-----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, Ty9gNy0P7jFG6OZNCx7f8aWrOYPuRweAj1QtVOtvVHbeV/mGCAprbL9xUgbYL6MV 3Tyl6B6KjrsdRucHqC+vqw== 0000950129-01-504416.txt : 20020412 0000950129-01-504416.hdr.sgml : 20020412 ACCESSION NUMBER: 0000950129-01-504416 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20011210 GROUP MEMBERS: WEATHERFORD INTERNATIONAL, INC. GROUP MEMBERS: WEUS HOLDING, INC. SUBJECT COMPANY: 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: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-59115 FILM NUMBER: 1809592 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: OIL & GAS FILED MACHINERY & EQUIPMENT [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: ENERGY VENTURES INC /DE/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: EVI INC DATE OF NAME CHANGE: 19980226 FORMER COMPANY: FORMER CONFORMED NAME: EVI WEATHERFORD INC DATE OF NAME CHANGE: 19980528 SC 13D/A 1 h92853sc13da.txt WEATHERFORD INT'L., INC FOR UNIVERSAL COMP. HOLD. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 3)* Universal Compression Holdings, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 913431 10 2 --------------------------------------------------------- (CUSIP Number) Burt M. Martin 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) December 6, 2001 --------------------------------------------------------- (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 ss.240.13d-1(e),ss.240.13d-1(f) or ss.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 11 SCHEDULE 13D CUSIP NO. 9134341 10 2 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 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 - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 13,750,000 shares OWNED BY ------------------------------------------------------ EACH 8 SHARED VOTING POWER REPORTING PERSON -0- WITH ------------------------------------------------------ 9 SOLE DISPOSITIVE POWER 13,750,000 shares ------------------------------------------------------ 10 SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,750,000 shares - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 45% (based on Current Report on Form 8-K filed by the Issuer in December 2001) - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT Page 2 of 11 SCHEDULE 13D CUSIP NO. 9134341 10 2 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 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 - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 13,750,000 shares OWNED BY ------------------------------------------------------ EACH 8 SHARED VOTING POWER REPORTING PERSON -0- WITH ------------------------------------------------------ 9 SOLE DISPOSITIVE POWER 13,750,000 shares ------------------------------------------------------ 10 SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,750,000 shares - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 45% (based on Current Report on Form 8-K filed by the Issuer in December 2001) - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT Page 3 of 11 ITEM 1. SECURITY AND ISSUER. This Amendment No. 3 (this "Amendment No. 3") to the Statement on Schedule 13D filed on November 2, 2000, as amended by Amendment No. 1 filed on November 3, 2000 and as amended by Amendment No. 2 filed on February 14, 2001 (collectively, the "Statement"), relates to the beneficial ownership of shares of common stock, par value $0.01 per share ("Universal Common Stock"), of Universal Compression Holdings, Inc. ("Universal"). The address of Universal's principal executive offices is 4440 Brittmoore Road, Houston, Texas 77041. This Amendment No. 3 is being filed by Weatherford International, Inc., a Delaware corporation ("Weatherford"), and WEUS Holding, Inc., a Delaware corporation and a wholly owned subsidiary of Weatherford ("WEUS") (each individually a "Reporting Person" and together, the "Reporting Persons") to amend Items 1, 2, 3, 4, 5 and 7 of the Statement. Capitalized terms not defined herein shall have the meanings ascribed to them in the Statement. ITEM 2. IDENTITY AND BACKGROUND. Schedule I of the Statement, which contains information concerning the executive officers and directors of Weatherford, required to be disclosed in response to Item 2 and General Instruction C to Schedule 13D, is hereby amended and restated in its entirety by Schedule I attached hereto and incorporated herein by reference. Such executive officers and directors may be deemed, but are not conceded to be, controlling persons of Weatherford. Except for Weatherford's control of WEUS, no corporation or other person is or may be deemed to be ultimately in control of Weatherford or WEUS. ITEM 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATION The last paragraph of Item 3 of Amendment No. 2 is hereby amended and restated in its entirety to read as follows: The transactions contemplated by the Purchase Agreement were consummated immediately prior to the effective time of the Merger. The Stockholders' Agreement automatically terminated at the effective time of the Merger. The Registration Rights Agreement and the Transitional Services Agreement (together, the "Agreements") remain in effect, however as of December 6, 2001 the Voting Agreement has been terminated. For a description of these Agreements, see the sections in Item 4 of the Statement entitled "The Registration Rights Agreement" and "The Transitional Services Agreement," which descriptions are incorporated herein by reference. ITEM 4. PURPOSE OF TRANSACTION Item 4 of the Statement is hereby amended to include the following as the first paragraph under the section entitled "The Voting Agreement": Page 4 of 11 On December 6, 2001, Castle Harlan Partners III, L.P. and its affiliates distributed their remaining shares of Universal Common Stock to their partners and members. Concurrently with the distribution, Castle Harlan and its affiliates own less than 5% of Universal Common Stock thus triggering termination of the Voting Agreement as described below. