1
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 11-K
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM .........TO ........
COMMISSION FILE NUMBER 1-13086
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WEATHERFORD ENTERRA, INC. 401(k)
SAVINGS PLAN
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EVI WEATHERFORD, INC.
5 POST OAK PARK
SUITE 1760
HOUSTON, TEXAS 77027
2
WEATHERFORD ENTERRA, INC. 401(k) SAVINGS PLAN
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
Page
----
Report of Independent Public Accountants.................................................................. F-1
Statements of Net Assets Available for Plan Benefits, With Fund Information - December 31, 1997........... F-2
Statements of Net Assets Available for Plan Benefits, With Fund Information - December 31, 1996........... F-3
Statement of Changes in Net Assets Available For Plan Benefits, With Fund Information - For the
Year Ended December 31, 1997............................................................................ F-4
Notes to Financial Statements............................................................................. F-5
Supplemental Schedules:
Schedule I - Item 27a - Schedule of Assets Held for Investment Purposes -
December 31, 1997.............................................................................. F-10
Schedule II - Item 27d - Schedule of Reportable Transactions - Series Transactions
For the Year Ended December 31, 1997........................................................... F-11
Schedule III - Item 27d - Schedule of Reportable Transactions - Single Transactions
For the Year Ended December 31, 1997........................................................... F-12
Schedule IV - Item 27e - Schedule of Nonexempt Transactions
For the Year Ended December 31, 1997........................................................... F-13
3
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Administrative Committee of the
Weatherford Enterra, Inc. 401(k) Savings Plan:
We have audited the accompanying statements of net assets available for plan
benefits of the Weatherford Enterra, Inc. 401(k) Savings Plan (the Plan) as of
December 31, 1997 and 1996, and the related statement of changes in net assets
available for plan benefits for the year ended December 31, 1997. These
financial statements and supplemental schedules referred to below are the
responsibility of the Administrative Committee. Our responsibility is to express
an opinion on these financial statements and supplemental schedules based on our
audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by the
Administrative Committee, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the Plan as
of December 31, 1997 and 1996, and the changes in net assets available for plan
benefits for the year ended December 31, 1997, in conformity with generally
accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules listed in the
accompanying index are presented for the purpose of additional analysis and are
not a required part of the basic financial statements but are supplementary
information required by the Department of Labor Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The Fund Information in the statements of net assets available for plan
benefits and the statement of changes in net assets available for plan benefits
is presented for purposes of additional analysis rather than to present the net
assets available for plan benefits and changes in net assets available for plan
benefits of each fund. The supplemental schedules and Fund Information have been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, are fairly stated, in all material
respects, in relation to the basic financial statements taken as a whole.
ARTHUR ANDERSEN LLP
Houston, Texas
June 5, 1998
F-1
4
WEATHERFORD ENTERRA, INC. 401(k) SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
DECEMBER 31, 1997
MERRILL LYNCH
MERRILL LYNCH CORPORATE
GLOBAL MERRILL LYNCH BOND FUND MERRILL LYNCH
ALLOCATION EQUITY INDEX INVESTMENT CAPITAL FUND
FUND CLASS A TRUST 1 GRADE CLASS A CLASS A
------------ -------------- ------------- --------------
Investments, at Market Value:
Common Stock of Weatherford Enterra, Inc. $ -- $ -- $ -- $ --
Merrill Lynch Global Allocation Fund
Class A 5,241,771 -- -- --
Merrill Lynch Equity Index Trust 1 -- 8,557,353 -- --
Merrill Lynch Corporate Bond Fund
Investment Grade Class A -- -- 2,535,113 --
Merrill Lynch Capital Fund Class A -- -- -- 15,180,476
Davis New York Venture Fund, Inc. -- -- -- --
Merrill Lynch Retirement Preservation -- -- -- --
Trust
Merrill Lynch USA Government Reserve
Fund -- -- -- --
Participant loans -- -- -- --
---------- ---------- ---------- -----------
Total Investments 5,241,771 8,557,353 2,535,113 15,180,476
Contributions Receivable:
Company 119,279 166,118 76,346 257,650
Participants 44,164 60,193 26,031 81,856
---------- ---------- ---------- -----------
Net Assets Available for Plan Benefits $5,405,214 $8,783,664 $2,637,490 $15,519,982
========== ========== ========== ===========
WEATHERFORD
DAVIS MERRILL LYNCH MERRILL LYNCH ENTERRA, INC.
