1
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
TO FORM 10-K
ON FORM 10-K/A
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ANNUAL REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM __________ TO __________
COMMISSION FILE NUMBER 1-13086
WEATHERFORD INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 04-2515019
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
515 POST OAK BOULEVARD
SUITE 600 77027-3415
HOUSTON, TEXAS (713) 693-4000 (Zip Code)
(Address of principal executive offices) (Registrant's telephone number,
including area code)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Title of each class Name of each exchange on which registered
------------------- -----------------------------------------
Common Stock, $1.00 par value New York Stock Exchange
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
----- -----
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein and will not be contained, to
the best of the registrant's knowledge, in the Proxy Statement or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
The aggregate market value of the voting stock held by nonaffiliates of
the registrant as of May 3, 2001 was $5,269,773,992, based upon the closing sale
price on the New York Stock Exchange as of such date.
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date:
Title of Class Outstanding at May 3, 2001
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Common Stock, $1.00 par value 113,693,161
DOCUMENTS INCORPORATED BY REFERENCE
The information called for by Items 10, 11, 12 and 13 of Part III is
included in the registrant's definitive proxy statement filed pursuant to
Regulation 14A and is incorporated herein by reference.
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2
Explanatory Note
This Amendment No. 2 to Form 10-K on Form 10-K/A amends the Form 10-K
of Weatherford International, Inc. for the year ended December 31, 2000, filed
with the Securities and Exchange Commission on March 23, 2001 (the "Form 10-K"),
and as amended on April 27, 2001 by Amendment No. 1 to Form 10-K on Form 10-K/A.
The purpose of this Amendment No. 2 is to amend Item 14C of the Form 10-K to
amend and replace Exhibit 23.2, which was filed with Amendment No. 1.
Item 14 Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(c) Exhibits
EXHIBIT
NUMBER DESCRIPTION
2.1 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).
2.2 Purchase Agreement, dated as of October 23, 2000, by and among
Weatherford International, Inc., WEUS Holding, Inc., Enterra
Compression Company, Global Compression Service, Inc. and
General Electric Capital Corporation (incorporated by
reference to Exhibit F to the Schedule 13D, with respect to
the common stock of Universal Compression Holdings, Inc.,
filed by Weatherford International, Inc. and WEUS Holding,
Inc. on November 2, 2000).
2.3 Share Sale Agreement dated September 2, 1999, between the
shareholders of Petroline Wellsystems Limited and Weatherford
Eurasia Limited and Weatherford International, Inc. (including
Registration Rights Undertaking attached as Annex A)
(incorporated by reference to Exhibit 10.1 to Form 8-K
(File 1-13086) filed September 7, 1999).
2.4 Agreement and Plan of Reorganization dated September 14, 1999,
among Williams Tool Co., the shareholders of Williams Tool
Co., the shareholders of Williams Tool Co. (Canada) Inc.
(formerly 598148 Alberta Ltd.), Weatherford International,
Inc. and Weatherford Acquisition, Inc. (incorporated by
reference to Exhibit 10.1 to Form 8-K (File 1-13086) filed
September 24, 1999).
2.5 Acquisition Agreement dated as of May 21, 1999, entered into
by and among Weatherford International, Inc., Dailey
International Inc. and certain subsidiaries of Dailey named
therein (incorporated by reference to Exhibit 2.1 to the
Registrant's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1999 (File 1-13086)).
2.6 Agreement and Plan of Merger dated as of March 4, 1998, by and
between EVI, Inc. and Weatherford Enterra, Inc. (incorporated
by reference to Exhibit 2.1 to Amendment No. 1 to Form 8-K on
Form 8-K/A, File 1-13086, filed March 9, 1998).
2.7 Amendment No. 1 dated as of April 17, 1998, to the Agreement
and Plan of Merger dated as of March 4, 1998, by and between
EVI, Inc. and Weatherford Enterra, Inc. (incorporated by
reference to Exhibit 2.2 to Form 8-K, File 1-13086, filed
April 21, 1998).
2.8 Amendment No. 2 dated as of April 22, 1998, to the Agreement
and Plan of Merger dated as of March 4, 1998, as amended by
and between EVI, Inc. and Weatherford Enterra, Inc.
(incorporated by reference to Exhibit 2.3 to Form 8-K, File
1-13086, filed April 23, 1998).
2.9 Share Purchase Agreement made and entered into as of January
30, 1998, by and among the shareholders of Nika Enterprises
Ltd., an Alberta corporation, listed on the signature pages
thereto and EVI Oil Tools Canada Ltd., an Alberta corporation
(incorporated by reference to Exhibit 2.1 to the Form 8-K,
File 1-13086, filed March 3, 1998).
3
EXHIBIT
NUMBER DESCRIPTION
2.10 Amendment No. 1 dated as of May 26, 1998, to the Agreement and
Plan of Merger dated as of December 12, 1997 and to the
Agreement dated as of December 12, 1997, by and among EVI,
Inc., Christiana Acquisition, Inc., Christiana Companies,
Inc., C2, Inc. and Total Logistic Control, LLC (incorporated
by reference to Exhibit 2.18 to the Registration Statement on
Form S-4, as amended (Reg. No. 333-58741)).
2.11 Amended and Restated Agreement and Plan of Merger among
Weatherford International, Inc., Christiana Acquisition, Inc.,
Christiana Companies, Inc. and C2, Inc. dated as of October
14, 1998 (incorporated by reference to Exhibit 2.19 to the
Registration Statement on Form S-4 (Reg. No. 333-65663)).
