Steven C. Grant -0- -0- 8,449 / 6,667 22,707 / 19,168
Steven W. Krablin -0- -0- 9,391 / 8,334 25,956 / 23,960
J. Joseph Percle -0- -0- 6,667 / 6,667 19,168 / 19,168
Michael L. Stansberry -0- -0- 12,501 / 6,667 30,106 / 19,168
</TABLE>
CONTRACTS WITH EXECUTIVE OFFICERS
On March 5, 1991, Enterra entered into an employment agreement with Mr.
Wood as President and Chief Executive Officer, and this agreement was amended
in November 1992. The agreement, as amended, is for a five-year period
through November 11, 1997 and provides for a base salary of $375,000 per year
effective January 1, 1993. Mr. Wood is also entitled to participate in
Enterra's Management Incentive Compensation Plan. The employment agreement
provides that Mr. Wood will not compete with Enterra or any of its
subsidiaries for two years after his employment with the Company or until
November 11, 1997, whichever is later.
-10-
<PAGE> 13
Enterra and Mr. Wood also entered into an agreement ("Change of Control
Agreement") on March 5, 1991, which provides for certain benefits in the event
of termination of employment with Enterra and its subsidiaries in certain
circumstances related to the occurrence of a change of control of Enterra.
Additionally, Enterra entered into Change of Control Agreements with Messrs.
Grant and Krablin in February 1990, with Messrs. Percle and Stansberry in
February 1991 and with Messrs. Evans and Carey in February 1992. For purposes
of these agreements, a change of control is defined to mean the acquisition or
holding by any person or group of beneficial ownership of 30% or more of
Enterra's outstanding Common Stock in a transaction not approved by the
Company's board of directors. Upon such a termination, the Change of Control
Agreements entitle each of Messrs. Wood, Grant, Krablin, Percle, Stansberry,
Evans and Carey to receive (i) a lump sum payment in an amount equal to two
times the sum of (a) base salary in effect prior to the termination or
immediately prior to the change of control, whichever is higher, plus (b) the
average of the two most recent annual bonuses; (ii) an amount equal to the
spread (market value less exercise price) of all stock options held as of the
date of termination (unless such options are exercised) and (iii) substantially
comparable fringe benefits for two years following termination of employment.
In connection with the 1988 acquisition of CRC-Evans Pipeline
International, Inc., Enterra entered into employment agreements with Messrs.
Evans and Carey, and these agreements were amended in February 1992. Mr.
Evans' agreement calls for him to serve as President of Enterra's pipeline
services and equipment group and as Chairman, President and Chief Executive
Officer of CRC-Evans for a term through February 20, 1997. Mr. Carey's
agreement calls for him to serve as President of Enterra's oilfield services
and equipment group for a term through February 20, 1997. Each agreement
provides for the payment of a minimum annual base salary and participation in
Enterra's Management Incentive Bonus Plan. The current annual base salary for
each of Messrs. Evans and Carey is $194,250 and $204,750, respectively. Each
agreement also contains a provision not to compete for two years after
employment or until February 20, 1997, whichever is later.
In August 1992, a subsidiary of Enterra, Enterra Oil Field Services, Ltd.,
entered into an employment agreement with Mr. Percle as President of that
company, and that agreement was amended in April 1993 in connection with Mr.
Percle's relocation to London. The agreement is for a term through July 31,
1997 and provides for the payment of a minimum annual base salary,
participation in Enterra's Management Incentive Bonus Plan and allowances for
housing and other expenses relating to his overseas assignment. The current
annual base salary for Mr. Percle is $153,000. Upon any termination of Mr.
Percle's employment, the employment agreement provides that Mr. Percle will not
compete with Enterra or any affiliate of Enterra for the two-year period
following such termination, or until July 31, 1997, whichever is later. During
the course of the non-compete agreement, Mr. Percle will receive monthly
payments totaling $12,500.
Mr. Clark, president of Enterra Compression Company, is party to an
employment and non-competition agreement with Enterra Compression Company
extending through December 13, 1995. The agreement provides for a base annual
salary of $158,000 per year and participation in any incentive compensation
plans adopted by Enterra Compression Company. Upon termination of Mr. Clark's
employment other than for cause, he is entitled to receive his accrued salary,
bonus and other employment benefits as of the time of such termination plus his
monthly base salary through the expiration of the term. The agreement also
places certain non-competition restrictions on Mr. Clark until the later of six
months following termination of employment or December 13, 1995, provided that
Mr. Clark continues to be compensated pursuant to the agreement.
