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UNITED STATES
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): OCTOBER 23, 2000
WEATHERFORD INTERNATIONAL, INC.
(Exact name of registrant as specified in charter)
DELAWARE 1-13086 04-2515019
(State of (Commission (I.R.S. Employer
Incorporation) File No.) Identification No.)
515 POST OAK BLVD., SUITE 600
HOUSTON, TEXAS 77027
(Address of Principal Executive Offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (713) 693-4000
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EXHIBIT INDEX APPEARS ON PAGE 5
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ITEM 5. OTHER EVENTS
WEATHERFORD GLOBAL COMPRESSION MERGER
On October 23, 2000, we entered into an agreement to merge essentially
all of our Weatherford Global Compression Services division with and into a
subsidiary of Universal Compression Holdings, Inc. in exchange for 13.75 million
shares of Universal common stock, representing 48 percent of Universal's total
outstanding shares. We will retain approximately $40 million of the assets of
the Weatherford Global Compression Service division, including Singapore-based
Gas Services International. The value of the transaction will be based on the
stock price of Universal as of the closing date of the transaction. A floor
price of $25 per share of Universal common stock has been established as a
condition to closing.
In connection with the merger, we have also entered into an agreement
with General Electric Capital Corporation to purchase their 36% interest in the
Weatherford Global Compression Services division for $206.5 million.
The closing of the merger and the purchase of GE Capital's minority
interest are contingent upon each other. The merger and the purchase from GE
Capital also are subject to various conditions, including the approval of the
stockholders of Universal, refinancing of indebtedness of Universal and
Weatherford Global Compression Services, the receipt of all required regulatory
approvals and the expiration or termination of all waiting periods under the
Hart-Scott-Rodino Act and appropriate foreign regulations. Although there can be
no assurance that the merger and the purchase will close, we currently
anticipate that the merger and the purchase will be consummated during the first
quarter of 2001.
A copy of the Universal merger agreement is filed as Exhibit 10.1 and
incorporated by reference herein. A copy of the press release announcing the
merger and the purchase is filed as Exhibit 99.1 and is hereby incorporated by
reference herein.
EARNINGS RELEASE
On October 24, 2000, we announced our earnings for the quarter ended
September 30, 2000. A copy of the press release announcing our earnings for the
quarter ended September 30, 2000, is filed as Exhibit 99.2 and is hereby
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
10.1 Agreement and Plan of Merger dated October 23, 2000 by and
among Weatherford International, Inc., WEUS Holding, Inc.,
Enterra Compression Company, Universal Compression Holdings,
Inc. and Universal Compression, Inc. (incorporated by
reference to Exhibit 10.1 to the Current Report on Form 8-K
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of Universal Compression Holdings, Inc. (File No. 001-15843)
and Universal Compression, Inc. (File No. 333-48279) filed on
October 26, 2000).
99.1 Press release dated October 24, 2000, announcing the
Weatherford Global Compression merger.
99.2 Press release dated October 24, 2000, announcing Weatherford's
earnings for the quarter ended September 30, 2000.
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SIGNATURES
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.
WEATHERFORD INTERNATIONAL, INC.
Dated: October 30, 2000 /s/ Curtis W. Huff
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Curtis W. Huff
Executive Vice President
and Chief Financial Officer
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INDEX TO EXHIBITS
NUMBER EXHIBIT
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10.1 Agreement and Plan of Merger dated October 23, 2000 by and
among Weatherford International, Inc., WEUS Holding, Inc.,
Enterra Compression Company, Universal Compression Holdings,
Inc. and Universal Compression, Inc. (incorporated by
reference to Exhibit 10.1 to the Current Report on Form 8-K of
Universal Compression Holdings, Inc. (File No. 001-15843) and
Universal Compression, Inc. (File No. 333-48279) filed on
October 26, 2000).
99.1 Press release dated October 24, 2000, announcing the
Weatherford Global Compression merger.
99.2 Press release dated October 24, 2000, announcing Weatherford's
earnings for the quarter ended September 30, 2000.
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