2.12 Amendment No. 2 to Logistic Purchase Agreement by and among
Weatherford International, Inc., Total Logistic Control, LLC,
Christiana Companies, Inc. and C2, Inc. dated as of October
12, 1998 (incorporated by reference to Exhibit 2.20 to the
Registration Statement on Form S-4 (Reg. No. 333-65663)).
2.13 Amendment No. 1 to Amended and Restated Agreement and Plan of
Merger, by and among Weatherford International, Inc.,
Christiana Acquisition, Inc., Christiana Companies, Inc. and
C2, Inc. dated as of January 5, 1999 (incorporated by
reference to Exhibit 2.21 to the Registration Statement on
Form S-4 (Reg. No. 333-65663)).
2.14 Amendment No. 3 to Logistic Purchase Agreement, by and among
Weatherford International, Inc., Total Logistic Control, LLC,
Christiana Companies, Inc. and C2, Inc. dated as of January
5,1999 (incorporated by reference to Exhibit 2.22 to the
Registration Statement on Form S-4 (Reg. No. 333-65663)).
3.1 Amended and Restated Certificate of Incorporation of the
Company (incorporated by reference to Exhibit 3.1 to the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1998 (File No. 1-13086)).
3.2 Amended and Restated By-Laws of the Company (incorporated by
reference to Exhibit 3.2 to Form 8-K, File 1-13086, filed June
2, 1998).
3.3 Certificate of Destination of the Registrant's Series A
Preferred Stock, par value $1.00 per share (incorporated by
reference to Exhibit 3.3 to Registration Statement on Form S-3
(Reg. No. 333-41344)).
4.1 See Exhibit Nos. 3.1 and 3.2 for provisions of the Amended and
Restated Certificate of Incorporation and Amended and Restated
By-Laws of the Registrant defining the rights of the holders
of Common Stock.
4.2 Amended and Restated Credit Agreement dated as of May 27,
1998, among EVI Weatherford, Inc., EVI Oil Tools Canada Ltd.,
Chase Bank of Texas, National Association, as U.S.
Administrative Agent, The Bank of Nova Scotia, as
Documentation Agent and Canadian Agent, ABN AMRO Bank, N.V.,
as Syndication Agent, and the other Lenders defined therein,
including the forms of Notes (incorporated by reference to
Exhibit 4.1 to the Form 8-K, File 1-13086, filed June 16,
1998).
4.3 Indenture dated May 17, 1996, between Weatherford Enterra,
Inc. and Bank of Montreal Trust Company, as Trustee
(incorporated by reference to Exhibit 4.1 to Weatherford
Enterra, Inc.'s Current Report on Form 8-K, File No. 1-7867,
dated May 28, 1996).
4.4 First Supplemental Indenture dated and effective as of May 27,
1998, by and among EVI Weatherford, Inc., the successor by
merger to Weatherford Enterra, Inc., and Bank of Montreal
Trust Company, as Trustee (incorporated by reference to
Exhibit No. 4.1 to Form 8-K, File 1-13086, filed June 2,
1998).
4
EXHIBIT
NUMBER DESCRIPTION
4.5 Form of Weatherford Enterra, Inc.'s 7 1/4% Notes Due May 15,
2006 (incorporated by reference to Exhibit 4.2 to Weatherford
Enterra, Inc.'s Current Report on Form 8-K, File No. 1-7867,
dated May 28, 1996).
4.6 Indenture dated as of October 15, 1997, between EVI, Inc. and
The Chase Manhattan Bank, as Trustee (incorporated by
reference to Exhibit 4.13 to the Registration Statement on
Form S-3 (Reg. No. 333-45207)).
4.7 First Supplemental Indenture dated as of October 28, 1997,
between EVI, Inc. and The Chase Manhattan Bank, as Trustee
(including form of Debenture) (incorporated by reference to
Exhibit 4.2 to Form 8-K, File 1-13086, filed November 5,
1997).
4.8 Registration Rights Agreement dated November 3, 1997, by and
among EVI, Inc., Morgan Stanley & Co. Incorporated, Donaldson,
Lufkin & Jenrette Securities Corporation, Credit Suisse First
Boston Corporation, Lehman Brothers Inc., Prudential
Securities Incorporated and Schroder & Co. Inc. (incorporated
by reference to Exhibit 4.3 to Form 8-K, File 1-13086, filed
November 5, 1997).
4.9 Participation Agreement dated December 8, 1998 by and among
Weatherford Enterra Compression Company, L.P., ABN AMRO Bank
N.V., as Administrative Agent, Arranger and Syndication Agent,
Chase Bank of Texas, National Association, and the Lessors
listed on Schedule I thereto (incorporated by reference to
Exhibit 4.16 to the Registration Statement on Form S-4 (Reg.
No. 333-65663)).
4.10 Master Lease Intended as Security dated as of December 8, 1998
between Weatherford Enterra Compression Company, L.P., as
Lessee, and ABN AMRO Bank N.V., as Administrative Agent for
the Lessors (incorporated by reference to Exhibit 4.17 to the
Registration Statement on Form S-4 (Reg. No. 333-65663)).
4.11 Guaranty Agreement dated as of December 8, 1998 between
Weatherford International, Inc. and ABN AMRO Bank N.V., as
Administrative Agent for the Lessors (incorporated by
reference to Exhibit 4.18 to the Registration Statement on
Form S-4 (Reg. No. 333-65663)).
4.12 Registration Rights Agreement, dated as of February 9, 2001,
between WEUS Holding, Inc. and Universal Compression Holdings,
Inc. (incorporated by reference to Exhibit 4.3 to the
Quarterly Report on Form 10-Q of Universal Compression
Holdings, Inc. (File No. 001-15843) filed on February 14,
2001).