REMUNERATION OF DIRECTORS
Directors who are full-time employees of Enterra do not receive a retainer
or fees for service on the board of directors or on committees of the board.
Members of the board of directors who are not full-time employees of Enterra
("Eligible Directors") receive an annual fee of $15,000, a fee of $1,000 for
attendance at each meeting of the board of directors and at each meeting of its
committees or any special committee established by the board, and a fee of
$1,000 per day for any special assignments. The chairmen of the audit and
executive compensation committees receive a fee of $1,250 for attendance at
each meeting of the committee they chair.
On October 8, 1986, the board of directors adopted the Non-Employee
Directors Plan, which provides for the grant to each Eligible Director of
immediately exercisable options to purchase shares of Common Stock. An
aggregate of 300,000 shares may be issued under the plan. Each Eligible
Director initially receives a grant of options to purchase 5,000 shares and
thereafter receives an annual grant of options to purchase 5,000 additional
shares. The option exercise price per share is equal to the fair market value
of a share of Common Stock as of the date of grant and the options have a term
of five years from the date of grant. Messrs. Hill and Macaulay have each
declined to participate in the Non-Employee Directors Plan.
-11-
<PAGE> 14
Upon Mr. Ballengee's early retirement from Enterra in June 1986, he
entered into a consulting agreement with Enterra pursuant to which he provided
consulting services to Enterra at the request of the chief executive officer or
board of directors of Enterra until December 31, 1987. The agreement provides
for compensation for the life of Mr. Ballengee and his surviving spouse equal
to the difference (reduced for social security benefit payments received)
between the amount Mr. Ballengee is entitled to receive under the
now-terminated Retirement Plan for Employees of Enterra Corporation based upon
his retirement on June 1, 1986 and the amount he would have been entitled to
receive if he had retired at age 65. Such amount is equal to approximately
$28,000 per year (prior to reduction for social security benefit payments).
EXECUTIVE COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Enterra's executive compensation program is administered by the Executive
Compensation Committee of the Board of Directors of which each member is a
non-employee director. The committee establishes specific compensation levels
for executive officers and other key personnel and administers the Management
Incentive Bonus Plan and Stock Option Plan.
Enterra's executive compensation program is designed to attract and retain
key executives focused on the company's annual growth and long-term strategy.
The three elements of the program are as follows:
o Salary. Base salaries for executive officers, as well as other
senior executives, are reviewed annually and revised, if appropriate,
by the committee. Salary levels are based on factors including
individual performance, level and scope of responsibility and the
performance of the pertinent business unit in relation to the
Company's plan for that unit and progress that has occurred toward
the unit's strategic objectives. In reviewing the individual
performance of the Company's named executive officers (other than Mr.
Wood), the Committee considers the recommendations of Mr. Wood, to
whom these officers report. The Committee targets the high end of
the competitive salary range, which is determined by considering
compensation survey reports and salary levels paid by similar
companies in the oilfield service industry which have a comparable
market capitalization. The companies used for comparison purposes
include, but are not limited to, those companies included in the
Company's peer group index.
The Committee believes that employment agreements serve to both retain
quality executives and focus attention on the company's long-term
growth strategy, especially with regard to the company's senior
executives and to those executives on extended overseas assignments.
To this end, each of Messrs. Wood, Evans, Carey, Clark and Percle has
an employment agreement with Enterra or one of its subsidiaries.
o Annual Incentive Bonus. To provide annual financial incentive for
management to maximize the performance of their operating units,
officers and key employees of Enterra and its subsidiaries
participate in the company's Management Incentive Bonus Plan. The
amount an individual may earn under the plan is directly dependent
upon the individual's position, responsibility and impact upon
Enterra's financial success. Each managerial position is assigned a
"responsibility factor," ranging from 1 to 4, which relates to that
position's overall responsibility within each operating unit. The
maximum bonus achievable can range from 15% of base salary for
persons holding positions with responsibility factors of 1, to 60% of
base salary for the CEO, which is the only position with a
responsibility factor of 4. Awards under the plan are based
primarily on exceeding a minimum rate of return, or "hurdle rate," on
assets employed by the applicable subsidiary or by the corporation as
a whole for corporate employees. Hurdle rates are based on the "risk
free rate of return" obtainable from investing in long-term
Government bonds plus an entrepreneurial risk premium deemed
appropriate by the committee and are established at the beginning of
each year. Additionally, the plan allows for the granting of
discretionary bonuses by the committee. These bonuses can be granted
under circumstances where the plan would not have provided for a
bonus but where Enterra has attained results that benefit
stockholders. In awarding discretionary bonuses, the corporate and
business unit performance measures considered include the
accomplishment of strategic objectives, market and product
development and cost containment. A significant consideration in
granting a discretionary bonus is to reward individual performance
for accomplishments other than corporate or business unit
performance.
