-----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, ACwgBtPcpCtJohwiZON3IBIuQFPPUxprIGxOBvuOOFp/qJ/1T2VewnVEH82qmswi ysxBsp8sJuVlsbTE395HOw== 0000950129-01-000018.txt : 20010122 0000950129-01-000018.hdr.sgml : 20010122 ACCESSION NUMBER: 0000950129-01-000018 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20010102 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010103 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNIVERSAL COMPRESSION HOLDINGS INC CENTRAL INDEX KEY: 0001057234 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EQUIPMENT RENTAL & LEASING, NEC [7359] IRS NUMBER: 133989167 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-15843 FILM NUMBER: 1500835 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 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNIVERSAL COMPRESSION INC CENTRAL INDEX KEY: 0001057233 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EQUIPMENT RENTAL & LEASING, NEC [7359] IRS NUMBER: 741282680 STATE OF INCORPORATION: TX FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 333-48279 FILM NUMBER: 1500836 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 8-K 1 h82952e8-k.txt UNIVERSAL COMPRESSION HOLDINGS INC - 12/29/2000 1 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): January 2, 2001 UNIVERSAL COMPRESSION HOLDINGS, INC. UNIVERSAL COMPRESSION, INC. --------------------------------------------------------------------- (Exact names of registrants as specified in their charters) DELAWARE 001-15843 13-3989167 TEXAS 333-48279 74-1282680 ------------------------------- ------------------------------------ ------------------------------- (States or other jurisdictions (Commission File (IRS Employer of incorporation) Numbers) Identification Nos.) 4440 BRITTMOORE ROAD, HOUSTON, TEXAS 77041 - --------------------------------------------------------------------- -------------------------------- (Address of principal executive offices) (Zip Code)
(713) 335-7000 ------------------- (Registrants' telephone number, including area code) 2 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 3 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 ----------- ----------- 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. 4 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 ------------------------------------------- Richard W. FitzGerald Senior Vice President and Chief Financial Officer 5 EXHIBIT INDEX Exhibit No. Description ----------- ----------- 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. EX-23.1 2 h82952ex23-1.txt CONSENT OF DELOITTE & TOUCHE LLP 1 EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation in the definitive Proxy Statement on Schedule 14A of Universal Compression Holdings, Inc. dated December 27, 2000 and to the incorporation by reference in the registration statement of Universal Compression Holdings, Inc. on Form S-8 (File No. 333-37648) and the registration statements of Universal Compression Holdings, Inc. on Form S-3 (File Nos. 333-46208 and 333-50302) of our reports on the consolidated financial statements of Universal Compression Holdings, Inc. and subsidiaries for the years ended March 31, 2000 and 1999 and for the period from December 12, 1997 (inception) through March 31, 1998 dated April 28, 2000, our report on the financial statements of Tidewater Compression Services, Inc. for the period from April 1, 1997 through February 20, 1998, which reports are included in the definitive Proxy Statement which is incorporated by reference into this Current Report on Form 8-K. DELOITTE & TOUCHE LLP Houston, Texas December 27, 2000 EX-23.2 3 h82952ex23-2.txt CONSENT OF ARTHUR ANDERSEN LLP 1 EXHIBIT 23.2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference of our reports dated November 17, 2000 on the consolidated financial statements of Enterra Compression Company and subsidiaries as of and for the year ended December 31, 1999 and the combined financial statements of Weatherford Compression as of and for the years ended December 31, 1998 and 1997 included in the definitive Proxy Statement on Schedule 14A of Universal Compression Holdings, Inc. dated December 27, 2000, which is included as an exhibit in this Current Report on Form 8-K, into the previously filed Registration Statements of Universal Compression Holdings, Inc. on Form S-8 (File No. 333-37648) and Form S-3 (File Nos. 333-46208 and 333-50302). ARTHUR ANDERSEN LLP Houston, Texas December 27, 2000 EX-23.3 4 h82952ex23-3.txt CONSENT OF KPMG LLP 1 EXHIBIT 23.3 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in the registration statement of Universal Compression Holdings, Inc. on Form S-8 (File No. 333-37648) and the registration statements of Universal Compression Holdings, Inc. on Form S-3 (File Nos. 333-46208 and 333-50302) of our report dated April 2, 1999, with respect to the consolidated balance sheets of Global Compression Holdings, Inc. and subsidiaries as of February 2, 1999, and December 31, 1998 and 1997, and the related consolidated statements of operations, stockholder's equity and cash flows for the period January 1, 1999 through February 2, 1999 and the years ended December 31, 1998 and 1997, which report is included in the definitive Proxy Statement on Schedule 14A of Universal Compression Holdings, Inc. dated December 27, 2000, which is incorporated by reference into this Current Report on Form 8-K of Universal Compression Holdings, Inc. dated January 2, 2001. /s/ KPMG LLP Dallas, Texas December 27, 2000 EX-99.2 5 h82952ex99-2.txt PRESS RELEASE OF UNIVERSAL COMPRESSION INC 1 EXHIBIT 99.2 CONTACT: Richard W. FitzGerald Senior Vice President and Chief Financial Officer Universal Compression, Inc. 713-335-7000 UNIVERSAL COMPRESSION, INC. COMMENCES TENDER OFFER FOR ITS 9 7/8% SENIOR DISCOUNT NOTES HOUSTON, TEXAS, JANUARY 2, 2001 - Universal Compression, Inc., a wholly owned