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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): May 5, 2000
UNIVERSAL COMPRESSION HOLDINGS, INC.
UNIVERSAL COMPRESSION, INC.
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(Exact names of registrants as specified in their charters)
Delaware 333-48283 13-3989167
Texas 333-48279 74-1282680
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(States or other (Commission File (IRS Employer
jurisdictions of incorporation) Numbers) Identification
Nos.)
4440 Brittmoore Road, Houston, Texas 77041
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(Address of principal executive offices) (Zip Code)
(713) 335-7000
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(Registrants' telephone number, including area code)
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Item 5. Other Events
Universal Compression Holdings, Inc. (the "Company") filed an
amendment to its Registration Statement on Form S-1 with the Securities and
Exchange Commission on May 3, 2000 in connection with a proposed public
offering (the "Offering") of 7,000,000 shares of its common stock, par value
$.01 per share and up to an additional 1,050,000 shares if the underwriters
exercise their option to cover any over-allotments. All of the shares in the
Offering are to be sold by the Company. The Company intends to use the proceeds
of the Offering along with the proceeds of an operating lease facility that is
expected to close concurrently with the closing of the Offering to repay all
outstanding indebtedness under its existing credit facility and international
debt agreements, to redeem its 11 3/8% Senior Discount Notes due 2008, and for
general corporate purposes, which may include repurchase of a portion of the 9
7/8% Senior Discount Notes due 2009 issued by its subsidiary, Universal
Compression, Inc.
Included in the Registration Statement are financial results of the
Company for the fiscal year ended March 31, 2000.
The Registration Statement has not yet become effective. The
securities 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 securities in any state in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state.
The statements contained herein that are not historical are
forward-looking statements that are subject to risks and uncertainties that
could cause actual results and events to differ materially from those expressed
in the forward-looking statements.
Item 7. Financial Statements and Exhibits
(c) Exhibits
Exhibit No. Description
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23.1 --- Consent of Deloitte & Touche LLP.
99.1 --- Registration Statement on Form S-1, as amended (incorporated
by reference to Universal Compression Holdings, Inc.'s
Registration Statement on Form S-1, as amended (Commission
File No. 333-34090)).
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
each of the Registrants has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
UNIVERSAL COMPRESSION HOLDINGS, INC.
UNIVERSAL COMPRESSION, INC.
(Registrants)
Date: May 5, 2000 By: /s/ Richard W. FitzGerald
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Richard W. FitzGerald
Senior Vice President and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
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23.1 --- Consent of Deloitte & Touche LLP.
99.1 --- Registration Statement on Form S-1, as amended (incorporated
by reference to Universal Compression Holdings, Inc.'s
Registration Statement on Form S-1, as amended (Commission
File No. 333-34090)).
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EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in the Current Report on Form 8-K
under the Securities Exchange Act of 1934 of Universal Compression Holdings,
Inc. dated May 5, 2000 of our report on the consolidated financial statements of
Universal Compression Holdings, Inc. and subsidiary for the years ended March
31, 2000 and 1999 and for the period from December 12, 1997 (inception) through
March 31, 1998 dated April 28, 2000 and our report on the financial statements
of Tidewater Compression Service, Inc. for the period from April 1, 1997 through
February 20, 1998 dated June 1, 1998, both contained in Registration Statement
No. 33-34090 of Universal Compression Holdings, Inc. on Form S-1 under the
Securities Act of 1933.
DELOITTE & TOUCHE LLP
Houston, Texas
May 5, 2000