o Stock Option Plan. To closely align the interests of management and
stockholders, Enterra awards stock options to its officers and key
employees. The committee believes that the grant of stock options
approximately every third year focuses management attention on
long-term growth in stockholder value
-12-
<PAGE> 15
and stock price appreciation. In February 1992, officers and key
employees of Enterra and its subsidiaries were awarded stock options
based on the individual's responsibilities and position in the
company. The committee did not award additional stock options to
these same persons in 1993 or 1994.
For 1994, certain executive officers and other employees of Enterra and
its subsidiaries were awarded discretionary bonuses. These bonuses were
awarded based on the Committee's positive assessment of (i) the individual's
performance and (ii) corporate and business unit performance measures such as
significantly improved results in certain geographic areas, the completion and
integration of strategic acquisitions, improvement in core business revenues
and improved market share.
As committed at the time of the Total acquisition, Total and its
subsidiaries were allowed to retain their existing bonus plans for the full
year of 1994, then convert to Enterra's plan as of January 1, 1995. Key
executives of the subsidiaries making up the Company's compression segment,
including Richard A. Clark, participated in a plan which calculates a net
income plus interest expense return on net assets employed. This percent was
compared to a capital charge and bonuses were paid to Mr. Clark and the other
participating employees based on the percentage point excess.
D. Dale Wood has served as Chief Executive Officer of Enterra since March
1991. Like Enterra's other executives, a significant portion of Mr. Wood's
compensation is at risk with annual incentive bonuses and long-term stock
options. Mr. Wood's base salary for 1994 was based principally on his rights
under his employment agreement with Enterra, as amended in November 1992, which
provides for a base annual salary of $375,000. Mr. Wood's employment agreement
was reviewed in 1992 by two of the Company's independent directors with no
interlocking relationships. His salary pursuant to the amended employment
agreement was based in part upon a review of salaries of CEO's for other
companies of a comparable size in the oilfield service industry. Mr. Wood's
salary at that time was targeted at the high end of the competitive salary
range. Under the Management Incentive Bonus Plan, Mr. Wood is entitled to
receive a maximum bonus equal to 60% of his base salary if the Company achieves
its consolidated hurdle rate. Although the target hurdle rate was not achieved
for 1994, the Committee believes that the Company accomplished many of its
strategic objectives and awarded Mr. Wood a discretionary bonus. Specifically,
the Committee considered the completion and integration of the acquisition of
Total, an acquisition which effectively doubled the size of the Company, a
significant improvement in the Company's U.S. oilfield business in a year which
saw a decline in drilling and workover activity, and the realization of the
Company's goal of replacing certain short-term business with a base that offers
long-term growth opportunities.
Section 162(m) of the Internal Revenue Code enacted in 1993 generally
limits the deductibility of excess compensation over $1,000,000 paid to the
Chief Executive Officer or to any of the four other most highly compensated
executive officers. An exception exists, however, for "performance-based
compensation", including amounts received upon the exercise of stock options
pursuant to a plan approved by stockholders that meets certain requirements.
In May 1994, the Company's shareholders approved amendments to the Enterra
Corporation Stock Option Plan to bring the plan into compliance with Section
162(m). The Committee believes that it is unlikely that the Company will have
non-deductible compensation expense, as defined by Section 162(m), in the near
future. The Committee will periodically review this matter and, when
appropriate, consider actions that may be necessary to preserve the
deductibility of compensation payments to the extent reasonably practical and
consistent with the Company's compensation objectives.
EXECUTIVE COMPENSATION COMMITTEE
Thomas L. Kelly II, Chairman
Lee Daniel
William E. Macaulay
-13-
<PAGE> 16
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On August 12, 1994, Enterra acquired Total Energy Services Company through
a merger approved by the Company's stockholders. The consideration paid by
Enterra for the capital stock of Total was $38 million cash, the assumption of
$75 million of debt and 11.3 million shares of newly issued Enterra Common
Stock.
