8-K

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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): May 29, 2002

UNIVERSAL COMPRESSION HOLDINGS, INC.
UNIVERSAL COMPRESSION, INC.

(Exact names of registrants as specified in their charters)

Delaware Texas (States or other jurisdictions of incorporation)	001-15843 333-48279 (Commission File Numbers)	13-3989167 74-1282680 (IRS Employer Identification Nos.)
4440 Brittmoore Road, Houston, Texas (Address of principal executive offices)		77041 (Zip Code)

(713) 335-7000
(Registrants' telephone number, including area code)

Item 5.    Other Events and Regulation FD Disclosure.

        On May 29, 2002, Universal Compression Holdings, Inc. (the "Company") issued a press release announcing earnings for its fourth fiscal quarter and fiscal year ended March 31, 2002. A copy of the press release is filed herewith as Exhibit 99.1 and incorporated herein by reference.

Item 7.    Financial Statements and Exhibits.

(c)

Exhibits

Exhibit No.	Description
99.1	Press Release dated May 29, 2002

Item 9.    Regulation FD Disclosure.

        On Thursday morning, May 30, 2002, the Company broadcast a conference call live over the Internet to investors to discuss the results of its fourth fiscal quarter and fiscal year ended March 31, 2002 and other corporate matters. A transcript of the call will be archived through June 6, 2002 for those unable to listen to the live broadcast. To access the transcript, log on to www.universalcompression.com or www.prnewswire.com or call (402) 998-0817.

        During the call, the Company discussed its revenues, earnings per share and EBITDA, as adjusted (as defined below), for the recent quarter, as well as horsepower utilization rates and margin information with respect to its various business segments and its fabrication backlog for the quarter. As of March 31, 2002, including its operating leases, the Company's debt to capitalization ratio was approximately 57%. Total capital expenditures for the fiscal year ended March 31, 2002, amounted to approximately $190 million, of which $27 million was for capitalized maintenance. The Company also discussed its preliminary expectations for the current quarter ending June 30, 2002, including revenues of approximately $140 million, EBITDA, as adjusted, of approximately $47 million, operating lease expense of approximately $15 million, depreciation expense of approximately $14 million and net interest expense of approximately $6 million. Earnings per share for the quarter are expected to be around $0.23. The Company also indicated that it currently has a fabrication backlog of approximately $110 million and an international contract compression backlog of approximately 60,000 horsepower.

        For the current fiscal year ending March 31, 2003, the Company discussed its expectations for revenues of approximately $735 million, and for EBITDA, as adjusted, of approximately $240 million, operating lease expense of approximately $61 million, depreciation expense of approximately $63-65 million and net interest expense of approximately $23-24 million. The Company expects selling, general and administrative expenses to be approximately $65 million and an effective tax rate of 38.5% for the current fiscal year. Under current market conditions the Company expects earnings per share to be approximately $1.80 for the current fiscal year, based on 31 million diluted shares. The Company expects capital expenditures for the fiscal year ending March 31, 2003 to be approximately $140-170 million.

        As noted in the earnings release, the financial situation in Argentina has negatively impacted the Company's financial results for the fourth quarter of fiscal 2002. The Company indicated that it is in negotiations with its customers in Argentina regarding contract payment terms. As part of the guidance for the current fiscal year, the Company advised that expectations for the current fiscal quarter ending June 30, 2002 reflects its assumption that the contract negotiations with its customers in Argentina will continue and that the revenues and EBITDA, as adjusted, projections for the current fiscal quarter reflect recording Argentina revenue on a one peso to one U.S. dollar basis, which is the same approach used in the quarter ended March 31, 2002. The Company further advised that it expects, based on the current status of negotiations, to reach a settlement with its customers in the second fiscal quarter

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ending September 30, 2002. Assuming such settlement is reached in the second fiscal quarter, the Company expects to realize an additional $3.5 million in EBITDA, as adjusted, for the second fiscal quarter, which would relate to activity that occurred during the current fiscal quarter.