NEW YORK RETIREMENT USA COMMON
VENTURE FUND, PRESERVATION GOVERNMENT STOCK PARTICIPANT
INC. TRUST RESERVE FUND FUND LOANS TOTAL
-------------- -------------- ------------ -------------- ---------- -----------
Investments, at Market Value:
Common Stock of Weatherford
Enterra, Inc. $ -- $ -- $ -- $14,190,878 $ -- $14,190,878
Merrill Lynch Global Allocation Fund
Class A -- -- -- -- -- 5,241,771
Merrill Lynch Equity Index Trust 1 -- -- -- -- -- 8,557,353
Merrill Lynch Corporate Bond Fund
Investment Grade Class A -- -- -- -- -- 2,535,113
Merrill Lynch Capital Fund Class A -- -- -- -- -- 15,180,476
Davis New York Venture Fund, Inc. 18,694,362 -- -- -- -- 18,694,362
Merrill Lynch Retirement Preservation
Trust -- 19,030,763 -- -- -- 19,030,763
Merrill Lynch USA Government Reserve
Fund -- -- 123,108 -- -- 123,108
Participant loans -- -- -- -- 4,582,702 4,582,702
----------- ----------- -------- ----------- ---------- -----------
Total Investments 18,694,362 19,030,763 123,108 14,190,878 4,582,702 88,136,526
Contributions Receivable:
Company 372,765 835,719 5,964 193,872 -- 2,027,713
Participants 127,260 197,225 1,480 64,329 -- 602,538
----------- ----------- -------- ----------- ---------- -----------
Net Assets Available for Plan Benefits $19,194,387 $20,063,707 $130,552 $14,449,079 $4,582,702 $90,766,777
=========== =========== ======== =========== ========== ===========
The accompanying notes are an integral part of this financial statement.
F-2
5
WEATHERFORD ENTERRA, INC. 401(k) SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
DECEMBER 31, 1996
MERRILL LYNCH
MERRILL LYNCH CORPORATE DAVIS
GLOBAL MERRILL LYNCH BOND FUND MERRILL LYNCH NEW YORK
ALLOCATION EQUITY INDEX INVESTMENT CAPITAL FUND VENTURE FUND,
FUND CLASS A TRUST 1 GRADE CLASS A CLASS A INC.
------------ ------------ ------------ ------------ ------------
ASSETS
------
Investments, at Market Value:
Common Stock of Weatherford Enterra, Inc. $ -- $ -- $ -- $ -- $ --
Merrill Lynch Global Allocation Fund Class A 1,808,590 -- -- -- --
Merrill Lynch Equity Index Trust 1 -- 4,108,270 -- -- --
Merrill Lynch Corporate Bond Fund
Investment Grade Class A -- -- 953,758 -- --
Merrill Lynch Capital Fund Class A -- -- -- 8,035,657 --
Davis New York Venture Fund, Inc. -- -- -- -- 6,430,074
Merrill Lynch Retirement Preservation
Trust -- -- -- -- --
Merrill Lynch USA Government Reserve
Fund -- -- -- -- --
Participant loans -- -- -- -- --
------------ ------------ ------------ ------------ ------------
Total Investments 1,808,590 4,108,270 953,758 8,035,657 6,430,074
Contributions Receivable:
Company 6,182 9,733 4,428 17,507 18,591
Participants 22,599 32,499 14,186 46,629 59,484
Cash -- -- -- -- --
------------ ------------ ------------ ------------ ------------
Total Assets 1,837,371 4,150,502 972,372 8,099,793 6,508,149
------------ ------------ ------------ ------------ ------------
LIABILITIES
-----------
Interfund Transfers (Receivable) Payable (32,715) (54,500) (47,219) (102,477) (120,259)
Excess Contributions Payable 804 7,025 -- 6,974 3,013
------------ ------------ ------------ ------------ ------------
Total Liabilities (31,911) (47,475) (47,219) (95,503) (117,246)
------------ ------------ ------------ ------------ ------------
Net Assets Available for Plan Benefits $ 1,869,282 $ 4,197,977 $ 1,019,591 $ 8,195,296 $ 6,625,395
============ ============ ============ ============ ============
WEATHERFORD
MERRILL LYNCH MERRILL LYNCH ENTERRA, INC.
