SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): JUNE 23, 1995
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ENTERRA CORPORATION
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 1-8153 23-2154837
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(STATE OR OTHER (COMMISSION FILE (I.R.S. EMPLOYER
JURISDICTION OF NUMBER) IDENTIFICATION NO.)
INCORPORATION)
13100 NORTHWEST FREEWAY, SIXTH FLOOR
HOUSTON, TEXAS 77040-6310
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (713)462-7300
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(NOT APPLICABLE)
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
5. OTHER EVENTS.
On June 23, 1995, Enterra Corporation, a Delaware corporation (the
"Company"), and Weatherford International Incorporated, a Delaware corporation
("Weatherford"), entered into a definitive agreement providing for the business
combination of the Company and Weatherford. The combination will be effected
pursuant to an Agreement and Plan of Merger, dated as of June 23, 1995 (the
"Merger Agreement"), providing for the merger (the "Merger") of the Company with
and into Weatherford. A copy of the Merger Agreement is attached hereto as
Exhibit 2.1 and is incorporated herein by reference.
Pursuant to the Merger Agreement, each outstanding share of the
Company's common stock, par value $1.00 per share, will be converted into the
right to receive 0.845 of a share (which number reflects a 1 for 2 reverse stock
split to be effected by Weatherford at the closing of the Merger) of Weatherford
common stock, par value $.10 per share. The consummation of the Merger is
subject to a number of conditions, including, among other things, (a) the
approval and adoption of the Merger Agreement and the Merger by the stockholders
of the Company and the stockholders of Weatherford and (b) the expiration or
early termination of the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976. It is currently anticipated that the Merger will be
treated as a "pooling of interests" for accounting purposes under Accounting
Principles Board Opinion No. 16.
Simultaneously with the execution and delivery of the Merger
Agreement, the Company and 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 (collectively, the "First Reserve Funds") and First
Reserve Corporation entered into a Letter Agreement dated June 23, 1995 (the
"Company Letter Agreement"). The Company Letter Agreement provides for the
consent of the Company to the Letter Agreement dated June 23, 1995 among
Weatherford, the First Reserve Funds and First Reserve Corporation (the
"Weatherford Letter Agreement"). The Weatherford Letter Agreement provides for,
among other things, the covenant and agreement of the First Reserve Funds and
First Reserve Corporation to vote any voting securities of the Company over
which the they have voting authority in favor of adoption of the Merger
Agreement at any meeting of the stockholders of the Company at which the
adoption of the Merger Agreement is to be voted upon, unless the Board of
Directors of the Company is recommending, at the time of such meeting, that the
stockholders of the Company vote against such adoption in view of the pendency
of an Enterra Superior Proposal (as defined in the Merger Agreement). In
addition, in the Company Letter Agreement the First Reserve Funds and First
Reserve Corporation agreed to vote any securities of the Company over which they
have voting authority against the adoption of the Merger Agreement at any
meeting of the stockholders of the Company at which the adoption of the Merger
Agreement is to be voted upon, if the Board of Directors of the Company is
recommending, at the time of such meeting, the stockholders of the Company vote
against such
adoption. A copy of the Company Letter Agreement, which includes the
Weatherford Letter Agreement, is attached hereto as Exhibit 10.1 and is
incorporated herein by reference.
Simmons & Company International, Inc. is acting as the Company's
financial advisor in connection with the Merger and has delivered its opinion
(the "Fairness Opinion") that the consideration to be received by the
stockholders of the Company in the Merger is fair from a financial point of view
to such stockholders. A copy of the Fairness Opinion is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.
A joint press release of the Company and Weatherford relating to the
Merger, dated June 23, 1995, is attached hereto as Exhibit 99.2 and is
incorporated herein by reference.
On June 28, 1995, a class action complaint was filed against the
Company and its Board of Directors in the Delaware Court of Chancery in New
Castle County. The complaint alleges breach of fiduciary duty and other matters
and seeks damages and injunctive relief to prevent the consummation of the
Merger.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
(1) Agreement and Plan of Merger dated as of June 23, 1995
between Weatherford and the Company.
(2) Letter Agreement among the Company, the First Reserve Funds
and First Reserve Corporation dated June 23, 1995, including
the Letter Agreement among Weatherford, the First Reserve
Funds and First Reserve Corporation dated June 23, 1995.
(3) Opinion of Simmons & Company International, Inc. dated June
23, 1995.
(4) Joint Press Release, dated June 23, 1995, of the Company and
Weatherford.
The exhibits and disclosure letters to the Merger Agreement are
omitted. Pursuant to Item 601(b)(2) of Regulation S-K, the Company agrees to
furnish copies of the exhibits and disclosure letters to the Securities and
Exchange Commission upon request.
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SIGNATURE
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Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ENTERRA CORPORATION
By: /s/ Steven W. Krablin
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Steven W. Krablin
Vice President and
Chief Financial Officer
Dated: July 6, 1995
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EXHIBIT INDEX
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Exhibit
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2.1 Agreement and Plan of Merger, dated as of June 23, 1995,
between Weatherford International Incorporated and Enterra
Corporation (exhibits and disclosure letters omitted).
10.1 Letter Agreement among Enterra Corporation and 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 and First Reserve Corporation,
dated June 23, 1995.
99.1 Opinion Letter, dated June 23, 1995, from Simmons & Company
International, Inc. to Enterra Corporation.
99.2 Joint Press Release, dated June 23, 1995, of Enterra Corporation
and Weatherford International Incorporated.