SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
SCHEDULE 13D*
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
Universal Compression Holdings, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
913431-10-2
(CUSIP Number)
Andre Weiss, Esq.
Schulte Roth & Zabel, LLP
900 Third Avenue, 19th Floor
New York, New York 10022
(212) 756-2000
(Name, address and telephone number of person
authorized to receive notices and communications)
May 30, 2000
(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), 13d-1(f) or 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 Rule 13d-7 for
other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 130 Pages)
----------------
*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 the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for purposes 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).
<PAGE>
CUSIP No. 913431-10-2 13D Page 2 of 130 Pages
-----------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS Castle Harlan Partners III, L.P.
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
-----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [x]
-----------------------------------------------------------------------------
(3) SEC USE ONLY
-----------------------------------------------------------------------------
(4) SOURCE OF FUNDS ** 00
-----------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
-----------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
-----------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER 0
SHARES --------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER 5,111,247
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER 0
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER 2,936,718
-----------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 2,936,718
-----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [x]
-----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 22.2%
-----------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON ** PN
-----------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 913431-10-2 13D Page 3 of 130 Pages
-----------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS Castle Harlan, Inc.
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
-----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [x]
-----------------------------------------------------------------------------
(3) SEC USE ONLY
-----------------------------------------------------------------------------
(4) SOURCE OF FUNDS ** 00
-----------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
-----------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
-----------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER 136,364
SHARES --------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER 5,208,468
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER 136,364
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER 3,033,939
-----------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 136,364
-----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [x]
-----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 1.0%
-----------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON ** CO
-----------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 913431-10-2 13D Page 4 of 130 Pages
-----------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS John K. Castle
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
-----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [x]
-----------------------------------------------------------------------------
(3) SEC USE ONLY
-----------------------------------------------------------------------------
(4) SOURCE OF FUNDS ** 00
-----------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
-----------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION United States
-----------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER 302,438
SHARES --------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER 5,427,611
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER 0
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER 3,200,929
-----------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 155,813
-----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [x]
-----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 1.2%
-----------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON ** IN
-----------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 913431-10-2 13D Page 5 of 130 Pages
-----------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS Castle Harlan Partners III, G.P., Inc.
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
-----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [x]
-----------------------------------------------------------------------------
(3) SEC USE ONLY
-----------------------------------------------------------------------------
(4) SOURCE OF FUNDS ** 00
-----------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
-----------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION United States
-----------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER 0
SHARES --------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER 5,208,468
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER 0
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER 3,033,939
-----------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 3,033,939
-----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [x]
-----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 22.9%
-----------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON ** CO
-----------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 913431-10-2 13D Page 6 of 130 Pages
-----------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS Castle Harlan Associates III, L.P.
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
-----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [x]
-----------------------------------------------------------------------------
(3) SEC USE ONLY
-----------------------------------------------------------------------------
(4) SOURCE OF FUNDS ** 00
-----------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
-----------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
-----------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER 0
SHARES --------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER 5,208,468
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER 0
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER 3,033,939
-----------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 3,033,939
-----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [x]
-----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 22.9%
-----------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON ** PN
-----------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 913431-10-2 13D Page 7 of 130 Pages
-----------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS William M. Pruellage
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
-----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [x]
-----------------------------------------------------------------------------
(3) SEC USE ONLY
-----------------------------------------------------------------------------
(4) SOURCE OF FUNDS ** 00
-----------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
-----------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION United States
-----------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER 0
SHARES --------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER 0
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER 167
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER 0
-----------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 167
-----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
-----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 0.0%
-----------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON ** IN
-----------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 913431-10-2 13D Page 8 of 130 Pages
-----------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS Sylvia Rosen
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
-----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [x]
-----------------------------------------------------------------------------
(3) SEC USE ONLY
-----------------------------------------------------------------------------
(4) SOURCE OF FUNDS ** 00
-----------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
-----------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION United States
-----------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER 0
SHARES --------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER 0
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER 334
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER 0
-----------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 334
-----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
-----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 0.0%
-----------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON ** IN
-----------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 913431-10-2 13D Page 9 of 130 Pages
-----------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS Howard Weiss
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
-----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [x]
-----------------------------------------------------------------------------
(3) SEC USE ONLY
-----------------------------------------------------------------------------
(4) SOURCE OF FUNDS ** 00
-----------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
-----------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION United States
-----------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER 0
SHARES --------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER 0
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER 1,337
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER 0
-----------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 1,337
-----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
-----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 0.0%
-----------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON ** IN
-----------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 913431-10-2 13D Page 10 of 130 Pages
-----------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS Marc A. Weiss 1994 Trust
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
-----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [x]
-----------------------------------------------------------------------------
(3) SEC USE ONLY
-----------------------------------------------------------------------------
(4) SOURCE OF FUNDS ** 00
-----------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
-----------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION New York
-----------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER 0
SHARES --------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER 0
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER 334
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER 0
-----------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 334
-----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
-----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 0.0%
-----------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON ** OO
-----------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 913431-10-2 13D Page 11 of 130 Pages
-----------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS Michael D. Weiss 1994 Trust
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
-----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [x]
-----------------------------------------------------------------------------
(3) SEC USE ONLY
-----------------------------------------------------------------------------
(4) SOURCE OF FUNDS ** 00
-----------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
-----------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION New York
-----------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER 0
SHARES --------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER 0
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER 334
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER 0
-----------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 334
-----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
-----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 0.0%
-----------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON ** OO
-----------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 913431-10-2 13D Page 12 of 130 Pages
-----------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS Marcel Fournier
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
-----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [x]
-----------------------------------------------------------------------------
(3) SEC USE ONLY
-----------------------------------------------------------------------------
(4) SOURCE OF FUNDS ** 00
-----------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
-----------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION France
-----------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER 0
SHARES --------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER 0
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER 1,337
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER 0
-----------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 1,337
-----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
-----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 0.0%
-----------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON ** IN
-----------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 913431-10-2 13D Page 13 of 130 Pages
-----------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS Branford Castle Holdings, Inc.
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
-----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [x]
-----------------------------------------------------------------------------
(3) SEC USE ONLY
-----------------------------------------------------------------------------
(4) SOURCE OF FUNDS ** OO
-----------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
-----------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
-----------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER 0
SHARES --------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER 0
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER 19,449
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER 0
-----------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 19,449
-----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
-----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 0.1%
-----------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON ** CO
-----------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 913431-10-2 13D Page 14 of 130 Pages
-----------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS Leonard M. Harlan
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
-----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [x]
-----------------------------------------------------------------------------
(3) SEC USE ONLY
-----------------------------------------------------------------------------
(4) SOURCE OF FUNDS ** 00
-----------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
-----------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION United States
-----------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER 0
SHARES --------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER 0
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER 9,720
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER 0
-----------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 9,720
-----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [X]
-----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 0.1%
-----------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON ** IN
-----------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 913431-10-2 13D Page 15 of 130 Pages
-----------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS Castle Harlan Offshore Partners III, L.P.
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
-----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [x]
-----------------------------------------------------------------------------
(3) SEC USE ONLY
-----------------------------------------------------------------------------
(4) SOURCE OF FUNDS ** 00
-----------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
-----------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
-----------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER 0
SHARES --------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER 0
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER 48,142
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER 0
-----------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 48,142
-----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
-----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 0.4%
-----------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON ** PN
-----------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 913431-10-2 13D Page 16 of 130 Pages
-----------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS Castle Harlan Affiliates III, L.P.
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
-----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [x]
-----------------------------------------------------------------------------
(3) SEC USE ONLY
-----------------------------------------------------------------------------
(4) SOURCE OF FUNDS ** 00
-----------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
-----------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
-----------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER 0
SHARES --------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER 0
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER 49,079
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER 0
-----------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 49,079
-----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
-----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 0.4%
-----------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON ** PN
-----------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 913431-10-2 13D Page 17 of 130 Pages
-----------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS Frogmore Forum Family Fund, LLC
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
-----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [x]
-----------------------------------------------------------------------------
(3) SEC USE ONLY
-----------------------------------------------------------------------------
(4) SOURCE OF FUNDS ** 00
-----------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
-----------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
-----------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER 0
SHARES --------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER 0
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER 11,177
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER 0
-----------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 11,177
-----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
-----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 0.1%
-----------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON ** OO
-----------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 913431-10-2 13D Page 18 of 130 Pages
-----------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS Mellon Bank, N.A., as Trustee for the
Bell Atlantic Master Trust
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
-----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [x]
-----------------------------------------------------------------------------
(3) SEC USE ONLY
-----------------------------------------------------------------------------
(4) SOURCE OF FUNDS ** 00
-----------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
-----------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION New York
-----------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER 0
SHARES --------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER 535,269 (See Item 5)
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER 0
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER 535,269 (See Item 5)
-----------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 535,269 (See Item 5)
-----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
-----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 4.0%
-----------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON ** EP
-----------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 913431-10-2 13D Page 19 of 130 Pages
-----------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS Bell Atlantic Asset Management Company
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
-----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [x]
-----------------------------------------------------------------------------
(3) SEC USE ONLY
-----------------------------------------------------------------------------
(4) SOURCE OF FUNDS ** 00
-----------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
-----------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
-----------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER 0
SHARES --------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER 535,269 (See Item 5)
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER 0
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER 535,269 (See Item 5)
-----------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 535,269 (See Item 5)
-----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
-----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 4.0%
-----------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON ** CO/IA
-----------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 913431-10-2 13D Page 20 of 130 Pages
-----------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS First Union Capital Partners, Inc.
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
-----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [x]
-----------------------------------------------------------------------------
(3) SEC USE ONLY
-----------------------------------------------------------------------------
(4) SOURCE OF FUNDS ** 00
-----------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
-----------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION Virginia
-----------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER 0
SHARES --------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER 535,269
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER 0
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER 535,269
-----------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 535,269
-----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
-----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 4.0%
-----------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON ** CO
-----------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 913431-10-2 13D Page 21 of 130 Pages
-----------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS First Union Corporation
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
-----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [x]
-----------------------------------------------------------------------------
(3) SEC USE ONLY
-----------------------------------------------------------------------------
(4) SOURCE OF FUNDS ** 00
-----------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
-----------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION North Carolina
-----------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER 0
SHARES --------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER 535,269
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER 0
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER 535,269
-----------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 535,269
-----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
-----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 4.0%
-----------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON ** HC
-----------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 913431-10-2 13D Page 22 of 130 Pages
-----------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS First Union National Bank
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
-----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [x]
-----------------------------------------------------------------------------
(3) SEC USE ONLY
-----------------------------------------------------------------------------
(4) SOURCE OF FUNDS ** 00
-----------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
-----------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION National Association
-----------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER 0
SHARES --------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER 535,269
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER 0
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER 535,269
-----------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 535,269
-----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
-----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 4.0%
-----------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON ** BK
-----------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 913431-10-2 13D Page 23 of 130 Pages
-----------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS DB Capital Partners, SBIC, L.P.
I.R.S. IDENTIFICATION NOS. (f/k/a BT Capital Partners, Inc.)
OF ABOVE PERSONS (ENTITIES ONLY)
-----------------------------------------------------------------------------
(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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
-----------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
-----------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER 0
SHARES --------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER 535,269
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER 0
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER 535,269
-----------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 535,269
-----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
-----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 4.0%
-----------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON ** PN
-----------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 913431-10-2 13D Page 24 of 130 Pages
-----------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS Taunus Corporation
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
-----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [x]
-----------------------------------------------------------------------------
(3) SEC USE ONLY
-----------------------------------------------------------------------------
(4) SOURCE OF FUNDS ** N/A
-----------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
-----------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
-----------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER 0
SHARES --------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER 535,269
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER 0
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER 535,269
-----------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 535,269
-----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
-----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 4.0%
-----------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON ** CO
-----------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 913431-10-2 13D Page 25 of 130 Pages
-----------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS DB Capital Partners, Inc.
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
-----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [x]
-----------------------------------------------------------------------------
(3) SEC USE ONLY
-----------------------------------------------------------------------------
(4) SOURCE OF FUNDS ** N/A
-----------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
-----------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
-----------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER 0
SHARES --------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER 535,269
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER 0
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER 535,269
-----------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 535,269
-----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
-----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 4.0%
-----------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON ** CO
-----------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 913431-10-2 13D Page 26 of 130 Pages
-----------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS DB Capital Partners, L.P.
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
-----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [x]
-----------------------------------------------------------------------------
(3) SEC USE ONLY
-----------------------------------------------------------------------------
(4) SOURCE OF FUNDS ** N/A
-----------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
-----------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
-----------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER 0
SHARES --------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER 535,269
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER 0
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER 535,269
-----------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 535,269
-----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
-----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 4.0%
-----------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON ** PN
-----------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 913431-10-2 13D Page 27 of 130 Pages
-----------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS DB Capital Partners, L.L.C.
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
-----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [x]
-----------------------------------------------------------------------------
(3) SEC USE ONLY
-----------------------------------------------------------------------------
(4) SOURCE OF FUNDS ** N/A
-----------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
-----------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
-----------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER 0
SHARES --------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER 535,269
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER 0
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER 535,269
-----------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 535,269
-----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
-----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 4.0%
-----------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON ** OO
-----------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 913431-10-2 13D Page 28 of 130 Pages
-----------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS State Street Bank and Trust Company, as
Trustee of DuPont Pension Trust
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
-----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [x]
-----------------------------------------------------------------------------
(3) SEC USE ONLY
-----------------------------------------------------------------------------
(4) SOURCE OF FUNDS ** 00
-----------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
-----------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION Massachusetts
-----------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER 0
SHARES --------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER 535,269
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER 535,269
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER 0
-----------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 535,269
-----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
-----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 4.0%
-----------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON ** OO
-----------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 913431-10-2 13D Page 29 of 130 Pages
-----------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS Brown University Third Century Fund
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
-----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [x]
-----------------------------------------------------------------------------
(3) SEC USE ONLY
-----------------------------------------------------------------------------
(4) SOURCE OF FUNDS ** 00
-----------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
-----------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION Rhode Island
-----------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER 0
SHARES --------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER 33,453
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER 33,453
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER 0
-----------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 33,453
-----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
-----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 0.3%
-----------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON ** 00
-----------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 913431-10-2 13D Page 30 of 130 Pages
-----------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS William J. Lovejoy
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
-----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [x]
-----------------------------------------------------------------------------
(3) SEC USE ONLY
-----------------------------------------------------------------------------
(4) SOURCE OF FUNDS ** OO
-----------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
-----------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION United States
-----------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER 0
SHARES --------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER 0
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER 334
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER 0
-----------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 334
-----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
-----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 0.0%
-----------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON ** IN
-----------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 913431-10-2 13D Page 31 of 130 Pages
-----------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS Jeffrey M. Siegal
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
-----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [x]
-----------------------------------------------------------------------------
(3) SEC USE ONLY
-----------------------------------------------------------------------------
(4) SOURCE OF FUNDS ** 00
-----------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
-----------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION United States
-----------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER 0
SHARES --------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER 0
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER 3,344
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER 0
-----------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 3,344
-----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
-----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 0.0%
-----------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON ** IN
-----------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 913431-10-2 13D Page 32 of 130 Pages
-----------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS David H. Chow
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
-----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [x]
-----------------------------------------------------------------------------
(3) SEC USE ONLY
-----------------------------------------------------------------------------
(4) SOURCE OF FUNDS ** 00
-----------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
-----------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION United States
-----------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER 0
SHARES --------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER 0
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER 10,035
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER 0
-----------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 10,035
-----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
-----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 0.1%
-----------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON ** IN
-----------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 913431-10-2 13D Page 33 of 130 Pages
-----------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS Samuel Urcis
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
-----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [x]
-----------------------------------------------------------------------------
(3) SEC USE ONLY
-----------------------------------------------------------------------------
(4) SOURCE OF FUNDS ** 00
-----------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
-----------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION United States
-----------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER 0
SHARES --------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER 0
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER 219,698
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER 0
-----------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 219,698
-----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
-----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 1.7%
-----------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON ** IN
-----------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 913431-10-2 13D Page 34 of 130 Pages
-----------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS John Peter Laborde
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
-----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [x]
-----------------------------------------------------------------------------
(3) SEC USE ONLY
-----------------------------------------------------------------------------
(4) SOURCE OF FUNDS ** 00
-----------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
-----------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION United States
-----------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER 0
SHARES --------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER 0
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER 33,453
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER 0
-----------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 33,453
-----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
-----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 0.3%
-----------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON ** IN
-----------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 913431-10-2 13D Page 35 of 130 Pages
-----------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS Cliffe Floyd Laborde
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
-----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [x]
-----------------------------------------------------------------------------
(3) SEC USE ONLY
-----------------------------------------------------------------------------
(4) SOURCE OF FUNDS ** 00
-----------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
-----------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION United States
-----------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER 0
SHARES --------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER 0
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER 6,689
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER 0
-----------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 6,689
-----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
-----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 0.0%
-----------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON ** IN
-----------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 913431-10-2 13D Page 36 of 130 Pages
-----------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS Gary Lee Laborde
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
-----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [x]
-----------------------------------------------------------------------------
(3) SEC USE ONLY
-----------------------------------------------------------------------------
(4) SOURCE OF FUNDS ** 00
-----------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
-----------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION United States
-----------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER 0
SHARES --------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER 0
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER 6,689
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER 0
-----------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 6,689
-----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
-----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 0.0%
-----------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON ** IN
-----------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 913431-10-2 13D Page 37 of 130 Pages
-----------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS John Peter Laborde, Jr.