RETIREMENT USA COMMON
PRESERVATION GOVERNMENT STOCK PARTICIPANT CASH
TRUST RESERVE FUND FUND LOANS FUND
------------ ------------ ------------ ------------ ------------
ASSETS
------
Investments, at Market Value:
Common Stock of Weatherford Enterra, Inc. $ -- $ -- $ 11,458,390 $ -- $ --
Merrill Lynch Global Allocation Fund Class A -- -- -- -- --
Merrill Lynch Equity Index Trust 1 -- -- -- -- --
Merrill Lynch Corporate Bond Fund
Investment Grade Class A -- -- -- -- --
Merrill Lynch Capital Fund Class A -- -- -- -- --
Davis New York Venture Fund, Inc. -- -- -- -- --
Merrill Lynch Retirement Preservation
Trust 14,556,685 -- -- -- --
Merrill Lynch USA Government Reserve
Fund -- 167,342 -- -- --
Participant loans -- -- -- 2,708,688 --
------------ ------------ ------------ ------------ ------------
Total Investments 14,556,685 167,342 11,458,390 2,708,688 --
Contributions Receivable:
Company 51,483 565 14,199 -- --
Participants 98,168 1,598 58,158 -- --
Cash 112 -- -- -- 167,627
------------ ------------ ------------ ------------ ------------
Total Assets 14,706,448 169,505 11,530,747 2,708,688 167,627
------------ ------------ ------------ ------------ ------------
LIABILITIES
-----------
Interfund Transfers (Receivable) Payable 437,848 (2,008) (78,670) -- --
Excess Contributions Payable 5,884 -- 3,100 -- --
------------ ------------ ------------ ------------ ------------
Total Liabilities 443,732 (2,008) (75,570) -- --
------------ ------------ ------------ ------------ ------------
Net Assets Available for Plan Benefits $ 14,262,716 $ 171,513 $ 11,606,317 $ 2,708,688 $ 167,627
============ ============ ============ ============ ============
TOTAL
------------
ASSETS
------
Investments, at Market Value:
Common Stock of Weatherford Enterra, Inc. $ 11,458,390
Merrill Lynch Global Allocation Fund Class A 1,808,590
Merrill Lynch Equity Index Trust 1 4,108,270
Merrill Lynch Corporate Bond Fund
Investment Grade Class A 953,758
Merrill Lynch Capital Fund Class A 8,035,657
Davis New York Venture Fund, Inc. 6,430,074
Merrill Lynch Retirement Preservation
Trust 14,556,685
Merrill Lynch USA Government Reserve
Fund 167,342
Participant loans 2,708,688
------------
Total Investments 50,227,454
Contributions Receivable:
Company 122,688
Participants 333,321
Cash 167,739
------------
Total Assets 50,851,202
------------
LIABILITIES
-----------
Interfund Transfers (Receivable) Payable --
Excess Contributions Payable 26,800
------------
Total Liabilities 26,800
------------
Net Assets Available for Plan Benefits $ 50,824,402
============
The accompanying notes are an integral part of this financial statement.
F-3
6
WEATHERFORD ENTERRA, INC. 401(k) SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH
FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1997
MERRILL LYNCH
MERRILL LYNCH CORPORATE DAVIS
GLOBAL MERRILL LYNCH BOND FUND MERRILL LYNCH NEW YORK
ALLOCATION EQUITY INDEX INVESTMENT CAPITAL FUND VENTURE FUND,
FUND CLASS A TRUST 1 GRADE CLASS A CLASS A INC.
-------------- -------------- -------------- -------------- --------------
ADDITIONS
- ---------
Additions to Net Assets Attributed to:
Investment Income:
Net Appreciation (Depreciation) in
Fair Value of Investments $ (282,515) $ 1,613,610 $ 41,953 $ 998,367 $ 2,848,379
Dividends and Interest 699,708 35,153 145,675 1,330,135 920,449
Contributions:
Company 267,997 315,731 134,627 514,366 723,076
Participants' 543,330 782,131 335,785 1,073,783 1,540,854
Transfer of Assets from Other Plans 2,646,089 1,742,271 1,371,937 5,067,500 6,571,664
(Note 2)
Other 804 7,025 242 88,177 8,396
-------------- -------------- -------------- -------------- --------------
Total Additions 3,875,413 4,495,921 2,030,219 9,072,328 12,612,818
DEDUCTIONS
- ----------
Deductions from Net Assets Attributed to:
Benefits Paid to Participants 445,027 385,751 343,510 1,542,897 1,659,781
-------------- -------------- -------------- -------------- --------------
Total Deductions 445,027 385,751 343,510 1,542,897 1,659,781
Option Transfers, net 105,546 475,517 (68,810) (204,745) 1,615,955
-------------- -------------- -------------- -------------- --------------
Increase/(Decrease) in Net Assets
Available for Plan Benefits 3,535,932 4,585,687 1,617,899 7,324,686 12,568,992
Net Assets Available for Plan Benefits at
Beginning of Year 1,869,282 4,197,977 1,019,591 8,195,296 6,625,395
-------------- -------------- -------------- -------------- --------------
Net Assets Available for Plan Benefits at
End of Year $ 5,405,214 $ 8,783,664 $ 2,637,490 $ 15,519,982 $ 19,194,387
============== ============== ============== ============== ==============
WEATHERFORD
MERRILL LYNCH MERRILL LYNCH ENTERRA, INC.
