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): September 20, 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)
ITEM 5. OTHER EVENTS.
On September 20, 1995, Enterra Corporation, a Delaware corporation
(the "Company"), and Enterra Compression Company, a Delaware corporation
("Enterra Sub"), entered into an agreement (the "Agreement") with Zapata
Corporation, a Delaware corporation ("Zapata"), Energy Industries, Inc., a
Delaware corporation ("Zapata Sub"), and Zapata Energy Industries, L.P., a
Delaware limited partnership ("Zapata Partnership"), pursuant to which
Zapata, Zapata Sub and Zapata Partnership agreed to sell to Enterra and
Enterra Sub substantially all of the assets of the natural gas compression
businesses of Zapata Sub and Zapata Partnership for $130 million and the
assumption of certain current liabilities. The Agreement is conditioned
upon, among other things, the approval of the Agreement by the stockholders
of Zapata and the receipt of certain regulatory approvals and the expiration
of any applicable waiting period with respect thereto. The Agreement is
attached as Exhibit 2 hereto and its terms are incorporated herein by
reference.
Simultaneously with the execution and delivery of the Agreement,
the Malcolm I. Glazer Trust (the "Trust"), the principal stockholder of
Zapata, delivered a letter, dated September 20, 1995 (the "Letter
Agreement"), to the Company pursuant to which the Trust agreed to vote the
shares of common stock of Zapata owned or controlled by it in accordance with
the recommendation of the board of directors of Zapata with respect to the
approval by the stockholders of Zapata of resolutions submitted to such
stockholders relating to the Agreement. The Letter Agreement is attached as
Exhibit 10 hereto and its terms are incorporated herein by reference.
A copy of the Press Release, dated September 21, 1995, issued by
the Company and Zapata relating to the Agreement, is attached as Exhibit 99
hereto and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) The following exhibits are filed with this report:
2 Agreement, dated as of September 20, 1995, among Zapata
Corporation, Energy Industries, Inc., Zapata Energy
Industries, L.P., Enterra Corporation and Enterra
Compression Company (exhibits 2-4 and schedules omitted).
10 Letter, dated September 20, 1995, from Malcolm I. Glazer
Trust to Enterra Corporation.
99 Press Release, dated September 21, 1995, issued by Enterra
Corporation and Zapata Corporation.
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SIGNATURE
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: October 2, 1995
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EXHIBIT INDEX
Exhibit Description
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2 Agreement, dated as of September 20, 1995, among Zapata Corporation,
Energy Industries, Inc., Zapata Energy Industries, L.P., Enterra
Corporation and Enterra Compression Company (exhibits 2-4 and
schedules omitted).
10 Letter, dated September 20, 1995, from Malcolm I. Glazer Trust to
Enterra Corporation.
99 Press Release, dated September 21, 1995, issued by Enterra
Corporation and Zapata Corporation.