        EBITDA, as adjusted, is defined as net income plus income taxes, interest expense, leasing expense, management fees, depreciation and amortization, excluding non-recurring items and extraordinary gains or losses. EBITDA, as adjusted, represents a measure upon which the Company's management assesses financial performance, and financial covenants in the Company's current financing arrangements are tied to similar measures. The financial covenants in the Company's current financing arrangements permit the Company to exclude non-recurring and extraordinary gains and losses from its calculation of EBITDA, as adjusted. EBITDA, as adjusted, is not a measure of financial performance under generally accepted accounting principles and should not be considered an alternative to operating income or net income as an indicator of the Company's operating performance or to net cash provided by operating activities as a measure of the Company's liquidity. Additionally, the EBITDA, as adjusted, computation used herein may not be comparable to other similarly titled measure of other companies.

        The Company expects to release financial results for its current fiscal quarter ending June 30, 2002 in late July 2002.

        Statements about the Company's outlook and all other statements in this Report other than historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements rely on a number of assumptions concerning future events and are subject to a number of uncertainties and factors, many of which are beyond the Company's control, that could cause its actual results to differ materially from such statements. While the Company believes that the assumptions concerning future events are reasonable, there are inherent difficulties in predicting certain important factors that could impact our future performance. Such risks and uncertainties include, but are not limited to, (1) failure to consummate acquisitions or integrate acquired businesses, (2) conditions in the oil and gas industry, including the demand for natural gas as well as impacts from the price of natural gas and oil, (3) competition among the various providers of contract compression services, (4) changes in safety and environmental regulations pertaining to the production and transportation of natural gas, (5) changes in economic or political conditions in the markets in which the Company operates, (6) acts of war or terrorism or governmental or military responses thereto, (7) introduction of competing technologies by other companies, (8) the ability to retain and grow our customer base, (9) employment workforce factors, including loss of key employees and (10) liability claims related to the use of the Company's products and services. These factors, when applicable, are discussed in the Company's filings with the Securities and Exchange Commission, copies of which are available to the public. The Company disclaims any intention or obligation to revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

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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: May 31, 2002	By:	/s/  RICHARD W. FITZGERALD Richard W. FitzGerald Senior Vice President and Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated May 29, 2002

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SIGNATURE
EXHIBIT INDEX

EX-99.1

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[UNIVERSAL COMPRESSION LOGO]	Universal Compression Holdings, Inc. 4440 Brittmoore Road Houston, Texas 77041 NYSE: UCO
Contact: David Oatman Vice President, Investor Relations and Planning 713-335-7460
FOR IMMEDIATE RELEASE WEDNESDAY, MAY 29, 2002

UNIVERSAL COMPRESSION REPORTS
FISCAL 2002 FOURTH QUARTER RESULTS

Houston, May 29, 2002—Universal Compression Holdings, Inc. (NYSE: UCO), a leading provider of natural gas compression services, today reported net income for its fiscal 2002 fourth quarter ended March 31, 2002 of $12.3 million, or $0.40 per diluted share, on revenues of $187.9 million. In the fourth quarter of fiscal 2001, the Company reported net income of $5.9 million, or $0.26 per diluted share, excluding special charges, on revenue of $99.1 million. EBITDA (net income plus income taxes, interest expense, leasing expense, management fees, depreciation and amortization, excluding non-recurring items and extraordinary gains or losses) increased 56 percent to $53.6 million from $34.4 million in the prior year period.

For the year ended March 31, 2002, net income was $49.4 million, or $1.63 per diluted share, compared to $10.5 million, or $0.70 per diluted share, excluding special charges, in the prior year. The Company had revenue of $680.0 million and EBITDA of $207.6 million, compared to revenue of $232.8 million and EBITDA of $88.6 million in the prior year.

"We are pleased with the progress made throughout fiscal 2002 in the execution of strategic growth initiatives. We expanded core services, added complementary business lines and entered new geographic markets, in addition to integrating the Weatherford Global operation, which generated significant synergistic benefits," said Stephen A. Snider, Universal's President and Chief Executive Officer. "Looking ahead, we will continue to seek opportunities to expand our quality line of compression products and services while seeking to improve margins through operational and system enhancements. We expect increased annual earnings in fiscal 2003 as compared to fiscal 2002, with reduced profitability for one to two quarters followed by improved results in the second half of the year."