RETIREMENT USA COMMON
PRESERVATION GOVERNMENT STOCK PARTICIPANT CASH
TRUST RESERVE FUND FUND LOANS FUND
-------------- -------------- -------------- -------------- --------------
ADDITIONS
- ---------
Additions to Net Assets Attributed to:
Investment Income:
Net Appreciation (Depreciation) in
Fair Value of Investments $ -- $ -- $ 5,253,363 $ -- $ --
Dividends and Interest 1,169,482 9,038 31,345 -- --
Contributions:
Company 1,397,469 11,340 365,439 -- --
Participants' 2,385,682 26,898 780,646 -- --
Transfer of Assets from Other Plans 2,528,895 -- -- 1,067,670 --
(Note 2)
Other 8,445 -- 3,352 -- (6,680)
-------------- -------------- -------------- -------------- --------------
Total Additions 7,489,973 47,276 6,434,145 1,067,670 (6,680)
DEDUCTIONS
- ----------
Deductions from Net Assets Attributed to:
Benefits Paid to Participants 1,641,788 129,056 799,654 229,244 --
-------------- -------------- -------------- -------------- --------------
Total Deductions 1,641,788 129,056 799,654 229,244 --
Option Transfers, net (47,194) 40,819 (2,791,729) 1,035,588 (160,947)
-------------- -------------- -------------- -------------- --------------
Increase/(Decrease) in Net Assets
Available for Plan Benefits 5,800,991 (40,961) 2,842,762 1,874,014 (167,627)
Net Assets Available for Plan Benefits at
Beginning of Year 14,262,716 171,513 11,606,317 2,708,688 167,627
-------------- -------------- -------------- -------------- --------------
Net Assets Available for Plan Benefits at
End of Year $ 20,063,707 $ 130,552 $ 14,449,079 $ 4,582,702 $ --
============== ============== ============== ============== ==============
TOTAL
--------------
ADDITIONS
- ---------
Additions to Net Assets Attributed to:
Investment Income:
Net Appreciation (Depreciation) in
fair value of investments $ 10,473,157
Dividends and Interest 4,340,985
Contributions:
Company 3,730,045
Participants' 7,469,109
Transfer of Assets from Other Plans 20,996,026
(Note 2)
Other 109,761
--------------
Total Additions 47,119,083
DEDUCTIONS
- ----------
Deductions from Net Assets Attributed to:
Benefits Paid to Participants 7,176,708
--------------
Total Deductions 7,176,708
Option Transfers, net --
--------------
Increase/(Decrease) in Net Assets
Available for Plan Benefits 39,942,375
Net Assets Available for Plan Benefits at
Beginning of Year 50,824,402
--------------
Net Assets Available for Plan Benefits at
End of Year $ 90,766,777
==============
The accompanying notes are an integral part of this financial statement.
F-4
7
WEATHERFORD ENTERRA, INC. 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -
BASIS OF ACCOUNTING -
The accompanying financial statements of the Weatherford Enterra, Inc.
401(k) Savings Plan (the "Plan") have been prepared on the accrual basis of
accounting.
USE OF ESTIMATES -
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets, liabilities and changes
therein, and disclosure of contingent assets and liabilities. Actual results
could differ from those estimates.
ASSET VALUATION -
The Plan's investments in Weatherford Enterra, Inc. (the "Company")
common stock (the "Common Stock") (see Note 4), mutual funds, collective trusts
and money market funds are reported in the accompanying statements of net assets
available for plan benefits at their reported market value at the date of such
statement. Differences between the market value and the value of the assets at
the beginning of the plan year or at the time of purchase, if acquired during
the year, are reported as unrealized appreciation (depreciation) of investments.
