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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13E-3
Rule 13e-3 Transaction Statement Under
Section 13(e) of the Securities Exchange Act of 1934
(AMENDMENT NO. 2)
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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: [X]
Check the following box if the filing is a final amendment reporting the
results of the transaction: [ ]
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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 proposed merger of ERC Acquisition with and into the
Company, with the Company surviving as a wholly owned subsidiary of Wood Group.
This amendment constitutes Amendment No. 2 to the Schedule 13E-3. Capitalized
terms used but not defined herein shall have the meanings assigned to them in
the Schedule 13E-3.
The following are filed as exhibits to this Amendment No. 2 to the Schedule
13E-3:
ITEM 16. EXHIBITS.
Exhibit No. Description
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(a)(1) Proxy Statement dated June 19, 2000
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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: June 19, 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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