-----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, BtpcdC4xgWTWxAjGrNGBXLcfpqDC3v1nAucZwaM+bJUdmQji4iSeAvhKNkyOhoxb Rr394i/4xvkHIZx6uNGGvg== /in/edgar/work/20001103/0000950129-00-005264/0000950129-00-005264.txt : 20001106 0000950129-00-005264.hdr.sgml : 20001106 ACCESSION NUMBER: 0000950129-00-005264 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20001103 GROUP MEMBERS: WEATHERFORD INTERNATIONAL INC /NEW/ GROUP MEMBERS: WEUS HOLDING INC 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 13D/A SEC ACT: SEC FILE NUMBER: 005-59115 FILM NUMBER: 752944 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: WEATHERFORD INTERNATIONAL INC /NEW/ CENTRAL INDEX KEY: 0000032908 STANDARD INDUSTRIAL CLASSIFICATION: [3533 ] IRS NUMBER: 042515019 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 515 POST OAK BLVD STREET 2: SUITE 600 CITY: HOUSTON STATE: TX ZIP: 77027-3415 BUSINESS PHONE: 7132978400 MAIL ADDRESS: STREET 1: 5 POST OAK PARK STREET 2: STE 1760 CITY: HOUSTON STATE: TX ZIP: 77027-3415 FORMER COMPANY: FORMER CONFORMED NAME: EVI WEATHERFORD INC DATE OF NAME CHANGE: 19980528 FORMER COMPANY: FORMER CONFORMED NAME: EVI INC DATE OF NAME CHANGE: 19980226 FORMER COMPANY: FORMER CONFORMED NAME: ENERGY VENTURES INC /DE/ DATE OF NAME CHANGE: 19920703 SC 13D/A 1 h81469a1sc13da.txt WEATHERFORD INT'L INC F/UNIVERSAL COMPRESSION HLDG 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)* Universal Compression Holdings, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 913431 10 2 -------------------------- (CUSIP Number) Curtis W. Huff Weatherford International, Inc. 515 Post Oak Boulevard, Suite 600 Houston, Texas 77027 (713) 693-4000 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 2, 2000 --------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Section 240.13d-1(e),Section 240.13d-1(f) or Section 240.13d-1(g), check the following box [ ]. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. *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 disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not 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). Page 1 of 6 Pages 2 SCHEDULE 13D CUSIP NO. 9134341 10 2 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS WEUS Holding, Inc. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* SC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 9,471,346 shares BENEFICIALLY ----------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH REPORTING 9,773,528 shares PERSON ----------------------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER 13,750,000 shares ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 3,124,848 shares - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 19,244,874 shares - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 67.7% (based upon the number of shares outstanding on October 20, 2000 and the number of shares to be issued by Universal in the Merger) - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT Page 2 of 6 Pages 3 SCHEDULE 13D CUSIP NO. 9134341 10 2 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Weatherford International, Inc. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* SC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 9,471,346 shares BENEFICIALLY ----------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH REPORTING 9,773,528 shares PERSON ----------------------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER 13,750,000 shares ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 3,124,848 shares - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 19,244,874 shares - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 67.7% (based upon the number of shares outstanding on October 20, 2000 and the number of shares to be issued by Universal in the Merger) - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT Page 3 of 6 Pages 4 INTRODUCTORY STATEMENT On November 2, 2000, certain of the persons with whom the Reporting Persons share dispositive and/or voting power of shares of Universal Common Stock filed with the Securities and Exchange Commission an Amendment No. 1 to Schedule 13D (the "Castle Harlan Amendment"). This Amendment No. 1 to Schedule 13D (this "Amendment") is being filed by the Reporting Persons solely to update the information previously provided in Item 5 with respect to those persons with whom voting and/or dispositive power is shared and to file as an exhibit hereto the updated information contained in Items 2, 5 and 6 of the Castle Harlan Amendment. Except as specifically provided herein, this Amendment does not modify any of the information previously reported in the Reporting Persons' original Schedule 13D filed with the Securities and Exchange Commission on November 2, 2000 (the "Original Schedule 13D"). ITEM 5. INTEREST IN SECURITIES OF THE ISSUER The fourth paragraph under section (b) of Item 5 of the Original Schedule 13D is hereby amended and restated in its entirety as follows: The information with respect to each person with