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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ________)*
Universal Compression Holdings, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
913431 10 2
--------------
(CUSIP Number)
Curtis W. Huff
Weatherford International, Inc.
515 Post Oak Boulevard, Suite 600
Houston, Texas 77027
(713) 693-4000
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
October 23, 2000
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(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 ss.240.13d-1(e),ss.240.13d-1(f) or ss.240.13d-1(g), check
the following box [ ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 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).
Page 1 of 20 Pages
Exhibit Index begins on page 20.
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SCHEDULE 13D
CUSIP NO. 9134341 10 2
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
WEUS Holding, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
SC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
9,471,346 shares
NUMBER OF -----------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 9,773,528 shares
EACH -----------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 13,750,000 shares
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10 SHARED DISPOSITIVE POWER
3,124,848 shares
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,244,874 shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
67.7% (based upon the number of shares outstanding on October 20, 2000
and the number of shares to be issued by Universal in the Merger)
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14 TYPE OF REPORTING PERSON
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT
Page 2 of 20 Pages
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SCHEDULE 13D
CUSIP NO. 9134341 10 2
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Weatherford International, Inc.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
SC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
9,471,346 shares
NUMBER OF -----------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 9,773,528 shares
EACH -----------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 13,750,000 shares
-----------------------------------------------------
10 SHARED DISPOSITIVE POWER
3,124,848 shares
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,244,874 shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
67.7% (based upon the number of shares outstanding on October 20, 2000
and the number of shares to be issued by Universal in the Merger)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT
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ITEM 1. SECURITY AND ISSUER.
This Statement on Schedule 13D relates to the beneficial ownership of
shares of common stock, par value $0.01 per share ("Universal Common Stock"), of
Universal Compression Holdings, Inc. ("Universal"). The address of Universal's
principal executive offices is 4440 Brittmoore Road, Houston, Texas 77041.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This Statement on Schedule 13D is being filed by Weatherford
International, Inc., a Delaware corporation ("Weatherford"), and WEUS Holding,
Inc., a Delaware corporation and a wholly owned subsidiary of Weatherford
("WEUS") (each individually a "Reporting Person" and together, the "Reporting
Persons"). Attached as Schedule I and Schedule II is information concerning the
executive officers and directors of the Weatherford and WEUS, respectively,
required to be disclosed in response to Item 2 and General Instruction C to
Schedule 13D. Such executive officers and directors may be deemed, but are not
conceded to be, controlling persons of Weatherford and WEUS. Except for
Weatherford's control of WEUS, no corporation or other person is or may be
deemed to be ultimately in control of Weatherford or WEUS.
(b) The address of the principle offices of both Weatherford and WEUS
is 515 Post Oak Boulevard, Suite 600, Houston, Texas 77027.
(c) Weatherford is a provider of equipment and services used for the
drilling, completion and production of oil and natural gas wells. WEUS is a
holding company.
(d) During the last five years, neither of the Reporting Persons nor
any of the persons listed in Schedule I and Schedule II has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, neither of the Reporting Persons nor
any of the persons listed in Schedule I or Schedule II has been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
as a result of which any of such persons was or is subject to a judgment, decree
or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
(f) Weatherford and WEUS are Delaware corporations, and, except as
otherwise noted, all persons named in Schedule I and Schedule II are citizens of
the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On October 23, 2000, each of the Reporting Persons entered into an
Agreement and Plan of Merger (the "Merger Agreement") with Universal, Enterra
Compression Company, a direct wholly
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owned subsidiary of WEUS ("Enterra"), and Universal Compression, Inc., a direct
wholly owned subsidiary of Universal ("Merger Subsidiary"), providing, among
other things, for the merger (the "Merger") of Enterra with and into Merger
Subsidiary. In connection with the Merger Agreement and to induce Weatherford,
WEUS and Enterra to enter into the Merger Agreement, (i) Universal and certain
stockholders of Universal (the "Stockholders") entered into a Stockholders'
Agreement (the "Stockholders' Agreement") with WEUS, dated as of October 23,