4.13 Second Supplemental Indenture dated June 30, 2000, between
Weatherford International, Inc. and The Bank of New York, as
successor trustee to Bank of Montreal Trust (including form of
Debenture) (incorporated by reference to Exhibit 4.1 to
Current Report on Form 8-K (File No. 1-13086) filed July 10,
2000).
4.14 Registration Rights Agreement dated June 30, 2000, between
Weatherford International, Inc. and Morgan Stanley & Co.
Incorporated (incorporated by reference to Exhibit 4.2 to
Current Report on Form 8-K (File No. 1-13086) filed July 10,
2000).
10.1 Voting Agreement, dated as of February 9, 2001, among
Weatherford International, Inc., WEUS Holding, Inc. and
Universal Compression Holdings, Inc. (incorporated by
reference to Exhibit 4.1 to the Quarterly report on Form 10-Q
of Universal Compression Holdings, Inc. (File No. 001-15843)
filed on February 14, 2001).
10.2 Transition Services Agreement, dated as of February 9, 2001,
between Weatherford International, Inc. and Weatherford Global
Compression Services, L.P. (incorporated by reference to
Exhibit 10.1 to the Quarterly Report on Form 10-Q of Universal
Compression Holdings, Inc. (File No. 001-15843) filed on
February 14, 2001).
5
EXHIBIT
NUMBER DESCRIPTION
*10.3 Employment Agreement with Mark Hopmann and Gary Warren
(incorporated by reference to Exhibit 10.1 to the registrant's
Quarterly Report on Form 10-Q for the quarter ended March 31,
2000 (File No. 1-13086)).
*10.4 Amended and Restated Employment Agreement dated as of January
28, 2000, between Weatherford International, Inc. and Bruce F.
Longaker, Jr. (incorporated by reference to Exhibit 10.3 to
the Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2000 (File No. 1-13086)).
*10.5 Weatherford Enterra, Inc. Non-Employee Director Stock Option
Plan, as amended and restated (incorporated by reference to
Exhibit 10.1 to Weatherford Enterra, Inc.'s Quarterly Report
on Form 10-Q for the quarter ended June 30, 1997 (File No.
1-7867)).
*10.6 Weatherford International Incorporated 1987 Stock Option Plan,
as amended and restated (incorporated by reference to Exhibit
10.3 to Weatherford Enterra, Inc.'s Annual Report on Form 10-K
for the year ended December 31, 1996 (File No. 1-7867)).
*10.7 Weatherford Enterra, Inc. 1991 Stock Option Plan, as amended
and restated (incorporated by reference to Exhibit 10.4 to
Weatherford Enterra, Inc.'s Annual Report on Form 10-K for the
year ended December 31, 1996 (File No. 1-7867)).
*10.8 Weatherford Enterra, Inc. Amended and Restated Employee Stock
Purchase Plan (incorporated by reference to Exhibit 4.19 to
the Company's Registration Statement on Form S-8 (Reg. No.
333-53633)).
*10.9 Weatherford Enterra, Inc. Restricted Stock Incentive Plan, as
amended and restated (incorporated by reference to Exhibit
10.6 to Weatherford Enterra, Inc.'s Annual Report on Form 10-K
for the year ended December 31, 1996 (File No. 1-7867)).
*10.10 Indemnification Agreements with Robert K. Moses, Jr.
(incorporated by reference to Exhibit 10.10 to Weatherford
Enterra, Inc.'s Annual Report on Form 10-K for the year ended
December 31, 1987 (File No. 1-7867)); Philip Burguieres
(incorporated by reference to Exhibit 10.4 to Weatherford
Enterra, Inc.'s Quarterly Report on Form 10-Q for the quarter
ended June 30, 1991 (File No. 1-7867)); William E. Macaulay
(incorporated by reference to Exhibit 10.2 to Weatherford
Enterra, Inc.'s Quarterly Report on Form 10-Q for the quarter
ended September 30, 1995 (File No. 1-7867)); and Jon Nicholson
(incorporated by reference to Exhibit 10.2 to Weatherford
Enterra, Inc.'s Annual Report on Form 10-K for the year ended
December 31, 1996 (File No. 1-7867)).
*10.11 Employment Agreement dated as of June 15, 1998, between EVI
Weatherford, Inc. and Philip Burguieres (incorporated by
reference to Exhibit No. 10.9 to Form 10-Q, File 1-13086,
filed August 14, 1998).
*10.12 Weatherford International, Inc. Executive Deferred
Compensation Stock Ownership Plan and related Trust Agreement
(incorporated by reference to Exhibit 10.4 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended March 31,
2000 (File No. 1-13086)).
*10.13 Weatherford International, Inc. Non-Employee Director Deferred
Compensation Plan (incorporated by reference to Exhibit 10.5
to the registrant's Quarterly report on Form 10-Q for the
quarter ended March 31, 2000 (File No. 1-13086)).
*10.14 Energy Ventures, Inc. 1991 Non-Employee Director Stock Option
Plan and Form of Agreement (incorporated by reference to Form
10-Q, File 1-13086, filed August 8, 1991).
*10.15 Energy Ventures, Inc. 1992 Employee Stock Option Plan, as
amended (incorporated by reference to Exhibit 4.7 to the
Registration Statement on Form S-8 (Reg. No. 333-13531)).
*10.16 Energy Ventures, Inc. Employee Stock Option Plan (incorporated
by reference to Exhibit 4.1 to the Registration Statement on
Form S-8 (Reg. No. 33-31662)).
*10.17 Form of Stock Option Agreement under the Company's Employee
Stock Option Plan (incorporated by reference to Exhibit 4.2 to
the Registration Statement on Form S-8 (Reg. No. 33-31662)).
