-----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, VxbuRAGdWzBE0hLfDZw7LOhSgmkMrYc9AzXOwihT73au6NG0A9roRmjDE2oxEV+I Jjz7xs9Z+j6PhRWof9jzfg== 0000950109-96-004830.txt : 19970430 0000950109-96-004830.hdr.sgml : 19970430 ACCESSION NUMBER: 0000950109-96-004830 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960802 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ERC INDUSTRIES INC /DE/ CENTRAL INDEX KEY: 0000775477 STANDARD INDUSTRIAL CLASSIFICATION: 3533 IRS NUMBER: 760382879 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39922 FILM NUMBER: 96603311 BUSINESS ADDRESS: STREET 1: 2906 HOLMES RD CITY: HOUSTON STATE: TX ZIP: 77051 BUSINESS PHONE: 7137339301 MAIL ADDRESS: STREET 2: 2906 HOLMES RD CITY: HOUSTON STATE: TX ZIP: 77051 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: 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 1 SCHEDULE 13-D -------------------------- MB APPROVAL -------------------------- OMB NUMBER: 3235-0145 Expires: October 31, 1997 Estimated average burden hours per form.......14.90 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 10)* ERC Industries, Inc. - - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.01 per share - - -------------------------------------------------------------------------------- (Title of Class of Securities) 268912102 --------------------------------------------- (CUSIP Number) Arthur M. Nathan, Haynes and Boone, L.L.P. 1000 Louisiana Street, Suite 4300, Houston, Texas 77002 (713) 547-2000 - - ------------------------------------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 29, 1996 ----------------------------------------------------------- (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(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with the statement [ ]. (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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 Page 2 of 6 Pages - - -------------------------- --- --- - - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 1 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 (a) [ ] 2 (b) [ ] - - ------------------------------------------------------------------------------ SEC USE ONLY 3 - - ------------------------------------------------------------------------------ SOURCE OF FUNDS 4 WC - - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 5 - - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 United Kingdom - - ------------------------------------------------------------------------------ 7 SOLE VOTING POWER 17,497,002 --------------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 0 OWNED BY --------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 17,497,002 WITH --------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - - ------------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 17,497,002 - - ------------------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - - ------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 82.3% - - ------------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON* CO - - ------------------------------------------------------------------------------
The Schedule 13D dated October 19, 1992, as amended by Amendment No. 1 thereto dated December 3, 1992, Amendment No. 2 thereto dated December 7, 1992, Amendment No. 3 thereto dated January 11, 1993, Amendment No. 4 thereto dated April 30, 1993, Amendment No. 5 thereto dated July 29, 1993, Amendment No. 6 thereto dated March 13, 1996, Amendment No. 7 thereto dated March 22, 1996, Amendment No. 8 thereto dated June 12, 1996 and Amendment No. 9 thereto dated July 24, 1996 (the "Schedule 13D") of John Wood Group PLC (the "Reporting Person"), relating to the Common Stock, $.01 par value per share, of ERC Industries, Inc., a Delaware corporation (formerly known as ERC Subsidiary, Inc., successor by merger to ERC Industries, Inc.), is hereby amended and supplemented as set forth below. Defined terms used in this Amendment No. 10 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 is hereby amended by adding the following paragraphs: "The $1,124,736.60 used to make the purchase reported by this Amendment No. 10 to Schedule 13D came from the Reporting Person's working capital." Item 4. Purposes of the Transaction. - - ------ --------------------------- Item 4 is hereby amended by adding the following paragraphs: "On July 29, 1996, the Reporting Person entered into an oral agreement with a brokerage firm whereby a client of such firm agreed to sell and the Reporting Person agreed to purchase an aggregate of 865,182 shares of Common Stock in a privately-negotiated