2000, relating to the voting of an aggregate of 5,494,874 shares of Universal
Common Stock then owned by and thereafter acquired by the Stockholders (as well
as shares of Universal Common Stock the holders thereof are obligated to vote in
the same manner as the Stockholders), and (ii) Universal agreed pursuant to the
terms of the Merger Agreement to enter into, at the effective time of the
Merger, a Registration Rights Agreement with WEUS (the "Registration Rights
Agreement") relating to the registration under the Securities Act of 1933, as
amended, of shares of Universal Common Stock acquired by WEUS in the Merger or
thereafter. Pursuant to the terms of the Merger Agreement and to induce
Universal and Merger Subsidiary to enter into the Merger Agreement, (i) the
Reporting Persons agreed to enter into, at the effective time of the Merger, a
Voting Agreement with Universal (the "Voting Agreement") relating to the voting
of certain shares of Universal Common Stock that WEUS has the right to vote,
direct the vote of, or cause in any manner the voting of following the effective
time of the Merger and (ii) Weatherford agreed to enter into, at the effective
time of the Merger, a Transitional Services Agreement (the "Transitional
Services Agreement") with Weatherford Global Compression Services, L.P., a
subsidiary of Enterra (the "Partnership"), requiring Weatherford to provide
certain services to the Partnership, and receive compensation therefor,
following the effective time of the Merger. In addition, Weatherford, WEUS and
Enterra entered into a Purchase Agreement (the "Purchase Agreement"), dated as
of October 23, 2000, with General Electric Capital Corporation ("GE Capital")
and Global Compression Services, Inc. ("Global") providing for the purchase by
Enterra of the interests of Global in, among other things, the Partnerhsip
immediately prior to the effective time of the Merger. Unless otherwise
indicated, each capitalized term used but not defined herein shall have the
meaning assigned to such term in the Merger Agreement, the Stockholders'
Agreement, the Registration Rights Agreement, the Voting Agreement, the
Transitional Services Agreement or the Purchase Agreement.
The Merger Agreement contemplates that all of the outstanding shares of
common stock of Enterra ("Enterra Common Stock") will be converted into the
right to receive an aggregate of 13,750,000 shares of Universal Common Stock
(the "Merger Consideration").
Consummation of the Merger is subject to various conditions, including
approval by the stockholders of Universal of the issuance of the Merger
Consideration, refinancing of indebtedness of Universal and the Partnership,
receipt of all regulatory approvals and expiration or termination of all waiting
periods under the HSR Act and appropriate foreign regulations.
For a description of the Merger Agreement, the Stockholders' Agreement,
the Registration Rights Agreement, the Voting Agreement, the Transitional
Services Agreement and the Purchase Agreement, see Item 4.
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ITEM 4. PURPOSE OF TRANSACTION
THE MERGER AGREEMENT
The Merger and the Merger Consideration
As noted in Item 3, the Merger Agreement provides for the merger of
Enterra with and into Merger Subsidiary, pursuant to which all outstanding
shares of Enterra Common Stock will be converted into the right to receive the
Merger Consideration. If the Merger is effected, each of the Reporting Persons
will be deemed to acquire more than five percent of the outstanding shares of
Universal Common Stock.
No cash payments will be made to the Reporting Persons in consideration
for the sale of the Enterra Common Stock.
Appointment to the Board of Directors
Pursuant to the terms of the Merger Agreement, the Board of Directors
of Universal is required to take such action as is necessary so that immediately
following the effective time of the Merger it will be comprised of eleven
members, three of whom will be persons designated by WEUS (the "Weatherford
Nominees"). One Weatherford Nominee will be appointed as a Class A director with
a term of office expiring in 2001, one Weatherford Nominee will be appointed as
a Class B director with a term of office expiring in 2002, and one Weatherford
Nominee will be appointed as a Class C director with a term of office expiring
in 2003. After such appointments, the Board of Directors of Universal shall
cause the Weatherford Nominees, or any other persons nominated by WEUS in place
of the Weatherford Nominees, to stand for election to the Board of Directors of
Universal at Universal's next succeeding Annual Meeting of Stockholders
following the expiration of their respective terms of office. At each Annual
Meeting of Stockholders of Universal, the Board of Directors shall nominate the
Weatherford Nominees whose term of office is then expiring (or such other
Weatherford Nominees as are nominated by WEUS) to stand for election to the
Board of Directors of Universal, and Universal shall support the election of
such person.
Additionally, the Merger Agreement provides that in the event WEUS ever
directly or indirectly beneficially owns (including ownership by any affiliate
of WEUS) in the aggregate less than 20% of the outstanding Universal Common
Stock, the number of persons to be designated by WEUS shall be reduced to two
persons, and if such ownership falls below 10% of the outstanding Universal
Common Stock, the obligations of Universal and the rights of WEUS with respect
to the designation and election of members to the Universal Board of Directors
shall cease.