Realized gains or losses on the sale of investments and withdrawals of
investments are based on the value of the assets as of the beginning of the year
or the time of purchase during the year. Unrealized appreciation (depreciation)
of investments and realized gains or losses are recorded in the accompanying
statement of changes in net assets available for plan benefits as net
appreciation (depreciation) in market value of investments. The Merrill Lynch
Retirement Preservation Trust Fund is a common/collective trust fund investing
primarily in guaranteed investment contracts and U.S. Government securities. The
guaranteed investment contracts are fully benefit responsive and are recorded at
contract value, which approximates fair value. Effective yields approximated
6.6% as of December 31, 1997. Contract value is determined based on
contributions made under the contract plus interest earned at the contract's
rate less funds used to pay investment fees and withdrawals. Withdrawals of
assets from the Plan are reported in the statement of changes in net assets
available for plan benefits at market value, on a cash basis.
EXPENSES -
All expenses related to the administration of the Plan may be paid by
the Company if it chooses to do so and, if not so paid, will be paid by the
trustee of the Plan, using Plan assets. The Merrill Lynch Trust Companies
("Trustee") serves as Trustee. The Trustee receives compensation for its
services in amounts agreed upon between the Company and the Trustee. For the
year ended December 31, 1997, the administrative expenses and compensation to
the Trustee for services were paid or reimbursed to the trust by the Company.
(2) PROVISIONS OF THE PLAN -
GENERAL -
The Plan is maintained for the exclusive benefit of the participants in
the Plan and is intended to aid the participants in providing for their
retirement. Listed below are the options available for selection by participants
as of December 31, 1997 and 1996:
F-5
8
Merrill Lynch Global Allocation Fund Class A - a mutual fund that
invests in equity, debt and money market securities.
Merrill Lynch Equity Index Trust 1 - a collective trust that invests
primarily in a portfolio of equity securities. Periodically, the trust
will invest in futures contracts, however the goal is to be 100%
invested in Standard & Poors 500 equities.
Merrill Lynch Corporate Bond Fund Investment Grade Class A - a mutual
fund that invests primarily in taxable fixed income securities.
Merrill Lynch Capital Fund Class A - a mutual fund that invests
primarily in equity securities, corporate bonds and/or money market
securities.
Davis New York Venture Fund, Inc. - a mutual fund that invests
primarily in common stocks and/or convertible securities.
Merrill Lynch Retirement Preservation Trust - a collective trust that
invests primarily in government investment contracts, obligations of
United States governmental securities and money market securities.
Merrill Lynch USA Government Reserve Fund - a money market mutual fund
that invests in United States treasury bills and notes. The net income
of the fund is declared as dividends daily and reinvested at net asset
value in additional shares. The fund seeks to maintain a constant $1.00
net asset value per share, although this cannot be assured. In order to
maintain a constant net asset value of $1.00 per share, the fund may
reduce the number of shares held by its shareholders. An investment in
this fund is neither insured nor guaranteed by the U.S. Government.
Weatherford Enterra, Inc. Common Stock Fund - a fund that invests in
the Company's Common Stock.
MERGERS INTO THE PLAN -
During 1997, the Total Energy Services Company 401(k) Profit Sharing
Plan (Total Plan) was merged into the Plan. As a result of the merger, the net
assets of the Total Plan totaling approximately $6,700,000 were transferred to
the Plan.
In addition, during 1997, the Energy Industries Inc. Profit
Sharing/401(k) Plan (EI Plan) and the Enterra Compression Company 401(k) Savings
and Retirement Plan (ECC Plan) were merged into the Plan. As a result of the
mergers, the net assets of the EI Plan totaling approximately $7,800,000 and the
net assets of the ECC Plan totaling approximately $6,600,000 were transferred to
the Plan.
ADMINISTRATION -
The Plan is administered by the administrative committee (the
"Committee") consisting of one or more persons appointed from time to time by
the Board of Directors of the Company.
ELIGIBILITY -
All employees are immediately eligible for participation in the Plan,
except for employees who are subject to collective bargaining agreements,
employees who are nonresident aliens and who receive no U.S. source income from
the Company and employees who are members of other retirement plans sponsored by
the Company or one of its subsidiaries outside the United States.
F-6
9
PARTICIPANT CONTRIBUTIONS -
An eligible employee may elect to contribute, by payroll deductions, 1%
to 16% of his base earnings to the Plan on a pre-tax basis subject to certain
limitations. An employee may also elect to contribute up to 16% of base
after-tax earnings subject to certain limitations. The combination of these
contributions, however, cannot exceed 16% of base earnings. In addition,
participants made rollover contributions, which are included in employee
contributions in the statement of changes in net assets available for plan
benefits, totaling $572,769 in 1997. The Company acquired the rollover
contributions primarily from participants of former employers' businesses.
COMPANY CONTRIBUTIONS -
The Company contributes an amount equal to 50% of the first 6% of each
participant's pre-tax contributions after such participant has completed one
year of active service.
