<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): September 29, 2000
(September 15, 2000)
UNIVERSAL COMPRESSION HOLDINGS, INC.
UNIVERSAL COMPRESSION,
-------------------------------------------------------------------------------
(Exact names of registrants as specified in their charters)
DELAWARE 001-15843 13-3989167
TEXAS 333-48279 74-1282680
------------------ ---------------- -------------------
(States or other (Commission File (IRS Employer
jurisdictions of Numbers) Identification Nos.)
incorporation)
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 2. Acquisition or Disposition of Assets
On September 15, 2000, Universal Compression Holdings, Inc., a
Delaware corporation (the "Company"), completed its acquisition of Gas
Compression Services, Inc., a Michigan corporation ("GCSI"), by merging GCSI
with and into Universal Compression, Inc., a Texas corporation ("UCI") and
wholly-owned operating subsidiary of the Company (the "Merger"). Pursuant to the
terms of the Agreement and Plan of Merger dated as of August 4, 2000 (the
"Merger Agreement"), the shareholders of GCSI received an aggregate of
approximately $12 million in cash and 1,400,726 shares of newly issued
restricted common stock of the Company, par value $.01 per share (the "Common
Stock"), which number of shares was based on the trading price of the Common
Stock on the New York Stock Exchange for a specified trading period prior to
consummation of the Merger. In addition, UCI assumed approximately $57 million
in related debt and operating leases of GCSI, and approximately $6 million of
debt related to customer equipment financing and the associated customer notes
receivable. In connection with the Merger, the Company entered into an Escrow
Agreement with the GCSI shareholders, which is filed herewith as Exhibit 10.1
(the "Escrow Agreement"). Of the shares of the Common Stock issued in the
Merger, 135,887 shares are being held in escrow pursuant to the terms of the
Escrow Agreement to indemnify and reimburse the Company against certain losses
and expenses the Company or UCI may incur as a result of a breach by GCSI or the
GCSI shareholders of their representations and warranties or their failure to
perform their obligations set forth in the Merger Agreement, or as a result of
certain contingencies and matters identified in the Merger Agreement and Escrow
Agreement. Copies of the Merger Agreement and the Escrow Agreement are filed
herewith as Exhibits 2.1 and 10.1, respectively. The Company issued a press
release on September 18, 2000 announcing the completion of the Merger, a copy of
which is filed herewith as Exhibit 99.1.
Item 5. Other Events
Filing of a Registration Statement on Form S-3 and Related Agreements. In
connection with the Merger, the Company entered into a Registration Agreement
with the GCSI shareholders, a copy of which is filed herewith as Exhibit 4.1
(the "Registration Agreement"). Pursuant to the terms of the Registration
Agreement, the Company filed on September 20, 2000 a Registration Statement on
Form S-3 with the Securities and Exchange Commission with respect to the
registration of the resale of up to 500,000 shares of Common Stock received in
the Merger by the two GCSI shareholders. The Reuben James Helton Trust Dated
January 24, 2000 and Michael Pahl, received 1,278,580 shares or 8.7% and 122,146
shares or 0.8%, respectively, of the Common Stock in the Merger on September 15,
2000. Mr. Reuben James Helton, the settlor and trustee of the Trust, is a
consultant and Mr. Pahl is an employee of the Company. Copies of their
respective Consulting and Non-Competition Agreement and Non-Disclosure and
Non-Competition Agreement are filed herewith as Exhibits 10.2 and 10.3,
respectively (the "Company Agreements"). Once the Registration Statement is
declared effective, the selling shareholders may sell up to an aggregate of
500,000 shares of Common Stock in one or more offerings, following the November
20, 2000 lock-up period, except that one of the selling shareholders may request
to sell up to 250,000 shares under a hardship exemption prior to the expiration
of such lock-up period. The Company will not receive any of the proceeds from
any sale of such shares. The Company has also agreed to register the resale of
the remainder of the
<PAGE> 3
shares issued to the GCSI shareholders in the Merger on November 20, 2000 in
accordance with the terms of the Registration Agreement. 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.
New Appointment to the Board of Directors. On September 28, 2000, the
Company issued a press release announcing the expansion of its Board of
Directors (the "Board") from seven to eight members. With the expansion of the
Board, the Company has appointed, effective October 1, 2000, Edmund P. Segner
III, who will serve as a Class B director, with his term of office expiring at
the 2002 annual meeting of the Company's shareholders. A copy of the press
release is filed herewith as Exhibit 99.2.
The Merger Agreement, the Escrow Agreement, the Registration
Agreement, the Company Agreements and the press releases are incorporated herein
by reference into Items 2 and 5 and the foregoing description of such documents
and the transactions contemplated therein are qualified in their entirety by
reference to such exhibits. 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. These risks and
uncertainties are discussed in the Company's filings with the Securities and
Exchange Commission, copies of which are available to the public.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of Business Acquired
Not applicable.
(b) Pro Forma Financial Information
Not applicable.
(c) Exhibits
Exhibit No. Description
2.1 Agreement and Plan of Merger dated as of August 4, 2000 by and
among Universal Compression Holdings, Inc., Universal
Compression, Inc., Gas Compression Services, Inc., the Reuben
James Helton Trust Dated January 24, 2000 and Michael Pahl.
<PAGE> 4
4.1 Registration Agreement dated as of September 15, 2000 by and
among Universal Compression Holdings, Inc., the Reuben James
Helton Trust Dated January 24, 2000 and Michael Pahl.
10.1 Escrow Agreement dated as of September 15, 2000 by and among
Universal Compression Holdings, Inc., the Reuben James Helton
Trust Dated January 24, 2000, Richard J. Zerafa, as
representative of the Trust, Michael Pahl and State Street
Bank and Trust Company.
10.2 Consulting and Non-Competition Agreement effective as of
September 14, 2000 by and between Universal Compression, Inc.
and Reuben James Helton.
10.3 Non-Disclosure and Non-Competition Agreement effective as of
September 14, 2000 by and between Universal Compression
Holdings, Inc. and Michael Pahl.
99.1 Press Release of Universal Compression Holdings, Inc. dated
September 18, 2000.
99.2 Press Release of Universal Compression Holdings, Inc. dated
September 28, 2000.
<PAGE> 5
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: September 29, 2000 By: /s/ RICHARD W. FITZGERALD
--------------------------------
Richard W. FitzGerald
Senior Vice President and
Chief Financial Officer
<PAGE> 6
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
2.1 Agreement and Plan of Merger dated as of August 4, 2000 by and
among Universal Compression Holdings, Inc., Universal
Compression, Inc., Gas Compression Services, Inc., the Reuben
James Helton Trust Dated January 24, 2000 and Michael Pahl.
4.1 Registration Agreement dated as of September 15, 2000 by and
among Universal Compression Holdings, Inc., the Reuben James
Helton Trust Dated January 24, 2000 and Michael Pahl.
10.1 Escrow Agreement dated as of September 15, 2000 by and among
Universal Compression Holdings, Inc., the Reuben James Helton
Trust Dated January 24, 2000, Richard J. Zerafa, as
representative of the Trust, Michael Pahl and State Street
Bank and Trust Company.
10.2 Consulting and Non-Competition Agreement effective as of
September 14, 2000 by and between Universal Compression, Inc.
and Reuben James Helton.
10.3 Non-Disclosure and Non-Competition Agreement effective as of
September 14, 2000 by and between Universal Compression
Holdings, Inc. and Michael Pahl.
99.1 Press Release of Universal Compression Holdings, Inc. dated
September 18, 2000.
99.2 Press Release of Universal Compression Holdings, Inc. dated
September 28, 2000.
</TABLE>