Waiver of Section 203 of the Delaware General Corporation Law
In the Merger Agreement, Universal represented to Weatherford, WEUS and
Enterra that its Board of Directors had taken all actions necessary and
appropriate to render the limitations on
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business combinations contained in Section 203 of the Delaware General
Corporation Law inapplicable, as of the date of the Merger Agreement and at all
times thereafter, to the Merger Agreement, the Stockholders' Agreement, the
consummation of the Merger, the issuance to WEUS of Universal Common Stock at
the effective time of the Merger, and the other transactions contemplated by the
Merger Agreement and the Stockholders' Agreement.
THE STOCKHOLDERS' AGREEMENT
Concurrently with the execution and delivery of the Merger Agreement
and as a condition to WEUS', Weatherford's and Enterra's willingness to enter
into the Merger Agreement, WEUS, Universal and the Stockholders entered into the
Stockholders' Agreement. Pursuant to the Stockholders' Agreement, each
Stockholder has agreed that it shall, and shall take any and all actions
necessary to cause the Co-Investors (as defined therein) to, at any meeting of
the stockholders of Universal (including, but not limited to, the Parent
Stockholders' Meeting (as defined in the Merger Agreement)), and in any action
by written consent of the stockholders of Universal in lieu of a meeting, vote
all of the Pre-Merger Voting Shares (as defined herein) (a) in favor of all
matters requiring the approval of the stockholders of Universal to consummate
the Merger, including, but not limited to, the issuance of the shares of
Universal Common Stock pursuant to the Merger, and the other transactions
contemplated by the Merger Agreement, and (b) against any Takeover Proposal (as
defined in the Merger Agreement) or any agreement, arrangement or transaction
relating to any Takeover Proposal or required in order to implement the same or
any action or agreement that, directly or indirectly, is inconsistent with the
Merger Agreement or the transactions contemplated thereby or that is reasonably
likely (i) to impede, interfere with, delay or postpone the Merger or the other
transactions contemplated by the Merger Agreement, (ii) to result in a breach of
any covenant, representation, warranty or any other obligation of Universal or
Merger Subsidiary under the Merger Agreement, or (iii) to cause any conditions
to the obligations of the parties under the Merger Agreement not to be
fulfilled.
At the date of the execution of the Stockholders' Agreement, the
Pre-Merger Voting Shares consisted of 5,494,874 shares of Universal Common
Stock, including (a) 3,124,848 shares of which the Stockholders were record
owners, (b) 195,497 shares the Stockholders had the power to vote pursuant to a
Voting Trust and (c) 2,174,529 shares the Stockholders had the power to cause
other holders to vote pursuant to a Voting Agreement. In addition, the
Pre-Merger Voting Shares include all other shares of capital stock or voting
securities of Universal of which a Stockholder (x) is a direct or indirect
beneficial owner as of the date of the Stockholders' Agreement, (y) becomes the
direct or indirect beneficial owner after the date of the Stockholders'
Agreement, including, but not limited to, shares or voting securities received
pursuant to any stock splits, stock dividends or distributions, shares or voting
securities acquired by purchase or upon the exercise, conversion, or exchange of
any option, warrant, or convertible security or otherwise, and shares or voting
securities received pursuant to any change in the capital stock of Universal by
reason of any recapitalization, merger, reorganization, consolidation,
combination, exchange of shares, or any transaction with like purpose or effect
or (c) becomes able to vote, direct the vote of, or cause in any manner the
voting
Page 7 of 20 Pages
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of, which shares or other securities are not owned beneficially or of record
solely by the Stockholders.
During the term of the Stockholders' Agreement, the Stockholders have
agreed not to directly or indirectly sell, convey or transfer record or
beneficial ownership of any Pre-Merger Voting Shares, including the right to
vote, cause the voting of, or influence the manner in which are voted the
Pre-Merger Voting Shares, by any means whatsoever to any person or entity,
without the prior written consent of WEUS unless such transferee agrees to be
bound by the terms of the Stockholders' Agreement and executes and delivers the
Stockholders' Agreement to WEUS.
