-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WSdTFuKcCOsqufiPtfoTMRS8kL6FvCYJRsuaipaOJx5RCLAgLn7XFFmZ0Fz3iTPp Tz4u069dxv+rwjP+vgVD3A== /in/edgar/work/0000914334-00-000013/0000914334-00-000013.txt : 20001114 0000914334-00-000013.hdr.sgml : 20001114 ACCESSION NUMBER: 0000914334-00-000013 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20001113 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: UNIVERSAL COMPRESSION HOLDINGS INC CENTRAL INDEX KEY: 0001057234 STANDARD INDUSTRIAL CLASSIFICATION: [7359 ] IRS NUMBER: 133989167 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-59115 FILM NUMBER: 761434 BUSINESS ADDRESS: STREET 1: 4440 BRITTMOORE RD CITY: HOUSTON STATE: TX ZIP: 77041 BUSINESS PHONE: 7134664103 MAIL ADDRESS: STREET 1: 4440 BRITTMOORE RD CITY: HOUSTON STATE: TX ZIP: 77041 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HELTON REUBEN JAMES TRUST 1/24/2000 CENTRAL INDEX KEY: 0001124800 STANDARD INDUSTRIAL CLASSIFICATION: [ ] FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 6841 DEEPWATER POINT ROAD CITY: WILLAIMSBURG STATE: MI ZIP: 49690 BUSINESS PHONE: 2319382673 MAIL ADDRESS: STREET 1: 6841 DEEPWATER POINT ROAD CITY: WILLIAMSBURG STATE: MI ZIP: 49690 SC 13G/A 1 0001.txt OMB APPROVAL OMB Number: 3235-0145 Expires: October 31, 2002 Estimated average burden Hours per response. . . . 14.9 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 to SCHEDULE 13G Under the Securities Exchange Act of 1934 Universal Compression Holdings, Inc. (Name of Issuer) Common Stock, $.01 par value per share (Title of Class of Securities) 913431 10 2 (CUSIP Number) October 26, 2000 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [ x ] Rule 13d-1(c) [ ] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 913431 10 2 1) NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) The Reuben James Helton Trust Dated January 24, 2000 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ ] 3) SEC USE ONLY 4) CITIZENSHIP OR PLACE OF ORGANIZATION Texas 5 SOLE VOTING POWER NUMBER 1,278,580 shares of Common Stock SHARES --------------------------------------------------------------- - ----------- BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 0 shares of Common Stock EACH -------------------------------------------------------------- - ------------ REPORTING 7 SOLE DISPOSITIVE POWER PERSON 1,278,580 shares of Common Stock WITH -------------------------------------------------------------- - ------------ 8 SHARED DISPOSITIVE POWER 0 shares of Common Stock 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,278,580 shares of Common Stock 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.7% 12 TYPE OF REPORTING PERSON (See Instructions) 00 1) NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Jerry Overholt 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ ] 3) SEC USE ONLY 4) CITIZENSHIP OR PLACE OF ORGANIZATION United States 5 SOLE VOTING POWER NUMBER 1,278,580 shares of Common Stock SHARES -------------------------------------------------------------- - ------------ BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 0 shares of Common Stock EACH --------------------------------------------------------------- - ----------- REPORTING 7 SOLE DISPOSITIVE POWER PERSON 1,278,580 shares of Common Stock WITH ------------------------------------------------------------ - -------------- 8 SHARED DISPOSITIVE POWER 0 shares of Common Stock 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,278,580 shares of Common Stock 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) N/A 12 TYPE OF REPORTING PERSON (See Instructions) IN 1) NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Garlin Rhymes 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ ] 3) SEC USE ONLY 4) CITIZENSHIP OR PLACE OF ORGANIZATION United States 5 SOLE VOTING POWER NUMBER 0 shares of Common Stock SHARES ------------------------------------------------------------- - ------------- BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 0 shares of Common Stock EACH -------------------------------------------------------------- - ------------ REPORTING 7 SOLE DISPOSITIVE POWER PERSON 0 shares of Common Stock WITH --------------------------------------------------------------- - ----------- 8 SHARED DISPOSITIVE POWER 0 shares of Common Stock 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON N/A 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) N/A 12 TYPE OF REPORTING PERSON (See Instructions) IN Item 1(a) Name of Issuer: Universal Compression Holdings, Inc., a Delaware corporation Item 1(b) Address of Issuer's Principal Executive Offices: 4440 Brittmore Road, Houston, Texas 77041 Item 2(a) Name of Person filing: The Reuben James Helton Trust Dated January 24, 2000 (the "Trust") Jerry Overholt, individually and as Trustee of the Trust Garlin Rhymes This is a single, joint filing pursuant to Rule 13d-l(k)(i) under the Act. Neither this