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
-----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [x]
-----------------------------------------------------------------------------
(3) SEC USE ONLY
-----------------------------------------------------------------------------
(4) SOURCE OF FUNDS ** 00
-----------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
-----------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION United States
-----------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER 0
SHARES --------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER 0
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER 6,689
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER 0
-----------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 6,689
-----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
-----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 0.0%
-----------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON ** IN
-----------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 913431-10-2 13D Page 38 of 130 Pages
-----------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS John Tracy Laborde
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
-----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [x]
-----------------------------------------------------------------------------
(3) SEC USE ONLY
-----------------------------------------------------------------------------
(4) SOURCE OF FUNDS ** 00
-----------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
-----------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION United States
-----------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER 0
SHARES --------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER 0
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER 6,689
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER 0
-----------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 6,689
-----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
-----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 0.0%
-----------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON ** IN
-----------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 913431-10-2 13D Page 39 of 130 Pages
-----------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS Mary Adrienne Laborde Parsons
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
-----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [x]
-----------------------------------------------------------------------------
(3) SEC USE ONLY
-----------------------------------------------------------------------------
(4) SOURCE OF FUNDS ** 00
-----------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
-----------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION United States
-----------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER 0
SHARES --------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER 0
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER 6,689
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER 0
-----------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 6,689
-----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
-----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 0.0%
-----------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON ** IN
-----------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 913431-10-2 13D Page 40 of 130 Pages
Item 1. Security and Issuer.
-------------------
This statement relates to the Common Stock, par value $0.01 per share
(the "Shares"), issued by Universal Compression Holdings, Inc. (the "Issuer"),
a Delaware corporation, whose principal executive offices are located at 4440
Brittmoore Road, Houston, Texas 77041.
Item 2. Identity and Background.
-----------------------
(a) This Schedule is filed on behalf of:
(i) Mellon Bank, N.A., as Trustee for the Bell Atlantic Master
Trust ("Bell Atlantic"), a Delaware corporation, with respect to the Shares
owned by it;
(ii) Bell Atlantic Asset Management Company, a wholly-owned
subsidiary of Bell Atlantic Corporation and an investment manager to Bell
Atlantic ("BAAMCO"), in connection with the shares owned by Bell Atlantic;
(iii) First Union Capital Partners, Inc. ("FUCP"), a Virginia
corporation, with respect to the Shares owned by it;
(iv) First Union National Bank ("FUNB"), a National
Association, with respect to the Shares beneficially owned indirectly by it
through its direct ownership of FUCP;
(v) First Union Corporation ("FTU"), a North Carolina
corporation, with respect to the Shares beneficially owned indirectly by it
through its indirect ownership of FUCP;
(vi) Taunus Corporation ("Taunus"), a corporation organized
under the laws of the State of Delaware, DB Capital Partners, Inc. ("DBCP
Inc."), a corporation organized under the laws of the State of Delaware, DB
Capital Partners, L.P. ("DBCP L.P."), a limited partnership organized under
the laws of the State of Delaware, DB Capital Partners, L.L.C. ("DBCP L.L.C"),
a limited liability company filed under the laws of the State of Delaware and
DB Capital Partners SBIC, L.P. ("DBCP SBIC"), a limited partnership organized
under the laws of the State of Delaware in connection with respect to the
shares owned directly by DBCP SBIC;
(vii) State Street Bank and Trust Company, as Trustee of Du
Pont Pension Trust ("DuPont"), with respect to the Shares owned by it;
(viii) Brown University Third Century Fund ("Brown"), with
respect to the Shares owned by it;
<PAGE>
CUSIP No. 913431-10-2 13D Page 41 of 130 Pages
(ix) Castle Harlan Partners III, L.P. ("CHP III"), a Delaware
limited partnership, in connection with Shares owned directly by it and Shares
owned directly by Bell Atlantic, First Union, DB, DuPont and Brown
(collectively, the "Co-Investors");
(x) Castle Harlan Associates III, L.P. ("CH Associates"), a
Delaware limited partnership, in connection with the Shares owned directly by
CHP III, CH Offshore and CH Affiliates;
(xi) Castle Harlan, Inc. ("CHI"), a Delaware corporation, in
connection with Shares owned directly by it and the Shares owned directly by
CHP III, CH Offshore, CH Affiliates and the Co-Investors;
(xi) Castle Harlan Partners III, G.P., Inc. ("CHPGP"), a
Delaware corporation, in connection with the Shares owned directly by CHP III,
CH Offshore, CH Affiliates and the Co-Investors;
(xii) William M. Pruellage, in connection with Shares owned by
him;
(xiii) Sylvia Rosen, in connection with Shares owned directly by
her;
(xiv) Howard Weiss, in connection with Shares owned directly by
him;
(xv) the Marc A. Weiss 1994 Trust (the "Marc Trust"), in
connection with Shares owned directly by it;
(xvi) the Michael D. Weiss 1994 Trust (the "Michael Trust"), in
connection with shares owned directly by it;
(xvii) Marcel Fournier, in connection with Shares owned through
Tucker Anthony Inc., Custodian FBO/Marcel Fournier, IRA-R ID# 04-256629;
(xviii) Leonard M. Harlan, in connection with Shares owned
directly by him;
(xix) Samuel Urcis, in connection with Shares owned directly by
him;
(xx) David H. Chow, in connection with Shares owned directly by
him;
(xxi) Jeffrey M. Siegal, in connection with Shares owned
directly by him;
(xxii) William J. Lovejoy, in connection with Shares owned
directly by him;
(xxiii) John Peter Laborde, in connection with Shares owned
directly by him;
(xxiv) Cliffe Floyd Laborde, in connection with Shares owned
directly by him;
(xxv) Gary Lee Laborde, in connection with Shares owned directly
by him;
<PAGE>
CUSIP No. 913431-10-2 13D Page 42 of 130 Pages
(xxvi) John Peter Laborde, Jr., in connection with Shares owned
directly by him;
(xxvii) John Tracy Laborde, in connection with Shares owned
directly by him;
(xxviii) Mary Adrienne Laborde Parsons, in connection with
Shares owned directly by her;
(xxix) Castle Harlan Offshore Partners, L.P. ("CH Offshore"), a
Delaware limited partnership, in connection with Shares owned directly by it;
(xxx) Castle Harlan Affiliates III, L.P. ("CH Affiliates"), a
Delaware limited partnership, in connection with Shares owned directly by it;
(xxxi) Branford Castle Holdings, Inc. ("Branford"), a Delaware
corporation, in connection with Shares owned directly by it;
(xxxii) Frogmore Forum Family Fund, LLC ("Frogmore"), in
connection with Shares owned directly by it; and
(xxxiii) John K. Castle, in connection with Shares owned by (A)
CHI, CHP III, CH Offshore, CH Affiliates, Branford, Frogmore, the Marc Trust,
the Michael Trust, Messrs. Harlan, Urcis, Pruellage, Weiss, Fournier, Chow,
Siegal and Lovejoy and Ms. Rosen (collectively, the "CH Group"), (B) the Co-
Investors and (C) John P. Laborde, Cliffe F. Laborde, Gary L. Laborde, John T.
Laborde, John P. Laborde, Jr. and Mary Adrienne Laborde Parsons (collectively,
the "Labordes").
The persons and entities above are referred to herein collectively
as the "Reporting Persons".
Information with respect to each of the Reporting Persons is given
solely by such Reporting Person, and no Reporting Person assumes
responsibility for the accuracy or completeness of information furnished by
another Reporting Person.
The general partner of each of CHP III, CH Offshore and CH
Affiliates is CH Associates. The general partner of CH Associates is CHPGP.
The executive officers of CHPGP are Messrs. Castle, Harlan, Weiss
and David Pittaway. The directors of CHPGP are Messrs. Castle and Harlan.
CHI is the investment manager for CHP III, CH Offshore and CH
Affiliates and has the discretion, without the need for additional approval,
to direct the investments of CHP III, CH Offshore and CH Affiliates. The
directors of CHI are Messrs. Castle and Harlan. The executive officers of CHI
are (i) John K. Castle - Chairman and controlling stockholder, (ii) Leonard M.
Harlan - President, (iii) David Pittaway - Managing Director, Vice President
and Secretary and (iv) Howard Weiss - Vice President, Treasurer and Chief
Financial Officer.
The managing members of Frogmore are Messrs. Castle and Weiss.
<PAGE>
CUSIP No. 913431-10-2 13D Page 43 of 130 Pages
The executive officers of Branford are (i) Mr. Castle - President
and Treasurer and (ii) David A. Castle - Vice President and Secretary. The
sole director of Branford is Mr. Castle.
The trustee of Bell Atlantic is Mellon Bank, N.A.
The directors of Bell Atlantic are: William F. Heitman (principal
occupation is Vice President - Treasurer (Acting) of Bell Atlantic
Corporation); Victor S. Gomperts (principal occupation is Vice President -
Tax); Frederick Salerno (principal occupation is Senior Executive Vice
President and Chief Financial Officer - Strategy and Business Development of
Bell Atlantic Corporation); and Bruce Franzese (principal occupation is Vice
President and General Counsel of Bell Atlantic). The principal business
address for each director of Bell Atlantic (other than Mr. Franzese) is 1095
Avenue of the Americas, New York, NY 10036. The executive officers of Bell
Atlantic are Mr. Heitman; Marie LoGiudice (principal occupation is Vice
President Operations of Bell Atlantic); A. Jay Baldwin (principal occupation
is Vice President Private Markets of Bell Atlantic); Audrey Kent (principal
occupation is Vice President Internal Investment Management); and Bruce
Franzese (Vice President and General Counsel of Bell Atlantic). The principal
business address for each executive officer of Bell Atlantic (other than Mr.
Heitman) is 245 Park Avenue, 4th Floor, New York, NY 10162.
The directors of Bell Atlantic Corporation are Richard L. Carrion
(principal occupation is Chairman, President and Chief Executive Officer of
Banco Popular de Puerto Rico and Popular, Inc. and principal business address
is 209 Munoz Rivera Avenue, Hato Rey, Puerto Rico 00918); James G. Cullen
(principal occupation is President and Chief Operating Officer of Bell
Atlantic and principal business address is 1310 N. Court House Road,
Arlington, VA 22201); Helen L. Kaplan (principal occupation is counsel at
Skadden, Arps, Slate, Meagher & Flom LLP and principal business address is
Four Times Square, 44th Floor, New York, NY 10036-6522); Joseph Neubauer
(principal occupation is Chairman and Chief Executive Officer of ARAMARK
Corporation and principal business address is 1101 Market Street, 31st Floor,
Philadelphia, PA 19107); Thomas H. O'Brien (principal occupation is Chairman
of the PNC Financial Services Group, Inc. and principal business address is
249 5th Avenue, 30th Floor, Pittsburgh, PA 15222-2707); Hugh B. Price
(principal occupation is the President and Chief Executive Officer of the
National Urban League and principal business address is 120 Wall Street, 8th
Floor, New York, NY 10005); Ivan Seidenberg (principal occupation is Chairman
of the Board and Chief Executive Officer of Bell Atlantic Corporation and
principal business address is 1095 Avenue of the Americas, New York, NY
10036); Walter V. Shipley (principal business address is 270 Park Avenue, New
York, NY 10017-2070); and John R. Stafford (principal occupation is Chairman,
President and Chief Executive officer of American Home Products Corporation
and principal business address is 5 Giralda Farms, Madison, NJ 07940). The
officers of Bell Atlantic Corporation are: Lawrence T. Babbio, Jr. (principal
occupation President and Chief Operating Officer of Bell Atlantic Corporation
and principal business address is 1095 Avenue of the Americas, New York, NY
10036); Mr. Cullen; Jacquelyn B. Gates (principal occupation is Vice President
- Ethics and Corporate Compliance of Bell Atlantic Corporation and principal
business address is 1095 Avenue of the Americas, New York, NY 10036); William
F. Heitmann (principal occupation is Vice President - Treasurer (Acting) of
Bell Atlantic Corporation and principal business office is 1095 Avenue of the
Americas, New York, NY 10036); John F. Killian (principal occupation is Vice
<PAGE>
CUSIP No. 913431-10-2 13D Page 44 of 130 Pages
President - Investor Relations of Bell Atlantic Corporation and principal
business address is 1095 Avenue of the Americas, New York, NY 10036); Mark J.
Mathis (principal occupation is Executive Vice President and General Counsel
(Acting) of Bell Atlantic Corporation and principal business address is 1095
Avenue of the Americas, New York, NY 10036); Frederic Salerno (principal
occupation is Senior Executive Vice President and Chief Financial Officer -
Strategy and Business Development of Bell Atlantic Corporation and principal
business address is 1095 Avenue of the Americas, New York, NY 10036); Mr.
Seidenberg; Dennis F. Strigl (principal occupation is President and Chief
Executive Officer of Verizon Wireless and principal business address is 180
Washington Valley Road, Bedminster, NJ 07921); Thomas J. Tauke (principal
occupation is Executive Vice President - External Affairs and Corporate
Communications (Acting) of Bell Atlantic Corporation and principal business
address is 1300-I Street, N.W., Washington, DC 20005); and Doreen A. Toben
(principal occupation is Vice President - Controller of Bell Atlantic
Corporation and principal business address is 1095 Avenue of the Americas, New
York, NY 10036).
Each executive officer and director of Bell Atlantic and Bell
Atlantic Corporation is a citizen of the United States.
Certain information required by this Item 2 concerning the
directors and executive officers of certain Reporting Persons is set forth on
Schedule 1 attached hereto, which is incorporated herein by reference.
DBCP L.L.C. is the General Partner of DBCP SBIC. DBCP L.P. is the
Managing Member of DBCP L.L.C. DBCP Inc. is the General Partner of DBCP L.P.
The executive officers and directors of DBCP Inc. are Charles Ayres, Managing
Director (principal occupation is Managing Director, DB Capital Partners, Inc.
and principal address is 130 Liberty Street, 25th Floor, New York, NY 10006),
Joseph T. Wood, Managing Director (principal occupation is Managing Director,
DB Capital Partners, Inc. and principal address is 130 Liberty Street, 25th
Floor, New York, NY 10006), and James Edward Virtue, Managing Director
(principal occupation is President of Deutsche Bank Securities Inc. and
principal address is 130 Liberty Street, 25th Floor, New York, NY 10006). The
executive officers and directors of Taunus are Richard W. Ferguson, Director
and Treasurer (principal occupation is Managing Director of Deutsche Bank AG,
New York Branch, 31 West 52nd Street, New York, NY 10019), Gary T. Handel,
Director (principal occupation is Managing Director of Deutsche Bank AG, New
York Branch, 31 West 52nd Street, New York, NY 10019), John A. Ross, Director,
President and Chief Executive Officer (principal occupation is Executive Vice
President and General Manager of Deutsche Bank AG, New York Branch, 31 West
52nd Street, New York, NY 10019), Troland S. Link, Vice President (principal
occupation is Managing Director and General Counsel of Deutsche Bank AG, New
York Branch, 31 West 52nd Street, New York, NY 10019) and David Mellgard,
Secretary (principal occupation is Director and Counsel of Deutsche Bank AG,
New York Branch, 31 West 52nd Street, New York, NY 10019).
DuPont Capital Management Corporation is a wholly-owned subsidiary
of the DuPont Corporation and is responsible for managing the assets of
DuPont. Wilmington Trust has been the trustee of DuPont from 1942 up to and
including May 31, 2000. Effective June 1, 2000 State Street Bank and Trust
became the trustee for DuPont.
<PAGE>
CUSIP No. 913431-10-2 13D Page 45 of 130 Pages
Brown is a non-profit corporation established to support the
educational purposes of Brown University, its sole shareholder. Brown
University is itself a non-profit corporation operating exclusively for
charitable and educational purposes. The executive officers of Brown are (i)
John P. Birkelund - Chairman, (ii) Marvyn Carton - Vice Chairman, (iii)
Jonathan L. Shear - Treasurer, and (iv) Beverly E. Ledbetter - Secretary. The
directors of Brown are Mark L. Attansio, John P. Birkelund, James J. Burke,
Jr., Gordon E. Cadwgan, Marvyn Carton, Richard C. Dresdale, Jeffry W.
Greenberg, John W. Holman, Jr. Beverly E. Ledbetter, Stephen Robert, Jonathan
L. Shear, and John Simon.
The Reporting Persons are making a joint filing pursuant to the
requirements of Rule 13d-1(f) promulgated under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), because, by reason of their
relationship as described herein, they may be deemed to be a "group" and
"deemed to have acquired beneficial ownership" within the meaning of Rules
13d-3 and 13d-5 promulgated under the Exchange Act with respect to acquiring,
holding and disposing of the Shares.
(b) The address of the principal businesses and offices of (i) the
CH Group (other than Mr. Urcis) is c/o Castle Harlan, Inc., 150 East 58th
Street, 37th Floor, New York, NY 10155; (ii) Mr. Urcis is 1160 Marilyn Drive,
Beverly Hills, CA 90210; (iii) the Labordes is c/o John Peter Laborde, 601
Poydras Street, Suite 1637, New Orleans, LA 70136; (iv) Mellon Bank, N.A.,
the trustee of Bell Atlantic is located at One Mellon Bank Center, Pittsburgh,
PA 15248-0001. Mr. Chow's address is 7 Roshab Lane, Westport, CT 06880. Mr.
Siegal's address is 340 E. 80th Street, New York, NY 10021. Mr. Lovejoy's
address is c/o DB Capital Partners, Inc., 130 Liberty Street, New York, New
York 10006. The address of BAAMCO's principal place of business is 245 Park
Avenue, 40th Floor, New York, New York 10167. The address of Bell Atlantic
Corporation's principal place of business is 1095 Avenue of the Americas, New
York, NY 10036. The address of the principal business and principal office of
FUCP is One First Union Center, 301 South College Street, 5th Floor,
Charlotte, North Carolina 28288-0732. The address of the principal business
and principal office of FUNB and FTU is One First Union Center, 301 South
College Street, Charlotte, North Carolina 28288-0732. The address of Taunus's
principal place of business and principal office is 31 West 52nd Street, New
York, New York 10019. The address of DBCP Inc.'s, DBCP L.P.'s, DBCP L.L.C.'s
and DBCP SBIC's principal place of business and principal office is 130
Liberty Street, New York, New York 10006; DuPont is c/o DuPont Capital
Management Corp., Delaware Corporate Center, One Righter Parkway, Suite 3200,
Wilmington, Delaware 19803; and Brown is Attention: Christopher Longee, 164
Angell Street, Box C, Providence, Rhode Island, 02912.
