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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): FEBRUARY 4, 1999
WEATHERFORD INTERNATIONAL, INC.
(Exact name of registrant as specified in charter)
DELAWARE 1-13086 04-2515019
(State of Incorporation) (Commission File No.) (I.R.S. Employer Identification No.)
5 POST OAK PARK, SUITE 1700
HOUSTON, TEXAS 77027-3415
(Address of Principal Executive Offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (713) 297-8400
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EXHIBIT INDEX APPEARS ON PAGE 5
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ITEM 5. OTHER EVENTS
On February 2, 1999, Weatherford International, Inc., a Delaware
corporation (the "Company"), and General Electric Capital Corporation, a New
York corporation ("GECC"), completed the formation of a joint venture into
which both the Company and GECC contributed their gas compression business and
related assets and operations (the "Joint Venture"). The Joint Venture was
formed pursuant to the terms of a Formation Agreement dated as of February
2,1999, by and among the Company, Weatherford Enterra Compression Company,
L.P., a wholly owned subsidiary of the Company, GECC and Global Compression
Services, Inc., a wholly owned subsidiary of GECC. The Company beneficially
owns 64% of the Joint Venture and GECC beneficially owns 36% of the Joint
Venture.
A copy of the press release announcing the formation of the Joint
Venture is filed as Exhibit 99.1 and is hereby incorporated herein by reference.
This Current Report includes or incorporates by reference certain
statements relating to future results of the Company, including certain
projections and business trends. The Company believes these statements
constitute "forward- looking statements" as defined in the Private Securities
Litigation Reform Act of 1995. Certain risks and uncertainties may cause
actual results to be materially different from projected results and industry
trends contained in forward- looking statements in this Current Report. Such
risks and uncertainties include, but are not limited to, the following: future
prices of oil and gas and their effect on the demand and pricing of the
Company's and the Joint Venture's products and services; any material decline
in the current worldwide rig count or drilling activity; the ability of the
Company to achieve cost savings from the recent merger between EVI, Inc. and
Weatherford Enterra, Inc.; the ability of the Company to successfully integrate
its compression business with GECC's compression business; the Joint Venture's
ability to achieve costs savings from the combined compression businesses of
the Company and Global; the Company's ability to penetrate new and existing
markets with the new products and services acquired in recent transactions and
the Company's ability to integrate such operations and acquisitions; any
unexpected Year 2000 problems that arise during the implementation of the
Company's Year 2000 program; a material decline in the Chinese economy or
devaluation of its currency or further deterioration of the Asian and world
economies; any unexpected material political event that would affect the oil
and gas industry or particular oil producing countries in which the Company or
the Joint Venture operates; any material decline in currency rates in countries
in which the Company or Joint Venture operates; or any unexpected litigation or
legal disputes. These risks and uncertainties are more fully described in the
Company's filings with the Securities Exchange Commission under the Securities
Exchange Act of1934 and the Securities Act of 1933. Should one or more of
these risks or uncertainties materialize, actual results and trends may vary in
material aspects from those currently anticipated.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits
10.1 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.
10.2 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.
10.3 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.
10.4 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.
99.1 Press release of the Company dated February 3, 1999,
announcing the formation of the Joint Venture.
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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: February 4, 1999 /s/ Curtis W. Huff
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Curtis W. Huff
Senior Vice President,
General Counsel and Secretary
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INDEX TO EXHIBITS
Number Exhibit
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10.1 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.
10.2 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.
10.3 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.
10.4 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.
99.1 Press release of the Company dated February 3, 1999, announcing the
formation of Weatherford Global.
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