The Company continues to have productive discussions with its customers in Argentina regarding contract payment terms and expects to reach settlements in the near future. The impact from the Argentina economic situation reduced EBITDA by approximately $4.0 million in the three and twelve month periods ended March 31, 2002. Also, the Company has recorded a non-cash adjustment to stockholders' equity at March 31, 2002 of approximately $55 million pertaining to translation of the Argentina balance sheet.

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Universal Compression Holdings, Inc.
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Segment Information

Contract compression revenues in the fourth fiscal quarter of 2002 totaled $80.7 million, an increase of 39 percent from the prior year period. The Company's contract compression compressor fleet increased by 350,000 horsepower to over 2.2 million horsepower from March 2001 to March 2002. Average fleet horsepower utilization for the quarter was 87 percent compared to 89 percent in the year ago period. International contract compression revenue for the quarter was $13.3 million, an increase of 37 percent from the prior year period. At March 31, 2002, the Company's international fleet totaled approximately 345,000 horsepower.

The fabrication segment recorded revenue of $66.9 million, an increase of 135 percent from the prior year period. Fabrication backlog was $80 million at March 31, 2002, $101 at December 31, 2001 and $34 million at March 31, 2001. The aftermarket services segment recorded revenue of $40.3 million, including used equipment revenue of $4.8 million, compared to $12.6 million in the prior year period.

"Compression activity has declined somewhat in a period of reduced energy service industry activity. The Company's contract compression utilization, which declined from a recent high of 90% in the second quarter of fiscal 2002, has been approximately 84% for the past several weeks," added Snider. "In what we believe may be an early sign of a firming of market conditions, fabrication backlog has increased to approximately $110 million currently due to a rise in orders over the last six weeks. Assuming continuing economic growth and reasonable levels of commodity prices, we are expecting business activity in general to improve by the second half of fiscal 2003."

Conference Call

Universal will host a conference call on Thursday, May 30, 2002 at 10:00 am Central Time, 11:00 am Eastern Time to discuss the quarter's results and other corporate matters. The conference call will be broadcast over the Internet to provide interested persons the opportunity to listen to it live. The call will also be archived for one week to provide an opportunity to those unable to listen to the live broadcast. Both the live broadcast and replay of the archived version are free of charge to the user.

Persons wishing to listen to the conference call live may do so by logging onto http://www.universalcompression.com (click "Company Overview" in the "Company Information" section) or http://videonewswire.com/event.asp?id=5420 at least 15 minutes prior to the start of the call. A replay of the call will remain available at the Web sites www.universalcompression.com and http://www.prnewswire.com through June 6, 2002.

Universal Compression, headquartered in Houston, Texas, is a leading natural gas compression services company, providing a full range of contract compression, sales, operations, maintenance and fabrication services to the domestic and international natural gas industry.

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Statements about Universal's outlook and all other statements in this release other than historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements rely on a number of assumptions concerning future events and are subject to a number of uncertainties and factors, many of which are outside Universal's control, which could cause actual results to differ materially from such statements. While Universal believes that the assumptions concerning future events are reasonable, it cautions that there are inherent difficulties in predicting certain important factors that could impact the future performance or results of its business. Among the important factors that could cause actual results to differ materially from those indicated by such forward-looking statements are integration of acquisitions, the demand for Universal's products and services and worldwide economic and political conditions. These and other risk factors are discussed in Universal's filings with the Securities and Exchange Commission, copies of which are available to the public. Universal expressly disclaims any intention or obligation to revise or update any forward-looking statements whether as a result of new information, future events, or otherwise.

