-----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, BXWdFG7XCF1npwABqAONvOhe72YWHFdHDb5f1FYlyjKl+kjY/aZnSu/0Lt/lX11x TKuTMvimgyf8PUSLHpmFcQ== 0000899243-00-000358.txt : 20000228 0000899243-00-000358.hdr.sgml : 20000228 ACCESSION NUMBER: 0000899243-00-000358 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000225 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ERC INDUSTRIES INC /DE/ CENTRAL INDEX KEY: 0000775477 STANDARD INDUSTRIAL CLASSIFICATION: OIL & GAS FILED MACHINERY & EQUIPMENT [3533] IRS NUMBER: 760382879 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-39922 FILM NUMBER: 554054 BUSINESS ADDRESS: STREET 1: 1441 PARK TEN BOULEVARD CITY: HOUSTON STATE: TX ZIP: 77084 BUSINESS PHONE: 2813988901 MAIL ADDRESS: STREET 1: 1441 PARK TEN BOULEVARD CITY: HOUSTON STATE: TX ZIP: 77084 FORMER COMPANY: FORMER CONFORMED NAME: ERC CORP /DE/ DATE OF NAME CHANGE: 19851103 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WOOD JOHN GROUP PLC CENTRAL INDEX KEY: 0000904325 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: JOHN WOOD HOUSE STREET 2: GREENWELL ROAD EAST TULLOS ABERLEEN CITY: SCOTLAND AB1 4AZ ZIP: 00000 MAIL ADDRESS: STREET 1: 16920 PARK ROW CITY: HOUSTON STATE: TX ZIP: 77084 SC 13D/A 1 AMENDMENT NO. 15 TO SCHEDULE 13D =============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 15) Under the Securities Exchange Act of 1934* ERC INDUSTRIES, INC. ________________________________________________________________________________ (Name of Issuer) Common Stock, par value $0.01 per share ________________________________________________________________________________ (Title of Class of Securities) 268912102 _______________________________________________________________ (CUSIP Number) J. David Kirkland, Jr. Baker Botts L.L.P. 3000 One Shell Plaza 910 Louisiana Houston, Texas 77002 (713) 229-1101 ________________________________________________________________________________ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 22, 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 Rule 13d-1(e), (f) or (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-1(b) 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). =============================================================================== SCHEDULE 13D - ----------------------- --------------------- CUSIP NO. 268912102 - ----------------------- --------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON John Wood Group PLC, a company registered in Scotland and incorporated under the laws of the United Kingdom - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 2 (a) [_] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS 4 00 - ------------------------------------------------------------------------------ CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 5 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 United Kingdom - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 27,537,702 SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 0 OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 27,537,702 PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 0 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 27,537,702 - ------------------------------------------------------------------------------ CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 12 [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 89.7% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) 14 CO - ------------------------------------------------------------------------------ The Schedule 13D dated October 19, 1992, as amended and supplemented by the amendments thereto previously filed with the Securities and Exchange Commission (collectively, the "Schedule 13D"), of John Wood Group PLC (the "Reporting Person"), relating to the common stock, $0.01 par value per share (the "Common Stock"), and a series of preferred stock, $1.00 par value per share, of ERC Industries, Inc., a Delaware corporation (formerly known as ERC Subsidiary, Inc., successor by merger to ERC Industries, Inc. (the "Company")), is hereby amended and supplemented as set forth below. Defined terms used in this Amendment No. 15 and not defined herein shall have their respective meanings as set forth in the Schedule 13D. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following information thereto: On February 22, 2000, the Reporting Person converted the 1,850,000 shares of Series A Preferred Stock held by the Reporting Person into an equal number of shares of Common Stock pursuant to the terms thereof. No additional consideration was paid by the Reporting Person in respect of such conversion. ITEM 4. PURPOSE OF TRANSACTION Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following information thereto: On November 19, 1999, the Reporting Person transmitted a letter to the Board of Directors of the Company (the "Board") proposing that the Reporting Person acquire all of the outstanding shares of Common Stock not owned by the Reporting Person at a price of $1.50 per share in cash. A Special Committee of the Board consisting of directors who are independent of the Reporting Person has been appointed to negotiate with the Reporting Person on behalf of the Company's stockholders other than the Reporting Person, to determine the advisability of the Proposal and its fairness to such stockholders and to make a recommendation to the Board with respect thereto. In negotiations between the Reporting Person and the Special Committee, the parties are contemplating that the Reporting Person would pay the Company's stockholders $1.60 per share for their shares of Common Stock. As of the date hereof, the Board has not formally approved any proposal. 3 ITEM 5. INTEREST IN SECURITIES OF THE ISSUER Paragraphs (a), (b) and (c) of Item 5 of the Schedule 13D are hereby amended and supplemented by adding the following information thereto: (a)-(b) After conversion of the Series A Preferred Stock, the Reporting Person beneficially owned 27,537,702 shares of Common Stock, or 89.7% of the outstanding Common Stock. The Reporting Person has the sole power to vote, or to direct the vote, and the sole power to dispose of, or to direct the disposition of, such shares. (c) See Item 3 above. 4 SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this Amendment No. 15 to Schedule 13D is true, complete and correct. Date: February 25, 2000 JOHN WOOD GROUP PLC By: /s/ WENDELL BROOKS ------------------------ Wendell Brooks Director 5 -----END PRIVACY-ENHANCED MESSAGE-----