subsidiary of Universal Compression Holdings, Inc., announced today that it has commenced a cash tender offer for all of its 9 7/8% Senior Discount Notes due 2008. In conjunction with the tender offer, consent of holders of the Notes is being solicited to approve certain amendments to the indenture governing the Notes. The tender offer and consent solicitation are subject to the terms and conditions in the Offer to Purchase and Consent Solicitation Statement dated January 2, 2001. The tender offer will expire at midnight, New York City time, on February 6, 2001, unless extended by Universal Compression, Inc. The consent solicitation will expire at midnight, New York City time, on January 19, 2001, unless extended. The tender offer purchase price will be equal to approximately 101% of the accreted value of the Notes on the expiration date, which is equal to $830.91 for each $1,000 principal amount of the Notes at maturity, calculated as of February 6, 2001. A consent payment of $4.10 per $1,000 principal amount of Notes will be paid to each registered holder of the Notes who delivers a consent prior to January 19, 2001 and does not revoke such consent prior to the date on which the supplemental indenture is executed. Holders will be required to tender their Notes in order to consent to the proposed amendments. Universal Compression, Inc. has entered into a definitive agreement to acquire Weatherford Global Compression Services, L.P., through a merger of Enterra Compression Company, the parent of Weatherford Global and its affiliated companies, with and into Universal Compression, Inc. If consummated, Universal Compression, Inc. will refinance the existing credit and operating lease facilities of Universal Compression, Inc. and Weatherford Global. Receipt of the requisite consents is not required for the Company to effect the acquisition of Weatherford Global or the related financing. The principal purpose of the tender offer and consent solicitation is to create clarity for the Company's capital structure following the acquisition of Weatherford Global and the consummation of any related financings and to simplify the related refinancing of the Company's balance sheet. The total consideration for the repurchase of the Notes and the consents is approximately 101.5% of the accreted value of the Notes on the currently scheduled expiration date. The repurchase price required to be offered by the Company pursuant to the indenture as a result of the acquisition of Weatherford Global is approximately 101% of the accreted value of the Notes as of the date of that repurchase. The consummation of the tender offer and consent solicitation are subject to a number of conditions, including the consummation of the acquisition of Weatherford Global, the consummation of the financings related to the acquisition of Weatherford Global and the tender offer on terms acceptable to the Company, and the valid tender and consent of at least a majority in aggregate outstanding principal amount of Notes, as set forth in the Offer to Purchase and Consent Solicitation Statement. There can be no assurance that any such transactions will be consummated, or if consummated, will be on favorable terms. Deutsche Bank Securities, Inc. is the dealer manager for the tender offer and consent solicitation and can be reached at (800) 553-2826. Requests for assistance or additional sets of the offer materials may be directed to MacKenzie Partners, Inc., the Information Agent, at (800) 322-2885 or (212) 929-5500. This announcement is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of consents with respect to the Notes. The tender offer and consent solicitation are being made solely by the Offer to Purchase and Consent Solicitation Statement. This offer is not being made to, nor will tendered Notes be accepted from or on behalf of holders in any jurisdiction where the making of the offer or the acceptance thereof would not be in compliance with the laws of such jurisdiction. In any jurisdiction where the securities, blue sky laws or other laws require the offer to be made by a licensed broker or dealer, the offer shall be deemed to be made on behalf of Universal Compression, Inc. by the dealer manager or one or more registered brokers or dealer licensed under the laws of such jurisdiction. Statements about Universal Compression, Inc.'s outlook and all other statements in this release other than historical facts are forward-looking statements with in 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 Compression, Inc.'s control, which could cause actual results to differ materially from such statements. While Universal Compression, Inc. believes that the assumptions concerning future events are reasonable, it cautions that there are inherent 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 uncertainties concerning the completion of the transactions contemplated above and the availability of financing therefore. These risk factors, when applicable, are discussed in Universal's filings with the Securities and Exchange Commission, copies of which are available to the public. Universal Compression, Inc. disclaims any intention or obligation to revise or update any forward-looking statements whether as a result of new information, future events, or otherwise. Universal Compression, Inc. is a subsidiary of Universal Compression Holdings, Inc., which is a publicly traded company (NYSE ticker symbol: UCO). Universal Compression Holdings, Inc., together with its operating subsidiary Universal Compression, Inc., is headquartered in Houston, Texas and is a leading natural gas compression services company, providing a full range of rental, sales, operations, maintenance and fabrication services, and products to the domestic and international natural gas industry. ### -----END PRIVACY-ENHANCED MESSAGE-----