(c) The principal business of CHP III, CH Offshore, CH Affiliates,
Branford and Frogmore is that of making investments. The principal business
of CH Associates is of being the general partner of CHP III, CH Offshore and
CH Affiliates. The principal business of CHPGP is of being the general
partner of CH Associates. The principal business of CHI is to provide
business and organizational strategy, financial and investment management and
merchant and investment banking services for various limited partnerships.
<PAGE>
CUSIP No. 913431-10-2 13D Page 46 of 130 Pages
The principal occupation of Mr. Castle is as being an executive
officer and director of CHI, CHPGP and Branford, and managing member of
Frogmore. The principal occupation of Mr. Harlan is as being an executive
officer and director of CHI and CHPGP. The principal occupation of Mr. Weiss
is as being an executive officer of CHI and managing member of Frogmore. The
principal occupation of Mr. Fournier, Ms. Rosen and Mr. Pruellage is as being
officers of CHI. The principal business of the Marc Trust and the Michael
Trust is that of making investments.
The principal occupation of Mr. Urcis is as being a venture
capitalist.
The principal occupation of Mr. Lovejoy is being an officer of DBCP
Inc., which also may be deemed to beneficially own an interest in the Issuer.
The principal occupation of Mr. Chow is managing investments for his
own account and other individuals.
The principal occupation of Mr. Siegal is being a chief financial
officer of BD Capital Partners.
The principal business of Bell Atlantic is investment advisor.
FUCP, a wholly-owned subsidiary of FUNB, is engaged principally in
the business of venture capital investing. FUNB, which is engaged principally
in the business of banking, is a wholly-owned subsidiary of FTU. FTU is a
financial holding company which is principally engaged in the business of
banking through its subsidiaries.
Taunus's principal business is to function as a holding company for
Deutsche Bank AG's United States operations. DBCP SBIC is an indirect wholly-
owned subsidiary of Taunus and DBCP SBIC's principal business is to function
as part of the merchant banking arm of Deutsche Bank AG. DBCP Inc. is the
general partner of DBCP L.P, which is the managing member of DBCP L.L.C. which
is the general partner of DBCP SBIC. The principal business of DBCP Inc.,
DBCP L.P. and DBCP L.L.C. is to serve as holding companies. Mr. Lovejoy, who
also owns an interest in the Issuer, is an officer of DBCP Inc.
The principal business of DuPont is a pension fund.
The principal business of Brown is a non-profit educational
institution.
John P. Laborde is retired.
The principal occupation of Cliffe F. Laborde is as being Senior
Vice President and General Counsel of Tidewater, Inc.
The principal occupation of Gary L. Laborde is as being President of
Laborde Marine Lifts, Inc.
The principal occupation of John T. Laborde is as being an executive
of Laborde Products, Inc.
<PAGE>
CUSIP No. 913431-10-2 13D Page 47 of 130 Pages
The principal occupation of John P. Laborde, Jr. is as being
President of Laborde Marine, L.L.C.
The principal occupation of Mary Adrienne Laborde Parsons is as
being a housewife.
(d) None of the Reporting Persons, nor, to the best knowledge of
FUCP, FUNB and FTU, any of the persons named in Schedule 1, has, during the
last five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) None of the Reporting Persons nor, to the best knowledge of any
of the persons name in Schedule 1, has, during the last five years, been a
party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
(f) Other than Mr. Fournier, each of the reporting persons who are
individuals referred to in paragraph (a) above is a citizen of the United
States. Mr. Fournier is a citizen of France. CHI, CHPGP and Branford are
corporations formed under the laws of the State of Delaware. CHP III, CH
Offshore, CH Affiliates and CH Associates are limited partnerships formed
under the laws of the State of Delaware. Frogmore is a limited liability
company formed under the laws of the State of Delaware. The Marc Trust and
the Michael Trust are trusts organized under the laws of the State of New
York. Bell Atlantic is a master pension trust organized under the laws of the
State of New York. BAAMCO is a Delaware corporation, and its principal
business is investment management. Bell Atlantic Corporation is a Delaware
corporation, and its principal business is telecommunications. FTU is a
corporation formed under the laws of the State of North Carolina. FUNB is a
National Association. FUCP is a corporation formed under the laws of the
State of Virginia. Taunus and DBCP Inc. are corporations formed under the
laws of the State of Delaware. DBCP L.P. and DBCP SBIC are limited
partnerships formed under the laws of the State of Delaware. DBCP L.L.C. is a
limited liability company formed under the laws of the State of Delaware.
DuPont is an ERISA-qualified pension fund. The investment manager, DuPont
Capital Management Corporation, is a corporation organized under the laws of
the State of Delaware. Brown is a non-profit 501(c)(3) corporation formed
under the laws of the State of Rhode Island.
Item 3. Source and Amount of Funds and Other Consideration.
--------------------------------------------------
The investment cost of each Reporting Person is as follows: CHP III
- $43,891,382; CH Offshore - $719,537; CH Affiliates - $733,534; Branford -
$290,625; Frogmore - $167,110; Harlan - $145,312; Fournier - $20,000; Weiss -
$20,000; Rosen - $5,000; Pruellage - $2,500; the Marc Trust - $5,000; the
Michael Trust - $5,000; Chow - $150,000; Siegal $50,000; Lovejoy - $5,000;
Urcis - $1,250,000; CHI - $3,000,000; John P. Laborde - $500,000; Cliffe F.
Laborde - $100,000; Gary L. Laborde - $100,000; John T. Laborde - $100,000;
John P. Laborde, Jr. - $100,000; Mary Adrienne Laborde Parsons - $100,000;
Bell Atlantic - $8,000,000; FUCP- $8,000,000; DB - $8,000,000; DuPont -
$8,000,000; and Brown - $500,000.
<PAGE>
CUSIP No. 913431-10-2 13D Page 48 of 130 Pages
The Shares purchased by each of CHP III, CH Offshore, CH Affiliates,
Frogmore, Branford, the Marc Trust and the Michael Trust were purchased with
its investment capital. The Shares purchased by each of Messrs. Harlan,
Weiss, Fournier, Chow, Siegal, Lovejoy and Pruellage, Ms. Rosen and the
Labordes were purchased with personal funds. The Shares held by Mr. Urcis
were acquired with personal funds and in lieu of certain consulting fees owed
by the Issuer and termination fees related to such consulting arrangements.
The Shares held by CHI were acquired from the Issuer in exchange for the
termination of a management arrangement with the Issuer.
The Shares purchased by Bell Atlantic were purchased with assets of
Bell Atlantic.
The funds for the Shares purchased by FUCP were provided from the
working capital of FUCP and its affiliates.
The Shares purchased by Taunus, DBCP Inc., DBCP, L.P., DBCP L.L.C.
and DBCP SBIC were purchased from working capital.
The Shares purchased by DuPont were purchased with funds provided by
DuPont.
The Shares purchased by Brown were purchased with cash from its
investment capital.
Item 4. Purpose of the Transaction.
---------------------------
The purpose of the acquisition of the Shares by each of the Reporting
Persons is for investment. Other than certain restrictions on the purchase
and sale of Shares which certain of the Reporting Persons are subject, each
Reporting Person and person listed on Schedule 1 may make further purchases of
Shares from time to time and may dispose of any or all of the Shares held by
it, him or her at any time.
Other than as set forth above, none of the Reporting Persons or, to
FUCP's, FTU's and FUNB's knowledge, any person listed on Schedule 1 has any
plans or proposals which relate to, or could result in, any of the matters
referred to in paragraphs (b) through (j), inclusive, of Item 4 of Schedule
13D. Such Reporting Persons and any person listed on Schedule 1 may, at any
time from time to time, review or reconsider their position with respect to
any of such matters, but have no present intention to do so.
Item 5. Interest in Securities of the Issuer.
------------------------------------
(a) The approximate aggregate percentage of Shares reported
beneficially owned by each person herein is based upon the 12,982,332 Shares
issued and outstanding as of May 30, 2000 as reflected in the Issuer's
Prospectus dated May 23, 2000, plus the 275,000 Shares of common stock issued
by the Issuer on June 7, 2000, for a total of 13,257,332 Shares issued and
outstanding.
<PAGE>
CUSIP No. 913431-10-2 13D Page 49 of 130 Pages
As of the date hereof:
(i) Bell Atlantic owns directly 535,269 Shares, constituting
approximately 4.0% of the shares outstanding. BAAMCO is an investment manager
to Bell Atlantic and has the power to direct the trustee of Bell Atlantic with
respect to the disposition of and the voting of Shares owned by Bell Atlantic.
BAAMCO is a direct, wholly-owned subsidiary of Bell Atlantic Corporation.
(ii) FUCP owns directly 535,269 Shares, constituting
approximately 4.0% of the shares outstanding.
(iii) FUNB owns directly no Shares. By reason of the
provisions of Rule 13d-3 of the Exchange Act, FUNB may be deemed to
beneficially own the 535,269 Shares owned directly by FUCP, constituting
approximately 4.0% of the shares outstanding.
(iv) FTU owns directly no Shares. By reason of the provisions
of Rule 13d-3 of Exchange Act, FTU may be deemed to beneficially own the
535,269 shares owned directly by FUCP, constituting approximately 4.0% of the
shares outstanding.
(v) DBCP SBIC owns directly 525,269 Shares constituting
approximately 4.0% of the shares outstanding. Each of Taunus, DCBP Inc., DBCP
L.P. and DBCP L.L.C. may be deemed to be the beneficial owner of the Shares
owned by DBCP SBIC.
(vi) DuPont owns directly 535,269 Shares, constituting
approximately 4.0% of the shares outstanding.
(vii) Brown owns directly 33,453 Shares, constituting less
than one percent of the shares outstanding.
(viii) Mr. Pruellage owns directly 167 Shares, constituting
less than one percent of the shares outstanding.
(ix) Ms. Rosen owns directly 334 Shares, constituting less
than one percent of the shares outstanding.
(x) Mr. Weiss owns directly 1,337 Shares, constituting less
than one percent of the shares outstanding.
(xi) The Marc Trust owns directly 334 Shares, constituting
less than one percent of the shares outstanding.
(xii) The Michael Trust owns directly 334 Shares, constituting
less than one percent of the shares outstanding.
(xiii) Mr. Fournier owns beneficially (through his individual
retirement account) 1,337 Shares, constituting less than one percent of the
shares outstanding.
(xiv) Mr. Urcis owns directly 219,698 Shares, constituting
approximately 1.7% of the shares outstanding, which includes 99,135 Shares
subject to options which are fully exercisable and 40,146 Shares owned by CHP
III, which shares Mr. Urcis has the option to purchase.
<PAGE>
CUSIP No. 913431-10-2 13D Page 50 of 130 Pages
(xv) Mr. Chow owns directly 10,035 Shares, constituting less
than one percent of the shares outstanding.
(xvi) Mr. Siegal owns directly 3,344 Shares, constituting less
than one percent of the shares outstanding.
(xvii) Mr. Lovejoy owns directly 334 Shares, constituting less
than one percent of the shares outstanding.
(xviii) John P. Laborde owns directly 33,453 Shares,
constituting less than one percent of the shares outstanding.
(xix) Cliffe F. Laborde owns directly 6,689 Shares,
constituting less than one percent of the shares outstanding.
(xx) Gary L. Laborde owns directly 6,689 Shares, constituting
less than one percent of the shares outstanding.
(xxi) John P. Laborde, Jr. owns directly 6,689 Shares,
constituting less than one percent of the shares outstanding.
(xxii) John T. Laborde owns directly 6,689 Shares,
constituting less than one percent of the shares outstanding.
(xxiii) Mary Adrienne Laborde Parsons owns directly 6,689
Shares, constituting less than one percent of the shares outstanding.
(xxiv) Mr. Harlan owns directly 9,720 Shares, constituting
less than one percent of the shares outstanding.
(xxv) CHI owns directly 136,364 Shares. By reason of the
provisions of Rule 13d-3 of the Exchange Act, CHI may be deemed to
beneficially own 5,344,832 Shares, constituting approximately 40.3% of the
shares outstanding, of which 2,936,718 Shares are owned by CHP III, 48,142
Shares are owned by CH Offshore, 49,079 Shares are owned by CH Affiliates and
2,174,529 Shares CHP III may direct the voting of pursuant to the Voting
Agreement, dated as of February 20, 1998 (the "Voting Agreement"), as amended,
among the Issuer, CHP III and the Co-Investors. CHI disclaims beneficial
ownership of those Shares other than those owned directly by it.
(xxvi) Branford owns directly 19,449 Shares, constituting less
than one percent of the shares outstanding.
(xxvii) CH Offshore owns directly 48,142 Shares, constituting
less than one percent of the shares outstanding.
(xxviii) CH Affiliates owns directly 49,079 Shares,
constituting less than one percent of the shares outstanding.
(xxix) Frogmore owns directly 11,177 Shares, constituting less
than one percent of the shares outstanding.
<PAGE>
CUSIP No. 913431-10-2 13D Page 51 of 130 Pages
(xxx) CHP III owns directly 2,936,718 Shares. By reason of
the provisions of Rule 13d-3 of the Exchange Act, CHP III may be deemed to
beneficially own 5,111,247 Shares, constituting approximately 39.0% of the
shares outstanding, of which 535,269 Shares are owned directly by Bell
Atlantic, 535,269 Shares are owned directly by First Union, 535,269 Shares are
owned directly by DB, 535,269 Shares are owned directly by DuPont and 33,453
shares are owned directly by Brown. CHP III disclaims beneficial ownership of
those Shares other than those owned directly by it.
(xxxi) CH Associates owns directly no Shares. By reason of
the provisions of Rule 13d-3 of the Exchange Act, CH Associates may be deemed
to beneficially own 5,208,468 Shares, constituting approximately 39.3% of the
shares outstanding, of which 2,936,718 Shares are owned directly by CHP III,
48,142 Shares are owned directly by CH Offshore, 49,079 Shares are owned
directly by CH Affiliates, and 2,174,529 Shares CHP III may direct pursuant to
the Voting Agreement. CH Associates disclaims beneficial ownership of the
Shares, except as to Shares representing the CH Associates's pro rata interest
in, and interest in the profits of, CHP III, CH Offshore and CH Affiliates.
(xxxii) CHPGP owns directly no Shares. By reason of the
provisions of Rule 13d-3 of the Exchange Act, CHPGP may be deemed to
beneficially own 5,208,468 Shares, constituting approximately 39.3% of the
shares outstanding, of which 2,936,718 Shares are owned directly by CHP III,
48,142 Shares are owned directly by CH Offshore, 49,079 Shares are owned
directly by CH Affiliates, and 2,174,529 Shares CHP III may direct the voting
of pursuant to the Voting Agreement. CH Associates disclaims beneficial
ownership of the Shares, except as to Shares representing CH Associates's pro
rata interest in, and interest in the profits of, CHP III, CH Offshore and CH
Affiliates.
(xxxiii) Mr. Castle owns directly no Shares. By reason of the
provisions of Rule 13d-3 of the Exchange Act, Mr. Castle may be deemed to own
beneficially 5,550,049 Shares constituting approximately 41.9% of the shares
outstanding, of which (A) 136,364 Shares are owned directly by CHI, (B)
2,936,718 Shares are owned directly by CHP III, (C) 2,174,529 Shares CHP III
may direct the voting of pursuant to the Voting Agreement, (D) 235,540 Shares
that Mr. Castle serves as voting trustee pursuant to the Voting Trust
Agreement, dated as of February 20, 1998 (the "First Voting Trust Agreement"),
among the Issuer, the CH Group (other than CHP III and CHI) and John K.
Castle, as voting trustee, and (D) 66,898 Shares that Mr. Castle serves as
voting trustee pursuant to the Voting Trust Agreement, dated as of December 1,
1998 (the "Second Voting Trust Agreement"), among the Issuer, the Labordes and
John K. Castle, as voting trustee. Mr. Castle disclaims beneficial ownership
of all such Shares, except as to Shares representing his pro rata interest in,
and interest in the profits of, CHI, CHP III, CH Offshore, CH Affiliates,
Frogmore and Branford.
Each of the First Voting Trust Agreement, the Second Voting Trust
Agreement and the Voting Agreement, filed as an exhibit to this Statement, is
incorporated herein by reference.
To the knowledge of FUCP, FUNB and FTU, none of the persons listed in
Schedule 1 owns any Shares.
<PAGE>
CUSIP No. 913431-10-2 13D Page 52 of 130 Pages
(b) CHP III has the power to dispose of and the power to vote the
Shares directly owned by it, which power may be exercised by its investment
manager, CHI, or its general partner, CH Associates, or CH Associates' general
partner, CHPGP, or CHPGP's and CHI's controlling stockholder, Mr. Castle.
Each of CH Offshore and CH Affiliates has the power to dispose of
the Shares directly owned by it, which power may be exercised by its
investment manager, CHI, or its general partner, CH Associates, or CH
Associates' general partner, CHPGP, or CHPGP's and CHI's controlling
stockholder, Mr. Castle. Each of CH Offshore and CH Affiliates is party to
the First Voting Trust Agreement which permits Mr. Castle to vote their
Shares.
Branford has the power to dispose of the Shares directly owned by
it, which power may be exercised by its controlling stockholder, Mr. Castle.
Branford is party to the First Voting Trust Agreement which permits Mr. Castle
to vote its Shares.
Frogmore has the power to dispose of the Shares directly owned by it,
which power may be exercised by its managing member, Mr. Castle. Frogmore is
party to the First Voting Trust Agreement which permits Mr. Castle to vote its
Shares.