*10.18 Amended and Restated Non-Employee Director Stock Option Plan
(incorporated by reference to Exhibit 10.1 to Form 10-Q, File
1-13086, filed August 12, 1995).
6
EXHIBIT
NUMBER DESCRIPTION
*10.19 Employment Agreements with each of Bernard J. Duroc-Danner,
Frances R. Powell, John C. Coble and Robert Stiles
(incorporated by reference to Exhibit No. 10.9 to Form 10-K,
File 1-13086, filed March 27, 1998).
*10.20 Amended and Restated Employment Agreement dated January 28,
1998, between Weatherford International, Inc. and Curtis W.
Huff (incorporated by reference to Exhibit 10.2 to the
Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2000 (File No. 1-13086)).
*10.21 Employment Agreements with E. Lee Colley, III, Donald R.
Galletly and Jon R. Nicholson (incorporated by reference to
Exhibit 10.21 to the Registrant's Annual Report on Form 10-K
for the year ended December 31, 1998 (File No. 1-13086)).
*10.22 Weatherford International, Inc. 1998 Employee Stock Option
Plan, including form of agreement for officers (incorporated
by reference to Exhibit 4.16 to the Registration Statement on
Form S-8 (Reg. No. 333-48320)).
*10.23 Form of Stock Option Agreement for Non-Employee Directors
dated September 8, 1998 (incorporated by reference to Exhibit
10.23 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 1998 (File No. 1-13086)).
*10.24 Form of Warrant Agreement with Robert K. Moses, Jr. dated
September 8, 1998 (incorporated by reference to Exhibit 10.24
to the Registrant's Annual Report on Form 10-K for the year
ended December 31, 1998 (File No. 1-13086)).
*10.25 Form of Amendment to Stock Option Agreements dated September
8, 1998 for Non-Employee Directors (incorporated by reference
to Exhibit 4.17 to the Registration Statement on Form S-8
(reg. No. 333-36598)).
*10.26 Form of Amendment to Warrant Agreement dated September 8, 1998
with Robert K. Moses Jr. (incorporated by reference to exhibit
4.18 to the registration Statement on Form S-8 (reg. No.
333-36598)).
10.27 Formation Agreement dated as of February 2, 1999, by and among
Weatherford International, Inc., Weatherford Enterra
Compression Company, L.P., General Electric Capital
Corporation and Global Compression Services, Inc.
(incorporated by reference to Exhibit 10.1 to Form 8-K, File
1-13086, filed February 5, 1999).
10.28 Limited Partnership Agreement of Weatherford Global
Compression Services, L.P. dated as of February 2, 1999, by
and among Weatherford Global Compression Holding, L.L.C.,
Weatherford Enterra Compression Company, L.P. and Global
Compression Services, Inc. (incorporated by reference to
Exhibit 10.2 to Form 8-K, File 1-13086, filed February 5,
1999).
10.29 Limited Liability Company Agreement of Weatherford Global
Compression Holding, L.L.C. dated as of February 2, 1999, by
and between Weatherford Enterra Compression Company, L.P. and
Global Compression Services, Inc. (incorporated by reference
to Exhibit 10.3 to Form 8-K, File 1-13086, filed February 5,
1999).
10.30 Registration Rights Agreement dated as of February 2, 1999,
among Weatherford Global Compression Services, L.P.,
Weatherford Enterra Compression Company, L.P. and Global
Compression Services, Inc. (incorporated by reference to
Exhibit 10.4 to Form 8-K, File 1-13086, filed February 5,
1999).
*10.31 Form of Stock Option Agreement for Non-employee Directors
dated July 5, 2000 (incorporated by reference to Exhibit 4.16
to registration Statement on Form S-8 (reg. No. 333-48322)).
*10.32 Form of Warrant Agreement with Robert K. Moses, Jr. dated July
5, 2000 (incorporated by reference to Exhibit 4.17 to
registration Statement on Form S-8 (reg. No. 333-48322)).
*10.33 Amendment to Stock Option Programs (incorporated by reference
to Exhibit 4.19 to the registrant's registration Statement on
Form S-8 (reg. No. 333-36598)).
10.34 Distribution Agreement, dated as of April 14, 2000, between
Weatherford International, Inc. and Grant Prideco, Inc.
(incorporated by reference to Exhibit 2.1 to Registration
Statement on Form S-3 of Grant Prideco, Inc. (reg. No.
333-35272)).
7
EXHIBIT
NUMBER DESCRIPTION
10.35 Subordinated Promissory Note to Weatherford International,
Inc. (incorporated by reference to Exhibit 4.1 to Registration
Statement on Form S-3 of Grant Prideco, Inc. (reg. No.
333-35272)).
10.36 Tax Allocation Agreement, dated as of April 14, 2000, between
Weatherford International, Inc. and Grant Prideco, Inc.
(incorporated by reference to Exhibit 10.11 to the
Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2000 (file No. 1-13086)).
10.37 Transition Services Agreement dated as of April 14, 2000
between Weatherford International, Inc. and Grant Prideco,
Inc. (incorporated by reference to Exhibit 10.12 to the
registrant's Quarterly report on Form 10-Q for the quarter
ended March 31, 2000 (File No. 1-13086)).
10.38 Preferred Supplier Agreement, dated as of March 22, 2000
between Weatherford International, Inc. and Grant Prideco,
Inc. (incorporated by reference to Exhibit 10.13 to
Registrant's Quarterly report on Form 10-Q for the quarter
ended March 31, 2000 (File No. 1-13086)).
10.39 Purchase Agreement, dated June 26, 2000, between Weatherford
International, Inc. and Morgan Stanley & Co. Incorporated
(incorporated by reference to Exhibit 10.1 to Current Report
on Form 8-K (File No. 1-13086) filed July 10, 2000).