whom the Reporting Persons share the power to vote or to direct the vote or to dispose or direct the disposition of shares of Universal Common Stock prior to the effective time of the Merger is based solely upon the public filings of such persons and is incorporated herein by reference to (1) the information included in Items 2, 5, 6 and Schedule I of the Schedule 13D with respect to Universal Common Stock filed on June 9, 2000 by Castle Harlan and the other reporting persons named therein (the "Castle Harlan 13D"), which Items and Schedule are filed as Exhibit G hereto, and (2) the information included in Items 2, 5 and 6 of the Castle Harlan Amendment, which Items and Schedule are filed as Exhibit M hereto. In addition, the two Voting Trust Agreements, the Voting Agreement and the First Amendment to Voting Agreement referred to therein are filed hereto as Exhibits H, I, J and K, respectively, and are incorporated herein by reference. References to the term "Shares" in Exhibit G hereto refer to shares of Universal Common Stock, and the other defined terms used therein have the meanings given such terms therein. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Item 7 is hereby amended and supplemented to include the following: M. Items 2, 5 and 6 of Amendment No. 1 to Schedule 13D filed with the Securities and Exchange Commission with respect to Universal Common Stock on November 2, 2000 by Castle Harlan and the reporting persons named therein. Page 4 of 6 Pages 5 SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: November 3, 2000 WEATHERFORD INTERNATIONAL, INC. By: /s/ Burt M. Martin ----------------------------------------- Name: Burt M. Martin Title: Vice President - Legal WEUS HOLDING, INC. By: /s/ Burt M. Martin ----------------------------------------- Name: Burt M. Martin Title: Assistant Secretary Page 5 of 6 Pages 6 EXHIBIT INDEX M. Items 2, 5 and 6 of Amendment No. 1 to Schedule 13D filed with the Securities and Exchange Commission with respect to Universal Common Stock on November 2, 2000 by Castle Harlan and the reporting persons named therein. Page 6 of 6 Pages EX-99.M 2 h81469a1ex99-m.txt ITEMS 2, 5 & 6 OF AMEND.NO.1 TO SC 13D BY C.HARLAN 1 Item 2. Identity and Background. Subsections (a)(xi) through (a)(xxxiii) of Item 2 are hereby amended and restated as follows: (xi) Castle Harlan, Inc. ("CHI"), a Delaware corporation, in connection with Shares owned directly by CHP III, CH Offshore, CH Affiliates and the Co-Investors; (xii) Castle Harlan Partners III, G.P., Inc. ("CHPGP"), a Delaware corporation, in connection with the Shares owned directly by CHP III, CH Offshore, CH Affiliates and the Co-Investors; (xiii) William M. Pruellage, in connection with Shares owned by him; (xiv) Sylvia Rosen, in connection with Shares owned directly by her; (xv) Howard Weiss, in connection with Shares owned directly by him; (xvi) the Marc A. Weiss 1994 Trust (the "Marc Trust"), in connection with Shares owned directly by it; (xvii) the Michael D. Weiss 1994 Trust (the "Michael Trust"), in connection with shares owned directly by it; (xviii) Marcel Fournier, in connection with Shares owned through Tucker Anthony Inc., Custodian FBO/Marcel Fournier, IRA-R ID# 04-256629; (xix) Leonard M. Harlan, in connection with Shares owned directly by him; (xx) Samuel Urcis, in connection with Shares owned directly by him; CUSIP No. 913431-10-2 13D Page 7 of 121 Pages (xxi) David H. Chow, in connection with Shares owned directly by him; (xxii) Jeffrey M. Siegal, in connection with Shares owned directly by him; (xxiii) William J. Lovejoy, in connection with Shares owned directly by him; (xxiv) John Peter Laborde, in connection with Shares owned directly by him; 2 (xxv) Cliffe Floyd Laborde, in connection with Shares owned directly by him; (xxvi) Gary Lee Laborde, in connection with Shares owned directly by him; (xxvii) John Peter Laborde, Jr., in connection with Shares owned directly by him; (xxviii) John Tracy Laborde, in connection with Shares owned directly by him; (xxix) Mary Adrienne Laborde Parsons, in connection with Shares owned directly by her; (xxx) Castle Harlan Offshore Partners, L.P. ("CH Offshore"), a Delaware limited partnership, in connection with Shares owned directly by it; (xxxi) Castle Harlan Affiliates III, L.P. ("CH Affiliates"), a Delaware limited partnership, in connection with Shares owned directly by it; (xxxii) Branford Castle Holdings, Inc. ("Branford"), a Delaware corporation, in connection with Shares owned directly by it; (xxxiii) Frogmore Forum Family Fund, LLC ("Frogmore"), in connection with Shares owned directly by it; and (xxxiv) John K. Castle, in connection with Shares owned (A) directly by him, (B) by CHI, CHP III, CH Offshore, CH Affiliates, Branford, Frogmore, the Marc Trust, the Michael Trust, Messrs. Urcis, Pruellage, Weiss, Fournier, Chow, Siegal and Lovejoy and Ms. Rosen (collectively, the "CH Group"), (C) by the Co-Investors and (D) by John P. Laborde, Cliffe F. Laborde, Gary L. Laborde, John T. Laborde, John P. Laborde, Jr. and Mary Adrienne Laborde Parsons (collectively, the "Labordes"). 