<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
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): October 26, 2000
UNIVERSAL COMPRESSION HOLDINGS, INC.
UNIVERSAL COMPRESSION, INC.
-----------------------------------------------------------
(Exact names of registrants as specified in their charters)
DELAWARE 001-15843 13-3989167
TEXAS 333-48279 74-1282680
---------------------------------- ---------------- --------------------
(States or other jurisdictions of (Commission File (IRS Employer
of incorporation) Numbers) Identification Nos.)
4440 BRITTMOORE ROAD, HOUSTON, TEXAS 77041
------------------------------------------- ----------------
(Address of principal executive offices) (Zip Code)
(713) 335-7000
--------------
(Registrants' telephone number, including area code)
<PAGE> 2
Item 5. Other Events
Universal Compression Holdings, Inc., a Delaware corporation (the
"Company"), issued a press release announcing the execution of an Agreement and
Plan of Merger (the "Merger Agreement") dated October 23, 2000 by and among the
Company, Universal Compression, Inc., a Texas corporation and wholly owned
subsidiary of the Company ("UCI"), Weatherford International, Inc., a Delaware
corporation ("Weatherford"), WEUS Holding, Inc., a Delaware corporation and
wholly owned subsidiary of Weatherford ("WEUS"), and Enterra Compression
Company, a Delaware corporation and wholly owned subsidiary of WEUS ("ECC"),
which provides for the merger of ECC with and into UCI (the "Merger"). The
consideration to be paid in the Merger will consist of 13,750,000 restricted
shares of the Company's common stock, par value $0.01 per share, which following
the Merger, will represent approximately 48% of the Company's outstanding common
stock. Currently Weatherford, through ECC, owns a 64% interest in Weatherford
Global Compression Services, L.P., a Delaware limited partnership, which is a
joint venture (the "Joint Venture") between Weatherford and GE Capital
Corporation ("GECC"). Immediately prior to the Merger, ECC or its affiliate will
acquire the remaining 36% interest in the Joint Venture and related assets from
GECC. Upon completion of the Merger, which is subject to approval by the
Company's stockholders, regulatory approval, financing conditions and other
customary closing conditions, the Joint Venture will become an indirect, wholly
owned subsidiary of the Company. A copy of the Merger Agreement is filed
herewith as Exhibit 10.1 and is incorporated herein by reference. In connection
with the Merger Agreement, the Company will enter into a Registration Rights
Agreement with WEUS which will provide certain demand and piggyback registration
rights upon the consummation of the Merger. A copy of the press release is
attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The statements contained herein that are not historical are
forward-looking statements made pursuant to the Safe Harbor provisions of the
Private Securities Litigation Reform Act of 1995, which are subject to risks and
uncertainties that could cause actual results and events to differ materially
from those expressed in the forward looking statement. Such risks and
uncertainties include, but are not limited to, costs and difficulties related to
failure of the parties to satisfy closing conditions, risks and effects of legal
and administrative proceedings and governmental regulations, the integration of
acquired businesses, costs, delays, and any other difficulties related to the
Merger, future financial and operational results, competition, general economic
conditions, ability to manage and continue growth, risks of international
operations and other factors detailed in Universal Compression Holdings' and
Weatherford's Forms 10-K and other filings with the Securities and Exchange
Commission.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
Exhibit No. Description
10.1 Agreement and Plan of Merger dated October 23, 2000 by
and among Weatherford International, Inc., WEUS Holding,
Inc., Enterra Compression Company, Universal Compression
Holdings, Inc. and Universal Compression, Inc.
99.1 Press Release of Universal Compression Holdings, Inc.
dated October 24, 2000.
<PAGE> 3
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrants have duly caused this report to be signed on their behalf by the
undersigned hereunto duly authorized.
UNIVERSAL COMPRESSION HOLDINGS, INC.
UNIVERSAL COMPRESSION, INC.
(REGISTRANTS)
Date: October 26, 2000 By: /s/ RICHARD W. FITZGERALD
------------------------------------
Richard W. FitzGerald
Senior Vice President and Chief
Financial Officer
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
10.1 Agreement and Plan of Merger dated October 23, 2000 by and
among Weatherford International, Inc., WEUS Holding, Inc.
Enterra Compression Company, Universal Compression
Holdings, Inc. and Universal Compression, Inc.
99.1 Press Release of Universal Compression Holdings, Inc.
dated October 24, 2000.
</TABLE>