In connection with the merger, Enterra and the First Reserve Group entered
into a Stockholder's Agreement which, among other things, restricts the voting
and transfer of Enterra securities beneficially owned by the First Reserve
Group. The agreement has a term of ten years, which commenced on August 12,
1994, the date of the merger. During the term, the First Reserve Group will be
permitted to designate four members of Enterra's board of directors, provided,
however, that (i) at any time the First Reserve Group ceases to beneficially
own at least 30%, but continues to own at least 22.5% of the then outstanding
Enterra Common Stock, the First Reserve Group will only be permitted to
designate three members of Enterra's board of directors, (ii) at any time the
First Reserve Group ceases to beneficially own at least 22.5% but continues to
own at least 15% of the then outstanding Enterra Common Stock, the First
Reserve Group will only be permitted to designate two members of Enterra's
board of directors, (iii) at any time the First Reserve Group ceases to
beneficially own at least 15% but continues to own at least 10% of the then
outstanding Enterra Common Stock, the First Reserve Group will only be
permitted to designate one member of Enterra's board of directors, and (iv) at
any time that the First Reserve Group ceases to beneficially own at least 10%
of the then outstanding Enterra Common Stock, the First Reserve Group will not
be permitted to designate any members of Enterra's board of directors.
During the term, the First Reserve Group has agreed to vote all its shares
for all management nominees for director and in respect of any matter on which
holders of the Company's stock are entitled to vote, either in accordance with
the recommendations of a majority of the Company's board of directors or in the
same proportion as voted by all other Enterra stockholders. The First Reserve
Group may not acquire beneficial ownership of more than 43% of the outstanding
Enterra Common Stock. The First Reserve Group may not participate in any proxy
solicitation not recommended by the Enterra directors not designated by the
First Reserve Group and may not initiate or give assistance to any transaction
which could reasonably be expected to result in a change of control of Enterra.
During the term, the First Reserve Group has registration rights that they
can exercise under certain circumstances. The First Reserve Group can only
dispose of its beneficially owned Enterra securities in certain specified ways
and, in general, may not sell over 5% of the then outstanding Enterra Common
Stock to any one person or group or sell shares to any one person or group who
upon consummation of such sale would have direct or indirect beneficial
ownership of, or the right to acquire beneficial ownership of, 10% or more of
the then outstanding Enterra Common Stock.
Prior to the merger, Thomas J. Edelman and Roger M. Widmann, both of whom
were appointed to Enterra's board of directors in conjunction with the Total
acquisition, each held outstanding options to purchase Total Common Shares. In
exchange for those options, Messrs. Edelman and Widmann each received
approximately $88,000. Prior to the merger, Richard A. Clark, an executive
officer of Enterra, held stock options and common stock of a subsidiary of
Total. In exchange for such options and stock, Mr. Clark received
approximately $4.2 million.
Enterra Compression Company, through its subsidiary GCI, is the exclusive
leasing agent for compressor systems owned by two limited partnerships and two
Subchapter S corporations in which Mr. Clark has an interest. These entities
were formed by officers and employees of Enterra Compression Company between
1978 and 1989 and purchased compressor systems from GCI. The compressor
systems are leased to third parties through exclusive agency agreements with
GCI, which provides field maintenance and other services and earns a leasing
commission on the adjusted rental revenue. Distributions to the limited
partners are subject to the discretion of Enterra Compression Company, the
general partner. Distributions and dividends to shareholders of the Subchapter
S corporations are subject to the discretion of their board of directors. The
entities in which Mr. Clark has an interest own approximately 9.2% of the
rental fleet of GCI. In 1994, Mr. Clark received distributions of $20,551 from
his interest in such entities and Enterra Compression Company received leasing
commissions of $901,788.
Mr. Widmann, a director of Enterra, is Senior Managing Director of
Chemical Securities Inc., a wholly-owned subsidiary of Chemical Banking
Corporation ("Chemical"). Texas Commerce Bank National Association ("TCB"), a
wholly-owned subsidiary of Chemical, is committed to 20% of the Company's $140
million credit facility. As of December 31, 1994, $118 million of principal
was outstanding under the credit facility, of which TCB's interest totaled
approximately $23 million.
-14-
<PAGE> 17
PERFORMANCE GRAPH
The following performance graph compares the annual performance of
Enterra's Common Stock to the S&P 500 Index and to a self-constructed peer
group of similar companies in the oilfield service industry (which includes BJ
Services Co., Baker Hughes, Inc., Energy Ventures, Inc., Halliburton Company,
Oceaneering International, Inc., Production Operators Corp., Smith
International, Inc., Tuboscope Vetco International Corp. and Weatherford
International, Inc.) for Enterra's last five fiscal years. The graph assumes
that the value of the investment in Enterra's Common Stock and each index was
$100 at December 31, 1989, and that all dividends were reinvested. Peer group
returns are weighted based on the market capitalization of each individual
company within the peer group at the beginning of the comparison period.