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER Section (a) of Item 5 of Amendment No. 2 is hereby amended to replace the second paragraph follows: The aggregate 13,750,000 shares of Universal Common Stock that the Reporting Persons may be deemed to beneficially own represent approximately 45% of the outstanding shares of Universal Common Stock. WEUS acquired these shares upon consummation of the Merger as a result of the automatic conversion of the Enterra shares into the right to receive the Merger Consideration at the effective time of the Merger. The Reporting Persons are no longer deemed to be beneficial owners of the 5,494,847 shares of Universal Common Stock that were the Pre-Merger Shares (as defined in the Statement) subject to the Stockholders' Agreement. Section (b) of Item 5 of the Statement is hereby amended and restated in its entirety to read as follows: (b) The number of shares of Universal Common Stock as to which there is sole power to vote or direct the vote, shared power to vote or direct the vote, sole power to dispose or direct the disposition, or shared power to dispose or direct the disposition for each Reporting Person is set forth on the cover pages of this Amendment No. 3, and such information is incorporated herein by reference. Following the effective time of the Merger and the termination of the Stockholders' Agreement, the Reporting Persons are no longer deemed to have shared voting power with respect to the Pre-Merger Shares. The Reporting Persons may be deemed to have the sole power to vote or direct the voting of up to 13,750,000 shares of Universal Common Stock received upon consummation of the Merger, which amount is equal to 45% of the shares of Universal Common Stock to be outstanding after the Merger. The Reporting Persons may be deemed to have the sole power to dispose of or direct the disposition of all 13,750,000 shares of Universal Common Stock acquired in connection with the Merger and will not share the power to dispose of or direct the disposition of such shares with any other person. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Item 7 is hereby amended and supplemented to include the following: A. Joint Filing Agreement Page 5 of 11 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: December 10, 2001 WEATHERFORD INTERNATIONAL, INC. By: /s/ Burt M. Martin ---------------------------------- Name: Burt M. Martin Title: Vice President - Law, Secretary WEUS HOLDING, INC. By: /s/ Burt M. Martin ---------------------------------- Name: Burt M. Martin Title: Assistant Secretary Page 6 of 11 SCHEDULE I DIRECTORS AND EXECUTIVE OFFICERS OF WEATHERFORD INTERNATIONAL, INC. The following table sets forth the name, business address and present principal occupation or employment of each director and executive officer of Weatherford. Unless otherwise indicated below, each such person is a citizen of the United States of America and is an employee of Weatherford, and the business address of each such person is c/o Weatherford International, Inc., 515 Post Oak Boulevard, Suite 600, Houston, Texas 77027. During the last five years, none of the persons listed below has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), nor has any of such persons been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Present Principal Occupation or Employment; Name Business Address - ---- ------------------------------------------------------------ Bernard J. Duroc-Danner Chairman of the Board of Directors, President and Chief Executive Officer Donald R. Galletly Senior Vice President - Communications and Investor Relations E. Lee Colley, III Senior Vice President and President - Artificial Lift Systems Jon R. Nicholson Senior Vice President - Human Resources Gary L. Warren Senior Vice President and President - Drilling & Intervention Services Mark E. Hopmann Senior Vice President and President - Completion Systems James N. Parmigiano Vice President - Operational Controller Lisa W. Rodriguez Vice President - Finance & Accounting Burt M. Martin Vice President - Law and Secretary James M. Hudgins Tax Director, Treasurer and Assistant Secretary
Page 7 of 11
Present Principal Occupation or Employment; Name Business Address - ---- --------------------------------------------------- Elizabeth N. Idom Assistant Treasurer Philip Burguieres Director of Weatherford and Chief Executive Officer of EMC Holdings, LLC, a private energy investment firm 711 Louisiana, 33rd Floor Houston, Texas 77002 David J. Butters Director of Weatherford and a Managing Director of Lehman Brothers Inc., an investment banking company Lehman Brothers Inc. 3 World Financial Center 200 Vesey Street, 11th Floor New York, New York 10285 Sheldon B. Lubar Director of Weatherford and Chairman of Lubar & Co., a private investment and management company Lubar & Co. 700 North Water St., #1200 Milwaukee, Wisconsin 53202 William Macaulay Director of Weatherford and Chief Executive Officer of First Reserve Corporation, a corporation that manages various investment company funds First Reserve Corporation 475 Steamboat Road Greenwich, Connecticut 06830 Robert B. Millard Director of Weatherford and a Managing Director of Lehman Brothers Inc., an investment banking company Lehman Brothers Inc. 3 World Financial Center 200 Vesey Street, 11th Floor New York, New York 10285 Robert K. Moses, Jr. Director of Weatherford and a private investor, principally in the oil and gas exploration and oilfield services business in Houston, Texas Black Jack Resources, Inc. 4544 Post Oak Place Dr., #320 Houston, Texas 77027
Page 8 of 11
Present Principal Occupation or Employment; Name Business Address - ---- --------------------------------------------------- Robert A. Rayne Director of Weatherford and an Executive Director of London Merchant Securities plc, a United Kingdom-listed public limited company engaged in property investment and development with major investments in leisure enterprises London Merchant Securities plc 33 Robert Adam Street London W1M 5AH England Mr. Rayne is a citizen of the U.K.
Page 9 of 11 EXHIBIT INDEX A. Joint Filing Agreement Page 10 of 11 EX-99.A 3 h92853ex99-a.txt JOINT FILING AGREEMENT EXHIBIT A Each of the undersigned hereby agrees that this Amendment No. 3 dated December 10, 2001, to Schedule 13D filed November 2, 2000, to which this Agreement is attached as Exhibit A, and any amendments thereto, may be filed on behalf of each such person. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Dated: December 10, 2001 WEATHERFORD INTERNATIONAL, INC. By: /s/ Burt M. Martin ----------------------------------- Name: Burt M. Martin Title: Vice President - Law & Secretary WEUS HOLDING, INC. By: /s/ Burt M. Martin ----------------------------------- Name: Burt M. Martin Title: Assistant Secretary Page 11 of 11 -----END PRIVACY-ENHANCED MESSAGE-----