Pre-tax contributions up to 6% of a participant's compensation are
eligible for Company matching contributions. In addition, the Company, solely at
the discretion of the Board of Directors, may make discretionary contributions
to the Plan. The Company declared a discretionary contribution to the Plan
totaling $1,876,512 and $891,844 for 1997 and 1996, respectively. The Company
made the 1997 discretionary contribution to the Plan in March 1998 and no
forfeitures were utilized. Thus, included in the Company contributions
receivable in the statements of net assets available for plan benefits for 1997
is the net contribution of $1,876,512 along with a year-end Company matching
contribution receivable of $151,201. The 1996 discretionary contribution
included $881,000 of utilized forfeitures to reduce the Company's discretionary
contribution made to the Plan in April 1997. Thus, included in the Company
contributions receivable in the statements of net assets available for plan
benefits is the net contribution of $10,844 along with a Company matching
contribution receivable of $111,844.
Participants may allocate their contributions to the various available
investment funds at their discretion. The Company matching contribution may, at
the option of the Company, be made in cash or Company stock. If the match is
made in cash, it is allocated to the various investment funds that the
participant has elected on a pro rata basis to the participant contributions.
The participants in the Plan are allowed to change their allocation and/or
transfer all or part of their accumulated balance in a particular fund to
another fund at any time. Any earnings on a fund's investments are reinvested in
the same fund. Earnings and/or losses are allocated to the participant's
accounts based on the number of units/shares held by the participant at the time
the earnings and/or losses were achieved.
VESTING AND FORFEITURE -
Each participant is 100% vested in his participant contribution, the
Company's discretionary contributions and related income. A participant's vested
interest in the Company matching contributions and related income is determined
by his years of vesting service in accordance with the following schedule:
YEARS OF
VESTING SERVICE VESTED INTEREST
--------------- ---------------
Less than 1 year 0%
1 year but less than 2 years 20%
2 years but less than 3 years 40%
3 years but less than 4 years 60%
4 years but less than 5 years 80%
5 years or more 100%
Nonvested amounts are forfeited upon termination of employment by
participants. The forfeited amounts are used to reduce future Company
contributions. Unutilized forfeitures were $297,463 and none at December 31,
1997 and 1996, respectively.
F-7
10
The Plan provides that any nonvested interests in a participant's
accounts shall become fully vested upon the occurrence of a "change of control"
of the Company that is not approved, recommended or supported by the Company's
Board of Directors. A change of control is defined for purposes of the Plan as
either a third person becoming the beneficial owner of 20% or more of the voting
securities of the Company or a situation where, as a result of, or in connection
with, a cash tender or exchange offer, merger or other business combination,
sale of assets or contested election of directors, or any combination of such
transactions, where the persons who were directors of the Company before the
transaction cease to constitute a majority of the Board of Directors.
WITHDRAWALS AND TERMINATION OF EMPLOYMENT -
A participant may withdraw the value of his after-tax contributions to
the Plan at any time and for any reason during the year, with a minimum
withdrawal of $500. The participant's pre-tax contributions and the vested
account balances from the Company contributions will be available to the
participant upon termination of employment or severe and immediate financial
hardship. A participant who has attained age 59 1/2 may withdraw the value of
his pre-tax contributions.
In the event of normal retirement, total and permanent disability or
death while actively employed, the full value of the participant's account
balance, including nonvested interests in such accounts, will be distributed to
the participant or his beneficiaries. In the event of severe and immediate
financial hardship, the entire value or a portion of the value of the
participant's account balance may be distributed to the participant, with a
minimum withdrawal of $500.
Distributions from the Weatherford Enterra, Inc. Common Stock Fund
may be in the Company's Common Stock or cash, as elected by the participant.
(See Note 4.)
LOANS TO PARTICIPANTS -
Upon application by any participant of the Plan, subject to such rules
as the Committee may establish, the Committee may in its discretion direct the
Trustee to make a loan to such participant, not to exceed 50% of the
participant's vested balance, and never more than $50,000.
Any loan made pursuant to the Plan will bear interest, to be determined
quarterly by the Committee, which was prime plus 1% during 1997 and 1996.
The Trustee funds a participant's loan by liquidating, on a pro rata
basis, the investments of the portions of the assets of the account or accounts
from which the participant's loan is to be made. The loan is secured by a pledge
of such participant's vested balance. As a condition to authorizing any loan,
the Committee requires the participant to authorize the Company to make payroll
deductions payable to the Trustee in repayment of such participant's loan plus
interest. Any such loan requires level amortization with payments not less
frequently than quarterly and must be repaid within five years unless the loan
is to be used to acquire the principal residence of the participant, in which
case the loan must be repaid within ten years.