COMPARISON OF FIVE-YEAR CUMULATIVE RETURN
<TABLE>
<CAPTION>
Measurement Period
(Fiscal Year Covered) Enterra Corporation S&P 500 Index Peer Group
<S> <C> <C> <C>
1989 100 100 100
1990 127 97 108
1991 118 126 76
1992 125 136 79
1993 143 150 88
1994 132 152 89
</TABLE>
-15-
<PAGE> 18
SELECTION OF INDEPENDENT AUDITORS
The board of directors has selected KPMG Peat Marwick LLP, Enterra's
independent public accountants, to continue in such capacity for the current
year. Representatives of that firm are expected to be present at the annual
meeting with the opportunity to make a statement if they desire to do so and
available to respond to appropriate questions.
PROXY SOLICITATION
The cost of soliciting proxies will be paid by Enterra. Beacon Hill
Partners, Inc., 90 Broad Street, New York, New York has been employed to
solicit proxies by mail, telephone or personal solicitation for a fee of
approximately $2,500 plus expenses. Enterra has also arranged for
reimbursement, at the rates suggested by the New York Stock Exchange, of
brokerage houses, nominees, custodians and fiduciaries for the forwarding of
proxy materials to the beneficial owners of shares held of record. Proxies may
also be solicited by directors, officers and employees of Enterra, but such
persons will not be specially compensated for such services.
STOCKHOLDER SUGGESTIONS AND PROPOSALS
FOR THE 1996 ANNUAL MEETING
Consideration of certain matters is required at the annual meeting of
stockholders, such as the election of directors. In addition, pursuant to
applicable regulations of the SEC, stockholders may present resolutions that
are proper subjects for inclusion in the proxy statement and for consideration
at the annual meeting by submitting their proposals to Enterra on a timely
basis. In order to be included for the 1996 annual meeting, resolutions should
be addressed to Ms. M. Gay Mather, Secretary, Enterra Corporation, 13100
Northwest Freeway, Sixth Floor, Houston, TX 77040 and must be received by
December 31, 1995.
OTHER MATTERS
The board of directors is not aware of any other matters that may come
before the meeting. However, if any further business should properly come
before the meeting, the persons named in the enclosed proxy will vote upon such
business in accordance with their best judgment.
A copy of Enterra's 1994 Annual Report to Stockholders is being
transmitted herewith, but does not constitute part of the proxy solicitation
materials.
By order of the board of directors,
M. Gay Mather
Secretary
Houston, Texas
March 31, 1995
-16-
<PAGE> 19
[ENTERRA LOGO]
ENTERRA CORPORATION
PROXY SOLICITED ON BEHALF OF BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS
MAY 11, 1995
The undersigned hereby appoints Steven W. Krablin and Steven C. Grant
or either of them with full power of substitution, the proxy or proxies of the
undersigned to attend the annual meeting of stockholders of Enterra Corporation
to be held on Thursday, May 11, 1995, and any adjournments thereof, and to vote
as indicated on the reverse side the shares of stock that the signer would be
entitled to vote if personally present and to vote in their discretion on any
other matters brought before the meeting, all as set forth in the March 31,
1995 proxy statement (the "Proxy Statement").
PLEASE COMPLETE, DATE, SIGN AND RETURN PROMPTLY.
<PAGE> 20
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR ALL NOMINEES.
Item 1. The election of Directors: Thomas J. Edelman, R. Rudolph Reinfrank and
D. Dale Wood
[ ] FOR all nominees listed above [ ] WITHHOLD AUTHORITY to vote for all
nominees listed above.
INSTRUCTION: To withhold authority to vote for any individual nominee, write
the nominee's name in the space provided below:
_____________________________________________________________________________
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF ENTERRA
CORPORATION. THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED BY
THE STOCKHOLDER. IF NO DIRECTION IS GIVEN WHEN THE DULY EXECUTED PROXY IS
RETURNED, SUCH SHARES WILL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATIONS OF
THE BOARD OF DIRECTORS FOR ALL NOMINEES.
The undersigned acknowledges receipt of the March 31, 1995 Notice of Annual
Meeting and the Proxy Statement, which more particularly describes the matters
referred to herein.
Dated: ___________________________, 1995
________________________________________
Signature
________________________________________
Signature
(Signature should be exactly as name or names
appear on this proxy. If stock is held
jointly, each holder should sign. If signing
is by attorney, executor, administrator,
trustee or guardian, please give full title.)