CHI has the power to dispose of and the power to vote the Shares
directly owned by it, which power may be exercised by its controlling
stockholder, Mr. Castle.
Each Co-Investor has the power to vote and the power to dispose of
their own Shares, but have entered into a Voting Agreement with CHP III
whereby each Co-Investor has agreed to vote their Shares in the same manner as
CHP III. Each person and entity of the CH Group (other than CHI) has the power
to dispose of their own Shares, but have entered into the First Voting Trust
Agreement which permits Mr. Castle to vote their Shares.
Each of Messrs. Harlan, Fournier, Pruellage, Urcis, Chow, Siegal and
Lovejoy, Ms. Rosen, the Marc Trust and the Michael Trust has the power to
dispose of the Shares directly owned by it, him or her, but have entered into
the First Voting Trust Agreement which permits Mr. Castle to vote their
Shares.
Each of the Labordes has the power to dispose of the Shares directly
owned by him or her, but have entered into the Second Voting Trust Agreement
which permits Mr. Castle to vote their Shares.
FUCP has the power to dispose of and the power to vote the Shares
directly owned by it, which power may be exercised by FUNB and FTU by virtue
of the control relationship.
(c) The trading, dates, number of Shares purchased or sold and price
per share for all transactions in the Common Stock from the 60th day prior to
May 30, 2000 until the date of this filing by the Reporting Persons are as
follows: (i) by CHI - 136,364 Shares on May 30, 2000 at $22.00 per share and
(ii) by Mr. Urcis - 6,818 Shares on May 30, 2000 at $22.00 per share. On May
30, 2000, the Issuer consummated an initial offering of the Shares to the
<PAGE>
CUSIP No. 913431-10-2 13D Page 53 of 130 Pages
public (the "IPO"). As a result of the IPO, each Reporting Person (other than
CHI, who owned no shares of Preferred Stock) received 2.3256 Shares for each
share of Series A Preferred Stock, par value $.01 per share, of the Issuer
(the "Preferred Stock"), owned by them prior to the IPO. Additionally, each
share outstanding immediately prior to the IPO was split on a 7.4248-for-1
basis. During such period, no Reporting Person or person listed on Schedule 1
entered into any other transaction in the Shares.
(d) No person other than each respective record owner of Shares
referred to herein is known to have the right to receive or the power to
direct the receipt of dividends from or the proceeds of sale of such Shares.
(e) Not applicable.
Neither the filing of this Statement nor any of its contents shall
be deemed to constitute an admission that any Reporting Person is the
beneficial owner of any common stock referred to in this Statement for the
purposes of Section 13(d) of the Act or for any other purpose, and such
beneficial ownership is expressly disclaimed.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
----------------------------------------
(a) Mr. Castle is the sole trustee under the First Voting Trust
Agreement. The Reporting Persons who are party to the First Voting Trust
Agreement are the CH Group other than CHP III and CHI.
(b) Mr. Castle is the sole trustee under the Second Voting Trust
Agreement. The Reporting Persons who are party to the Second Voting Trust
Agreement are the Labordes.
(c) CHP III is a party to the Voting Agreement. The Reporting
Persons who are party to the Voting Agreement are the Co-Investors.
Each of the First Voting Trust Agreement, the Second Voting Trust
Agreement and the Voting Agreement, filed as an exhibit to this Statement, is
incorporated herein by reference.
Item 7. Materials to be Filed as Exhibits.
---------------------------------
The following documents are exhibits filed herewith:
1. Voting Trust Agreement, dated as of February 20, 1998, among the
Issuer, the CH Group (other than CHP III and CHI) and John K. Castle, as
voting trustee
2. Voting Trust Agreement, dated as of December 1, 1998, among the
Issuer, the Labordes and John K. Castle, as voting trustee
3. Voting Agreement, dated as of February 20, 1998, among the Issuer,
CHP III and the Co-Investors
4. First Amendment to Voting Agreement, dated as of May 19, 2000, among
the Issuer, CHP III and the Co-Investors
<PAGE>
CUSIP No. 913431-10-2 13D Page 54 of 130 Pages
SIGNATURES
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Dated: June 9, 2000
/s/ John K. Castle
------------------------------------
JOHN K. CASTLE
MELLON BANK, N.A., AS TRUSTEE FOR THE
BELL ATLANTIC MASTER TRUST, AS
DIRECTED BY BELL ATLANTIC CORPORATION
By: /s/ James C. Cook
-------------------------------
FIRST UNION CAPITAL PARTNERS, INC.
By: /s/ James C. Cook
-------------------------------
FIRST UNION NATIONAL BANK
By: /s/ Kevin J. Roche
-------------------------------
FIRST UNION CORPORATION
By: /s/ Kevin J. Roche
-------------------------------
DB CAPITAL PARTNERS SBIC, L.P.
By: DB Capital Partners, L.L.C.,
its General Partner
<PAGE>
CUSIP No. 913431-10-2 13D Page 55 of 130 Pages
By: DB Capital Partners, L.P.,
its Managing Member
By: DB Capital Partners, Inc.,
its General Partner
/s/ Charles Ayres,
Managing Director
-------------------------------
TAUNUS CORPORATION
By: /s/ John Cipriani
-------------------------------
DB CAPITAL PARTNERS, INC.
By: /s/Charles Ayres
-------------------------------
DB CAPITAL PARTNERS, L.P.
By: DB Capital Partners, Inc.,
its General Partner
By: /s/ Charles Ayres
-------------------------------
DB CAPITAL PARTNERS, L.L.C.
By: DB Capital Partners, L.P.
its Managing Member
By: DB Capital Partners, Inc.,
its General Partner
By: /s/ Charles Ayres
-------------------------------
STATE STREET BANK AND TRUST COMPANY,
AS TRUSTEE OF DUPONT PENSION TRUST
By: /s/Thomas C. Poppey
-------------------------------
<PAGE>
CUSIP No. 913431-10-2 13D Page 56 of 130 Pages
BROWN UNIVERSITY THIRD CENTURY FUND
By: /s/Jonathan L. Shear
-------------------------------
Jonathan L. Shear, Treasurer
CASTLE HARLAN PARTNERS III, L.P., by
Castle Harlan, Inc., its investment
manager
By: /s/ Howard Weiss
-------------------------------
CASTLE HARLAN ASSOCIATES III, L.P.,
by Castle Harlan Partners II, G.P.,
Inc., its general partner
By: /s/ Howard Weiss
-------------------------------
CASTLE HARLAN PARTNERS III, G.P.,
INC.
By: /s/ Howard Weiss
-------------------------------
/s/ William M. Pruellage
------------------------------------
WILLIAM M. PRUELLAGE
/s/ Sylvia Rosen
------------------------------------
SYLVIA ROSEN
/s/ Howard Weiss
------------------------------------
HOWARD WEISS
/s/ Marcel Fournier
------------------------------------
MARCEL FOURNIER
/s/ Samuel Urcis
------------------------------------
SAMUEL URCIS
/s/ David H. Chow
------------------------------------
DAVID CHOW
<PAGE>
CUSIP No. 913431-10-2 13D Page 57 of 130 Pages
/s/ Jeffrey M. Siegal
------------------------------------
JEFFREY M. SIEGAL
/s/ William J. Lovejoy
------------------------------------
WILLIAM J. LOVEJOY
/s/ John Peter Laborde
------------------------------------
JOHN PETER LABORDE
/s/ Cliffe Floyd Laborde
------------------------------------
CLIFFE FLOYD LABORDE
/s/ Gary Lee Laborde
------------------------------------
GARY LEE LABORDE
/s/ John Peter Laborde, Jr.
------------------------------------
JOHN PETER LABORDE, JR.
/s/ John Tracy Laborde
------------------------------------
JOHN TRACY LABORDE
/s/ Mary Adrienne Laborde Parsons
------------------------------------
MARY ADRIENNE LABORDE PARSONS
THE MARC A. WEISS 1994 TRUST
By: /s/ Eli Feit, Trustee
-------------------------------
THE MICHAEL D. WEISS 1994 TRUST
By: /s/ Eli Feit, Trustee
-------------------------------
CASTLE HARLAN, INC.
By: /s/ Howard Weiss, CFO
-------------------------------
BRANFORD CASTLE HOLDINGS, INC.
By: /s/ John Castle, President
-------------------------------
<PAGE>
CUSIP No. 913431-10-2 13D Page 58 of 130 Pages
/s/ Leonard M. Harlan
------------------------------------
LEONARD M. HARLAN
CASTLE HARLAN OFFSHORE PARTNERS III,
L.P., by Castle Harlan, Inc., its
investment manager
By: /s/ Howard Weiss, CFO
-------------------------------
CASTLE HARLAN AFFILIATES III, L.P.,
by Castle Harlan, Inc., its
investment manager
By: /s/ Howard Weiss, CFO
-------------------------------
FROGMORE FORUM FAMILY FUND, LLC
By: /s/ Howard Weiss, Manager
-------------------------------
BELL ATLANTIC ASSET MANAGEMENT CO.
By: /s/ Bruce Franzese
-------------------------------
<PAGE>
CUSIP No. 913431-10-2 13D Page 59 of 130 Pages
SCHEDULE INDEX
Schedule Number
1 Information about directors and
executive officers of certain
Reporting Persons.
EXHIBIT INDEX
Description of Location of
Exhibit Number Document Exhibit
1 Voting Trust Page 82 of 130
Agreement, dated -- ---
as of February 20,
1998, among the Issuer,
the CH Group (other than
CHP III and CHI) and John K.
Castle, as voting trustee
2 Voting Trust Page 100 of 130
Agreement, dated --- ---
as of December 1,
1998, among the Issuer, the
Labordes and John K. Castle,
as voting trustee
3 Voting Agreement, Page 115 of 130
dated as of February 20, --- ---
1998, among the Issuer, CHP III,
Bell Atlantic, FUCP,
DB, DuPont, and Brown.
4 The Amendment to Voting Page 126 of 130
Agreement, dated --- ---
as of May 19, 2000, among
the Issuer, CHP III, Bell Atlantic,
FUCP, DB, DuPont, and
Brown.
<PAGE>
CUSIP No. 913431-10-2 13D Page 60 of 130 Pages
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13D-1(1)
The undersigned acknowledge and agree that the foregoing statement on
Schedule 13D is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement on Schedule 13D shall be filed on
behalf of each of the undersigned without the necessity of filing additional
joint acquisition statements. The undersigned acknowledge that each shall be
responsible for the timely filing of such amendments, and for the completeness
and accuracy of the information concerning it contained therein, but shall not
be responsible for the completeness and accuracy of the information concerning
the others, except to the extent that it knows or has reason to believe that
such information is inaccurate.
Dated: June 9, 2000
/s/ John K. Castle
------------------------------------
JOHN K. CASTLE
MELLON BANK, N.A., AS TRUSTEE FOR THE
BELL ATLANTIC MASTER TRUST, AS
DIRECTED BY BELL ATLANTIC CORPORATION
By: /s/James C. Cook
-------------------------------
FIRST UNION CAPITAL PARTNERS, INC.
By: /s/ James C. Cook
-------------------------------
FIRST UNION NATIONAL BANK
By: /s/ Kevin J. Roche
-------------------------------
FIRST UNION CORPORATION
By: /s/ Kevin J. Roche
-------------------------------
<PAGE>
CUSIP No. 913431-10-2 13D Page 61 of 130 Pages
DB CAPITAL PARTNERS SBIC, L.P.
By: DB Capital Partners, L.L.C.
its General Partner
By: DB Capital Partners, L.P.,
its Managing Member
By: DB Capital Partners, Inc.,
its General Partner
By: /s/ Charles Ayres
-------------------------------
TAUNUS CORPORATION
By: /s/ John Cipriani
-------------------------------
DB CAPITAL PARTNERS, INC.
By: /s/ Charles Ayres
-------------------------------
DB CAPITAL PARTNERS, L.P.
By: DB Capital Partners, Inc.,
its General Partner
By: /s/ Charles Ayres
-------------------------------
DB CAPITAL PARTNERS, L.L.C.
By: DB Capital Partners, L.P.,
its Managing Member
By: DB Capital Partners, Inc.,
its General Manager
By: /s/ Charles Ayres
-------------------------------
STATE STREET BANK AND TRUST COMPANY,
AS TRUSTEE OF DUPONT PENSION TRUST
By: /s/ Thomas C. Poppey
-------------------------------
<PAGE>
CUSIP No. 913431-10-2 13D Page 62 of 130 Pages
BROWN UNIVERSITY THIRD CENTURY FUND
By:/s/JONATHAN L.SHEAR
-------------------------------
JONATHAN L. SHEAR, TREASURER
CASTLE HARLAN PARTNERS III, L.P., by
Castle Harlan, Inc., its investment
manager
By: /s/ Howard Weiss
-------------------------------
CASTLE HARLAN ASSOCIATES III, L.P.,
by Castle Harlan Partners II, G.P.,
Inc., its general partner
By: /s/ Howard Weiss
-------------------------------
CASTLE HARLAN PARTNERS III, G.P.,
INC.
By: /s/ Howard Weiss
-------------------------------
/s/ William M. Pruellage
------------------------------------
WILLIAM M. PRUELLAGE
/s/ Sylvia Rosen
------------------------------------
SYLVIA ROSEN
/s/ Howard Weiss
------------------------------------
HOWARD WEISS
/s/ Marcel Fournier
------------------------------------
MARCEL FOURNIER
/s/ Samuel Urcis
------------------------------------
SAMUEL URCIS
/s/ David H. Chow
------------------------------------
DAVID CHOW
<PAGE>
CUSIP No. 913431-10-2 13D Page 63 of 130 Pages
/s/ Jeffrey M. Siegal
------------------------------------
JEFFREY M. SIEGAL
/s/ William J. Lovejoy
------------------------------------
WILLIAM J. LOVEJOY
/s/ John Peter Laborde
------------------------------------
JOHN PETER LABORDE
/s/ Cliffe Floyd Laborde
------------------------------------
CLIFFE FLOYD LABORDE
/s/ Gary Lee Laborde
------------------------------------
GARY LEE LABORDE
/s/ John Peter Laborde, Jr.
------------------------------------
JOHN PETER LABORDE, JR.
/s/ John Tracy Laborde
------------------------------------
JOHN TRACY LABORDE
/s/ Mary Adrienne Laborde Parsons
------------------------------------
MARY ADRIENNE LABORDE PARSONS
THE MARC A. WEISS 1994 TRUST
By: /s/ Eli Feit, Trustee
-------------------------------
THE MICHAEL D. WEISS 1994 TRUST
By: /s/ Eli Feit, Trustee
-------------------------------
CASTLE HARLAN, INC.
By: /s/ Howard Weiss, CFO
-------------------------------
BRANFORD CASTLE HOLDINGS, INC.
By: /s/ John Castle, President
-------------------------------
<PAGE>
CUSIP No. 913431-10-2 13D Page 64 of 130 Pages
/s/ Leonard M. Harlan
------------------------------------
LEONARD M. HARLAN
CASTLE HARLAN OFFSHORE PARTNERS III,
L.P., by Castle Harlan, Inc., its
investment manager
By: /s/ Howard Weiss, CFO
-------------------------------
CASTLE HARLAN AFFILIATES III, L.P.,
by Castle Harlan, Inc., its
investment manager
By: /s/ Howard Weiss, CFO
-------------------------------
FROGMORE FORUM FAMILY FUND, LLC
By: /s/ Howard Weiss, Manager
-------------------------------
BELL ATLANTIC ASSET MANAGEMENT CO.
By: /s/ Bruce Franzese
-------------------------------
<PAGE>
CUSIP No. 913431-10-2 13D Page 65 of 130 Pages
SCHEDULE 1 TO 13D
First Union Corporation.
The following table provides certain information about First Union
Corporation's directors:
Name Business (B) or Principal Occupation Citizenship
Residence (R)
Address
----------------- ------------------- --------------------- --------------
A. Dano Davis (R) Chairman, Winn-Dixie United
4861 Ortega Blvd. Stores, Inc. States
Jacksonville, FL Jacksonville, Florida,
32210 a food retailer
5050 Edgewood Court
Jacksonville, FL 32254.
Roddey Dowd, Sr. (R) Chairman of the United
1242 Queens Road Executive Committee, States
West Charlotte, Charlotte Pipe and
NC 28207 Foundry Company,
Charlotte, North
Carolina, a
manufacturer of pipe
and fittings
P. O. Box 35430
Charlotte, NC 28235.
William H. (R) Chairman, CCA United
Goodwin, Jr. 6701 River Road Industries, Inc., States
Richmond, VA 23229 Richmond, Virginia,
a diversified
holding company
901 East Cary St.,
Suite 1400
Richmond, VA 23219.
Radford D. Lovett (R) Chairman, Commodores United
129 Ponte Vedra Point Terminal States
Blvd. Ponte Vedra Corporation,
Beach, FL 32082 Jacksonville,
Florida, an
operator of a
marine terminal
and a real estate
management company
<PAGE>
CUSIP No. 913431-10-2 13D Page 66 of 130 Pages
Name Business (B) or Principal Occupation Citizenship
Residence (R)
Address
----------------- ------------------- --------------------- --------------
1600 Independent
Square Jacksonville,
FL 32202.
Mackey J. McDonald (R) Chairman, President United
1821 Museum Road and Chief Executive States
Wyomissing, PA Officer, VF
19610 Corporation,
Greensboro, North
Carolina, an
apparel manufacturer
1047 North Park Road
Wyomissing, PA 19610.
Lanty L. Smith (R) Chairman, Soles United
1401 Westridge Road Brower Smith & Co., States
Greensboro, NC Greensboro, North
27401 Carolina, an
investment banking
firm 301 North Elm
St., Suite 600
Greensboro, NC 27401.
G. Kennedy (B) Chief Executive United
Thompson First Union Officer and President, States
National Bank First Union
One First Union Corporation.