THE TRUSTEE AND PURCHASES OF INVESTMENTS -
The Trustee maintains custody of the Plan's assets and uses participant
and Company contributions to make investments in accordance with the Plan
agreement. The Common Stock may be purchased on the open market or from the
Company by the Trustee at a price equal to the closing price of the Common Stock
on the national securities exchange on which the Common Stock is then listed.
The market value per share of Common Stock was $43.75 and $30.00 on December 31,
1997 and 1996, respectively.
AMENDMENT, SUSPENSION AND TERMINATION -
Although the Company has not expressed an intent to do so, it has the
right to suspend or terminate any or all provisions of the Plan at any time,
except that no such action shall be taken which will, in the Committee's
judgment, retroactively affect the rights of participants adversely.
F-8
11
(3) FEDERAL INCOME TAX STATUS -
The Plan obtained its latest determination letter on April 15, 1998, in
which the Internal Revenue Service stated that the Plan, as then designed, was
in compliance with the applicable requirements of the Internal Revenue Code. The
Plan has been amended since receiving the determination letter. However, the
Committee believes that the Plan is currently designed and being operated in
compliance with the applicable requirements of the Internal Revenue Code.
Therefore, they believe that the Plan was qualified and the related trust was
tax exempt as of the financial statement dates.
(4) SUBSEQUENT EVENT -
On May 27, 1998, EVI, Inc. completed its previously announced merger
with the Company. EVI, Inc. is the surviving company and changed its name to EVI
Weatherford, Inc. Under the terms of the merger agreement, Weatherford
stockholders received 0.95 of a share of EVI common stock for each share of
Weatherford Enterra, Inc. common stock held.
The Company is currently unable to predict the timing or the ultimate
impact that these recent developments will have on the Plan.
F-9
12
SCHEDULE I
WEATHERFORD ENTERRA, INC. 401(k) SAVINGS PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1997
NUMBER
OF UNITS/ CURRENT
IDENTITY OF ISSUE DESCRIPTION OF INVESTMENT SHARES COST VALUE
- ------------------------------ ----------------------------------- ----------- ------------ --------------
The Merrill Lynch Trust Companies * Merrill Lynch Global Allocation Fund
Class A 370,705 $ 5,457,910 $ 5,241,771
The Merrill Lynch Trust Companies * Merrill Lynch Equity Index Trust 1 130,896 6,074,333 8,557,353
The Merrill Lynch Trust Companies * Merrill Lynch Corporate Bond Fund
Investment Grade Class A 220,829 2,484,402 2,535,113
The Merrill Lynch Trust Companies * Merrill Lynch Capital Fund Class A 439,886 13,787,346 15,180,476
Davis Venture Group Davis New York Venture Fund, Inc. 837,186 15,360,580 18,694,362
The Merrill Lynch Trust Companies * Merrill Lynch Retirement Preservation
Trust 19,030,763 19,030,763 19,030,763
The Merrill Lynch Trust Companies * Merrill Lynch USA Government
Reserve Fund 123,108 123,108 123,108
Weatherford Enterra, Inc. * Common Stock of Weatherford
Enterra, Inc. 324,363 9,147,821 14,190,878
The Plan * Participant Loans-interest rates ranging
from 6% to 10.5% per annum 4,582,702 4,582,702
------------- -------------
TOTAL ASSETS HELD FOR INVESTMENT
PURPOSES $ 76,048,965 $ 88,136,526
============= =============
* Party-in-interest
F-10
13
SCHEDULE II
WEATHERFORD ENTERRA, INC., INC. 401(k) SAVINGS PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS - SERIES
FOR THE YEAR ENDED DECEMBER 31, 1997
Series of transactions during the year in excess of 5 percent of current value
of plan assets as of January 1, 1997 are as follows:
PURCHASE TRANSACTIONS
TOTAL
IDENTITY OF PARTY NUMBER OF PURCHASE NUMBER OF
INVOLVED DESCRIPTION OF ASSET TRANSACTIONS PRICE (1) TRANSACTIONS
-------- -------------------- ------------ --------- ------------
The Merrill Lynch Trust Merrill Lynch Global Allocation
Companies* Fund Class A 287 $4,943,049 279
The Merrill Lynch Trust Merrill Lynch Equity Index