The Stockholders' Agreement will terminate (a) by the written mutual
consent of the parties thereto or (b) automatically and without any required
action by the parties thereto upon the earliest to occur of (i) the effective
time of the Merger, (ii) the date on which the Merger Agreement is terminated,
or (iii) April 1, 2001. In addition, any Stockholder may terminate the
Stockholders' Agreement if Weatherford, WEUS, or Enterra breaches any
representation, warranty, covenant or other agreement contained in the Merger
Agreement that (A) would give rise to the failure of Weatherford, WEUS, or
Enterra to satisfy any condition set forth in Section 8.2(a) of the Merger
Agreement, and (B) cannot be or has not been cured within 45 days after the
giving of written notice to Weatherford, WEUS, or Enterra of such breach (a
"Material Breach") (provided that such Stockholder is not then in breach in any
material respect of any obligation, covenant, or other agreement contained in
the Stockholders' Agreement or in Material Breach of any representation or
warranty contained in the Stockholders' Agreement. If, however, the Parent
Stockholders' Meeting is scheduled to occur after the giving of notice of a
Material Breach but before (i) the determination that such breach cannot be
cured or (ii) expiration of the 45-day cure period, as applicable (the dates in
(i) and (ii), the "Cure Deadline"), if necessary Universal will adjourn the
Parent Stockholders' Meeting for such time as may be necessary so that such
meeting shall not occur prior to the applicable Cure Deadline.
THE REGISTRATION RIGHTS AGREEMENT
In connection with the Merger Agreement and to induce Weatherford and
WEUS to enter into the Merger Agreement, Universal agreed to enter into a
Registration Rights Agreement with WEUS at the effective time of the Merger
pursuant to which WEUS will be entitled to require Universal to register at any
time under the Securities Act of 1933 the shares of Universal Common Stock
constituting the Merger Consideration and any shares of Universal Common Stock
later acquired by WEUS. However, Universal will not be required to effect more
than three such registrations. In addition, the Registration Rights Agreement
will entitle WEUS to include shares of Universal Common Stock owned by it in a
registration statement filed by Universal under the Securities Act of 1933. The
registration rights granted to WEUS under the Registration Rights Agreement are
subject to certain limitations described therein.
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THE VOTING AGREEMENT
In connection with the Merger Agreement and to induce Universal and
Merger Subsidiary to enter into the Merger Agreement, Weatherford and WEUS
agreed to enter into the Voting Agreement with Universal at the effective time
of the Merger. Pursuant to the terms of the Voting Agreement, WEUS will, and
Weatherford will agree to cause WEUS to, on each matter presented for a vote at
any duly convened meeting of the stockholders of Universal, and in any action by
written consent of the stockholders of Universal in lieu of a meeting, vote all
shares of Universal Common Stock in excess of 33 1/3% of the total shares of
Universal Common Stock issued and outstanding (excluding any shares owned by any
subsidiary of Universal) that WEUS has the right to vote, direct the vote of, or
cause in any manner the voting of (collectively, the "Post-Merger Voting
Shares"), in the same proportions as the shares of Universal Common Stock held
by the public (excluding (a) shares directly or indirectly beneficially owned by
Castle Harlan, Inc., Castle Harlan Partners III, L.P., Castle Harlan Offshore
Partners III, L.P., Castle Harlan Affiliates III, L.P. and their affiliates
(collectively, "Castle Harlan") and any shares subject to voting trusts, voting
agreements or similar agreements for which John K. Castle serves as trustee or
to which Castle Harlan or any of its affiliates is a party or of which any of
them is a beneficiary and (b) shares directly or indirectly beneficially owned
by Weatherford, WEUS or Weatherford's subsidiaries) are voted.
The Voting Agreement will terminate (a) by the mutual written consent
of the parties thereto, (b) automatically and without any required action by the
parties thereto on the earlier of (i) the second anniversary of the effective
time of the Merger or (ii) the date that Castle Harlan and its affiliates
collectively own less that 5% of the issued and outstanding Universal Common
Stock, or (c) on any earlier date that the shares of Universal Common Stock
acquired by WEUS in the Merger represent less than 33 1/3% of the then
outstanding shares of Universal Common Stock.
TRANSITIONAL SERVICES AGREEMENT
In connection with the Merger Agreement, Weatherford agreed to enter
into a Transitional Services Agreement with the Partnership pursuant to which
Weatherford will provide certain services for a limited period of time to the
Partnership for a fee following the effective time of the Merger. The services
to be provided and the fees to be paid therefor will be mutually agreed to by
Universal and Weatherford.
