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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
SCHEDULE 13E-3
Rule 13e-3 Transaction Statement Under
Section 13(e) of the Securities Exchange Act of 1934
(AMENDMENT NO. 3--FINAL AMENDMENT)
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ERC INDUSTRIES, INC.
(Name of the Issuer)
ERC INDUSTRIES, INC.
ERC ACQUISITION, INC.
JOHN WOOD GROUP PLC
(Name of Persons Filing Statement)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
268912102
(CUSIP Number of Class of Securities)
WENDELL R. BROOKS
CHIEF EXECUTIVE OFFICER
ERC INDUSTRIES, INC.
1441 PARK TEN BOULEVARD
HOUSTON, TEXAS 77084
(281) 398-8901
(Name, Address and Telephone Number of Persons Authorized to Receive Notices
and Communications on Behalf of Persons Filing Statement)
Copies to:
J. David Kirkland, Jr. Bryce D. Linsenmayer
Baker Botts L.L.P. Haynes and Boone, LLP
3000 One Shell Plaza 1000 Louisiana, Suite 4300
Houston, Texas 77002-4995 Houston, Texas 77002-5012
(713) 229-1101 (713) 547-2100
This statement is filed in connection with (check the appropriate box):
a. [X] The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14-C or Rule 13e-3(c) under the Securities
Exchange Act of 1934 (the "Act").
b. [_] The filing of a registration statement under the Securities Act
of 1933.
c. [_] A tender offer.
d. [_] None of the above.
Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies: [ ]
Check the following box if the filing is a final amendment reporting the
results of the transaction: [X]
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ERC Industries, Inc., a Delaware corporation (the "Company"), John Wood
Group PLC, a company registered in Scotland and incorporated under the laws of
the United Kingdom ("Wood Group"), and ERC Acquisition, Inc., a Delaware
corporation formed for purposes of this transaction by Wood Group ("ERC
Acquisition"), hereby amend and supplement their Rule 13e-3 Transaction
Statement on Schedule 13E-3 originally filed with the Securities and Exchange
Commission on April 14, 2000 (as amended and supplemented, the "Schedule
13E-3"), relating to the merger (the "Merger") of ERC Acquisition with and into
the Company, with the Company surviving as a wholly owned subsidiary of Wood
Group (the "Surviving Corporation"). This amendment constitutes Amendment No. 3,
which is the final amendment, to the Schedule 13E-3. Capitalized terms used but
not defined herein shall have the meanings assigned to them in the Schedule 13E-
3.
This Amendment No. 3 is being filed with the Securities and Exchange
Commission pursuant to the requirements of Rule 13e-3(d)(3) promulgated under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to report
the results of the transactions contemplated by the Agreement and Plan of Merger
dated as of March 29, 2000 among the Company, Wood Group and ERC Acquisition
(the "Merger Agreement").
At a special meeting of stockholders of the Company held on July 18, 2000,
the stockholders of the Company voted on a proposal to approve and adopt the
Merger Agreement and the transactions contemplated thereby (the "Proposal"). The
number of shares of common stock, par value $0.01 per share, of the Company
("Common Stock") voting for the Proposal was 28,297,815 (including 27,537,702
shares held by Wood Group), the number of shares voting against was 408,273 and
the number of shares abstaining was 36,096. In addition, 760,113 of the
1,168,386 shares (or 65.1%) not owned, directly or indirectly, by Wood Group
voting for or against the Proposal at the meeting voted for the Proposal,
thereby satisfying the Independent Vote Condition to the Merger.
The Company filed a certificate of merger effecting the Merger with the
Secretary of State of Delaware on July 18, 2000, and as a result, the Merger
became effective on that date. Pursuant to the Merger Agreement, (i) each share
of Common Stock that was issued and outstanding immediately prior to the
effective time of the Merger (other than Dissenting Shares and shares held in
the Company's treasury or owned by Wood Group, ERC Acquisition or a wholly owned
subsidiary of the Company or Wood Group, which were cancelled) was converted
into the right to receive $1.60 in cash, without interest, and (ii) the shares
of ERC Acquisition became the shares of the Surviving Corporation. Accordingly,
Wood Group now owns 100% of the outstanding shares of the Surviving
Corporation.
The Common Stock has ceased to be authorized to be quoted on the OTC
Bulletin Board or on any other interdealer quotation system of a registered
national securities association and has been removed from registration under the
Exchange Act. In addition, the directors of ERC Acquisition have become the
directors of the Surviving Corporation and the officers of the Company have
become the officers of the Surviving Corporation.
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SIGNATURE
After due inquiry and to the best knowledge and belief of the undersigned,
the undersigned certify that the information set forth in this Statement is
true, complete and correct.
Dated: July 18, 2000
ERC INDUSTRIES, INC.
By: /s/ Wendell R. Brooks
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Wendell R. Brooks
Chief Executive Officer
ERC ACQUISITION, INC.
By: /s/ Wendell R. Brooks
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Wendell R. Brooks
President
JOHN WOOD GROUP PLC
By: /s/ Wendell R. Brooks
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Wendell R. Brooks
Director
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