*10.40 Change of Control Agreement dated as of June 10, 1998, between
Weatherford International, Inc. and Burt Martin (incorporated
by reference to Exhibit 10.2 to the registrant's Quarterly
Report on Form 10-Q for the quarter ended June 30, 2000 (File
No. 1-13086)).
++*10.41 Amendment to Employment Agreement dated October 16, 2000,
between Philip Burguieres and Weatherford International, Inc.
++21.1 Subsidiaries of Weatherford International, Inc.
++23.1 Consent of Arthur Andersen LLP
+23.2 Consent of Independent Public Accountants.
- ----------
* Management contract or compensatory plan or arrangement
+ Filed herewith
++ Previously Filed
8
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Amendment No. 2 to annual report to be signed on
its behalf by the undersigned hereunto duly authorized.
Weatherford International, Inc.
Dated: May 7, 2001 /s/ Lisa W. Rodriguez
---------------------------------------------
Lisa W. Rodriguez
Vice President, Finance and Accounting
9
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
------- -----------
2.1 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).
2.2 Purchase Agreement, dated as of October 23, 2000, by and among
Weatherford International, Inc., WEUS Holding, Inc., Enterra
Compression Company, Global Compression Service, Inc. and
General Electric Capital Corporation (incorporated by
reference to Exhibit F to the Schedule 13D, with respect to
the common stock of Universal Compression Holdings, Inc.,
filed by Weatherford International, Inc. and WEUS Holding,
Inc. on November 2, 2000).
2.3 Share Sale Agreement dated September 2, 1999, between the
shareholders of Petroline Wellsystems Limited and Weatherford
Eurasia Limited and Weatherford International, Inc. (including
Registration Rights Undertaking attached as Annex A)
(incorporated by reference to Exhibit 10.1 to Form 8-K (File
1-13086) filed September 7, 1999).
2.4 Agreement and Plan of Reorganization dated September 14, 1999,
among Williams Tool Co., the shareholders of Williams Tool
Co., the shareholders of Williams Tool Co. (Canada) Inc.
(formerly 598148 Alberta Ltd.), Weatherford International,
Inc. and Weatherford Acquisition, Inc. (incorporated by
reference to Exhibit 10.1 to Form 8-K (File 1-13086) filed
September 24, 1999).
2.5 Acquisition Agreement dated as of May 21, 1999, entered into
by and among Weatherford International, Inc., Dailey
International Inc. and certain subsidiaries of Dailey named
therein (incorporated by reference to Exhibit 2.1 to the
Registrant's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1999 (File 1-13086)).
2.6 Agreement and Plan of Merger dated as of March 4, 1998, by and
between EVI, Inc. and Weatherford Enterra, Inc. (incorporated
by reference to Exhibit 2.1 to Amendment No. 1 to Form 8-K on
Form 8-K/A, File 1-13086, filed March 9, 1998).
2.7 Amendment No. 1 dated as of April 17, 1998, to the Agreement
and Plan of Merger dated as of March 4, 1998, by and between
EVI, Inc. and Weatherford Enterra, Inc. (incorporated by
reference to Exhibit 2.2 to Form 8-K, File 1-13086, filed
April 21, 1998).
2.8 Amendment No. 2 dated as of April 22, 1998, to the Agreement
and Plan of Merger dated as of March 4, 1998, as amended by
and between EVI, Inc. and Weatherford Enterra, Inc.
(incorporated by reference to Exhibit 2.3 to Form 8-K, File
1-13086, filed April 23, 1998).
2.9 Share Purchase Agreement made and entered into as of January
30, 1998, by and among the shareholders of Nika Enterprises
Ltd., an Alberta corporation, listed on the signature pages
thereto and EVI Oil Tools Canada Ltd., an Alberta corporation
(incorporated by reference to Exhibit 2.1 to the Form 8-K,
File 1-13086, filed March 3, 1998).
2.10 Amendment No. 1 dated as of May 26, 1998, to the Agreement and
Plan of Merger dated as of December 12, 1997 and to the
Agreement dated as of December 12, 1997, by and among EVI,
Inc., Christiana Acquisition, Inc., Christiana Companies,
Inc., C2, Inc. and Total Logistic Control, LLC (incorporated
by reference to Exhibit 2.18 to the Registration Statement on
Form S-4, as amended (Reg. No. 333-58741)).
10
EXHIBIT
NUMBER DESCRIPTION
------- -----------
2.11 Amended and Restated Agreement and Plan of Merger among
Weatherford International, Inc., Christiana Acquisition, Inc.,
Christiana Companies, Inc. and C2, Inc. dated as of October
14, 1998 (incorporated by reference to Exhibit 2.19 to the
Registration Statement on Form S-4 (Reg. No. 333-65663)).
2.12 Amendment No. 2 to Logistic Purchase Agreement by and among
Weatherford International, Inc., Total Logistic Control, LLC,
Christiana Companies, Inc. and C2, Inc. dated as of October
12, 1998 (incorporated by reference to Exhibit 2.20 to the
Registration Statement on Form S-4 (Reg. No. 333-65663)).
2.13 Amendment No. 1 to Amended and Restated Agreement and Plan of
Merger, by and among Weatherford International, Inc.,
Christiana Acquisition, Inc., Christiana Companies, Inc. and
C2, Inc. dated as of January 5, 1999 (incorporated by
reference to Exhibit 2.21 to the Registration Statement on
Form S-4 (Reg. No. 333-65663)).
