<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(FINAL AMENDMENT)*
ENTERRA CORPORATION
-------------------------------------------------
(NAME OF ISSUER)
COMMON STOCK, PAR VALUE $.01 PER SHARE
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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)
OCTOBER 5, 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 schedule 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 1 of 6 PAGES
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SCHEDULE 13D
<TABLE>
<S> <C>
- ---------------------------------------- ----------------------------------------
CUSIP NO. 293805107 PAGE 2 OF 6 PAGES
- ---------------------------------------- ----------------------------------------
- ----------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FIRST RESERVE CORPORATION
- ----------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
- ----------------------------------------------------------------------------------------------
3 SEC USE ONLY
- ----------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO (see item 3)
- ----------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
- ----------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ----------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF ----------------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY ----------------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON ----------------------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
- ----------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
- ----------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
- ----------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
No shares of common stock, par value $1.00 per share, of
Enterra Corporation remain outstanding.
- ----------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- ----------------------------------------------------------------------------------------------
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
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Amendment No. 2 to the Statement on Schedule 13D filed on July 3, 1995
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")
is hereby amended and supplemented as follows:
ITEM 2. IDENTITY AND BACKGROUND.
The merger of the Company with and into Weatherford International
Incorporated ("Weatherford") was approved by (i) the stockholders of Weatherford
at a special meeting of such stockholders held on October 5, 1995, and (ii) the
stockholders of the Company at a special meeting of stockholders held on October
5, 1995. The certificate of merger was filed with the Secretary of State of the
State of Delaware on October 5, 1995, and the merger became effective upon such
filing (the "Weatherford Merger").
PAGE 3 of 6 PAGES
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
As a result of the Weatherford Merger, no shares of common stock, par value
$1.00 per share ("Company Common Stock"), of the Company remain outstanding.
Each issued and outstanding share of Company Common Stock was converted into the
right to receive 1.69 shares of Common Stock of Weatherford ("Weatherford Common
Stock"), before giving effect to the Reverse Stock Split (as defined in the
Agreement and Plan of Merger, dated as of June 23, 1995, as amended as of August
28, 1995) (0.845 of a share of Weatherford Common Stock after giving effect to
the Reverse Stock Split).
PAGE 4 of 6 PAGES
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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/ 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
PAGE 5 of 6 PAGES
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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
------------------------------------
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: October 5, 1995
PAGE 6 of 6 PAGES
