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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 14)
Under the Securities Exchange Act of 1934*
ERC Industries, Inc.
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
268912102
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(CUSIP Number)
J. David Kirkland, Jr.
Baker & Botts, L.L.P.
3000 One Shell Plaza
910 Louisiana
Houston, Texas 77002
(713) 229-1101
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
November 19, 1999
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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 Rule 13d-1(e), (f) or (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(b) 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).
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CUSIP No. 268912102
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(1) Name of Reporting Person
I.R.S. Identification Nos. of Above Person
John Wood Group PLC, a company registered in Scotland and
incorporated under the laws of the United Kingdom
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(2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
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(3) SEC Use Only
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(4) Source of Funds
WC
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(5) Check 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
United Kingdom
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Number of (7) Sole Voting Power 25,687,702
Shares Bene- ----------------------------------------------------------
ficially (8) Shared Voting Power 0
Owned by ----------------------------------------------------------
Each Report- (9) Sole Dispositive Power 25,687,702
ing Person ----------------------------------------------------------
With (10) Shared Dispositive Power 0
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
25,687,702
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
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(13) Percent of Class Represented by Amount in Row (11)
89%
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(14) Type of Reporting Person (See Instructions) CO
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The Schedule 13D dated October 19, 1992, as amended and supplemented
by the amendments thereto previously filed with the Securities and Exchange
Commission (collectively, the "Schedule 13D"), of John Wood Group PLC (the
"Reporting Person"), relating to the common stock, $0.01 par value per share
(the "Common Stock"), and a series of preferred stock, $1.00 par value per
share, of ERC Industries, Inc., a Delaware corporation (formerly known as ERC
Subsidiary, Inc., successor by merger to ERC Industries, Inc. (the "Company")),
is hereby amended and supplemented as set forth below. Defined terms used in
this Amendment No. 14 and not defined herein shall have their respective
meanings as set forth in the Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Schedule 13D is hereby amended and supplemented by
adding the following information thereto:
As more fully described in Item 4 of this Amendment No. 14, the
Reporting Person has made a proposal (the "Proposal") to the Company pursuant to
which the Reporting Person would acquire all of the outstanding shares of Common
Stock not already owned by the Reporting Person (the "Acquisition"). The
Proposal contemplates that current stockholders of the Company (other than the
Reporting Person) would be paid $1.50 in cash for each share of Common Stock
held. The Reporting Person expects that the funds to be used in making the
Acquisition will come from the Reporting Person's working capital.
Item 4. Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended and supplemented by
adding the following information thereto:
On November 19, 1999, the Reporting Person transmitted a letter to the
Board of Directors of the Company proposing that the Reporting Person acquire
all of the outstanding shares of Common Stock not owned by the Reporting Person
at a price of $1.50 per share in cash. The Proposal proposed that the
Acquisition would be structured as a merger of the Company with a wholly owned
subsidiary of the Reporting Person and would be subject to the terms and
conditions to be set forth in a definitive merger agreement to be negotiated
between the parties. The Proposal proposed that the Acquisition would be
subject to (i) approval of a special committee of the Board of Directors of the
Company consisting solely of directors who are not affiliated with the Reporting
Person, (ii) approval of a majority of the shares of Common Stock held by
Company stockholders other than the Reporting Person that are voting at the
stockholders' meeting called for such purpose and (iii) other customary
conditions. It is expected that, in the event the Acquisition is completed, the
registration of the Common Stock under Section 12 of the 1934 Act would be
terminated, and the Common Stock would cease to be listed on the OTC Bulletin
Board or any other inter-dealer quotation system.
As of the date hereof, the Company's Board of Directors has not
responded to the Proposal. There can be no assurance that the Company's Board
of Directors will accept the Proposal or, if accepted, that the conditions set
forth in the Proposal will be satisfied or that the Acquisition will be
completed.
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Other than as set forth in the Schedule 13D or this Amendment No. 14,
the Reporting Person has no present plans or proposals that relate to or would
result in any of the events set forth in paragraphs (a) through (j) of Item 4 of
Schedule 13D.
Item 7. Material to be Filed as Exhibits
Item 7 of the Schedule 13D is hereby amended and supplemented by
adding the following information thereto:
P Letter dated November 19, 1999 from John Wood Group PLC to the
Board of Directors of ERC Industries, Inc.
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SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned certifies that the information set forth in this Amendment No.
14 to Schedule 13D is true, complete and correct.
Date: November 22, 1999
JOHN WOOD GROUP PLC
By: /s/ WENDELL BROOKS
-----------------------------------
Wendell Brooks
Director
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EXHIBIT INDEX
P Letter dated November 19, 1999 from John Wood Group PLC to the Board of
Directors of ERC Industries, Inc.
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EXHIBIT P
[JOHN WOOD GROUP PLC LETTERHEAD]
Our Ref:
Board of Directors
ERC Industries, Inc.
1441 Park Ten Boulevard
Houston
Texas 77084
18 November 1999
Gentlemen:
This letter sets forth our proposal concerning the acquisition by John Wood
Group PLC ("Wood Group") of the outstanding shares of common stock of ERC
Industries, Inc. (the "Company") not owned by Wood Group (the "Proposed
Transaction"). The Proposed Transaction would be structured as a merger of the
Company with a wholly owned subsidiary of Wood Group and would be subject to the
terms and conditions to be set forth in a definitive merger agreement to be
negotiated between the parties, the proposed form of which is enclosed herewith.
1) Consideration to the Public Stockholders. In the Proposed Transaction,
Company stockholders other than Wood Group (the "Public Stockholders")
would receive $1.50 in cash for each share of Company common stock.
2) Conditions. The Proposed Transaction would be subject to customary
conditions, including the following:
a) Approval of a special committee of the board of directors of the
Company consisting solely of directors who are not affiliated with
Wood Group (the "Special Committee"); and
b) Approval of a majority of the shares of common stock held by the Public
Stockholders that are voting at the stockholders' meeting called for
such purpose.
3) Other Provisions. The definitive merger agreement would contain customary
representations, warranties, covenants and termination provisions.
This letter is intended only as a proposal and not as an offer subject to
acceptance by the Company. Regardless of the form or content of any response
from the Company, this letter shall not constitute a legally binding commitment,
and Wood Group shall have no obligation in respect of the Proposed Transaction
unless and until a definitive merger agreement or other appropriate
documentation has been executed and delivered by Wood Group and the other
parties thereto.
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We would prefer to enter into negotiations of the definitive merger agreement
with the Special Committee beginning next week, with a view to finalising and
executing the agreement the week on November 29, 1999.
We look forward to discussing this transaction with you.
Sincerely
/s/ ALLISTER G. LANGLANDS
Allister G. Langlands
Deputy Managing Director
Enc.
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