2.14 Amendment No. 3 to Logistic Purchase Agreement, by and among
Weatherford International, Inc., Total Logistic Control, LLC,
Christiana Companies, Inc. and C2, Inc. dated as of January
5,1999 (incorporated by reference to Exhibit 2.22 to the
Registration Statement on Form S-4 (Reg. No. 333-65663)).
3.1 Amended and Restated Certificate of Incorporation of the
Company (incorporated by reference to Exhibit 3.1 to the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1998 (File No. 1-13086)).
3.2 Amended and Restated By-Laws of the Company (incorporated by
reference to Exhibit 3.2 to Form 8-K, File 1-13086, filed June
2, 1998).
3.3 Certificate of Destination of the Registrant's Series A
Preferred Stock, par value $1.00 per share (incorporated by
reference to Exhibit 3.3 to Registration Statement on Form S-3
(Reg. No. 333-41344)).
4.1 See Exhibit Nos. 3.1 and 3.2 for provisions of the Amended and
Restated Certificate of Incorporation and Amended and Restated
By-Laws of the Registrant defining the rights of the holders
of Common Stock.
4.2 Amended and Restated Credit Agreement dated as of May 27,
1998, among EVI Weatherford, Inc., EVI Oil Tools Canada Ltd.,
Chase Bank of Texas, National Association, as U.S.
Administrative Agent, The Bank of Nova Scotia, as
Documentation Agent and Canadian Agent, ABN AMRO Bank, N.V.,
as Syndication Agent, and the other Lenders defined therein,
including the forms of Notes (incorporated by reference to
Exhibit 4.1 to the Form 8-K, File 1-13086, filed June 16,
1998).
4.3 Indenture dated May 17, 1996, between Weatherford Enterra,
Inc. and Bank of Montreal Trust Company, as Trustee
(incorporated by reference to Exhibit 4.1 to Weatherford
Enterra, Inc.'s Current Report on Form 8-K, File No. 1-7867,
dated May 28, 1996).
4.4 First Supplemental Indenture dated and effective as of May 27,
1998, by and among EVI Weatherford, Inc., the successor by
merger to Weatherford Enterra, Inc., and Bank of Montreal
Trust Company, as Trustee (incorporated by reference to
Exhibit No. 4.1 to Form 8-K, File 1-13086, filed June 2,
1998).
4.5 Form of Weatherford Enterra, Inc.'s 7 1/4% Notes Due May 15,
2006 (incorporated by reference to Exhibit 4.2 to Weatherford
Enterra, Inc.'s Current Report on Form 8-K, File No. 1-7867,
dated May 28, 1996).
11
EXHIBIT
NUMBER DESCRIPTION
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4.6 Indenture dated as of October 15, 1997, between EVI, Inc. and
The Chase Manhattan Bank, as Trustee (incorporated by
reference to Exhibit 4.13 to the Registration Statement on
Form S-3 (Reg. No. 333-45207)).
4.7 First Supplemental Indenture dated as of October 28, 1997,
between EVI, Inc. and The Chase Manhattan Bank, as Trustee
(including form of Debenture) (incorporated by reference to
Exhibit 4.2 to Form 8-K, File 1-13086, filed November 5,
1997).
4.8 Registration Rights Agreement dated November 3, 1997, by and
among EVI, Inc., Morgan Stanley & Co. Incorporated, Donaldson,
Lufkin & Jenrette Securities Corporation, Credit Suisse First
Boston Corporation, Lehman Brothers Inc., Prudential
Securities Incorporated and Schroder & Co. Inc. (incorporated
by reference to Exhibit 4.3 to Form 8-K, File 1-13086, filed
November 5, 1997).
4.9 Participation Agreement dated December 8, 1998 by and among
Weatherford Enterra Compression Company, L.P., ABN AMRO Bank
N.V., as Administrative Agent, Arranger and Syndication Agent,
Chase Bank of Texas, National Association, and the Lessors
listed on Schedule I thereto (incorporated by reference to
Exhibit 4.16 to the Registration Statement on Form S-4 (Reg.
No. 333-65663)).
4.10 Master Lease Intended as Security dated as of December 8, 1998
between Weatherford Enterra Compression Company, L.P., as
Lessee, and ABN AMRO Bank N.V., as Administrative Agent for
the Lessors (incorporated by reference to Exhibit 4.17 to the
Registration Statement on Form S-4 (Reg. No. 333-65663)).
4.11 Guaranty Agreement dated as of December 8, 1998 between
Weatherford International, Inc. and ABN AMRO Bank N.V., as
Administrative Agent for the Lessors (incorporated by
reference to Exhibit 4.18 to the Registration Statement on
Form S-4 (Reg. No. 333-65663)).
4.12 Registration Rights Agreement, dated as of February 9, 2001,
between WEUS Holding, Inc. and Universal Compression Holdings,
Inc. (incorporated by reference to Exhibit 4.3 to the
Quarterly Report on Form 10-Q of Universal Compression
Holdings, Inc. (File No. 001-15843) filed on February 14,
2001).
4.13 Second Supplemental Indenture dated June 30, 2000, between
Weatherford International, Inc. and The Bank of New York, as
successor trustee to Bank of Montreal Trust (including form of
Debenture) (incorporated by reference to Exhibit 4.1 to
Current Report on Form 8-K (File No. 1-13086) filed July 10,
2000).
4.14 Registration Rights Agreement dated June 30, 2000, between
Weatherford International, Inc. and Morgan Stanley & Co.
Incorporated (incorporated by reference to Exhibit 4.2 to
Current Report on Form 8-K (File No. 1-13086) filed July 10,
2000).
10.1 Voting Agreement, dated as of February 9, 2001, among
Weatherford International, Inc., WEUS Holding, Inc. and
Universal Compression Holdings, Inc. (incorporated by
reference to Exhibit 4.1 to the Quarterly report on Form 10-Q
of Universal Compression Holdings, Inc. (File No. 001-15843)
filed on February 14, 2001).