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THE PURCHASE AGREEMENT
Concurrently with the execution of the Merger Agreement, Weatherford,
WEUS and Enterra entered into a Purchase Agreement (the "Purchase Agreement")
pursuant to which Enterra will, immediately prior to the effective time of the
Merger, acquire from Global (a) all of the common shares owned by Global in
Weatherford Global Compression Services, Ltd. ("Canada"), (b) Global's 35.64%
limited partner interest in Weatherford Global Compression Services, L.P. (the
"Limited Partnership"), and (c) Global's 36% membership interest in Weatherford
Global Compression Holding, L.L.C. (the "General Partner") (collectively, the
"Interests"). As a result of Enterra's purchase of the Interests from Global,
Canada, the Limited Partnership and the General Partner will all become wholly
owned subsidiaries of Enterra. The closing of Enterra's purchase of the
Interests and the closing of the Merger are contingent upon one another.
Either or both of the Reporting Persons may change any of its current
intentions, acquire a beneficial interest in additional shares of Universal
Common Stock, or take any other action with respect to Universal or any of its
equity securities in any manner permitted by law. Reference is hereby made to
Articles III through VIII of the Merger Agreement for a description of other
transactions or events of the type described in paragraphs (a) through (j) of
Item 4 of Schedule 13D.
Except as disclosed in this Item 4, neither of the Reporting Persons
has any current plans or proposals that relate to or would result in any of the
events described in paragraphs (a) through (j) of Item 4 of Schedule 13D.
The filing of this Statement on Schedule 13D shall not be construed as
an admission by either of the Reporting Persons that, for purposes of Sections
13(d) and 13(g) of the Securities Exchange Act of 1934, as amended, either of
the Reporting Persons is the beneficial owner of the shares of Universal Common
Stock to which this Statement on Schedule 13D relates.
The foregoing response to this Item 4 is qualified in its entirety by
reference to the Merger Agreement, the full text of which is filed as Exhibit A
hereto, the Stockholders' Agreement, the full text of which is filed as Exhibit
B hereto, the Form of Registration Rights Agreement, the full text of which is
filed as Exhibit C hereto, the Form of Voting Agreement, the full text of which
is filed as Exhibit D hereto, the Form of Transitional Services Agreement, the
full text of which is filed as Exhibit E hereto, and the Purchase Agreement, the
full text of which is filed as Exhibit F hereto. All such agreements are
incorporated herein by reference.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Universal represented in the Merger Agreement that it had
outstanding as of the close of business on October 20, 2000 an aggregate of
14,664,038 shares of Universal Common Stock. As of the date of this Schedule
13D, each Reporting Person may be deemed to beneficially own up to the number of
shares and corresponding percentages of the outstanding shares of Universal
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Common Stock as is set forth on the cover page of this Schedule 13D. Such
information is incorporated herein by reference.
The aggregate 19,244,874 shares of Universal Common Stock that the
Reporting Persons may be deemed to beneficially own include: (1) 13,750,000
shares of Universal Common Stock, which will represent approximately 48.4% of
the outstanding shares of Universal Common Stock after the Merger, that WEUS
will have the right to acquire at the effective time of the Merger as a result
of the automatic conversion of the Enterra Common Stock into the right to
receive such number of shares at the effective time; and (2) 5,494,874 shares of
Universal Common Stock that are the Pre-Merger Voting Shares subject to the
Stockholders' Agreement described in Item 4 above and which represent
approximately 37.5% of the outstanding shares of Universal Common Stock as of
October 20, 2000.
(b) The number of shares of Universal Common Stock as to which there is
sole power to vote or to direct the vote, shared power to vote or direct the
vote, sole power to dispose or to direct the disposition, or shared power to
dispose or direct the disposition for each Reporting Person is set forth on the
cover pages of this Schedule 13D, and such information is incorporated herein by
reference.
Prior to the effective time of the Merger and during the term of the
Stockholders' Agreement, the Reporting Persons will not have the sole power to
vote any shares of Universal Common Stock, but may be deemed to have shared
power to vote or direct the vote of up to 5,494,874 shares of Universal Common
Stock that are Pre-Merger Voting Shares subject to the Stockholders' Agreement.
The power to vote or direct the vote of the Pre-Merger Voting Shares is shared
with those persons who are the record holders of such shares and those persons
who have the right to vote such shares pursuant to voting arrangements with such
persons.
Prior to the effective time of the Merger and during the term of the
Stockholders' Agreement, the Reporting Persons will not have the sole power to
dispose of or to direct the disposition of any shares of Universal Common Stock,
but may be deemed to have shared power to dispose of or to direct the
disposition of up to 3,124,848 shares of Universal Common Stock that are
Pre-Merger Voting Shares subject to the Stockholders' Agreement and that are
owned of record by the Stockholders that are a party thereto. The power to
dispose of or direct the disposition of such Pre-Merger Voting Shares is shared
with the Stockholders.
