-----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, PHB2xIJ5q00ksumJrGKaCNFZ4p09Co+A+c07/O3U4N0pMYkbBqTBxq+F3itTiNhZ BUZF/vPLLo21+3WsTRtjVA== 0000950129-01-504405.txt : 20020412 0000950129-01-504405.hdr.sgml : 20020412 ACCESSION NUMBER: 0000950129-01-504405 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20011207 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20011207 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: 1934 Act SEC FILE NUMBER: 333-48279 FILM NUMBER: 1809234 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 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: 1934 Act SEC FILE NUMBER: 001-15843 FILM NUMBER: 1809235 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 h92838e8-k.txt UNIVERSAL COMPRESSION HOLDINGS, INC - 12/07/2001 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): December 7, 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 (Commission File) (IRS Employer jurisdictions of Numbers) Identification incorporation) Nos.) 4440 BRITTMOORE ROAD, HOUSTON, TEXAS 77041 ------------------------------------ ------------------ (Address of principal executive offices) (Zip Code) (713) 335-7000 ---------------------------------- (Registrants' telephone number, including area code) Item 5. Other Events and Regulation FD Disclosure. Filing of Registration Statement on Form S-4 On November 30, 2001, BRL Universal Equipment 2001 A, L.P. and BRL Universal Equipment Corp. (which we collectively refer to as the "issuers") and Universal Compression Holdings, Inc. and Universal Compression, Inc. filed a Registration Statement on Form S-4 with the Securities and Exchange Commission to register the issuance by the issuers of $100,000,000 aggregate principal amount of their new additional 8 7/8% senior secured notes due 2008 (which we refer to as the "new additional notes") and Universal's related lease and guarantee obligations. The new additional notes will be issued in exchange for up to all of the issuers' outstanding additional 8 7/8% senior secured notes due 2008 (which we refer to as the "old additional notes") that were issued and sold in October 2001 in a private placement transaction pursuant to Rule 144A under the Securities Act of 1933. The old additional notes were issued under an indenture dated February 9, 2001 pursuant to which the issuers previously issued $350,000,000 of the 8 7/8% senior secured notes due 2008 for an aggregate principal amount of $450,000,000 currently outstanding under the indenture. The terms of the new additional notes are substantially identical to the old additional notes except that the new additional notes are freely transferable under the Securities Act and do not have any exchange or registration rights. The Registration Statement is incorporated herein by reference, but has not yet become effective. The new additional notes may not be sold nor may offers to buy be accepted prior to the time the Registration Statement becomes effective. This current report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the new additional notes in any states in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. Termination of Voting Agreements In connection with the acquisition of Tidewater Compression Services, Inc. in 1998, Universal Compression Holdings, Inc. entered into two voting trust agreements dated as of February 20, 1998 and December 1, 1998, that required certain of our shareholders, including some of our directors, to assign their shares of our common stock to a voting trust, which had John K. Castle as its trustee, in exchange for interests in the trust. Concurrently with our February 2001 acquisition of Weatherford Global Compression Services, a division of Weatherford International, Inc., in exchange for 13,750,000 shares of our common stock (or approximately 48% of our total outstanding shares at the time of the acquisition and currently approximately 45% of our total outstanding shares) and the restructuring of debt and operating lease obligations, we entered into a voting agreement with WEUS Holding, Inc., a wholly owned subsidiary of Weatherford International. The voting agreement provided that WEUS and its affiliates would vote any shares of our common stock that they own in excess of 33 1/3% of our total outstanding shares in the same proportion that shares of our stock owned by the public are voted. The voting agreement further provided for its automatic termination upon the earlier of (1) February 9, 2003 or (2) the date that Castle Harlan 2 and its affiliates own less than 5% of our outstanding common stock. On December 6, 2001, Castle Harlan Partners III, L.P. and its affiliates distributed their remaining shares of our common stock to their partners and members. Concurrently with the distribution, the final Castle Harlan voting trust agreement was terminated by its parties. In addition, as a result of the distribution and termination of that voting trust agreement, Castle Harlan and its affiliates own less than 5% of our outstanding common stock, thereby terminating the WEUS voting agreement. Thus, WEUS now has sole voting control over all of its 13,750,000 shares of our common stock. There are no other voting trust agreements among us, the Castle Harlan affiliates and any of our shareholders. Disclosure regarding Forward-Looking Statements Statements about Universal's outlook and all other statements in this current report on Form 8-K 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 our control, which could cause actual results to differ materially from such statements. While we believes that the assumptions concerning future events are reasonable, we caution 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 consummation of the exchange offer for the new additional notes, integration of our acquisitions and the demand for our products and services. These and other risk factors are discussed in our other filings with the Securities and Exchange Commission, copies of which are available to the public. We expressly disclaim 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 and Exhibits. (c) Exhibits Exhibit No. Description ----------- ----------- 9.1 Termination of Voting Trust Agreement, dated October 1, 2001, among Universal Compression Holdings, Inc., John K. Castle, as voting trustee, and the stockholders party thereto. 