Center 301 South
College Street
Charlotte, NC 28222
Beverly F. Dolan (B) Investor United
1990 Two First States
Union Center
Charlotte, NC 28282
Erskine B. Bowles (B) General Partner, United
Carousel Capital Forstmann Little & States
Partners, L.P. Co., New York, New
201 North Tryon York, and Managing
Street Suite 2450 Director, Carousel
Charlotte, NC Capital Company,
28202 LLC, Charlotte,
North Carolina,
<PAGE>
CUSIP No. 913431-10-2 13D Page 67 of 130 Pages
Name Business (B) or Principal Occupation Citizenship
Residence (R)
Address
----------------- ------------------- --------------------- --------------
merchant banking-
private equity
companies.
Robert J. Brown (R) Chairman, President United
1129 Pennywood and Chief Executive States
Drive High Point, Officer, B&C
NC 27265 Associates, Inc.,
High Point, North
Carolina, a public
relations and
marketing research
firm P. O. Box 2636
High Point, NC 27261.
Edward E. (B) Chairman, First United
Crutchfield First Union Union Corporation. States
Corporation
One First Union
Center Charlotte,
NC 28288
James E. S. Hynes (B) Chairman, Hynes, United
Hynes, Inc. Inc., Charlotte, States
6525 Morrison Blvd. North Carolina,
Suite 515 a sales and marketing
Charlotte, NC 28211 services firm.
Herbert Lotman (B) Chairman and Chief United
Kaystone Foods Executive Officer, States
Holding Co., Inc. Keystone Foods
401 City Avenue Holding Company,
Suite 800 Inc., Bala Cynwyd,
Bala Cynwyd, PA Pennsylvania, a
19004 global food processor
and logistics company.
Patricia A. McFate (B) Senior Scientist, United
Science Strategies Group, States
Applications Science Applications
International International
Corporation Corporation, Santa Fe,
22 Clematis Circle New Mexico, a systems
Sante Fe, NM 87501 engineering company.
<PAGE>
CUSIP No. 913431-10-2 13D Page 68 of 130 Pages
Name Business (B) or Principal Occupation Citizenship
Residence (R)
Address
----------------- ------------------- --------------------- --------------
Joseph Neubauer (R) Chairman and Chief United
210 Rittenhouse Executive Officer, States
Square, W. ARAMARK Corporation,
Apt. 3106 Philadelphia,
Philadelphia, PA Pennsylvania, a service
19103 management company
ARA Tower, 1101 Market
Street Philadephia,
PA 19107.
Ruth G. Shaw (R) Executive Vice United
288 Avinger Lane President and Chief States
Davidson, NC 28036 Administrative
Officer, Duke Energy
Corporation, Charlotte,
North Carolina, an
energy company
P. O. Box 1009
Charlotte, NC 28201-
1009.
Edward E. Barr (R) Chairman, Sun United
560 Illingworth Chemical Corporation, States
Avenue Fort Lee, New Jersey,
Englewood, NJ 07631 a graphic arts
materials manufacturer
222 Bridge Plaza South
Fort Lee, NJ 07024.
G. Alex Bernhardt, (R) Chairman and Chief United
Sr. 7120 GreenHill Executive Officer, States
Circle Bernhardt Furniture
Blowing Rock, NC Company, Lenoir, North
28605 Carolina, a residential
and executive office
furnishings manufacturer
P. O. Box 740
Lenoir, NC 28645.
<PAGE>
CUSIP No. 913431-10-2 13D Page 69 of 130 Pages
Name Business (B) or Principal Occupation Citizenship
Residence (R)
Address
----------------- ------------------- --------------------- --------------
W. Waldo Bradley (R) Chairman, Bradley United
Sylvan Island Plywood Corporation, States
Savannah, GA 31404 Savannah, Georgia,
a wholesale distributor
of building materials
204 Old West Lathrop
Avenue
Savannah, GA 31402.
Norwood H. Davis, (B) Chairman Emeritus, United
Jr. Trigon Healthcare, Trigon Healthcare, States
Inc. Inc., Richmond, VA.
2015 Staples Mill
Road
Richmond, VA 23230
Frank M. Henry (B) Chairman, Frank United
Frank Martz Coach Martz Coach Co., States
Co. Wilkes-Barr, PA, bus
P.O. Box 1007 transportation.
Wilkes-Barr, PA 18773
Ernest E. Jones (B)
Workforce Development Workforce Development United
Corporation Corporation States
One Penn Center at Philadelphia, PA
Suburban Station
1617 J.F.K. Boulevard,
13th Floor
Philadelphia, PA 19103
James M. Seabrook (B) Vice Chairman, First United
First Union National Union Corporation, States
Bank since August 1999.
One First Union
Center
301 South College Street
Charlotte, NC 28222
<PAGE>
CUSIP No. 913431-10-2 13D Page 70 of 130 Pages
The following table provides certain information about First Union
Corporation's executive officers:
Name Business (B) or Title Citizenship
Residence (R)
Address
----------------- ------------------- --------------------- --------------
G. Kennedy (B) Chief Executive United
Thompson First Union Officer and States
National Bank President
One First Union
Center
301 South College
Street
Charlotte, NC 28222
Edward E. (B) Chairman United
Crutchfield First Union States
Corporation
One First Union
Center
Charlotte, NC 28288
Donald A. (B) Vice Chairman United
McMullen, Jr. First Union States
National Bank
One First Union
Center
301 South College
Street
Charlotte, NC 28222
Benjamin P. (B) Vice Chairman United
Jenkins, III First Union States
National Bank
One First Union
Center
301 South College
Street
Charlotte, NC 28222
<PAGE>
CUSIP No. 913431-10-2 13D Page 71 of 130 Pages
Name Business (B) or Title Citizenship
Residence (R)
Address
----------------- ------------------- --------------------- --------------
Billy James (B) Vice Chairman United
Walker First Union States
National Bank
One First Union
Center
301 South College
Street
Charlotte, NC 28222
Robert T. Atwood (B) Chief Financial United
First Union Officer States
National Bank
One First Union
Center
301 South College
Street
Charlotte, NC 28222
Mark C. Treanor (B) Executive Vice United
First Union President, Secretary States
National Bank and General Counsel
One First Union
Center
301 South College
Street
40th Floor
Charlotte, NC 28222
<PAGE>
CUSIP No. 913431-10-2 13D Page 72 of 130 Pages
First Union National Bank.
The following table provides certain information about First Union National
Bank's directors:
Name Business (B) or Principal Occupation Citizenship
Residence (R)
Address
----------------- ------------------- --------------------- --------------
William H. (R) Chairman, CCA United
Goodwin, Jr. 6701 River Road Industries, Inc., States
Richmond, VA Richmond, Virginia,
23229 a diversified
holding company
901 East Cary St.,
Suite 1400
Richmond, VA 23219.
Radford D. Lovett (R) Chairman, Commodores United
129 Ponte Vedra Point Terminal States
Blvd. Corporation,
Ponte Vedra Beach, Jacksonville,
FL Florida, an operator
32082 of a marine terminal
and a real estate
management company
1600 Independent Square
Jacksonville, FL 32202.
Mackey J. (R) Chairman, President United
McDonald 1821 Museum Road and Chief Executive States
Wyomissing, PA Officer, VF
19610 Corporation,
Greensboro, North
Carolina, an apparel
manufacturer
1047 North Park Road
Wyomissing, PA 19610.
Lanty L. Smith (R) Chairman, Soles United
1401 Westridge Road Brower Smith & Co., States
Greensboro, NC Greensboro, North
27401 Carolina, an
investment
banking firm
301 North Elm St.,
Suite 600
Greensboro, NC 27401.
<PAGE>
CUSIP No. 913431-10-2 13D Page 73 of 130 Pages
Name Business (B) or Principal Occupation Citizenship
Residence (R)
Address
----------------- ------------------- --------------------- --------------
G. Kennedy (B) Chief Executive United
Thompson First Union Officer and States
National Bank President,
One First Union First Union
Center Corporation.
301 South College
Street
Charlotte, NC 28222
Beverly F. Dolan (B) Investor United
1990 Two First States
Union Center
Charlotte, NC 28282
Edward E. (B) Chairman, First United
Crutchfield First Union Union Corporation. States
Corporation
One First Union
Center
Charlotte, NC 28288
Joseph Neubauer (R) Chairman and Chief United
210 Rittenhouse Executive Officer, States
Square, W. ARAMARK Corporation,
Apt. 3106 Philadelphia,
Philadelphia, PA Pennsylvania, a
19103 service management
company
ARA Tower,
1101 Market St.
Philadelphia, PA 19107.
Robert T. Atwood (B) Executive Vice United
First Union President and States
National Bank Chief Financial
One First Union Officer,
Center First Union
301 South College Corporation.
Street
Charlotte, NC 28222
<PAGE>
CUSIP No. 913431-10-2 13D Page 74 of 130 Pages
Name Business (B) or Principal Occupation Citizenship
Residence (R)
Address
----------------- ------------------- --------------------- --------------
Mark C. Treanor (B) Executive Vice United
First Union President, States
National Bank Secretary
One First Union and General
Center Counsel,
301 South College First Union
Street Corporation.
40th Floor
Charlotte, NC 28222
<PAGE>
CUSIP No. 913431-10-2 13D Page 75 of 130 Pages
The following table provides certain information about First Union National
Bank's executive officers:
Name Business (B) or Title Citizenship
Residence (R)
Address
----------------- ------------------- --------------------- --------------
G. Kennedy (B) Chief Executive United
Thompson First Union Officer and States
National Bank President
One First Union
Center
301 South College
Street
Charlotte, NC 28222
Edward E. (B) Chairman United
Crutchfield First Union States
Corporation
One First Union
Center
Charlotte, NC 28288
Donald A. (B) Vice Chairman United
McMullen, Jr. First Union States
National Bank
One First Union
Center
301 South College
Street
Charlotte, NC 28222
Benjamin P. (B) Vice Chairman United
Jenkins, III First Union States
National Bank
One First Union
Center
301 South College
Street
Charlotte, NC 28222
Billy James (B) Vice Chairman United
Walker First Union States
National Bank
One First Union Center
301 South College Street
Charlotte, NC 28222
<PAGE>
CUSIP No. 913431-10-2 13D Page 76 of 130 Pages
The following table provides certain information about First Union National
Bank's executive officers:
Name Business (B) or Title Citizenship
Residence (R)
Address
----------------- ------------------- --------------------- --------------
Robert T. Atwood (B) Chief Financial United
First Union Officer States
National Bank
One First Union
Center
301 South College
Street
Charlotte, NC 28222
Mark C. Treanor (B) Executive Vice United
First Union President, States
National Bank Secretary and
One First Union General Counsel
Center
301 South College
Street
40th Floor
Charlotte, NC 28222
<PAGE>
CUSIP No. 913431-10-2 13D Page 77 of 130 Pages
First Union Capital Partners, Inc.
The following table provides certain information about First Union Capital
Partners' directors:
Name Business (B) or Principal Occupation Citizenship
Residence (R)
Address
----------------- ------------------- --------------------- --------------
Ted A. Gardner (B) Senior Vice United
First Union Capital President, States
Partners, Inc. First Union
One First Union Capital Partners
Center
301 South College
Street
5th Floor
Charlotte, NC
28222-0732
W. Barnes (B) Senior Vice United
Hauptfuhrer First Union Capital President, States
Partners, Inc. First Union
One First Union Capital Partners
Center
301 South College
Street
5th Floor
Charlotte, NC
28222-0732
Scott B. Perper (B) President, First United
First Union Capital Union Capital States
Partners, Inc. Partners
One First Union
Center
301 South College
Street
5th Floor
Charlotte, NC
28222-0732
<PAGE>
CUSIP No. 913431-10-2 13D Page 78 of 130 Pages
The following table provides certain information about First Union National
Bank's executive officers:
Name Business (B) or Title Citizenship
Residence (R)
Address
----------------- ------------------- --------------------- --------------
Scott B. Perper (B) President United
First Union Capital States
Partners, Inc.
One First Union
Center
301 South College
Street
5th Floor
Charlotte, NC
28222-0732
Robert T. Atwood (B) Executive Vice United
First Union Capital President. States
Partners, Inc.
One First Union
Center
301 South College
Street
5th Floor
Charlotte, NC
28222-0732
Tracey M. Chaffin (B) Vice President and United
First Union Capital Chief Financial States
Partners, Inc. Officer
One First Union
Center
301 South College
Street
5th Floor
Charlotte, NC
28222-0732
Robert F. Bertges (B) Senior Vice United
First Union Capital President States
Partners, Inc.
One First Union
Center
301 South College
Street
5th Floor
Charlotte, NC
28222-0732
<PAGE>
CUSIP No. 913431-10-2 13D Page 79 of 130 Pages
Name Business (B) or Title Citizenship
Residence (R)
Address
----------------- ------------------- --------------------- --------------
David B. Carson (B) Senior Vice United
First Union Capital President States
Partners, Inc.
One First Union
Center
301 South College
Street
5th Floor
Charlotte, NC
28222-0732
Jay M. Chernoskey (B) Senior Vice United
First Union Capital President States
Partners, Inc.
One First Union
Center
301 South College
Street
5th Floor
Charlotte, NC
28222-0732
James C. Cook (B) Senior Vice United
First Union Capital President States
Partners, Inc.
One First Union
Center
301 South College
Street
5th Floor
Charlotte, NC
28222-0732
Frederick W. (B) Senior Vice United
Eubank, III First Union Capital President States
Partners, Inc.
One First Union
Center
301 South College
Street
5th Floor
Charlotte, NC
28222-0732
<PAGE>
CUSIP No. 913431-10-2 13D Page 80 of 130 Pages
Name Business (B) or Title Citizenship
Residence (R)
Address
----------------- ------------------- --------------------- --------------
L. Watts (B) Senior Vice United
Hamrick, III First Union Capital President States
Partners, Inc.
One First Union
Center
301 South College
Street
5th Floor
Charlotte, NC
28222-0732
James H. Hatch (B) Senior Vice United
First Union Capital President and States
Partners, Inc. Treasurer
One First Union
Center
301 South College
Street
5th Floor
Charlotte, NC
28222-0732
Kent S. Hathaway (B) Senior Vice United
First Union Capital President States
Partners, Inc.
One First Union
Center
301 South College
Street
31th Floor
Charlotte, NC
28222-0630
James M. Kipp (B) Senior Vice United
First Union Capital President States
Partners, Inc.
One First Union
Center
301 South College
Street
Charlotte, NC
28222
<PAGE>
CUSIP No. 913431-10-2 13D Page 81 of 130 Pages
David Neal (B) Senior Vice United
Morrison First Union Capital President States
Partners, Inc.
One First Union
Center
301 South College
Street
Charlotte, NC
28222
Matthew S. (B) Senior Vice United
Rankowitz First Union Capital President States
Partners, Inc.
One First Union
Center
301 South College
Street
Charlotte, NC
28222
Kevin J. Roche (B) Senior Vice United
First Union Capital President States
Partners, Inc.
One First Union
Center
301 South College
Street
Charlotte, NC
28222
Edward H. Ross (B) Senior Vice United
First Union Capital President States
Partners, Inc.
One First Union
Center
301 South College
Street
Charlotte, NC
28222
<PAGE>
CUSIP No. 913431-10-2 13D Page 82 of 130 Pages
EXHIBIT 1
VOTING TRUST AGREEMENT
----------------------
Voting Trust Agreement, dated as of February 20, 1998 (the
"Agreement"), among Universal Compression Holdings, Inc. ("Holdings"), each of
the stockholders listed on the signature pages hereto (the "Stockholders") and
John K. Castle and any successor appointed as provided in this Agreement, as
Voting Trustee (the "Voting Trustee").
Recitals
--------
Holdings is duly organized and validly existing under the laws of the
State of Delaware, and, as of the date hereof, the Stockholders are the owners
the number of shares of the issued and outstanding Common Stock, par value
$0.01 per share, of Holdings (the "Common Stock"), and the number of shares of
the issued and outstanding Series A Preferred Stock, par value $.01 per share,
of Holdings (the "Preferred Stock") as set forth opposite such Stockholder's
name on Exhibit B hereto (the shares of Common Stock and Preferred Stock now
---------
owned of record or beneficially or that may be so owned in the future hereafter
from time to time by the Stockholders being referred to herein collectively as
"Shares").
In consideration of the premises and of the mutual undertakings of
the parties hereinafter set forth, a voting trust (the "Trust") in respect of
the Shares of Holdings owned by the Stockholders is hereby created and
established, subject to the following terms and conditions, to all and every
one of which the parties hereto expressly assent and agree.
1. DEPOSIT OF SHARES.
-----------------
(a) Transfer of Shares. Each Stockholder agrees that,
------------------
concurrently with the execution and delivery of this Agreement, he, she or it
will transfer and assign, or cause to be transferred and assigned, to the
Voting Trustee all of the Shares of Holdings now owned by him, her or it and
will deposit or cause to be deposited hereunder, with the Voting Trustee, the
certificates for such Shares, all of which certificates, if not registered in
the name of the Voting Trustee, shall be duly endorsed in blank or accompanied
by proper instruments of assignment and transfer thereof duly executed in
blank.
(b) All Capital Stock. The provisions of this Agreement shall
-----------------
apply to any and all Shares of Holdings that (i) may be issued in respect of,
in exchange for, or in substitution of any Shares transferred to the Voting
<PAGE>
CUSIP No. 913431-10-2 13D Page 83 of 130 Pages
Trustee pursuant to paragraph (a) hereof, or (ii) are hereafter acquired by any
Stockholder at any time, and each Stockholder agrees that until the termination
of this Agreement no Shares of Holdings shall be held by such Stockholder, but
all such Shares shall be deposited with the Voting Trustee in accordance with
the terms and conditions of this Agreement.
2. VOTING TRUST CERTIFICATES.
-------------------------
(a) Issue of Certificates. Subject to the provisions of Section
---------------------
4 hereof, the Voting Trustee shall from time to time issue to each Stockholder,
with respect to the Shares of Holdings owned by such Stockholder and so
deposited hereunder, a Voting Trust Certificate or Voting Trust Certificates,
each in the form of Exhibit A, for the number of Shares equal to that deposited
---------
by such Stockholder, which Certificate or Certificates shall refer to the
provisions of this Agreement and be registered on the books of the Trust in
such Stockholder's name.
