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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 18, 1999
WEATHERFORD INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 1-13086 04-2515019
(State or other Jurisdiction (Commission File No.) (I.R.S. Employer
of Incorporation) 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
EARNINGS RELEASE
On February 18, 1999, Weatherford International, Inc., a Delaware
corporation (the "Company"), announced its results for the year and quarter
ended December 31, 1998. A copy of the press release announcing the Company's
results for the year and quarter ended December 31, 1998, is filed as Exhibit
99.1 and is hereby incorporated herein by reference.
CHRISTIANA ACQUISITION
On February 8, 1999, the Company effected the acquisition of Christiana
Companies, Inc., a Wisconsin corporation ("Christiana"), through a merger (the
"Merger") of a wholly owned subsidiary of the Company with and into Christiana.
The Merger was effected pursuant to an Amended and Restated Agreement and Plan
of Merger dated as of October 14, 1998, as amended, by and between the Company,
Christiana Acquisition, Inc., a Wisconsin corporation and wholly owned
subsidiary of the Company, Christiana and C2, Inc., a Wisconsin corporation. As
consideration for the acquisition, the prior shareholders of Christiana will
receive (i) approximately 4.4 million shares of the Company's common stock,
$1.00 par value per share ("Company Common Stock"), and (ii) cash consideration
to be determined within 30 days after February 8, 1999. The cash consideration
to be paid by the Company to the former shareholders of Christiana will be
determined by the amount of cash held by Christiana at the time of the Merger in
excess of its accrued unpaid taxes, without giving effect to the value of
certain tax deductions to be retained by Christiana, and its fixed liabilities
at the time of the Merger.
A copy of the press release announcing the closing of the Merger is
filed as Exhibit 99.2 and is hereby incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits.
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10.1 - Agreement and Plan of Merger dated as of December 12,
1997, by and among EVI, Inc., Christiana Acquisition,
Inc., Christiana Companies, Inc. and C2, Inc.
(incorporated by reference to Exhibit No. 2.1 to Form
8-K, File 1-13086, filed December 31, 1997).
10.2 - Agreement dated as of December 12, 1997, by and among
EVI, Inc., Christiana Companies, Inc., Total Logistic
Control, LLC and C2, Inc. (incorporated by reference
to Exhibit No. 2.2 to Form 8-K, File 1-13086, filed
December 31, 1997).
10.3 - 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 (Registration No. 333-58741)).
10.4 - 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, as amended (Registration No.
333-65663)).
10.5 - 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, as amended (Registration No.
333-65663)).
10.6 - 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, as
amended (Registration No. 333-65663)).
10.7 - 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 2.21 to the Registration
Statement on Form S-4, as amended (Registration No.
333-65663)).
99.1 - Press release of the Company dated February 18, 1999,
announcing the Company's results for the year and
quarter ended December 31, 1998.
99.2 - Press Release of the Company dated February 8, 1999,
announcing the closing of the Merger.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
WEATHERFORD INTERNATIONAL, INC.
Dated: February 18, 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 Agreement and Plan of Merger dated as of December 12,
1997, by and among EVI, Inc., Christiana Acquisition,
Inc., Christiana Companies, Inc. and C2, Inc.
(incorporated by reference to Exhibit No. 2.1 to Form
8-K, File 1-13086, filed December 31, 1997).
10.2 Agreement dated as of December 12, 1997, by and among
EVI, Inc., Christiana Companies, Inc., Total Logistic
Control, LLC and C2, Inc. (incorporated by reference to
Exhibit No. 2.2 to Form 8-K, File 1-13086, filed
December 31, 1997).
10.3 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 (Registration No. 333-58741)).
10.4 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, as amended (Registration No. 333-65663)).
10.5 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, as amended (Registration No. 333-65663)).
10.6 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, as amended
(Registration No. 333-65663)).
10.7 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 2.21 to the Registration Statement on Form
S-4, as amended (Registration No. 333-65663)).
99.1 Press Release of the Company dated February 18, 1999,
announcing the Company's results for the year and
quarter ended December 31, 1998.
99.2 Press Release of the Company dated February 8, 1999,
announcing the closing of the Merger.