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UNIVERSAL COMPRESSION HOLDINGS, INC.
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)

				Three Months Ended
				March 31, 2002			December 31, 2001		March 31, 2001			Twelve Months Ended March 31, 2002
Revenue:
	Contract compression			$	80,653		$	85,942	$	58,108		$	327,735
	Fabrication				66,942			55,258		28,471			211,265
	Aftermarket services				40,346			36,179		12,559			140,989
			Total revenue		187,941			177,379		99,138			679,989
Costs and expenses:
	Cost of sales - contract compression				27,551			29,567		21,213			114,432
	Cost of sales - fabrication				59,397			48,703		24,019			186,918
	Cost of sales - aftermarket services				31,552			27,854		10,335			110,293
	Depreciation and amortization				13,275			12,233		11,588			48,600
	Selling, general and administrative				16,267			16,134		9,121			60,890
	Operating lease				15,047			14,788		8,220			55,401
	Interest expense				5,555			5,357		4,623			23,017
	Non-recurring charges				—			—		1,640			—
	Other				(331	)		194		4			99
		Total costs and expenses			168,313			154,830		90,763			599,650
Income before income taxes					19,628			22,549		8,375			80,339
Income taxes					7,309			8,798		3,482			30,931
	Income before extraordinary items			$	12,319		$	13,751	$	4,893		$	49,408
	Extraordinary loss, net of income tax benefit				—			—		(3,239	)		—
	Net income			$	12,319		$	13,751	$	1,654		$	49,408
Weighted average common and common equivalent shares outstanding:
	Basic				30,590			30,567		22,264			30,008
	Diluted				30,823			30,844		22,653			30,250
Earnings per share:
	Income before extraordinary items			$	0.40		$	0.45	$	0.22		$	1.65
	Extraordinary loss				—			—		(0.15	)		—
	Basic			$	0.40		$	0.45	$	0.07		$	1.65
	Income before extraordinary items			$	0.40		$	0.45	$	0.22		$	1.63
	Extraordinary loss				—			—	$	(0.14	)		—
	Diluted			$	0.40		$	0.45	$	0.07		$	1.63

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UNIVERSAL COMPRESSION HOLDINGS, INC.
UNAUDITED SUPPLEMENTAL INFORMATION
(In thousands)

			Three Months Ended
			March 31, 2002		December 31, 2001		March 31, 2001			Twelve Months Ended March 31, 2002
Revenue:
	Domestic contract compression		$	67,336	$	69,423	$	48,369		$	267,550
	International contract compression			13,317		16,519		9,739			60,185
	Fabrication			66,942		55,258		28,471			211,265
	Aftermarket services			40,346		36,179		12,559			140,989
		Total	$	187,941	$	177,379	$	99,138		$	679,989
Gross Profit:
	Domestic contract compression		$	42,797	$	44,465	$	30,177		$	169,893
	International contract compression			10,304		11,910		6,718			43,410
	Fabrication			7,545		6,555		4,452			24,347
	Aftermarket services			8,794		8,325		2,224			30,696
	Other			—		—		(4	)		—
		Total	$	69,440	$	71,255	$	43,567		$	268,346
Selling, General and Administrative			$	16,267	$	16,134	$	9,121		$	60,890
	% of Revenue			9%		9%		9%			9%
EBITDA, as adjusted *			$	53,567	$	55,097	$	34,446		$	207,584
	% of Revenue			29%		31%		35%			31%
Profit Margin:
	Domestic contract compression			64%		64%		62%			63%
	International contract compression			77%		72%		69%			72%
	Fabrication			11%		12%		16%			12%
	Aftermarket services			22%		23%		18%			22%
		Total		37%		40%		44%			39%

*

EBITDA, as adjusted, is defined as net income plus income taxes, interest expense, leasing expense, management fees, depreciation and amortization, excluding non-recurring items and extraordinary gains and losses.

	March 31, 2002		December 31, 2001		March 31, 2001
Debt	$	227,745	$	222,828	$	215,107
Operating Leases	$	708,500	$	708,500	$	527,500

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UNIVERSAL COMPRESSION REPORTS FISCAL 2002 FOURTH QUARTER RESULTS
UNIVERSAL COMPRESSION HOLDINGS, INC. UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share amounts)
UNIVERSAL COMPRESSION HOLDINGS, INC. UNAUDITED SUPPLEMENTAL INFORMATION (In thousands)