(b) Transfer of Certificates. Voting Trust Certificates shall,
------------------------
to the extent permitted by law and the terms of this Agreement, be transferable
(subject to the limitations on transfer otherwise applicable) in the same
manner as negotiable instruments; provided, however, that ownership of such
-------- -------
Voting Trust Certificates shall be transferable on the books of the Trust by
the holders of record thereof only upon (i) the surrender of such Certificates,
properly endorsed by the registered holders, and (ii) delivery to the Voting
Trustee (A) by the proposed transferee, of a valid undertaking, in form and
substance satisfactory to the Voting Trustee, to become, and such transferee
becoming, bound by the terms of this Agreement, and (B) by the proposed
transferor, of an opinion of counsel or no-action letter as provided in Section
4 hereof.
3. STOCKHOLDERS AGREEMENT.
----------------------
(a) Limitations on Transfer. All Voting Trust Certificates
-----------------------
issued hereunder shall be subject to (i) the limitations on transfer and all
other terms provided, with respect to the Shares now or hereafter transferred
to the Voting Trustee hereunder, in the Stockholders Agreement dated as of the
date hereof, among Holdings and certain of its stockholders (the "Stockholders
Agreement"), a copy of which is on file with Holdings.
(b) Notices. Any notice required to be given by any Stockholder
-------
to Holdings or others under the Stockholders Agreement with respect to the
purchase or sale of any Shares transferred hereunder shall be given to the
<PAGE>
CUSIP No. 913431-10-2 13D Page 84 of 130 Pages
Voting Trustee who shall promptly transmit such notice to Holdings, and
Holdings shall thereafter give all notices required under such Stockholders
Agreement to be given to others, including the other stockholders of Holdings.
4. REGISTRATION OF CERTIFICATES.
----------------------------
Certificates Not Registered. The Voting Trustee will not register
---------------------------
the Voting Trust Certificates under the Securities Act of 1933, as amended (the
"Securities Act"), or under the securities laws of any state in reliance upon
each Stockholder's representation hereby made that he, she or it will hold the
Voting Trust Certificates subject to all applicable provisions of the
Securities Act and such state laws and all applicable rules and regulations
promulgated thereunder, and will not offer, sell, transfer or otherwise dispose
of said Voting Trust Certificates or any part thereof unless (in addition to
compliance with any other applicable restrictions on transfer) he, she or it
shall have first obtained (i) an opinion of counsel, in form and substance
satisfactory to the Voting Trustee, to the effect that such disposition will
not result in a violation of any federal or state law applicable to the offer
and sale of securities, or (ii) written advice from the Securities and Exchange
Commission that it will take no action with respect to any such proposed
disposition of said Voting Trust Certificates.
5. REPLACEMENT OF CERTIFICATES.
---------------------------
Issue of Replacement Certificates. In case any Voting Trust
---------------------------------
Certificate shall be mutilated, lost, destroyed or stolen, the Voting Trustee
may issue and deliver in exchange therefor and upon cancellation of the
mutilated Voting Trust Certificate, or in lieu of the lost, destroyed or stolen
Voting Trust Certificate, a new Voting Trust Certificate or Voting Trust
Certificates representing a like number of Shares, upon the production of
evidence of such loss, destruction or theft, satisfactory to the Voting
Trustee, and upon receipt of an indemnity satisfactory to the Voting Trustee,
and upon compliance also with such other reasonable conditions as the Voting
Trustee may prescribe.
6. STOCK CERTIFICATES HELD BY VOTING TRUSTEES.
------------------------------------------
(a) Surrender of Certificates. The certificates for Shares of
-------------------------
Holdings deposited with the Voting Trustee shall, if not registered in the name
of the Voting Trustee, be surrendered to Holdings and canceled and new
certificates therefor issued to and in the name of the Voting Trustee.
Notation shall be made on the face of all certificates issued in the name of
the Voting Trustee that they are issued pursuant to this Agreement, and such
fact shall also be noted in the records of stock ownership of Holdings.
<PAGE>
CUSIP No. 913431-10-2 13D Page 85 of 130 Pages
(b) Shares Held in Trust. All Shares deposited with the Voting
--------------------
Trustee hereunder shall be held in trust for the Stockholders and their
respective heirs, executors, administrators and assigns, and used and applied
by the Voting Trustee and his successors in office for the purposes of and in
accordance with this Agreement and shall remain subject to the Stockholders
Agreement.
(c) Transfer of Shares. The Voting Trustee may cause any Shares
------------------
at any time held by him under this Agreement to be transferred to any name or
names other than the name of the Voting Trustee herein named, if such transfer
becomes necessary by reason of any change in the person holding the office of
Voting Trustee as hereinafter provided.
7. DIVIDENDS; STOCKHOLDERS RIGHTS.
------------------------------
(a) Dividends. Holdings is hereby authorized and directed, and
---------
Holdings hereby agrees, to pay all distributions, payments in respect of
redemption of the Preferred Stock and dividends that are payable (and to which
the holders of the capital stock shall be entitled) in cash, stock (other than
stock entitled to vote in the selection of directors generally (the "Voting
Stock")) or other property directly to the registered holder of the Voting
Trust Certificate evidencing the Shares on which such distributions, redemption
payments or dividends are declared. All Voting Stock issued as dividends or
otherwise in respect of the Shares shall also be subject to this Agreement.
The stock certificates for such shares shall be issued in the name of and
delivered to the Voting Trustee to be held hereunder, subject to all of the
provisions hereof, and the Voting Trustee shall issue additional Voting Trust
Certificates in respect of such shares to the Stockholders entitled thereto.
(b) Distributions of Capital Stock. In case Holdings shall at
------------------------------
any time issue any stock or other securities to which the holders of Common
Stock or Preferred Stock shall be entitled to subscribe by way of preemptive
right or otherwise, or any Stockholder shall be otherwise entitled (including,
without limitation, pursuant to the Stockholders Agreement) to purchase any
shares of capital stock of Holdings, the Voting Trustee shall promptly give
notice of such right so to subscribe or purchase and of the terms thereof to
such Stockholder at his, her or its address registered with the Voting Trustee;
and such Stockholder upon providing the Voting Trustee with funds in the
requisite amount, shall have the right, subject to such reasonable regulations
as may be prescribed by the Voting Trustee, to instruct the Voting Trustee to
subscribe for or purchase such stock or other securities, or any part thereof;
and to the extent that such Stockholder shall fail to exercise such rights the
Voting Trustee shall be entitled, in its absolute discretion, to permit such
rights so to subscribe or purchase to lapse. Upon receiving proper
instructions in writing, the Voting Trustee shall subscribe for or purchase
such stock or other securities (but only out of funds provided by such
Stockholder for the purpose) and shall distribute the same to such Stockholder,
except that any shares of Voting Stock of Holdings, when so subscribed for or
purchased and received by the Voting Trustee, shall not be distributed but
<PAGE>
CUSIP No. 913431-10-2 13D Page 86 of 130 Pages
shall be held hereunder, subject to all the provisions hereof, and the Voting
Trustee shall issue new or additional Voting Trust Certificates in appropriate
form in respect of such shares to such Stockholder.
8. ACTIONS BY VOTING TRUSTEE.
-------------------------
(a) Proxy. A proxy may be given to any person other than the
-----
Voting Trustee; provided, that such proxy may be voted only in accordance with
--------
specific instructions given by the Voting Trustee.
(b) Agents. The Voting Trustee may at any time or from time to
------
time appoint an agent or agents and may delegate to such agent or agents the
performance of any administrative duty of the Voting Trustee, including,
without limitation, the appointment of a domestic bank or other institution to
act as custodian of the Shares of Holdings held by it hereunder. The fees of
such agent or agents shall constitute an expense of the Voting Trustee.
9. LIABILITY OF VOTING TRUSTEE; INDEMNIFICATION.
---------------------------------------------
(a) No Liability. The Voting Trustee assumes no liability as a
------------
stockholder, his interest hereunder being that of trustee only. In voting the
stock represented by the stock certificates held by it hereunder (which he may
do either in person or by proxy as aforesaid), the Voting Trustee will vote and
act in all matters in accordance with his best good faith judgment and the
terms of this Agreement, without taking into consideration the preferences of
the Stockholders; but he assumes no responsibility or liability in respect of
any action taken by him or taken in pursuance of his vote so cast, and the
Voting Trustee shall not incur any responsibility as trustee or otherwise by
reason of any error of fact or law, mistake of judgment, or of any matter or
thing done or suffered or omitted to be done under this Agreement, except for
his own individual gross negligence or willful misconduct.
(b) Agents. The Voting Trustee shall not be answerable for the
------
default or misconduct of any agent or attorney appointed by him in pursuance
hereof if such agent or attorney shall have been selected with reasonable care.
(c) Expenses. The Voting Trustee shall not be entitled to any
--------
compensation for his services but shall be reimbursed by the Stockholders for
any reasonable expenses (other than counsel, advisors' and agents' fees) paid
or incurred in the administration of the trust hereunder.
(d) Indemnity. The Stockholders hereby jointly and severally
---------
agree that they will at all times protect, indemnify and save harmless the
Voting Trustee from any loss, cost or expense of any kind or character
whatsoever incurred in connection with this Trust except those, if any, arising
<PAGE>
CUSIP No. 913431-10-2 13D Page 87 of 130 Pages
from the gross negligence or willful misconduct of the Voting Trustee, and will
at all times themselves undertake, assume full responsibility for, and pay all
costs and expenses of any suit or litigation of any character, including any
proceedings before any governmental agency, with respect to the Shares or this
Agreement and, if the Voting Trustee shall be made a party thereto, the
Stockholders will pay all costs and expenses, including counsel fees, to which
the Voting Trustee may be subject by reason thereof. The Voting Trustee may
consult with counsel and other advisors, and the opinions of such counsel and
advisors shall be full and complete authorization and protection in respect of
any action taken or omitted or suffered by the Voting Trustee hereunder in good
faith and in accordance with such opinions.
(e) Survival. Notwithstanding any other provision hereof, the
--------
provisions of this Section 9 shall survive the termination of this Agreement.
10. VOTING DISCRETION.
-----------------
(a) Voting Discretion. Except as otherwise provided herein,
-----------------
until the termination of this Agreement and the actual delivery of stock
certificates in exchange for Voting Trust Certificates hereunder, the Voting
Trustee shall possess and shall be entitled in his discretion, not subject to
any review, to exercise in person or by proxy, in respect of any and all Shares
at any time deposited under this Agreement, all rights and powers of every name
and nature, including the right to vote thereon or to consent to any and every
act of Holdings, in the same manner and to the same extent as if he were the
absolute owner of such stock in his own right.
(b) Permitted Actions. Without limiting the generality of the
-----------------
foregoing paragraph (a), the Voting Trustee is specifically authorized to vote
for or consent to any of the following:
(a) (i) an increase or decrease in the authorized
capital of Holdings, (ii) the creation or authorization of any class of
capital stock of Holdings, (iii) the issuance or sale of any shares of capital
stock or rights to acquire capital stock of Holdings or any subsidiary of
Holdings (by conversion, exercise of a warrant or option or otherwise);
(b) any amendment of the certificate of incorporation or
by-laws of Holdings;
(c) the incurrence of any indebtedness for borrowed
money;
(d) the appointment, election, termination or removal of
any officer or director of Holdings;
(e) the declaration or payment of any dividend or other
distribution to the stockholders of Holdings;
<PAGE>
CUSIP No. 913431-10-2 13D Page 88 of 130 Pages
(f) (i) entering into any transaction of merger,
consolidation or amalgamation, or liquidation, winding up or dissolution, (ii)
the conveyance, sale, lease, transfer or other disposition of, in a
transaction or related series of transactions, substantially all of Holdings'
or any of its subsidiaries' property, business or assets, (iii) acquisition by
purchase or otherwise of all of the capital stock or other evidences of
beneficial ownership of Holdings or any of its subsidiaries, or (iv) any
recapitalization or similar restructuring transaction;
(g) the acquisition, directly or indirectly, of a
significant amount of assets other than in the ordinary course of business;
(h) the sale or disposition of, directly or indirectly,
a significant amount of assets other than in the ordinary course of business;
(i) adoption of any stock option plan for employees or
any material changes in any such stock option plan or any other executive
compensation plan of Holdings or any of its subsidiaries;
(j) any change in the annual compensation of any officer
of Holdings;
(k) any other extraordinary transaction, including any
transaction that changes or would change the nature of the business of
Holdings or its subsidiaries; and
(l) any other proposal to be voted on or consented to by
stockholders of Holdings;
11. REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS.
--------------------------------------------------
Each Stockholder hereby represents and warrants to the Voting Trustee
as follows:
(a) Authority Relative to This Agreement. Such Stockholder has
------------------------------------
all requisite power and authority to enter into this Agreement and to perform
its obligations hereunder. This Agreement has been duly authorized, executed
and delivered by such Stockholder and, assuming this Agreement constitutes a
valid and binding obligation of the other parties hereto, constitutes a legal,
valid and binding obligation of such Stockholder, enforceable against such
Stockholder in accordance with its terms, except to the extent that the
enforceability thereof may be limited by: (i) applicable bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium or similar laws
from time to time in effect affecting generally the enforcement of creditors'
rights and remedies; and (ii) general principles of equity, including, without
limitation, principles of reasonableness, good faith and fair dealing
(regardless of whether enforcement is sought in equity or at law).
(b) No Conflict. (i) The execution and delivery of this
-----------
Agreement by such Stockholder and performance of its obligations hereunder do
not (A) conflict with or violate any laws applicable to such Stockholder or by
<PAGE>
CUSIP No. 913431-10-2 13D Page 89 of 130 Pages
which the Shares held by such Stockholder are bound or affected or (B) result
in any breach of or constitute a default (or an event that with notice or
lapse of time or both would become a default) under, or give to others any
rights of termination, amendment, acceleration or cancellation of, or result
in the creation of a lien or encumbrance on any of the Shares held by such
Stockholder pursuant to, any note, bond, mortgage, indenture, contract, lease,
license, permit, franchise or other instrument or obligation to which such
Stockholder is a party or by which such Stockholder or the Shares held by such
Stockholder are bound or affected.
(ii) The execution and delivery of this Agreement by such
Stockholder do not, and the performance of this Agreement by such Stockholder
will not, require any consent, authorization or approval or other action by,
or notice to or filing with, any governmental authority or other person.
(c) Title to the Shares. As of the date hereof, each
-------------------
Stockholder is the record and beneficial owner of the number of shares of
Common Stock and the number of shares of Preferred Stock as set forth opposite
such Stockholder's name on Exhibit B hereto free and clear of all security
---------
interests, liens, claims, pledges, options, rights of first refusal,
contracts, limitations on such Stockholder's voting rights, charges and other
encumbrances of any nature whatsoever. Except as provided in this Agreement,
such Stockholder has not appointed or granted (and will not, after the date
hereof, appoint or grant) any proxy, which appointment or grant is still
effective, with respect to the shares set forth opposite such Stockholder's
name on Exhibit B hereto.
---------
12. TERMINATION OF THIS AGREEMENT.
-----------------------------
(a) Term. Unless terminated sooner pursuant to Section 12(b)
----
hereof, this Agreement shall continue in effect for the maximum period
permitted by applicable law as in effect on the date hereof.
(b) Termination. This Agreement shall terminate with respect to
-----------
any Shares of Holdings sold, transferred or disposed of by any Stockholder as
provided in and subject to compliance with the terms and conditions of the
Stockholders Agreement.
(c) Irrevocable. Subject to the foregoing Section 12 (b), during
-----------
the term of this Agreement the Trust hereby created shall be irrevocable and no
Shares of Holdings held by the Voting Trustee pursuant to the terms of this
Agreement shall be transferred to or upon the order of the holder of a Voting
Trust Certificate evidencing the beneficial ownership thereof prior to the
termination of this Agreement.
<PAGE>
CUSIP No. 913431-10-2 13D Page 90 of 130 Pages
13. DELIVERY OF STOCK CERTIFICATES UPON TERMINATION OF THIS AGREEMENT.
-----------------------------------------------------------------
(a) Stock Certificates. Upon termination of this Agreement, the
------------------
Voting Trustee, in exchange for and upon surrender of any Voting Trust
Certificates then outstanding, shall, in accordance with the terms hereof,
deliver certificates for capital stock of Holdings of the series or class and
in the amount called for by such Voting Trust Certificate and either registered
in the name of the holder thereof or duly endorsed in blank or accompanied by
proper instruments of assignment and transfer thereof duly executed in blank to
the holder thereof, and the Voting Trustee may require the holder of such
Voting Trust Certificate to surrender the same for such exchange.
(b) Obligations of Trustee. After any termination of this
----------------------
Agreement as above provided with respect to all Shares, and delivery by the
Voting Trustee of any stock or other property then held hereunder in exchange
for outstanding Voting Trust Certificates as provided in this Section 13, all
further obligations or duties of the Voting Trustee under this Agreement or any
provision hereof shall cease.
14. RESIGNATION; SUCCESSOR TRUSTEE.
------------------------------
The Voting Trustee may resign at any time by providing Holdings and
each Stockholder with written notice to such effect 30 days prior to the
effective date of such resignation. If for any reason John K. Castle shall
cease to serve as Voting Trustee hereunder, his immediate successor in such
capacity shall be Leonard M. Harlan; provided that (i) the person serving as
--------
Voting Trustee may at any time, and from time to time, replace or designate the
successor to such Voting Trustee and (ii) each such successor shall be an
officer of Castle Harlan, Inc. or an officer of Castle Harlan Partners III GP,
Inc. Each such successive designated person shall, upon assuming the duties
hereunder upon a vacancy occurring in the office of Voting Trustee, be the
Voting Trustee.
