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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): April 7, 2000
UNIVERSAL COMPRESSION HOLDINGS, INC.
UNIVERSAL COMPRESSION, INC.
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(Exact name of registrant as specified in its charter)
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<S> <C> <C>
Delaware 333-48283 13-3989167
Texas 333-48279 74-1282680
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(State or other jurisdiction (Commission File Number) (IRS Employer Identification No.)
of incorporation)
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<S> <C>
4440 Brittmoore Road, Houston, Texas 77041
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(Address of principal executive offices) (Zip Code)
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(713) 335-7000
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(Registrant's telephone number, including area code)
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Item 5. Other Events
Universal Compression Holdings, Inc. (the "Company") filed a
Registration Statement on Form S-1 with the Securities and Exchange Commission
on April 5, 2000 in connection with a proposed public offering (the "Offering")
of its common stock, par value $.01 per share. 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 redemption of a portion of the 9
7/8% Senior Discount Notes due 2009 issued by its subsidiary, Universal
Compression, Inc.
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
None
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
UNIVERSAL COMPRESSION HOLDINGS, INC.
UNIVERSAL COMPRESSION, INC.
(Registrant)
Date: April 7, 2000 By: /s/ Richard W. FitzGerald
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Richard W. FitzGerald
Senior Vice President and Chief Financial Officer