3 Item 5. Interest in Securities of the Issuer. The first paragraph of Section (a) of Item 5 is hereby amended, in its entirety, as follows: (a) The approximate aggregate percentage of Shares reported beneficially owned by each person herein is based upon the 13,260,021 Shares issued and outstanding as of August 4, 2000 as reflected in the Issuer's 10-Q filed August 14, 2000. Subsections (a)(v), (a)(xxiv), (a)(xxv), (a)(xxx) and (a)(xxxiii) of Item 5 are hereby amended and restated, in their entirety, as follows: (v) DBCP SBIC owns directly 525,269 Shares constituting approximately 4.0% of the shares outstanding. Each of Taunus, DBCP Inc., DBCP L.P. and DBCP L.L.C. may be deemed to be the beneficial owner of the Shares owned by DBCP SBIC. In addition other subsidiaries of Taunus own 155,314 Shares, which are not subject to the Voting Agreement. (xxiv) Mr. Harlan owns directly 55,175 Shares, constituting less than one percent of the shares outstanding. (xxv) CHI owns directly no Shares. By reason of the provisions of Rule 13d-3 of the Exchange Act, CHI may be deemed to beneficially own 5,208,468 Shares, constituting approximately 39.3% of the shares outstanding, of which 2,936,718 Shares are owned by CHP III, 48,142 Shares are owned by CH Offshore, 49,079 Shares are owned by CH Affiliates and 2,174,529 Shares CHP III may direct the voting of pursuant to the Voting Agreement, dated as of February 20, 1998 (the "Voting Agreement"), as amended, among the Issuer, CHP III and the Co-Investors. CHI disclaims beneficial ownership of those Shares other than those owned directly by it. (xxx) CHP III owns directly 2,936,718 Shares. By reason of the provisions of Rule 13d-3 of the Exchange Act, CHP III may be deemed to beneficially own 5,111,247 Shares, constituting approximately 38.6% of the shares outstanding, of which 535,269 Shares are owned directly by Bell Atlantic, 535,269 Shares are owned directly by First Union, 535,269 Shares are owned directly by DB, 535,269 Shares are owned directly by DuPont and 33,453 shares are owned directly by Brown. CHP III disclaims beneficial ownership of those Shares other than those owned directly by it. 4 (xxxiii) Mr. Castle owns directly 90,909 Shares. By reason of the provisions of Rule 13d-3 of the Exchange Act, CHP III may be deemed to beneficially own 5,494,874 Shares, constituting approximately 41.4% of the shares outstanding, of which (A) 2,936,718 Shares are owned directly by CHP III, (B) 2,174,529 Shares CHP III may direct the voting of pursuant to the Voting Agreement, (C) 225,820 Shares that Mr. Castle serves as voting trustee pursuant to the Voting Trust Agreement, dated as of February 20, 1998 (the "First Voting Trust Agreement"), among the Issuer, the CH Group (other than CHP III and CHI) and John K. Castle, as voting trustee, and (D) 66,898 Shares that Mr. Castle serves as voting trustee pursuant to the Voting Trust Agreement, dated as of December 1, 1998 (the "Second Voting Trust Agreement"), among the Issuer, the Labordes and John K. Castle, as voting trustee. Mr. Castle disclaims beneficial ownership of all such Shares, except as to Shares representing his pro rata interest in, and interest in the profits of, CHP III, CH Offshore, CH Affiliates, Frogmore and Branford. The fifth paragraph of Section (b) of Item 5 is hereby deleted in its entirety. The seventh paragraph of Section (b) of Item 5 is hereby amended and restated in its entirety as follows: Each of Messrs. Fournier, Pruellage, Urcis, Chow, Siegal and Lovejoy, Ms. Rosen, the Marc Trust and the Michael Trust has the power to dispose of the Shares directly owned by it, him or her, but have entered into the First Voting Trust Agreement which permits Mr. Castle to vote their Shares. Section (c) of Item 5 is hereby amended and restated as follows: (c) The trading, dates, number of Shares purchased or sold and price per share for all transactions in the Common Stock from the 60th day prior to October 29, 2000 until the date of this filing by the Reporting Persons are as follows: None. Item 6. Contracts, Arrangements, Undertakings or Relationships with Respect to Securities of the Issuer. Section (a) of Item 6 is amended by adding the following sentence to its end: As of August 9, 2000, Shares directly held by Mr. Harlan were exempt from the First voting Trust Agreement. Item 6 is further amended by adding the following Section (d): (d) CHPIII, CH Offshore, CH Affiliates and John K. Castle are the Reporting Persons party to the Stockholders' Agreement. The last paragraph of Item is hereby amended and restated, in its entirety, as follows: Each of the First Voting Trust Agreement, the Second Voting Trust Agreement, the Voting Agreement, the Stockholders' Agreement and the Merger Agreement filed as an exhibit to this Statement, is incorporated herein by reference. -----END PRIVACY-ENHANCED MESSAGE-----