15. INTERESTS ALLOWED AS VOTING TRUSTEE.
-----------------------------------
The Voting Trustee may be a creditor or stockholder of Holdings and
may act as a director, officer or employee of, or consultant or advisor to,
Holdings and receive compensation therefor. In addition, the Voting Trustee
and any firm of which he may be a member, and any of his affiliates, may
contract with Holdings or have a pecuniary interest in any matter or
transaction to which Holdings may be a party, or in which Holdings may be in
any way concerned.
16. EFFECT OF AGREEMENT UPON REPRESENTATIVES, SUCCESSORS AND ASSIGNS.
----------------------------------------------------------------
This Agreement shall inure to the benefit of and be binding upon the
Voting Trustee and each Stockholder and their respective legal representatives,
successors and assigns.
<PAGE>
CUSIP No. 913431-10-2 13D Page 91 of 130 Pages
17. MISCELLANEOUS.
-------------
(a) Deliver to Stockholders. The Voting Trustee shall deliver to
-----------------------
each Stockholder all information received by the Voting Trustee from Holdings
or from other stockholders of Holdings.
(b) Assignment; Binding Effect. Except as otherwise provided in
--------------------------
this Agreement, no right under this Agreement shall be assignable and any
attempted assignment in violation of this provision shall be void. This
Agreement, and the rights and obligations of the parties hereunder, shall be
binding upon and inure to the benefit of any and all successors, permitted
assigns, personal representatives and all other legal representatives, in
whatsoever capacity, by operation of law or otherwise, of the parties hereto,
in each case with the same force and effect as if the foregoing persons were
named herein as parties hereto.
(c) Notices. All notices to be given to the owners of Voting
-------
Trust Certificates shall be given by mailing the same in a sealed postpaid
envelope to the registered owners of Voting Trust Certificates addressed to
their respective addresses as shown on the books of the Trust, and any notice
whatsoever when mailed by or on behalf of the Voting Trustee to such registered
owners of Voting Trust Certificates as herein provided shall have the same
effect as though personally served on all holders of Voting Trust Certificates.
All notices to be given to the Voting Trustee shall be given by serving a copy
thereof upon him personally or by mailing the same in a sealed postpaid
envelope addressed to him at his address set forth below or to such other
address as he shall from time to time in writing designate.
(c) Filing of Agreement. Until the termination of this
-------------------
Agreement, one original counterpart hereof shall be filed at each of (i) the
principal office of Holdings and (ii) the registered office of Holdings in the
State of Delaware, and each such counterpart shall be open to the inspection of
any holder of any Voting Trust Certificate or any stockholder of Holdings daily
during business hours.
(d) Amendment. If at any time it is deemed advisable for the
---------
parties hereto to amend or revoke this Agreement, it may be amended or revoked
by an agreement executed by the Voting Trustee, Holdings and the holder or
holders of all of the Voting Trust Certificates.
(e) Acknowledgment of Obligations. The Voting Trustee accepts
-----------------------------
the trust created hereby subject to all the terms and conditions herein
contained and agrees that he will exercise the powers and perform the duties of
Voting Trustee as set forth herein according to his best judgment.
(f) Applicable Law; Consent to Jurisdiction. This Agreement and
----------------------------------------
the validity and performance of the terms hereof shall be governed by and
<PAGE>
CUSIP No. 913431-10-2 13D Page 92 of 130 Pages
construed in accordance with the laws of the State of New York without regard
to principles of conflicts of law or choice of law. The parties hereto hereby
agree that all actions or proceedings arising directly or indirectly from or in
connection with this Agreement shall be litigated only in the Supreme Court of
the State of New York or the United States District Court for the Southern
District of New York located in New York County, New York. To the extent
permitted by applicable law, the parties hereto consent to the jurisdiction and
venue of the foregoing courts and consent that any process or notice of motion
or other application to either of said courts or a judge thereof may be served
inside or outside the State of New York or the Southern District of New York by
registered mail, return receipt requested, directed to such party at its
address set forth in this Agreement (and service so made shall be deemed
complete five days after the same has been posted as aforesaid) or by personal
service or in such other manner as may be permissible under the rules of said
courts.
(g) Entire Agreement; Amendments and Waivers. This Agreement
----------------------------------------
sets forth the entire understanding of the parties with respect to the subject
matter hereof. The failure of any party to seek redress for the violation of
or to insist upon the strict performance of any term of this Agreement shall
not constitute a waiver of such term and such party shall be entitled to
enforce such term without regard to such forbearance. This Agreement may be
amended only by the written consent of each party hereto, and each party
hereto may take any action herein prohibited or omit to take action herein
required to be performed by it, and any breach of or compliance with any
covenant, agreement, warranty or representation may be waived only by the
written waiver of the party against whom such action or inaction may
negatively affect, but, in any case, such consent or waiver shall only be
effective in the specific instance and for the specific purpose for which
given.
(h) Headings. The headings in this Agreement are for
--------
convenience of reference only and shall not limit or otherwise affect the
meaning of terms contained herein.
(i) Severability. If any term, provision, covenant or
------------
restriction of this Agreement, or any part thereof, is held by a court of
competent jurisdiction or any foreign federal, state, county or local
government or any other governmental, regulatory or administrative agency or
authority to be invalid, void, unenforceable or against public policy for any
reason, the remainder of the terms, provisions, covenants and restrictions of
this Agreement shall remain in full force and effect and shall in no way be
affected, impaired or invalidated.
(j) Counterparts. This Agreement may be executed in two or more
------------
counterparts, each of which shall be deemed an original, but all of which
shall constitute one and the same instrument, and it shall not be necessary in
making proof of this Agreement to produce or account for more than one such
counterpart.
<PAGE>
CUSIP No. 913431-10-2 13D Page 93 of 130 Pages
(k) Specific Performance. Each of the parties hereto
--------------------
acknowledges and agrees that in the event of any breach of this Agreement, the
non-breaching party would be irreparably harmed and could not be made whole by
monetary damages. It is accordingly agreed that the parties hereto shall and
do hereby waive the defense in any action for specific performance that a
remedy at law would be adequate and that the parties hereto, in addition to
any other remedy to which they may be entitled at law or in equity, shall be
entitled to compel specific performance of this Agreement in any action
instituted in the Supreme Court of the State of New York or the United States
District Court for the Southern District of New York, or, in the event such
courts shall not have jurisdiction of such action, in any court of the United
States or any state thereof having subject matter jurisdiction of such action.
<PAGE>
CUSIP No. 913431-10-2 13D Page 94 of 130 Pages
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first above written.
VOTING TRUSTEE: STOCKHOLDERS:
UNIVERSAL COMPRESSION HOLDINGS, INC.
----------------------------------
John K. Castle
c/o Castle Harlan, Inc. By:
---------------------------------
37th Floor Name:
150 East 58th Street Title:
New York, New York 10155
---------------------------
SAMUEL URCIS
---------------------------
ERNIE DANNER
---------------------------
STEPHEN SNIDER
---------------------------
THOMAS HARTFORD
---------------------------
NEWTON SCHNOOR
---------------------------
ROBERT RYAN
<PAGE>
CUSIP No. 913431-10-2 13D Page 95 of 130 Pages
BRANFORD CASTLE HOLDINGS, INC
By:
---------------------------
Name:
Title:
CASTLE HARLAN OFFSHORE PARTNERS III, L.P.
By:
---------------------------
Name:
Title:
CASTLE HARLAN AFFILIATES III, L.P.
By:
---------------------------
Name:
Title:
FROGMORE FORUM FAMILY FUND L.L.C.
By:
---------------------------
Name:
Title:
------------------------------
LEONARD M. HARLAN
<PAGE>
CUSIP No. 913431-10-2 13D Page 96 of 130 Pages
BRANFORD CASTLE HOLDINGS, INC.
By:
---------------------------
Name:
Title:
------------------------------
DAVID H.CHOW
------------------------------
JEFFREY M. SIEGAL
------------------------------
TUCKER ANTHONY INC., CUSTODIAN
FBO/MARCEL FOURNIER, IRA-R
ID# 04-2566229
------------------------------
HOWARD WEISS
------------------------------
MARK A. WEISS 1994 TRUST
------------------------------
MICHAEL D. WEISS 1994 TRUST
------------------------------
WILLIAM J. LOVEJOY
------------------------------
SYLVIA B. ROSEN
------------------------------
WILLIAM M. PRUELLAGE
[VOTING TRUST AGREEMENT]
<PAGE>
CUSIP No. 913431-10-2 13D Page 97 of 130 Pages
EXHIBIT A
THIS VOTING TRUST CERTIFICATE HAS BEEN ISSUED WITHOUT REGISTRATION
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND NO INTEREST THEREIN MAY BE
TRANSFERRED EXCEPT IN COMPLIANCE, ESTABLISHED TO SATISFACTION OF THE ISSUER,
WITH SAID ACT AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER BY THE
SECURITIES AND EXCHANGE COMMISSION.
THIS VOTING TRUST CERTIFICATE AND THE SECURITIES REPRESENTED HEREBY
ARE SUBJECT TO RESTRICTIONS ON TRANSFER PURSUANT TO A STOCKHOLDERS AGREEMENT ON
FILE WITH HOLDINGS.
VOTING TRUST CERTIFICATE
UNIVERSAL COMPRESSION HOLDINGS, INC.
No. V-
-------------------------
Class: Common Stock
Shares:
----------------
Class: Preferred Stock
Shares:
----------------
This certificate is evidence that has deposited
-----------------
(i) shares of Common Stock, $0.01 par value per share, of Universal
--------
Compression Holdings, Inc., a Delaware corporation (the "Company"), and (ii)
shares of Preferred Stock, no par value per share, of Holdings, with the
----
Voting Trustee hereinafter named in accordance with the terms of the Voting
Trust Agreement (the "Agreement") dated as of , 1998 among Holdings,
---- --
each of the Stockholders listed on the signature pages thereof and the person
whose name appears below as Voting Trustee (the "Trustee").
This certificate and the interest represented hereby is transferable
on the books of the Trust only in accordance with the terms of the Agreement
and any holder of this Certificate takes the same subject to all of the terms
and conditions of such Agreement.
<PAGE>
CUSIP No. 913431-10-2 13D Page 98 of 130 Pages
IN WITNESS WHEREOF, the Trustee has signed this certificate as of the
day of , 1998.
--- ---- --
VOTING TRUSTEE
-------------------------------
John K. Castle
<PAGE>
CUSIP No. 913431-10-2 13D Page 99 of 130 Pages
EXHIBIT B
<TABLE>
<S> <C> <C>
Stockholder Number of Shares of Number of Shares of
----------- ------------------- -------------------
Common Stock Owned Preferred Stock Owned
------------------ ---------------------
Samuel Urcis 4,400 17,600
Ernie Danner 1,000 4,000
Stephen Snider 2,000 8,000
Thomas Hartford 960 3,840
Newton Schnoor -- --
Robert Ryan -- --
Branford Castle 1,181 4,724
Castle Harlan Offshore 2,923 11,692
Castle Harlan Affiliates 2,980 11,920
Frogmore Forum 679 2,716
Leonard M. Harlan 590 2,360
</TABLE>
<PAGE>
CUSIP No. 913431-10-2 13D Page 100 of 130 Pages
EXHIBIT 2
VOTING TRUST AGREEMENT
----------------------
Voting Trust Agreement, dated as of December 1, 1998 (the
"Agreement"), among Universal Compression Holdings, Inc. ("Holdings"), each of
the stockholders listed on the signature pages hereto (the "Stockholders") and
John K. Castle and any successor appointed as provided in this Agreement, as
Voting Trustee (the "Voting Trustee").
Recitals
--------
Holdings is duly organized and validly existing under the laws of the
State of Delaware, and, as of the date hereof, the Stockholders are the owners
the number of shares of the issued and outstanding Common Stock, par value
$0.01 per share, of Holdings (the "Common Stock"), and the number of shares of
the issued and outstanding Series A Preferred Stock, par value $.01 per share,
of Holdings (the "Preferred Stock") as set forth opposite such Stockholder's
name on Exhibit B hereto (the shares of Common Stock and Preferred Stock now
---------
owned of record or beneficially or that may be so owned in the future hereafter
from time to time by the Stockholders being referred to herein collectively as
"Shares").
In consideration of the premises and of the mutual undertakings of
the parties hereinafter set forth, a voting trust (the "Trust") in respect of
the Shares of Holdings owned by the Stockholders is hereby created and
established, subject to the following terms and conditions, to all and every
one of which the parties hereto expressly assent and agree.
1. DEPOSIT OF SHARES.
-----------------
(a) Transfer of Shares. Each Stockholder agrees that,
------------------
concurrently with the execution and delivery of this Agreement, he, she or it
will transfer and assign, or cause to be transferred and assigned, to the
Voting Trustee all of the Shares of Holdings now owned by him, her or it and
will deposit or cause to be deposited hereunder, with the Voting Trustee, the
certificates for such Shares, all of which certificates, if not registered in
the name of the Voting Trustee, shall be duly endorsed in blank or accompanied
by proper instruments of assignment and transfer thereof duly executed in
blank.
(b) All Capital Stock. The provisions of this Agreement shall
-----------------
apply to any and all Shares of Holdings that (i) may be issued in respect of,
in exchange for, or in substitution of any Shares transferred to the Voting
<PAGE>
CUSIP No. 913431-10-2 13D Page 101 of 130 Pages
Trustee pursuant to paragraph (a) hereof, or (ii) are hereafter acquired by any
Stockholder at any time, and each Stockholder agrees that until the termination
of this Agreement no Shares of Holdings shall be held by such Stockholder, but
all such Shares shall be deposited with the Voting Trustee in accordance with
the terms and conditions of this Agreement.
2. VOTING TRUST CERTIFICATES.
-------------------------
(a) Issue of Certificates. Subject to the provisions of Section
---------------------
4 hereof, the Voting Trustee shall from time to time issue to each Stockholder,
with respect to the Shares of Holdings owned by such Stockholder and so
deposited hereunder, a Voting Trust Certificate or Voting Trust Certificates,
each in the form of Exhibit A, for the number of Shares equal to that deposited
---------
by such Stockholder, which Certificate or Certificates shall refer to the
provisions of this Agreement and be registered on the books of the Trust in
such Stockholder's name.
(b) Transfer of Certificates. Voting Trust Certificates shall,
------------------------
to the extent permitted by law and the terms of this Agreement, be transferable
(subject to the limitations on transfer otherwise applicable) in the same
manner as negotiable instruments; provided, however, that ownership of such
-------- -------
Voting Trust Certificates shall be transferable on the books of the Trust by
the holders of record thereof only upon (i) the surrender of such Certificates,
properly endorsed by the registered holders, and (ii) delivery to the Voting
Trustee (A) by the proposed transferee, of a valid undertaking, in form and
substance satisfactory to the Voting Trustee, to become, and such transferee
becoming, bound by the terms of this Agreement, and (B) by the proposed
transferor, of an opinion of counsel or no-action letter as provided in Section
4 hereof.
3. STOCKHOLDERS AGREEMENT.
----------------------
(a) Limitations on Transfer. All Voting Trust Certificates
-----------------------
issued hereunder shall be subject to (i) the limitations on transfer and all
other terms provided, with respect to the Shares now or hereafter transferred
to the Voting Trustee hereunder, in the Stockholders Agreement dated as of the
date hereof, among Holdings and certain of its stockholders (the "Stockholders
Agreement"), a copy of which is on file with Holdings.
(b) Notices. Any notice required to be given by any Stockholder
-------
to Holdings or others under the Stockholders Agreement with respect to the
<PAGE>
CUSIP No. 913431-10-2 13D Page 102 of 130 Pages
purchase or sale of any Shares transferred hereunder shall be given to the
Voting Trustee who shall promptly transmit such notice to Holdings, and
Holdings shall thereafter give all notices required under such Stockholders
Agreement to be given to others, including the other stockholders of Holdings.
4. REGISTRATION OF CERTIFICATES.
----------------------------
Certificates Not Registered. The Voting Trustee will not register
---------------------------
the Voting Trust Certificates under the Securities Act of 1933, as amended (the
"Securities Act"), or under the securities laws of any state in reliance upon
each Stockholder's representation hereby made that he, she or it will hold the
Voting Trust Certificates subject to all applicable provisions of the
Securities Act and such state laws and all applicable rules and regulations
promulgated thereunder, and will not offer, sell, transfer or otherwise dispose
of said Voting Trust Certificates or any part thereof unless (in addition to
compliance with any other applicable restrictions on transfer) he, she or it
shall have first obtained (i) an opinion of counsel, in form and substance
satisfactory to the Voting Trustee, to the effect that such disposition will
not result in a violation of any federal or state law applicable to the offer
and sale of securities, or (ii) written advice from the Securities and Exchange
Commission that it will take no action with respect to any such proposed
disposition of said Voting Trust Certificates.
5. REPLACEMENT OF CERTIFICATES.
---------------------------
Issue of Replacement Certificates. In case any Voting Trust
---------------------------------
Certificate shall be mutilated, lost, destroyed or stolen, the Voting Trustee
may issue and deliver in exchange therefor and upon cancellation of the
mutilated Voting Trust Certificate, or in lieu of the lost, destroyed or stolen
Voting Trust Certificate, a new Voting Trust Certificate or Voting Trust
Certificates representing a like number of Shares, upon the production of
evidence of such loss, destruction or theft, satisfactory to the Voting
Trustee, and upon receipt of an indemnity satisfactory to the Voting Trustee,
and upon compliance also with such other reasonable conditions as the Voting
Trustee may prescribe.
6. STOCK CERTIFICATES HELD BY VOTING TRUSTEES.
------------------------------------------
(a) Surrender of Certificates. The certificates for Shares of
-------------------------
Holdings deposited with the Voting Trustee shall, if not registered in the name
of the Voting Trustee, be surrendered to Holdings and canceled and new
certificates therefor issued to and in the name of the Voting Trustee.
Notation shall be made on the face of all certificates issued in the name of
the Voting Trustee that they are issued pursuant to this Agreement, and such
<PAGE>
CUSIP No. 913431-10-2 13D Page 103 of 130 Pages
fact shall also be noted in the records of stock ownership of Holdings.
