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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 15)
Under the Securities Exchange Act of 1934*
ERC INDUSTRIES, INC.
________________________________________________________________________________
(Name of Issuer)
Common Stock, par value $0.01 per share
________________________________________________________________________________
(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
________________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
February 22, 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 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-1(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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SCHEDULE 13D
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CUSIP NO. 268912102
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NAME OF REPORTING PERSON
1 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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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS
4
00
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
United Kingdom
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SOLE VOTING POWER
7
NUMBER OF 27,537,702
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
0
OWNED BY
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EACH SOLE DISPOSITIVE POWER
9
REPORTING 27,537,702
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
27,537,702
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
89.7%
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
14
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. 15 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:
On February 22, 2000, the Reporting Person converted the 1,850,000
shares of Series A Preferred Stock held by the Reporting Person into an equal
number of shares of Common Stock pursuant to the terms thereof. No additional
consideration was paid by the Reporting Person in respect of such conversion.
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 (the "Board") 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. A Special Committee of
the Board consisting of directors who are independent of the Reporting Person
has been appointed to negotiate with the Reporting Person on behalf of the
Company's stockholders other than the Reporting Person, to determine the
advisability of the Proposal and its fairness to such stockholders and to make a
recommendation to the Board with respect thereto. In negotiations between the
Reporting Person and the Special Committee, the parties are contemplating that
the Reporting Person would pay the Company's stockholders $1.60 per share for
their shares of Common Stock. As of the date hereof, the Board has not formally
approved any proposal.
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Paragraphs (a), (b) and (c) of Item 5 of the Schedule 13D are hereby
amended and supplemented by adding the following information thereto:
(a)-(b) After conversion of the Series A Preferred Stock, the
Reporting Person beneficially owned 27,537,702 shares of Common Stock, or 89.7%
of the outstanding Common Stock. The Reporting Person has the sole power to
vote, or to direct the vote, and the sole power to dispose of, or to direct the
disposition of, such shares.
(c) See Item 3 above.
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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.
15 to Schedule 13D is true, complete and correct.
Date: February 25, 2000
JOHN WOOD GROUP PLC
By: /s/ WENDELL BROOKS
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Wendell Brooks
Director
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