The information with respect to each person with whom the Reporting
Persons share the power to vote or to direct the vote or to dispose or direct
the disposition of shares of Universal Common Stock prior to the effective time
of the Merger is based solely upon the public filings of such persons and is
incorporated herein by reference to the information included in Items 2, 5, 6
and Schedule I of the Schedule 13D with respect to Universal Common Stock filed
on June 9, 2000 by Castle Harlan and the other reporting persons named therein
(the "Castle Harlan 13D"), which Items and Schedule are filed as Exhibit G
hereto. In addition, the two Voting Trust Agreements, the Voting Agreement and
the First Amendment to Voting Agreement referred to therein are filed hereto
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as Exhibits H, I, J and K, respectively, and are incorporated herein by
reference. References to the term "Shares" in Exhibit G hereto refer to shares
of Universal Common Stock.
After the Effective Time of the Merger and after termination of the
Stockholders' Agreement, the Reporting Persons may be deemed to have the sole
power to vote or direct the voting of up to 9,471,346 of the 13,750,000 shares
of Universal Common Stock to be received in the Merger, which amount is equal to
33 1/3% of the shares of Universal Common Stock to be outstanding after the
Merger. The Reporting Persons have agreed to vote the remainder of the
13,750,000 shares to be received in the Merger (4,278,654 shares, referred to in
this Schedule 13D as the Post-Merger Voting Shares) in the same proportion as
the Public Shares (as defined in the Voting Agreement) are voted, and therefore,
may be deemed to share the power to vote or to direct the vote of such shares
with the other holders of Public Shares. It is impracticable to provide the
information required by Item 2 with respect to such stockholders.
After the Effective Time of the Merger and after the termination of the
Stockholders' Agreement, the Reporting Persons may be deemed to have the sole
power to dispose of or direct the disposition of all 13,750,000 shares of
Universal Common Stock acquired in connection with the Merger and will not share
the power to dispose of or direct the disposition of such shares with any other
person.
(c) Not applicable.
(d) The Reporting Persons do not have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of the
Pre-Merger Voting Shares.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
The responses to Item 3, Item 4, Item 5, the Merger Agreement, the
Stockholders' Agreement, the Registration Rights Agreement, the Voting
Agreement, the Transitional Services Agreement and the Purchase Agreement are
incorporated herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following are filed herewith as exhibits to this Schedule 13D:
A. Agreement and Plan of Merger, dated as of October 23,
2000, by and among Weatherford, WEUS, Enterra, Universal
and Merger Subsidiary (incorporated by reference to
Exhibit 10.1 to the Current Report on Form 8-K of
Universal (File No. 001-15843) and Merger Subsidiary (File
No. 333-48279) filed on October 26, 2000).
Page 12 of 20 Pages
<PAGE> 13
B. Stockholders' Agreement, dated as of October 23, 2000, by
and among WEUS, Universal, Castle Harlan Partners III,
Castle Harlan Offshore Partners III, L.P., Castle Harlan
Affiliates III, L.P. and John K. Castle.
C. Form of Registration Rights Agreement between WEUS and
Universal.
D. Form of Voting Agreement by and among Weatherford, WEUS
and Universal.
E. Form of Transitional Services Agreement between
Weatherford and Weatherford Global Compression Services,
L.P.
F. Purchase Agreement, dated as of October 23, 2000, by and
among Weatherford, WEUS, Enterra, Global and GE Capital.
G. Items 2, 5 and 6 and Schedule I of the Schedule 13D filed
with the Securities and Exchange Commission with respect
to Universal Common Stock on June 9, 2000 by Castle Harlan
and the reporting persons named therein (the "Castle
Harlan 13D").
H. Voting Trust Agreement, dated as of February 20, 1998
among Universal, the stockholders named therein, and John
K. Castle, as voting trustee (incorporated by reference to
Exhibit 1 to the Castle Harlan 13D).
I. Voting Trust Agreement, dated as of December 1, 1998,
among Universal, the stockholders named therein, and John
K. Castle, as voting trustee (incorporated by reference to
Exhibit 2 to the Castle Harlan 13D).
J. Voting Agreement, dated as of February 20, 1998, among
Universal, Castle Harlan Partners III and the Co-Investors
named therein (incorporated by reference to Exhibit 3 to
the Castle Harlan 13D).
