-----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, W2YpRIPtJpYgb4pDQ7ECVGs3QM3E7iJ3e0mFDsnh3op2gOBKxY5JXXBougngPiUv I/JXtKgntZHmKfWHidRy5A== 0000930661-99-002740.txt : 19991123 0000930661-99-002740.hdr.sgml : 19991123 ACCESSION NUMBER: 0000930661-99-002740 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19991122 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: 99762080 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 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 14) 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) November 19, 1999 - -------------------------------------------------------------------------------- (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-7(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). CUSIP No. 268912102 - -------------------------------------------------------------------------------- (1) Name of Reporting Person 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 - -------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- (3) SEC Use Only - -------------------------------------------------------------------------------- (4) Source of Funds WC - -------------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- (6) Citizenship or Place of Organization United Kingdom - -------------------------------------------------------------------------------- Number of (7) Sole Voting Power 25,687,702 Shares Bene- ---------------------------------------------------------- ficially (8) Shared Voting Power 0 Owned by ---------------------------------------------------------- Each Report- (9) Sole Dispositive Power 25,687,702 ing Person ---------------------------------------------------------- With (10) Shared Dispositive Power 0 - -------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 25,687,702 - -------------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] - -------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 89% - -------------------------------------------------------------------------------- (14) Type of Reporting Person (See Instructions) CO -2- 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. 14 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: As more fully described in Item 4 of this Amendment No. 14, the Reporting Person has made a proposal (the "Proposal") to the Company pursuant to which the Reporting Person would acquire all of the outstanding shares of Common Stock not already owned by the Reporting Person (the "Acquisition"). The Proposal contemplates that current stockholders of the Company (other than the Reporting Person) would be paid $1.50 in cash for each share of Common Stock held. The Reporting Person expects that the funds to be used in making the Acquisition will come from the Reporting Person's working capital. 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 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. The Proposal proposed that the Acquisition would be structured as a merger of the Company with a wholly owned subsidiary of the Reporting Person and would be subject to the terms and conditions to be set forth in a definitive merger agreement to be negotiated between the parties. The Proposal proposed that the Acquisition would be subject to (i) approval of a special committee of the Board of Directors of the Company consisting solely of directors who are not affiliated with the Reporting Person, (ii) approval of a majority of the shares of Common Stock held by Company stockholders other than the Reporting Person that are voting at the stockholders' meeting called for such purpose and (iii) other customary conditions. It is expected that, in the event the Acquisition is completed, the registration of the Common Stock under Section 12 of the 1934 Act would be terminated, and the Common Stock would cease to be listed on the OTC Bulletin Board or any other inter-dealer quotation system. As of the date hereof, the Company's Board of Directors has not responded to the Proposal. There can be no assurance that the Company's Board of Directors will accept the Proposal or, if accepted, that the conditions set forth in the Proposal will be satisfied or that the Acquisition will be completed. -3- Other than as set forth in the Schedule 13D or this Amendment No. 14, the Reporting Person has no present plans or proposals that relate to or would result in any of the events set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D. Item 7. Material to be Filed as Exhibits Item 7 of the Schedule 13D is hereby amended and supplemented by adding the following information thereto: P Letter dated November 19, 1999 from John Wood Group PLC to the Board of Directors of ERC Industries, Inc. -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. 14 to Schedule 13D is true, complete and correct. Date: November 22, 1999 JOHN WOOD GROUP PLC By: /s/ WENDELL BROOKS ----------------------------------- Wendell Brooks Director -5- EXHIBIT INDEX P Letter dated November 19, 1999 from John Wood Group PLC to the Board of Directors of ERC Industries, Inc. -6- EX-99.P 2 LETTER FROM JOHN WOOD GROUP PLC EXHIBIT P [JOHN WOOD GROUP PLC LETTERHEAD] Our Ref: Board of Directors ERC Industries, Inc. 1441 Park Ten Boulevard Houston Texas 77084 18 November 1999 Gentlemen: This letter sets forth our proposal concerning the acquisition by John Wood Group PLC ("Wood Group") of the outstanding shares of common stock of ERC Industries, Inc. (the "Company") not owned by Wood Group (the "Proposed Transaction"). The Proposed Transaction would be structured as a merger of the Company with a wholly owned subsidiary of Wood Group and would be subject to the terms and conditions to be set forth in a definitive merger agreement to be negotiated between the parties, the proposed form of which is enclosed herewith. 1) Consideration to the Public Stockholders. In the Proposed Transaction, Company stockholders other than Wood Group (the "Public Stockholders") would receive $1.50 in cash for each share of Company common stock. 2) Conditions. The Proposed Transaction would be subject to customary conditions, including the following: a) Approval of a special committee of the board of directors of the Company consisting solely of directors who are not affiliated with Wood Group (the "Special Committee"); and b) Approval of a majority of the shares of common stock held by the Public Stockholders that are voting at the stockholders' meeting called for such purpose. 3) Other Provisions. The definitive merger agreement would contain customary representations, warranties, covenants and termination provisions. This letter is intended only as a proposal and not as an offer subject to acceptance by the Company. Regardless of the form or content of any response from the Company, this letter shall not constitute a legally binding commitment, and Wood Group shall have no obligation in respect of the Proposed Transaction unless and until a definitive merger agreement or other appropriate documentation has been executed and delivered by Wood Group and the other parties thereto. -1- We would prefer to enter into negotiations of the definitive merger agreement with the Special Committee beginning next week, with a view to finalising and executing the agreement the week on November 29, 1999. We look forward to discussing this transaction with you. Sincerely /s/ ALLISTER G. LANGLANDS Allister G. Langlands Deputy Managing Director Enc. -2- -----END PRIVACY-ENHANCED MESSAGE-----