Companies* Trust 1 324 4,748,670 282
The Merrill Lynch Trust Merrill Lynch Corporate Bond
Companies* Fund Investment Grade Class A 226 2,182,993 293
The Merrill Lynch Trust Merrill Lynch Capital Fund
Companies* Class A 430 8,835,680 449
Davis Venture Group Davis New York Venture Fund 532 13,288,024 484
The Merrill Lynch Trust Merrill Lynch Retirement
Companies* Preservation Trust 758 13,676,236 585
Companies
Weatherford Enterra, Common Stock of Weatherford
Inc.* Enterra, Inc. 441 6,569,613 347
SALES TRANSACTIONS
TOTAL
IDENTITY OF PARTY SELLING COST OF NET
INVOLVED DESCRIPTION OF ASSET PRICE(1) ASSETS SOLD GAIN (LOSS)
-------- -------------------- -------- ----------- -----------
The Merrill Lynch Trust Merrill Lynch Global Allocation
Companies* Fund Class A $1,227,353 $1,154,981 $72,372
The Merrill Lynch Trust Merrill Lynch Equity Index
Companies* Trust 1 1,913,197 1,487,769 425,428
The Merrill Lynch Trust Merrill Lynch Corporate Bond
Companies* Fund Investment Grade Class A 643,591 635,409 8,182
The Merrill Lynch Trust Merrill Lynch Capital Fund
Companies* Class A 2,689,228 2,427,322 261,906
Davis Venture Group Davis New York Venture Fund 3,872,116 3,215,938 656,178
The Merrill Lynch Trust Merrill Lynch Retirement
Companies* Preservation Trust 9,202,158 9,202,158 --
Companies
Weatherford Enterra, Common Stock of Weatherford
Inc.* Enterra, Inc. 9,090,488 6,489,532 2,600,956
* Party-in-interest transactions.
(1) Current value at transaction date.
F-11
14
SCHEDULE III
WEATHERFORD ENTERRA, INC. 401(k) SAVINGS PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS - SINGLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1997
Single transactions during the year in excess of 5 percent of current value of
plan assets as of January 1, 1997 are as follows:
PURCHASE TRANSACTIONS
TOTAL
IDENTITY OF PARTY NUMBER OF PURCHASE NUMBER OF
INVOLVED DESCRIPTION OF ASSET TRANSACTIONS PRICE (1) TRANSACTIONS
------------------- -------------------- ------------ --------- ------------
The Merrill Lynch Trust Merrill Lynch Capital Fund
Companies* Class A 1 $2,725,653 --
SALES TRANSACTIONS
TOTAL HISTORICAL
IDENTITY OF PARTY SELLING COST OF NET
INVOLVED DESCRIPTION OF ASSET PRICE(1) ASSET GAIN (LOSS)
------------------- -------------------- -------- ----- -----------
The Merrill Lynch Trust Merrill Lynch Capital Fund
Companies* Class A $ -- $ -- $ --
* Party-in-interest transactions.
(1) Current value at transaction date.
F-12
15
SCHEDULE IV
WEATHERFORD ENTERRA, INC. 401(k) SAVINGS PLAN
ITEM 27e - SCHEDULE OF NONEXEMPT TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1997
Relationship to Plan Description of Transactions Including Maturity Date
Identity of Party Involved Employer or Other Party in Interest Rate of Interest, Collateral and Par or Maturity Value
- -------------------------- ----------------------------------- ------------------------------------------------------
Weatherford Enterra, Inc. Employer Lending of monies from the Weatherford Enterra, Inc.
401(k) Savings Plan to the Employer - July 1997
employee contributions of Enterra Compressions
Company not remitted until August 26, 1997. Interest of
5.89% for the period.
Interest
Relationship to Plan Amount Incurred
Identity of Party Involved Employer or Other Party in Interest Loaned On Loan
- -------------------------- ----------------------------------- --------- --------
Weatherford Enterra, Inc. Employer
$ 119,251 $ 1,133
NOTE: The interest will be paid to the Plan in 1998.
F-13
16
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Plan Administrative Committee has duly caused this annual report to
be signed on its behalf by the undersigned hereunto duly authorized.
WEATHERFORD ENTERRA, INC. 401(k) SAVINGS PLAN
June 29, 1998 By JON R. NICHOLSON
-----------------------------------------
Jon R. Nicholson
Vice President of Human Resources
for EVI Weatherford, Inc.
Member of the Plan Administrative Committee
F-14
17
EXHIBIT INDEX
EXHIBIT
INDEX DESCRIPTION
- ------- -----------
23.1 Consent of Arthur Andersen LLP