10.2 Transition Services Agreement, dated as of February 9, 2001,
between Weatherford International, Inc. and Weatherford Global
Compression Services, L.P. (incorporated by reference to
Exhibit 10.1 to the Quarterly Report on Form 10-Q of Universal
Compression Holdings, Inc. (File No. 001-15843) filed on
February 14, 2001).
*10.3 Employment Agreement with Mark Hopmann and Gary Warren
(incorporated by reference to Exhibit 10.1 to the registrant's
Quarterly Report on Form 10-Q for the quarter ended March 31,
2000 (File No. 1-13086)).
12
EXHIBIT
NUMBER DESCRIPTION
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*10.4 Amended and Restated Employment Agreement dated as of January
28, 2000, between Weatherford International, Inc. and Bruce F.
Longaker, Jr. (incorporated by reference to Exhibit 10.3 to
the Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2000 (File No. 1-13086)).
*10.5 Weatherford Enterra, Inc. Non-Employee Director Stock Option
Plan, as amended and restated (incorporated by reference to
Exhibit 10.1 to Weatherford Enterra, Inc.'s Quarterly Report
on Form 10-Q for the quarter ended June 30, 1997 (File No.
1-7867)).
*10.6 Weatherford International Incorporated 1987 Stock Option Plan,
as amended and restated (incorporated by reference to Exhibit
10.3 to Weatherford Enterra, Inc.'s Annual Report on Form 10-K
for the year ended December 31, 1996 (File No. 1-7867)).
*10.7 Weatherford Enterra, Inc. 1991 Stock Option Plan, as amended
and restated (incorporated by reference to Exhibit 10.4 to
Weatherford Enterra, Inc.'s Annual Report on Form 10-K for the
year ended December 31, 1996 (File No. 1-7867)).
*10.8 Weatherford Enterra, Inc. Amended and Restated Employee Stock
Purchase Plan (incorporated by reference to Exhibit 4.19 to
the Company's Registration Statement on Form S-8 (Reg. No.
333-53633)).
*10.9 Weatherford Enterra, Inc. Restricted Stock Incentive Plan, as
amended and restated (incorporated by reference to Exhibit
10.6 to Weatherford Enterra, Inc.'s Annual Report on Form 10-K
for the year ended December 31, 1996 (File No. 1-7867)).
*10.10 Indemnification Agreements with Robert K. Moses, Jr.
(incorporated by reference to Exhibit 10.10 to Weatherford
Enterra, Inc.'s Annual Report on Form 10-K for the year ended
December 31, 1987 (File No. 1-7867)); Philip Burguieres
(incorporated by reference to Exhibit 10.4 to Weatherford
Enterra, Inc.'s Quarterly Report on Form 10-Q for the quarter
ended June 30, 1991 (File No. 1-7867)); William E. Macaulay
(incorporated by reference to Exhibit 10.2 to Weatherford
Enterra, Inc.'s Quarterly Report on Form 10-Q for the quarter
ended September 30, 1995 (File No. 1-7867)); and Jon Nicholson
(incorporated by reference to Exhibit 10.2 to Weatherford
Enterra, Inc.'s Annual Report on Form 10-K for the year ended
December 31, 1996 (File No. 1-7867)).
*10.11 Employment Agreement dated as of June 15, 1998, between EVI
Weatherford, Inc. and Philip Burguieres (incorporated by
reference to Exhibit No. 10.9 to Form 10-Q, File 1-13086,
filed August 14, 1998).
*10.12 Weatherford International, Inc. Executive Deferred
Compensation Stock Ownership Plan and related Trust Agreement
(incorporated by reference to Exhibit 10.4 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended March 31,
2000 (File No. 1-13086)).
*10.13 Weatherford International, Inc. Non-Employee Director Deferred
Compensation Plan (incorporated by reference to Exhibit 10.5
to the registrant's Quarterly report on Form 10-Q for the
quarter ended March 31, 2000 (File No. 1-13086)).
*10.14 Energy Ventures, Inc. 1991 Non-Employee Director Stock Option
Plan and Form of Agreement (incorporated by reference to Form
10-Q, File 1-13086, filed August 8, 1991).
*10.15 Energy Ventures, Inc. 1992 Employee Stock Option Plan, as
amended (incorporated by reference to Exhibit 4.7 to the
Registration Statement on Form S-8 (Reg. No. 333-13531)).
*10.16 Energy Ventures, Inc. Employee Stock Option Plan (incorporated
by reference to Exhibit 4.1 to the Registration Statement on
Form S-8 (Reg. No. 33-31662)).
*10.17 Form of Stock Option Agreement under the Company's Employee
Stock Option Plan (incorporated by reference to Exhibit 4.2 to
the Registration Statement on Form S-8 (Reg. No. 33-31662)).
*10.18 Amended and Restated Non-Employee Director Stock Option Plan
(incorporated by reference to Exhibit 10.1 to Form 10-Q, File
1-13086, filed August 12, 1995).
*10.19 Employment Agreements with each of Bernard J. Duroc-Danner,
Frances R. Powell, John C. Coble and Robert Stiles
(incorporated by reference to Exhibit No. 10.9 to Form 10-K,
File 1-13086, filed March 27, 1998).
13
EXHIBIT
NUMBER DESCRIPTION
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*10.20 Amended and Restated Employment Agreement dated January 28,
1998, between Weatherford International, Inc. and Curtis W.
Huff (incorporated by reference to Exhibit 10.2 to the
Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2000 (File No. 1-13086)).