filing nor anything contained herein shall be deemed an admission that a "group" within the meaning of Section 13(d)(3) of the Act exists. Item 2(b) Address of Principal Business Office or, if none, Residence: (i) The Rueben James Helton Trust Dated January 24, 2000 Jerry Overholt, Trustee 1660 Barlow St. Traverse City, Michigan 49686 (ii) Jerry Overholt 1660 Barlow St. Traverse City, Michigan 49686 (iii) Garlin Rhymes 24106 Bay Hill Boulevard Katy, Texas 77494 Item 2(c) Citizenship: Jerry Overholt is a United States citizen. Garlin Rhymes is a United States citizen. The Trust has a situs in and is governed by the law of Texas. The Trust was established by Reuben James Helton as a revocable grantor trust. Upon Mr. Helton's death on October 15, 2000, the Trust became irrevocable. Garlin Rhymes became the trustee of the Trust effective upon Mr. Helton's death. On October 26, 2000, Mr. Rhymes resigned as Trustee and Jerry Overholt became successor trustee of the Trust. Item 2(d) Title of Class of Securities: Common Stock, $.01 par value per share Item 2(e) CUSIP Number: 913431 10 2 Item 3. If this statement was filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: (a) [ ] Broker or Dealer registered under Section 15 of the Act (15 U.S.C. 78o). (b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). (c) [ ] Insurance Company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). (d) [ ] Investment Company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e) [ ] An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E); (f) [ ] An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F); (g) [ ] A parent holding company or control person in accordance with 240.13d-1(b)(ii)(G); (h) [ ] A savings associations as defined in Section 13(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) [ ] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (h) [ ] Group, in accordance with 240.13d-1(b)(1)(ii)(J). If this statement is filed pursuant to Rule 13d-1(c), check this box: [ x ] Item 4. Ownership. (i) The following reflects ownership information for each of the Trust and Jerry Overholt as Trustee of the Trust. (a) Amount Beneficially Owned: 1,278,580 (b) Percent of Class: 8.7% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 1,278,580 (ii) shared power to vote or to direct the vote: 0 (iii) sole power to dispose or to direct the disposition of: 1,278,580 (iv) shared power to dispose or to direct the disposition of: 0 (ii) The following reflects ownership information for Garlin Rhymes. Mr. Rhymes ceased to have any beneficial ownership of the shares upon his resignation as Trustee of the Trust effective October 26, 2000. (a) Amount Beneficially Owned: 0 (b) Percent of Class: N/A (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 0 (ii) shared power to vote or to direct the vote: 0 (iii) sole power to dispose or to direct the disposition of: 0 (iv) shared power to dispose or to direct the disposition of: 0 Item 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ]. The Trust continues to own the securities of the issuer subject to this filing. Garlin Rhymes ceased to be Trustee of the Trust and to have any voting, dispositive or other interest in the securities of the issuer subject to this filing upon his resignation as trustee on October 26, 2000. Mr. Rhymes disclaims any beneficial ownership with respect to such securities. Item 6. Ownership of More than Five Percent on Behalf of Another Person. The Trustee has the authority to distribute assets of the Trust, including securities of the issuer and the proceeds thereof, to the beneficiaries of the Trust. None of the beneficiaries of the trust has voting or dispositive power with respect to such securities. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. Not applicable. Item 8. Identification and Classification of Members of the Group. Not applicable. Item 9. Notice of Dissolution of Group. Not applicable. Item 10. Certification. Each Reporting Person hereby makes the following certification: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE After reasonable inquiry and to the best of knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: October 31, 2000 THE REUBEN JAMES HELTON TRUST By: /s/ Jerry Overholt, Trustee /s/ Jerry Overholt, individually /s/ Garlin Rhymes, individually JOINT FILING AGREEMENT Pursuant to Rule 13d-1 (k) (1) of the general rules and Regulations of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of this amendment to the statement on Schedule 13G and any subsequent amendments thereto. DATED: October 31, 2000 The Reuben James Helton Trust Dated January 24, 2000 By: /s/ Jerry Overholt, Trustee By: /s/ Jerry Overholt, individually /s/ Garlin Rhymes, individually Exhibits Exhibit 1 Agreement regarding the joint filing of this Amendment to Schedule 13G. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. Exhibit 1 -----END PRIVACY-ENHANCED MESSAGE-----