9.2 Termination of Voting Trust Agreement, dated November 12, 2001, among Universal Compression Holdings, Inc., John K. Castle, as voting trustee, and the stockholders party thereto. 3 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: December 7, 2001 By: /s/ RICHARD W. FITZGERALD ------------------------------------ Richard W. FitzGerald Senior Vice President and Chief Financial Officer 4 EXHIBIT INDEX Exhibit No. Description ----------- ----------- 9.1 Termination of Voting Trust Agreement, dated October 1, 2001, among Universal Compression Holdings, Inc., John K. Castle, as voting trustee, and the stockholders party thereto. 9.2 Termination of Voting Trust Agreement, dated November 12, 2001, among Universal Compression Holdings, Inc., John K. Castle, as voting trustee, and the stockholders party thereto. 5 EX-9.1 3 h92838ex9-1.txt TERMINATION OF VOTING AGREEMENT EXHIBIT 9.1 John K. Castle c/o Castle Harlan, Inc. 150 East 58th Street New York, New York 10155 October 1, 2001 EquiServe Trust Company, N.A. Transfer Agent and Registrar Attention: Greg Veliotis 150 Royall Street Mail Stop: 45-02-62 Canton, Massachusetts 02021 Mr. Mark Carlton Senior Vice President and General Counsel Universal Compression Holdings, Inc. 4440 Brittmoore Road Houston, Texas 77041 Ladies and Gentlemen: I, John K. Castle, in my capacity as Voting Trustee under that certain Voting Trust Agreement dated December 1, 1998 among the Company, John K. Castle, as Voting Trustee, and certain stockholders of the Company (the "Voting Trust Agreement") hereby confirm that, by letter dated as of October 1, 2001, the voting trust created by the Voting Trust Agreement has been terminated. Accordingly, I hereby authorize the release from the voting trust created pursuant to the Voting Trust Agreement, the shares of the Company's common stock set forth on Schedule I hereto (the "Released Shares") held by the individuals indicated on Schedule I hereto (the "Released Parties"). The certificates representing the Released Shares are enclosed with the copy of this letter being delivers to EquiServe Trust Company. EquiServe Trust Company, N.A., as transfer agent and registrar of the Company, is authorized and directed to countersign and register a new certificate representing the Released Shares for each of the Released Parties in the names and denominations and with the restrictive legends indicated on Schedule I and to deliver such certificates to the Released Parties at the addresses indicated on Schedule I. /s/ JOHN K. CASTLE -------------------------------------- John K. Castle, as Voting Trustee [Medallion Guaranteed] EX-9.2 4 h92838ex9-2.txt TERMINATION OF VOTING TRUST AGREEMENT EXHIBIT 9.2 November 12, 2001 Re: Termination of Voting Trust Agreement Ladies and Gentlemen: Reference is made to the Voting Trust Agreement, dated as of February 20, 1998 (the "Agreement"), among Universal Compression Holdings, Inc. ("Holdings"), each of the stockholders listed on the signature pages hereto (the "Stockholders") and John K. Castle, as Voting Trustee (the "Voting Trustee"). Capitalized terms not otherwise defined shall have their meanings assigned thereto in the Agreement. Pursuant to Section 12(b) of the Agreement, Holdings, each Stockholder and the Voting Trustee agree that, except for the provisions of Section 9 of the Agreement which shall survive, the Agreement hereby terminates, effective as of the date of the distribution of all shares of Holdings held by Castle Harlan, Partners III, L.P. to its limited partners (the "Distribution Date"). Holdings shall, or shall cause Holdings' transfer agent to, as soon as reasonably practicable after the date hereof, deliver to each Stockholder certificates representing the Shares of Holdings now owned by him or her, and, as a condition to the delivery of such certificates, each Stockholder shall deliver to the Voting Trustee the Voting Trust Certificates issued to such Stockholder representing the Shares owned by each of him or her. Holdings and the Voting Trustee shall take all steps reasonably necessary to cause the transfer agent of Holdings to issue to the Stockholders certificates representing the Shares without any legend or other notation concerning the Agreement of the voting trust created thereby. This termination agreement shall be governed by, and construed in accordance with the laws of the State of New York. This Termination may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. VOTING TRUSTEE: HOLDINGS: UNIVERSAL COMPRESSION HOLDINGS, INC. /s/ JOHN K. CASTLE By: /s/ MARK L. CARLTON - ----------------------------- ------------------------------------ John K. Castle Name: c/o Castle Harlan, Inc. Title: 150 East 58th Street New York, NY 10155 STOCKHOLDERS: /s/ SAMUEL URCIS - --------------------------------------------------- SAMUEL URCIS BRANFORD CASTLE HOLDINGS, INC. By: /s/ JOHN K. CASTLE ----------------------------------------------- Name: Title: CASTLE Harlan offshore partners III, l.p. By: /s/ JOHN K. CASTLE ----------------------------------------------- Name: Title: CASTLE HARLAN AFFILIATES III, L.P. By: /s/ JOHN K. CASTLE ----------------------------------------------- Name: Title: FROGMORE FORUM FAMILY FUND L.L.C. By: /s/ JOHN K. CASTLE ----------------------------------------------- Name: Title: /s/ LEONARD M. HARLAN - --------------------------------------------------- LEONARD M. HARLAN /s/ DAVID H. CHOW - --------------------------------------------------- DAVID H. CHOW /s/ JEFFREY M. SIEGAL - --------------------------------------------------- JEFFREY M. SIEGAL /s/ TICKER ANTHONY INC. - -------------------------------------------------- TICKER ANTHONY INC., CUSTODIAN FBO/MARCEL FOURNIER IRA-R ID# 04-256229 /s/ HOWARD WEISS - -------------------------------------------------- HOWARD WEISS /s/ ELI FEIT, TRUSTEE - -------------------------------------------------- MARC A. WEISS 1994 TRUST /s/ ELI FEIT, TRUSTEE - -------------------------------------------------- MICHAEL D. WEISS 1994 TRUST /s/ WILLIAM J. LOVEJOY - -------------------------------------------------- WILLIAM J. LOVEJOY /s/ SYLVIA F. ROSEN - -------------------------------------------------- SYLVIA F. ROSEN /s/ WILLIAM M. PRUELLAGE - -------------------------------------------------- WILLIAM M. PRUELLAGE -----END PRIVACY-ENHANCED MESSAGE-----