K. First Amendment to Voting Agreement, dated as of May 19,
2000, among Universal, Castle Harlan Partners III and the
Co-Investors named therein (incorporated by reference to
Exhibit 4 to the Castle Harlan 13D).
L. Joint Filing Agreement, dated as of November 2, 2000.
Page 13 of 20 Pages
<PAGE> 14
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: November 2, 2000
WEATHERFORD INTERNATIONAL, INC.
By: /s/ Burt M. Martin
-------------------
Name: Burt M. Martin
Title: Vice President - Legal
WEUS HOLDING, INC.
By: /s/ Burt M. Martin
-------------------
Name: Burt M. Martin
Title: Assistant Secretary
Page 14 of 20 Pages
<PAGE> 15
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS
OF
WEATHERFORD INTERNATIONAL, INC.
The following table sets forth the name, business address and present
principal occupation or employment of each director and executive officer of
Weatherford. Unless otherwise indicated below, each such person is a citizen of
the United States of America and is an employee of Weatherford, and the business
address of each such person is c/o Weatherford International, Inc., 515 Post Oak
Boulevard, Suite 600, Houston, Texas 77027. During the last five years, none of
the persons listed below has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors), nor has any of such persons been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which such person was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
<TABLE>
<CAPTION>
Present Principal Occupation or Employment;
Name Business Address
---- -------------------------------------------
<S> <C>
Bernard J. Duroc-Danner Chairman of the Board of Directors, President and Chief
Executive Officer
Donald R. Galletly Senior Vice President - Communications and Investor
Relations
Curtis W. Huff Chief Financial Officer, Executive Vice President, General
Counsel and Secretary
E. Lee Colley, III Senior Vice President and President - Artificial Lift Systems
Bruce F. Longaker, Jr. Executive Vice President and President - Compression
Services
Jon R. Nicholson Senior Vice President - Human Resources
Gary L. Warren Senior Vice President and President - Drilling & Intervention
Services
Mark E. Hopmann Senior Vice President and President - Completion Systems
James N. Parmigiano Vice President - Operational Controller
</TABLE>
Page 15 of 20 Pages
<PAGE> 16
<TABLE>
<CAPTION>
Present Principal Occupation or Employment;
Name Business Address
---- -------------------------------------------
<S> <C>
Lisa W. Rodriguez Vice President - Accounting, Controller and Assistant
Treasurer
Burt M. Martin Vice President - Legal, Associate General Counsel and
Assistant Secretary
James M. Hudgins Tax Director and Assistant Secretary
C. Paige DiMaggio Treasurer
Elizabeth N. Idom Assistant Treasurer
Philip Burguieres Director of Weatherford and Chief Executive Officer of EMC
Holdings, LLC, a private energy investment firm 711 Louisiana,
33rd Floor Houston, Texas 77002
David J. Butters Director of Weatherford and a Managing Director of Lehman
Brothers Inc., an investment banking company
Lehman Brothers Inc.
3 World Financial Center
200 Vesey Street, 11th Floor
New York, New York 10285
Sheldon B. Lubar Director of Weatherford and Chairman of Lubar & Co., a
private investment and management company
Lubar & Co.
700 North Water St., #1200
Milwaukee, Wisconsin 53202
William Macaulay Director of Weatherford and Chairman and Chief Executive
Officer of First Reserve Corporation, a corporation that
manages various investment company funds
First Reserve Corporation
475 Steamboat Road
Greenwich, Connecticut 06830
</TABLE>
Page 16 of 20 Pages
<PAGE> 17
<TABLE>
<CAPTION>
Present Principal Occupation or Employment;
Name Business Address
---- -------------------------------------------
<S> <C>
Robert B. Millard Director of Weatherford and a Managing Director of Lehman
Brothers Inc., an investment banking company
Lehman Brothers Inc.
3 World Financial Center
200 Vesey Street, 11th Floor
New York, New York 10285
Robert K. Moses, Jr. Director of Weatherford and a private investor, principally in
the oil and gas exploration and oilfield services business in
Houston, Texas
Black Jack Resources, Inc.
4544 Post Oak Place Dr., #320
Houston, Texas 77027
Robert A. Rayne Director of Weatherford and an Executive Director of London
Merchant Securities plc, a United Kingdom-listed public
limited company engaged in property investment and
development with major investments in leisure enterprises
London Merchant Securities plc
33 Robert Adam Street
London W1M 5AH England
Mr. Rayne is a citizen of the U.K.
