SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
NAME OF ISSUER: NUCO2 Inc.
TITLE OF CLASS OF SECURITIES: Common Stock, $.001 par value per share
CUSIP NUMBER: 629428103
NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND
COMMUNICATIONS:
Jim Blake, Esq.
General Counsel
The BOC Group, Inc.
575 Mountain Avenue
Murray Hill, New Jersey 07974
Facsimile Number: (908) 771-4803
DATE OF EVENT WHICH REQUIRES FILING: December 7, 2000
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 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 ss.240.13d-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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1. NAME OF REPORTING PERSON: The BOC Group, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) (b) [X]
3. SEC USE ONLY:
4. SOURCE OF FUNDS: WC
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e):
Yes No [X]
6. CITIZENSHIP OR PLACE OF ORGANIZATION: The BOC Group, Inc. - Delaware
7. SOLE VOTING POWER: 1,511,111
8. SHARED VOTING POWER: 0
9. SOLD DISPOSITIVE POWER: 1,511,111
10. SHARED DISPOSITIVE POWER: 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 1,511,111
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
Yes No: [X]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 17.2%
14. TYPE OF REPORTING PERSON: CO
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This Amendment No. 1 amends the statement on Schedule 13D filed
with the Securities and Exchange Commission on May 1, 1999 by BOC Group, Inc.
(such Schedule, as so amended, being 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:
The reporting persons purchased 1,111,111 shares (the "Shares") of
Common Stock at an aggregate purchase price of $10,000,000. The Shares were
acquired directly from the issuer in a private transaction for cash paid out of
working capital.
Item 4 Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended and supplemented by
adding the following to the end of Item 4:
The reporting persons purchased the Shares for investment
purposes.
The reporting persons have no current plans or proposals which
would relate to or result in any of the actions specified in
clauses (a) through (f) of schedule 13D, except as follows:
(a) Pursuant to the Stock Purchase agreement, dated December 7,
2000, between the issuer and the reporting person (the "Stock
Purchase Agreement"), for a period of three years, the
reporting person shall not acquire additional shares of
Common Stock without the consent of the Board of Directors of
the issuer except that the reporting person has the right to
acquire at any time, in the open market or otherwise,
additional shares of Common Stock up to a 19.99% ownership
interest in the issuer. The foregoing restriction terminates
in the event of a "Significant Event" as defined in the Stock
Purchase Agreement. From time to time, the reporting person
may acquire additional shares of Common Stock provided its
aggregate ownership of Common Stock does not exceed 19.99%.
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(b) Pursuant to the Stock Purchase Agreement, for a period of two
years the reporting person is obligated to sell the Shares in
the event of a third party all cash public tender offer to
all shareholders of the issuer for a minimum purchase price
of $17 per share that is approved and recommended by the
Board of Directors. The foregoing restriction terminates in
the event of a "Significant Event" as defined in the Stock
Purchase Agreement.
(c) Pursuant to the Stock Purchase Agreement, the reporting
person has the right to designate one person to serve on the
Board of Directors of the issuer, which right shall continue
so long as the reporting person owns at least 1,000,000
shares of Common Stock. The reporting person has designated
John Walsh as its designee on the Board of Directors.
Pursuant to the Stock Purchase Agreement, until December 7,
2003, the reporting person will not (i) seek representation
on the Board of Directors of the issuer in excess of one
seat; (ii) participate in a proxy contest, (iii) join a group
for purposes of Section 13(d) of the Securities Exchange Act
of 1934, as amended, or (iv) otherwise attempt to control the
issuer (other than through its one seat on the Board of
Directors). The restrictions set forth in the previous
sentence terminate in the event of a "Significant Event", as
defined in the Stock Purchase Agreement.
Item 5 Interest in Securities of Issuer
Item 5 of the Schedule 13D is hereby amended in its entirety to
read as follows:
(a) The BOC Group, Inc. owns 1,111,111 shares of Common Stock and
warrants to purchase 400,000 shares of Common Stock, which
are currently exercisable at $17.00 per share. By virtue of
being the ultimate parent of The BOC Group, Inc., The BOC
Group plc beneficially owns 1,111,111 shares of Common Stock
and warrants to purchase 400,000 shares of Common Stock of
the issuer. On a fully diluted basis, such shares and
warrants represent 17.2% of the outstanding shares of the
issuer.
(b) The BOC Group, Inc. has the sole power to vote and dispose of
all of the 1,111,111 shares of the owned Common Stock and all
of the 400,000 shares of Common Stock underlying the warrants
of issuer.
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(c) None.
Item 6 Contracts, Arrangements, Understandings or Relationships with
respect to Securities of the Issuer
Item 6 of the Schedule 13D is hereby amended and supplemented by
adding the following:
The Stock Purchase Agreement gives The BOC Group, Inc. certain
piggyback registration rights.
Amendment No. 1 to Special Warrant to Purchase Common Stock of
NUCO2 Inc., dated December 7, 2000, between the issuer and the
reporting person reduced the number of shares of Common Stock
subject to the warrant from 1,000,000 shares to 400,000 shares of
Common Stock.
Item 7 Material to be Filed as Exhibits
Item 7 of the Schedule 13D is hereby amended and supplemented by
adding the following:
Exhibit 2: Stock Purchase Agreement, dated December 7, 2000,
between the issuer and the reporting person
Exhibit 3: Amendment No.1 to Special Warrant to Purchase Common
Stock of NUCO2 Inc.
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After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statements is true, complete and correct.
THE BOC GROUP, INC.
Date: December 27, 2000 By: /s/ James P. Blake
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James P. Blake
Vice President
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