*10.21 Employment Agreements with E. Lee Colley, III, Donald R.
Galletly and Jon R. Nicholson (incorporated by reference to
Exhibit 10.21 to the Registrant's Annual Report on Form 10-K
for the year ended December 31, 1998 (File No. 1-13086)).
*10.22 Weatherford International, Inc. 1998 Employee Stock Option
Plan, including form of agreement for officers (incorporated
by reference to Exhibit 4.16 to the Registration Statement on
Form S-8 (Reg. No. 333-48320)).
*10.23 Form of Stock Option Agreement for Non-Employee Directors
dated September 8, 1998 (incorporated by reference to Exhibit
10.23 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 1998 (File No. 1-13086)).
*10.24 Form of Warrant Agreement with Robert K. Moses, Jr. dated
September 8, 1998 (incorporated by reference to Exhibit 10.24
to the Registrant's Annual Report on Form 10-K for the year
ended December 31, 1998 (File No. 1-13086)).
*10.25 Form of Amendment to Stock Option Agreements dated September
8, 1998 for Non-Employee Directors (incorporated by reference
to Exhibit 4.17 to the Registration Statement on Form S-8
(reg. No. 333-36598)).
*10.26 Form of Amendment to Warrant Agreement dated September 8, 1998
with Robert K. Moses Jr. (incorporated by reference to exhibit
4.18 to the registration Statement on Form S-8 (reg. No.
333-36598)).
10.27 Formation Agreement dated as of February 2, 1999, by and among
Weatherford International, Inc., Weatherford Enterra
Compression Company, L.P., General Electric Capital
Corporation and Global Compression Services, Inc.
(incorporated by reference to Exhibit 10.1 to Form 8-K, File
1-13086, filed February 5, 1999).
10.28 Limited Partnership Agreement of Weatherford Global
Compression Services, L.P. dated as of February 2, 1999, by
and among Weatherford Global Compression Holding, L.L.C.,
Weatherford Enterra Compression Company, L.P. and Global
Compression Services, Inc. (incorporated by reference to
Exhibit 10.2 to Form 8-K, File 1-13086, filed February 5,
1999).
10.29 Limited Liability Company Agreement of Weatherford Global
Compression Holding, L.L.C. dated as of February 2, 1999, by
and between Weatherford Enterra Compression Company, L.P. and
Global Compression Services, Inc. (incorporated by reference
to Exhibit 10.3 to Form 8-K, File 1-13086, filed February 5,
1999).
10.30 Registration Rights Agreement dated as of February 2, 1999,
among Weatherford Global Compression Services, L.P.,
Weatherford Enterra Compression Company, L.P. and Global
Compression Services, Inc. (incorporated by reference to
Exhibit 10.4 to Form 8-K, File 1-13086, filed February 5,
1999).
*10.31 Form of Stock Option Agreement for Non-employee Directors
dated July 5, 2000 (incorporated by reference to Exhibit 4.16
to registration Statement on Form S-8 (reg. No. 333-48322)).
*10.32 Form of Warrant Agreement with Robert K. Moses, Jr. dated July
5, 2000 (incorporated by reference to Exhibit 4.17 to
registration Statement on Form S-8 (reg. No. 333-48322)).
*10.33 Amendment to Stock Option Programs (incorporated by reference
to Exhibit 4.19 to the registrant's registration Statement on
Form S-8 (reg. No. 333-36598)).
10.34 Distribution Agreement, dated as of April 14, 2000, between
Weatherford International, Inc. and Grant Prideco, Inc.
(incorporated by reference to Exhibit 2.1 to Registration
Statement on Form S-3 of Grant Prideco, Inc. (reg. No.
333-35272)).
14
EXHIBIT
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10.35 Subordinated Promissory Note to Weatherford International,
Inc. (incorporated by reference to Exhibit 4.1 to Registration
Statement on Form S-3 of Grant Prideco, Inc. (reg. No.
333-35272)).
10.36 Tax Allocation Agreement, dated as of April 14, 2000, between
Weatherford International, Inc. and Grant Prideco, Inc.
(incorporated by reference to Exhibit 10.11 to the
Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2000 (file No. 1-13086)).
10.37 Transition Services Agreement dated as of April 14, 2000
between Weatherford International, Inc. and Grant Prideco,
Inc. (incorporated by reference to Exhibit 10.12 to the
registrant's Quarterly report on Form 10-Q for the quarter
ended March 31, 2000 (File No. 1-13086)).
10.38 Preferred Supplier Agreement, dated as of March 22, 2000
between Weatherford International, Inc. and Grant Prideco,
Inc. (incorporated by reference to Exhibit 10.13 to
Registrant's Quarterly report on Form 10-Q for the quarter
ended March 31, 2000 (File No. 1-13086)).
10.39 Purchase Agreement, dated June 26, 2000, between Weatherford
International, Inc. and Morgan Stanley & Co. Incorporated
(incorporated by reference to Exhibit 10.1 to Current Report
on Form 8-K (File No. 1-13086) filed July 10, 2000).
*10.40 Change of Control Agreement dated as of June 10, 1998, between
Weatherford International, Inc. and Burt Martin (incorporated
by reference to Exhibit 10.2 to the registrant's Quarterly
Report on Form 10-Q for the quarter ended June 30, 2000 (File
No. 1-13086)).
++*10.41 Amendment to Employment Agreement dated October 16, 2000,
between Phillip Burguieres and Weatherford International, Inc.
++21.1 Subsidiaries of Weatherford International, Inc.
++23.1 Consent of Arthur Andersen LLP
+23.2 Consent of Independent Public Accountants.
- ----------
* Management contract or compensatory plan or arrangement
+ Filed herewith
++ Previously Filed