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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): January 2, 2001
UNIVERSAL COMPRESSION HOLDINGS, INC.
UNIVERSAL COMPRESSION, INC.
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(Exact names of registrants as specified in their charters)
DELAWARE 001-15843 13-3989167
TEXAS 333-48279 74-1282680
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(States or other jurisdictions (Commission File (IRS Employer
of incorporation) Numbers) Identification Nos.)
4440 BRITTMOORE ROAD, HOUSTON, TEXAS 77041
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(Address of principal executive offices) (Zip Code)
(713) 335-7000
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(Registrants' telephone number, including area code)
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Item 5. Other Events
Definitive Proxy Statement Filed. Universal Compression Holdings, Inc.,
a Delaware corporation (the "Company"), filed a definitive proxy statement (the
"Definitive Proxy Statement") with the Securities and Exchange Commission on
January 2, 2001 seeking approval by its shareholders of the issuance of
13,750,000 shares of the Company's common stock, par value $0.01 per share, to
WEUS Holding, Inc., pursuant to the Agreement and Plan of Merger dated as of
October 23, 2000 by and among the Company, Universal Compression, Inc., a Texas
corporation and wholly owned subsidiary of the Company ("UCI"), Weatherford
International, Inc., a Delaware corporation ("Weatherford"), WEUS Holding, Inc.,
a Delaware corporation and wholly owned subsidiary of Weatherford ("WEUS"), and
Enterra Compression Company, a Delaware corporation and wholly owned subsidiary
of WEUS ("Enterra"), which provides for the merger of Enterra with and into UCI
(the "Merger"). The Company is also seeking shareholder approval of an amendment
to the Company's Incentive Stock Option Plan that would increase the number of
shares available for issuance under the plan by 1,100,000 shares to a total of
3,012,421 shares. The Definitive Proxy Statement is incorporated herein by
reference.
The Merger is subject to various conditions, including the approval by
the Company's shareholders of the share issuance, the refinancing of
indebtedness, to the extent required, and operating lease arrangements of the
Company and Weatherford Global Compression Services, L.P. ("Weatherford
Global"), which is discussed below, regulatory approvals and other customary
conditions. The waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 expired December 14, 2000. There can be no assurance
that the Merger will be consummated, or that any or all of the new indebtedness
and operating lease arrangements will be obtained or, if obtained, will be on
favorable terms.
The Definitive Proxy Statement includes certain unaudited pro forma
combined condensed financial information and historical financial statements in
connection with the proposed Merger. Such pro forma information is based on the
Company's and Enterra's historical financial statements and has been prepared to
illustrate the effect of the proposed Merger. The unaudited pro forma combined
condensed information is provided for informational purposes only and does not
purport to represent what the Company's financial position or results of
operations would actually have been had the Merger occurred on such dates or to
project its results of operations or financial position for any future period.
Proposed Refinancing of Indebtedness. If the proposed Merger is
consummated, the Company will refinance its existing indebtedness, to the extent
required, and operating lease arrangements, as well as Weatherford Global's, as
described in the Definitive Proxy Statement in the Liquidity and Capital
Resources subsection of Management's Discussion and Analysis of Financial
Condition and Results of Operations of Universal. The Company issued a press
release on January 2, 2001 announcing the commencement of a tender offer with
respect to UCI's 9 7/8% Senior Discount Notes due 2008, as well as a consent
solicitation seeking to amend the indenture governing these notes to eliminate
substantially all the restrictive covenants. The total consideration to be paid
for each validly tendered note and properly delivered consent will be equal to
approximately 101.5% of the accreted value of the notes plus unpaid interest,
the
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payment of which is conditioned upon consummation of the proposed Merger. A
copy of the press release, which is incorporated by reference, is filed herewith
as Exhibit 99.2.
Officers of the Company. The Company's employment agreement with
Valerie L. Banner, who served as the Company's Senior Vice President and General
Counsel, was terminated without cause effective December 8, 2000. Ms. Banner
will continue to assist the Company as needed with the proposed new financing
arrangements and other legal matters. Mark L. Carlton joined the Company as
Senior Vice President and Co-General Counsel in October 2000 and, effective
December 8, 2000, became the Company's Senior Vice President and General
Counsel.
The statements contained herein that are not historical are
forward-looking statements made pursuant to the Safe Harbor provisions of the
Private Securities Litigation Reform Act of 1995, which are subject to risks and
uncertainties that could cause actual results and events to differ materially
from those expressed in the forward-looking statement. Such risks and
uncertainties include, but are not limited to, costs and difficulties related to
failure of the parties to satisfy closing conditions, the availability of
financing for the transactions described above, the integration of acquired
businesses, costs, delays, and any other difficulties related to the Merger,
future financial and operational results, competition, general economic
conditions, ability to manage and continue growth, risks of international
operations and other factors detailed in the Company's Definitive Proxy
Statement, Annual Report on Form 10-K and other filings with the Securities and
Exchange Commission. The Company disclaims any intention or obligation to revise
or update any forward-looking statements whether as a result of new information,
future events, or otherwise.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
Exhibit No. Description
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23.1 Consent of Deloitte & Touche LLP for Universal
Compression Holdings, Inc.
23.2 Consent of Arthur Andersen LLP for Enterra
Compression Company and Weatherford Compression.
23.3 Consent of KPMG LLP for Global Compression Holdings,
Inc.
99.1 Definitive Proxy Statement of Universal Compression
Holdings, Inc. dated December 27, 2000 as filed with
the Securities and Exchange Commission (Commission
File No. 001-15843) (incorporated herein by
reference).
99.2 Press Release of Universal Compression, Inc. dated
January 2, 2001.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrants have duly caused this report to be signed on their behalf by the
undersigned hereunto duly authorized.
UNIVERSAL COMPRESSION HOLDINGS, INC.
UNIVERSAL COMPRESSION, INC.
(Registrants)
Date: January 2, 2001 By: /s/ RICHARD W. FITZGERALD
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Richard W. FitzGerald
Senior Vice President and Chief Financial
Officer
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EXHIBIT INDEX
Exhibit No. Description
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23.1 Consent of Deloitte & Touche LLP for Universal
Compression Holdings, Inc.
23.2 Consent of Arthur Andersen LLP for Enterra
Compression Company and Weatherford Compression.
23.3 Consent of KPMG LLP for Global Compression Holdings,
Inc.
99.1 Definitive Proxy Statement of Universal Compression
Holdings, Inc. dated December 27, 2000 as filed with
the Securities and Exchange Commission (Commission
File No. 001-15843) (incorporated herein by
reference).
99.2 Press Release of Universal Compression, Inc. dated
January 2, 2001.