transaction. The purchase price for such shares of Common Stock was $1.30 per share, inclusive of commissions (or an aggregate consideration of $1,124,736.60). The transaction was conducted entirely between the Reporting Person and the brokerage firm, and there was no agreement or other documentation prepared in connection with the transaction. On June 6, 1996, the Reporting Person entered into an Investment Agreement (the "Investment Agreement") pursuant to which the Reporting Person purchased and the Company sold an aggregate of 7,384,616 shares of Common Stock at a purchase price of $0.8125 (13/16) per share (or an aggregate consideration of $6,000,000.50). This transaction was disclosed in Amendment No. 8 to Schedule 13D dated June 12, 1996. In addition, on July 23, 1996, the Reporting Person purchased an aggregate of 1,164,000 shares of Common Stock in a privately- negotiated transaction at a purchase price per share of $1.30 (or an aggregate consideration of $1,513,200). This transaction was reported in Amendment No. 9 to Schedule 13D dated July 24, 1996. As a result of the purchase of these additional shares, the Reporting Person currently owns an aggregate of 17,497,002 shares of Common Stock representing approximately 82.3% of the outstanding shares of Common Stock." Item 5. Interest in Securities of the Issuer. - - ------ ------------------------------------ The information set forth in Item 4 of this Amendment No. 10 is incorporated by reference in response to this Item 5. Page 3 of 6 Pages Item 6. Contracts, Arrangements, Understandings or Relationships with - - ------ ------------------------------------------------------------- Respect to Securities of the Issuer. ----------------------------------- The information set forth in Item 4 of this Amendment No. 10 is incorporated by reference in response to this Item 6. Item 7. Material to be Filed as Exhibits. - - ------ -------------------------------- Item 7 is hereby amended and restated in its entirety by the following paragraphs: *A Form of proposed Certificate of Ownership and Merger merging ERC Industries, Inc. into ERC Subsidiary, Inc. *B Stock Purchase Agreement dated October 15, 1992 among the John Wood Group PLC, as Purchaser, Quantum Fund, N.V., Warren H. Haber, Lawrence M. Pohly and John L. Teager, as Sellers, and ERC Industries, Inc. *C Standstill and Voting Agreement dated October 15, 1992 among John Wood Group PLC, Quantum Fund, N.V. and ERC Industries, Inc. *D Irrevocable Proxy executed by Quantum Fund, N.V. to John Wood Group PLC and J. Derek P. Jones. *E Notice of Waiver of Conditions to Consummate Purchase Agreement dated November 30, 1992. *F Agreement dated December 4, 1992, between the Reporting Person and ERC Industries, Inc. *G Agreement dated December 4, 1992, among the Reporting Person, ERC Industries, Inc., and the Indemnitees. *H Letter Agreement dated March 5, 1996, between the Reporting Person and Quantum. *I Investment Agreement dated June 6, 1996, between the Reporting Person and the Company. *J Registration Rights Agreement dated June 6, 1996, between the Reporting Person and the Company. * Previously filed. Page 4 of 6 Pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 10 to Schedule 13D is true, complete and correct. Date: August 2, 1996. JOHN WOOD GROUP PLC By: /s/ J. DEREK P. JONES ------------------------------- Name: J. Derek P. Jones Title: Director Page 5 of 6 Pages EXHIBIT INDEX *A Form of proposed Certificate of Ownership and Merger merging ERC Industries, Inc. into ERC Subsidiary, Inc. *B Stock Purchase Agreement dated October 15, 1992 among the John Wood Group PLC, as Purchaser, Quantum Fund, N.V., Warren H. Haber, Lawrence M. Pohly and John L. Teager, as Sellers, and ERC Industries, Inc. *C Standstill and Voting Agreement dated October 15, 1992 among John Wood Group PLC, Quantum Fund, N.V. and ERC Industries, Inc. *D Irrevocable Proxy executed by Quantum Fund, N.V. to John Wood Group PLC and J. Derek P. Jones. *E Notice of Waiver of Conditions to Consummate Purchase Agreement dated November 30, 1992. *F Agreement dated December 4, 1992, between the Reporting Person and ERC Industries, Inc. *G Agreement dated December 4, 1992, among the Reporting Person, ERC Industries, Inc., and the Indemnitees. *H Letter Agreement dated March 5, 1996, between the Reporting Person and Quantum. *I Investment Agreement dated June 6, 1996, between the Reporting Person and the Company. *J Registration Rights Agreement dated June 6, 1996, between the Reporting Person and the Company. * Previously filed. Page 6 of 6 Pages -----END PRIVACY-ENHANCED MESSAGE-----