</TABLE>
Page 17 of 20 Pages
<PAGE> 18
SCHEDULE II
DIRECTORS AND EXECUTIVE OFFICERS
OF
WEUS HOLDING, INC.
The following table sets forth the name, business address and present
principal occupation or employment of each director and executive officer of
WEUS. Unless otherwise indicated below, each such person is a citizen of the
United States of America, and the business address of each such person is c/o
WEUS Holding, Inc., 515 Post Oak Boulevard, Suite 600, Houston, Texas 77027.
During the last five years, none of the persons listed below has been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors),
nor has any of such persons been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which such person
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
<TABLE>
<CAPTION>
Present Principal Occupation or Employment;
Name Business Address
---- -------------------------------------------
<S> <C>
George W. Ribble President and Director of WEUS and General Manager of
Weatherford U.S., L.P.
Weatherford U.S., L.P.
202 Industrial Boulevard
Houma, Louisiana 70363
James M. Hudgins Tax Director of WEUS and Tax Director & Assistant
Secretary of Weatherford
Curtis W. Huff Executive Vice President of WEUS and Chief Financial
Officer, Executive Vice President, General Counsel and
Secretary of Weatherford
Peggy H. Matherne Secretary of WEUS and Administrative Assistant of
Weatherford U.S., L.P.
Weatherford U.S., L.P.
202 Industrial Boulevard
Houma, Louisiana 70363
Burt M. Martin Assistant Secretary of WEUS and Vice President - Legal,
Associate General Counsel and Assistant Secretary of
Weatherford
</TABLE>
Page 18 of 20 Pages
<PAGE> 19
<TABLE>
<CAPTION>
Present Principal Occupation or Employment;
Name Business Address
---- -------------------------------------------
<S> <C>
Geoffrey K. Inose Director of WEUS and Tax Manager of Weatherford Canada
Ltd.
Weatherford Canada Ltd.
2801 - 84th Avenue
Edmonton, Alberta T6P1K1
Canada
Mr. Inose is a citizen of Canada.
</TABLE>
Page 19 of 20 Pages
<PAGE> 20
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
A. Agreement and Plan of Merger, dated as of October 23,
2000, by and among Weatherford, WEUS, Enterra,
Universal and Merger Subsidiary (incorporated by
reference to Exhibit 10.1 to the Current Report on
Form 8-K of Universal (File No. 001-15843) and Merger
Subsidiary (File No. 333-48279) filed on October 26,
2000).
B. Stockholders' Agreement, dated as of October 23,
2000, by and among WEUS, Universal, Castle Harlan
Partners III, Castle Harlan Offshore Partners III,
L.P., Castle Harlan Affiliates III, L.P. and John K.
Castle.
C. Form of Registration Rights Agreement between WEUS
and Universal.
D. Form of Voting Agreement by and among Weatherford,
WEUS and Universal.
E. Form of Transitional Services Agreement between
Weatherford and Weatherford Global Compression
Services, L.P.
F. Purchase Agreement, dated as of October 23, 2000, by
and among Weatherford, WEUS, Enterra, Global and GE
Capital.
G. Items 2, 5 and 6 and Schedule I of the Schedule 13D
filed with the Securities and Exchange Commission
with respect to Universal Common Stock on June 9,
2000 by Castle Harlan and the reporting persons named
therein (the "Castle Harlan 13D").
H. Voting Trust Agreement, dated as of February 20, 1998
among Universal, the stockholders named therein, and
John K. Castle, as voting trustee (incorporated by
reference to Exhibit 1 to the Castle Harlan 13D).
I. Voting Trust Agreement, dated as of December 1, 1998,
among Universal, the stockholders named therein, and
John K. Castle, as voting trustee (incorporated by
reference to Exhibit 2 to the Castle Harlan 13D).
J. Voting Agreement, dated as of February 20, 1998,
among Universal, Castle Harlan Partners III and the
Co-Investors named therein (incorporated by reference
to Exhibit 3 to the Castle Harlan 13D).
K. First Amendment to Voting Agreement, dated as of May
19, 2000, among Universal, Castle Harlan Partners III
and the Co-Investors named therein (incorporated by
reference to Exhibit 4 to the Castle Harlan 13D).
L. Joint Filing Agreement, dated as of November 2, 2000.
</TABLE>
Page 20 of 20 Pages