(b) Shares Held in Trust. All Shares deposited with the Voting
--------------------
Trustee hereunder shall be held in trust for the Stockholders and their
respective heirs, executors, administrators and assigns, and used and applied
by the Voting Trustee and his successors in office for the purposes of and in
accordance with this Agreement and shall remain subject to the Stockholders
Agreement.
(c) Transfer of Shares. The Voting Trustee may cause any Shares
------------------
at any time held by him under this Agreement to be transferred to any name or
names other than the name of the Voting Trustee herein named, if such transfer
becomes necessary by reason of any change in the person holding the office of
Voting Trustee as hereinafter provided.
7. DIVIDENDS; STOCKHOLDERS RIGHTS.
------------------------------
(a) Dividends. Holdings is hereby authorized and directed, and
---------
Holdings hereby agrees, to pay all distributions, payments in respect of
redemption of the Preferred Stock and dividends that are payable (and to which
the holders of the capital stock shall be entitled) in cash, stock (other than
stock entitled to vote in the selection of directors generally (the "Voting
Stock")) or other property directly to the registered holder of the Voting
Trust Certificate evidencing the Shares on which such distributions, redemption
payments or dividends are declared. All Voting Stock issued as dividends or
otherwise in respect of the Shares shall also be subject to this Agreement.
The stock certificates for such shares shall be issued in the name of and
delivered to the Voting Trustee to be held hereunder, subject to all of the
provisions hereof, and the Voting Trustee shall issue additional Voting Trust
Certificates in respect of such shares to the Stockholders entitled thereto.
(b) Distributions of Capital Stock. In case Holdings shall at
------------------------------
any time issue any stock or other securities to which the holders of Common
Stock or Preferred Stock shall be entitled to subscribe by way of preemptive
right or otherwise, or any Stockholder shall be otherwise entitled (including,
without limitation, pursuant to the Stockholders Agreement) to purchase any
shares of capital stock of Holdings, the Voting Trustee shall promptly give
notice of such right so to subscribe or purchase and of the terms thereof to
such Stockholder at his, her or its address registered with the Voting Trustee;
and such Stockholder upon providing the Voting Trustee with funds in the
requisite amount, shall have the right, subject to such reasonable regulations
as may be prescribed by the Voting Trustee, to instruct the Voting Trustee to
subscribe for or purchase such stock or other securities, or any part thereof;
and to the extent that such Stockholder shall fail to exercise such rights the
<PAGE>
CUSIP No. 913431-10-2 13D Page 104 of 130 Pages
Voting Trustee shall be entitled, in its absolute discretion, to permit such
rights so to subscribe or purchase to lapse. Upon receiving proper
instructions in writing, the Voting Trustee shall subscribe for or purchase
such stock or other securities (but only out of funds provided by such
Stockholder for the purpose) and shall distribute the same to such Stockholder,
except that any shares of Voting Stock of Holdings, when so subscribed for or
purchased and received by the Voting Trustee, shall not be distributed but
shall be held hereunder, subject to all the provisions hereof, and the Voting
Trustee shall issue new or additional Voting Trust Certificates in appropriate
form in respect of such shares to such Stockholder.
8. ACTIONS BY VOTING TRUSTEE.
-------------------------
(a) Proxy. A proxy may be given to any person other than the
-----
Voting Trustee; provided, that such proxy may be voted only in accordance with
--------
specific instructions given by the Voting Trustee.
(b) Agents. The Voting Trustee may at any time or from time to
------
time appoint an agent or agents and may delegate to such agent or agents the
performance of any administrative duty of the Voting Trustee, including,
without limitation, the appointment of a domestic bank or other institution to
act as custodian of the Shares of Holdings held by it hereunder. The fees of
such agent or agents shall constitute an expense of the Voting Trustee.
9. LIABILITY OF VOTING TRUSTEE; INDEMNIFICATION.
--------------------------------------------
(a) No Liability. The Voting Trustee assumes no liability as a
------------
stockholder, his interest hereunder being that of trustee only. In voting the
stock represented by the stock certificates held by it hereunder (which he may
do either in person or by proxy as aforesaid), the Voting Trustee will vote and
act in all matters in accordance with his best good faith judgment and the
terms of this Agreement, without taking into consideration the preferences of
the Stockholders; but he assumes no responsibility or liability in respect of
any action taken by him or taken in pursuance of his vote so cast, and the
Voting Trustee shall not incur any responsibility as trustee or otherwise by
reason of any error of fact or law, mistake of judgment, or of any matter or
thing done or suffered or omitted to be done under this Agreement, except for
his own individual gross negligence or willful misconduct.
(b) Agents. The Voting Trustee shall not be answerable for the
------
default or misconduct of any agent or attorney appointed by him in pursuance
hereof if such agent or attorney shall have been selected with reasonable care.
<PAGE>
CUSIP No. 913431-10-2 13D Page 105 of 130 Pages
(c) Expenses. The Voting Trustee shall not be entitled to any
--------
compensation for his services but shall be reimbursed by the Stockholders for
any reasonable expenses (other than counsel, advisors' and agents' fees) paid
or incurred in the administration of the trust hereunder.
(d) Indemnity. The Stockholders hereby jointly and severally
---------
agree that they will at all times protect, indemnify and save harmless the
Voting Trustee from any loss, cost or expense of any kind or character
whatsoever incurred in connection with this Trust except those, if any, arising
from the gross negligence or willful misconduct of the Voting Trustee, and will
at all times themselves undertake, assume full responsibility for, and pay all
costs and expenses of any suit or litigation of any character, including any
proceedings before any governmental agency, with respect to the Shares or this
Agreement and, if the Voting Trustee shall be made a party thereto, the
Stockholders will pay all costs and expenses, including counsel fees, to which
the Voting Trustee may be subject by reason thereof. The Voting Trustee may
consult with counsel and other advisors, and the opinions of such counsel and
advisors shall be full and complete authorization and protection in respect of
any action taken or omitted or suffered by the Voting Trustee hereunder in good
faith and in accordance with such opinions.
(e) Survival. Notwithstanding any other provision hereof, the
--------
provisions of this Section 9 shall survive the termination of this Agreement.
10. VOTING DISCRETION.
-----------------
(a) Voting Discretion. Except as otherwise provided herein,
-----------------
until the termination of this Agreement and the actual delivery of stock
certificates in exchange for Voting Trust Certificates hereunder, the Voting
Trustee shall possess and shall be entitled in his discretion, not subject to
any review, to exercise in person or by proxy, in respect of any and all Shares
at any time deposited under this Agreement, all rights and powers of every name
and nature, including the right to vote thereon or to consent to any and every
act of Holdings, in the same manner and to the same extent as if he were the
absolute owner of such stock in his own right.
(b) Permitted Actions. Without limiting the generality of the
-----------------
foregoing paragraph (a), the Voting Trustee is specifically authorized to vote
for or consent to any of the following:
(a) (i) an increase or decrease in the authorized
capital of Holdings, (ii) the creation or authorization of any class of
capital stock of Holdings, (iii) the issuance or sale of any shares of capital
stock or rights to acquire capital stock of Holdings or any subsidiary of
<PAGE>
CUSIP No. 913431-10-2 13D Page 106 of 130 Pages
Holdings (by conversion, exercise of a warrant or option or otherwise);
(b) any amendment of the certificate of incorporation or
by-laws of Holdings;
(c) the incurrence of any indebtedness for borrowed
money;
(d) the appointment, election, termination or removal of
any officer or director of Holdings;
(e) the declaration or payment of any dividend or other
distribution to the stockholders of Holdings;
(f) (i) entering into any transaction of merger,
consolidation or amalgamation, or liquidation, winding up or dissolution, (ii)
the conveyance, sale, lease, transfer or other disposition of, in a
transaction or related series of transactions, substantially all of Holdings'
or any of its subsidiaries' property, business or assets, (iii) acquisition by
purchase or otherwise of all of the capital stock or other evidences of
beneficial ownership of Holdings or any of its subsidiaries, or (iv) any
recapitalization or similar restructuring transaction;
(g) the acquisition, directly or indirectly, of a
significant amount of assets other than in the ordinary course of business;
(h) the sale or disposition of, directly or indirectly, a
significant amount of assets other than in the ordinary course of business;
(i) adoption of any stock option plan for employees or
any material changes in any such stock option plan or any other executive
compensation plan of Holdings or any of its subsidiaries;
(j) any change in the annual compensation of any officer
of Holdings;
(k) any other extraordinary transaction, including any
transaction that changes or would change the nature of the business of
Holdings or its subsidiaries; and
(l) any other proposal to be voted on or consented to by
stockholders of Holdings;
11. REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS.
--------------------------------------------------
Each Stockholder hereby represents and warrants to the Voting Trustee
as follows:
<PAGE>
CUSIP No. 913431-10-2 13D Page 107 of 130 Pages
(a) Authority Relative to This Agreement. Such Stockholder has
------------------------------------
all requisite power and authority to enter into this Agreement and to perform
its obligations hereunder. This Agreement has been duly authorized, executed
and delivered by such Stockholder and, assuming this Agreement constitutes a
valid and binding obligation of the other parties hereto, constitutes a legal,
valid and binding obligation of such Stockholder, enforceable against such
Stockholder in accordance with its terms, except to the extent that the
enforceability thereof may be limited by: (i) applicable bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium or similar laws
from time to time in effect affecting generally the enforcement of creditors'
rights and remedies; and (ii) general principles of equity, including, without
limitation, principles of reasonableness, good faith and fair dealing
(regardless of whether enforcement is sought in equity or at law).
(b) No Conflict. (i) The execution and delivery of this
-----------
Agreement by such Stockholder and performance of its obligations hereunder do
not (A) conflict with or violate any laws applicable to such Stockholder or by
which the Shares held by such Stockholder are bound or affected or (B) result
in any breach of or constitute a default (or an event that with notice or
lapse of time or both would become a default) under, or give to others any
rights of termination, amendment, acceleration or cancellation of, or result
in the creation of a lien or encumbrance on any of the Shares held by such
Stockholder pursuant to, any note, bond, mortgage, indenture, contract, lease,
license, permit, franchise or other instrument or obligation to which such
Stockholder is a party or by which such Stockholder or the Shares held by such
Stockholder are bound or affected.
(ii) The execution and delivery of this Agreement by such
Stockholder do not, and the performance of this Agreement by such Stockholder
will not, require any consent, authorization or approval or other action by,
or notice to or filing with, any governmental authority or other person.
(c) Title to the Shares. As of the date hereof, each
-------------------
Stockholder is the record and beneficial owner of the number of shares of
Common Stock and the number of shares of Preferred Stock as set forth opposite
such Stockholder's name on Exhibit B hereto free and clear of all security
---------
interests, liens, claims, pledges, options, rights of first refusal,
contracts, limitations on such Stockholder's voting rights, charges and other
encumbrances of any nature whatsoever. Except as provided in this Agreement,
such Stockholder has not appointed or granted (and will not, after the date
hereof, appoint or grant) any proxy, which appointment or grant is still
effective, with respect to the shares set forth opposite such Stockholder's
name on Exhibit B hereto.
---------
<PAGE>
CUSIP No. 913431-10-2 13D Page 108 of 130 Pages
12. TERMINATION OF THIS AGREEMENT.
-----------------------------
(a) Term. Unless terminated sooner pursuant to Section 12(b)
----
hereof, this Agreement shall continue in effect for the maximum period
permitted by applicable law as in effect on the date hereof.
(b) Termination. This Agreement shall terminate with respect to
-----------
any Shares of Holdings sold, transferred or disposed of by any Stockholder as
provided in and subject to compliance with the terms and conditions of the
Stockholders Agreement.
(c) Irrevocable. Subject to the foregoing Section 12 (b), during
-----------
the term of this Agreement the Trust hereby created shall be irrevocable and no
Shares of Holdings held by the Voting Trustee pursuant to the terms of this
Agreement shall be transferred to or upon the order of the holder of a Voting
Trust Certificate evidencing the beneficial ownership thereof prior to the
termination of this Agreement.
13. DELIVERY OF STOCK CERTIFICATES UPON TERMINATION OF THIS AGREEMENT.
-----------------------------------------------------------------
(a) Stock Certificates. Upon termination of this Agreement, the
------------------
Voting Trustee, in exchange for and upon surrender of any Voting Trust
Certificates then outstanding, shall, in accordance with the terms hereof,
deliver certificates for capital stock of Holdings of the series or class and
in the amount called for by such Voting Trust Certificate and either registered
in the name of the holder thereof or duly endorsed in blank or accompanied by
proper instruments of assignment and transfer thereof duly executed in blank to
the holder thereof, and the Voting Trustee may require the holder of such
Voting Trust Certificate to surrender the same for such exchange.
(b) Obligations of Trustee. After any termination of this
----------------------
Agreement as above provided with respect to all Shares, and delivery by the
Voting Trustee of any stock or other property then held hereunder in exchange
for outstanding Voting Trust Certificates as provided in this Section 13, all
further obligations or duties of the Voting Trustee under this Agreement or any
provision hereof shall cease.
14. RESIGNATION; SUCCESSOR TRUSTEE.
------------------------------
The Voting Trustee may resign at any time by providing Holdings and
each Stockholder with written notice to such effect 30 days prior to the
effective date of such resignation. If for any reason John K. Castle shall
<PAGE>
CUSIP No. 913431-10-2 13D Page 109 of 130 Pages
cease to serve as Voting Trustee hereunder, his immediate successor in such
capacity shall be Leonard M. Harlan; provided that (i) the person serving as
--------
Voting Trustee may at any time, and from time to time, replace or designate the
successor to such Voting Trustee and (ii) each such successor shall be an
officer of Castle Harlan, Inc. or an officer of Castle Harlan Partners III GP,
Inc. Each such successive designated person shall, upon assuming the duties
hereunder upon a vacancy occurring in the office of Voting Trustee, be the
Voting Trustee.
15. INTERESTS ALLOWED AS VOTING TRUSTEE.
-----------------------------------
The Voting Trustee may be a creditor or stockholder of Holdings and
may act as a director, officer or employee of, or consultant or advisor to,
Holdings and receive compensation therefor. In addition, the Voting Trustee
and any firm of which he may be a member, and any of his affiliates, may
contract with Holdings or have a pecuniary interest in any matter or
transaction to which Holdings may be a party, or in which Holdings may be in
any way concerned.
16. EFFECT OF AGREEMENT UPON REPRESENTATIVES, SUCCESSORS AND ASSIGNS.
----------------------------------------------------------------
This Agreement shall inure to the benefit of and be binding upon the
Voting Trustee and each Stockholder and their respective legal representatives,
successors and assigns.
17. MISCELLANEOUS.
-------------
(a) Deliver to Stockholders. The Voting Trustee shall deliver to
-----------------------
each Stockholder all information received by the Voting Trustee from Holdings
or from other stockholders of Holdings.
(b) Assignment; Binding Effect. Except as otherwise provided in
--------------------------
this Agreement, no right under this Agreement shall be assignable and any
attempted assignment in violation of this provision shall be void. This
Agreement, and the rights and obligations of the parties hereunder, shall be
binding upon and inure to the benefit of any and all successors, permitted
assigns, personal representatives and all other legal representatives, in
whatsoever capacity, by operation of law or otherwise, of the parties hereto,
in each case with the same force and effect as if the foregoing persons were
named herein as parties hereto..
(c) Notices. All notices to be given to the owners of Voting
-------
Trust Certificates shall be given by mailing the same in a sealed postpaid
<PAGE>
CUSIP No. 913431-10-2 13D Page 110 of 130 Pages
envelope to the registered owners of Voting Trust Certificates addressed to
their respective addresses as shown on the books of the Trust, and any notice
whatsoever when mailed by or on behalf of the Voting Trustee to such registered
owners of Voting Trust Certificates as herein provided shall have the same
effect as though personally served on all holders of Voting Trust Certificates.
All notices to be given to the Voting Trustee shall be given by serving a copy
thereof upon him personally or by mailing the same in a sealed postpaid
envelope addressed to him at his address set forth below or to such other
address as he shall from time to time in writing designate.
(c) Filing of Agreement. Until the termination of this
-------------------
Agreement, one original counterpart hereof shall be filed at each of (i) the
principal office of Holdings and (ii) the registered office of Holdings in the
State of Delaware, and each such counterpart shall be open to the inspection of
any holder of any Voting Trust Certificate or any stockholder of Holdings daily
during business hours.
(d) Amendment. If at any time it is deemed advisable for the
---------
parties hereto to amend or revoke this Agreement, it may be amended or revoked
by an agreement executed by the Voting Trustee, Holdings and the holder or
holders of all of the Voting Trust Certificates.
(e) Acknowledgment of Obligations. The Voting Trustee accepts
-----------------------------
the trust created hereby subject to all the terms and conditions herein
contained and agrees that he will exercise the powers and perform the duties of
Voting Trustee as set forth herein according to his best judgment.
(f) Applicable Law; Consent to Jurisdiction. This Agreement and
----------------------------------------
the validity and performance of the terms hereof shall be governed by and
construed in accordance with the laws of the State of New York without regard
to principles of conflicts of law or choice of law. The parties hereto hereby
agree that all actions or proceedings arising directly or indirectly from or in
connection with this Agreement shall be litigated only in the Supreme Court of
the State of New York or the United States District Court for the Southern
District of New York located in New York County, New York. To the extent
permitted by applicable law, the parties hereto consent to the jurisdiction and
venue of the foregoing courts and consent that any process or notice of motion
or other application to either of said courts or a judge thereof may be served
inside or outside the State of New York or the Southern District of New York by
registered mail, return receipt requested, directed to such party at its
address set forth in this Agreement (and service so made shall be deemed
complete five days after the same has been posted as aforesaid) or by personal
service or in such other manner as may be permissible under the rules of said
courts.
<PAGE>
CUSIP No. 913431-10-2 13D Page 111 of 130 Pages
(g) Entire Agreement; Amendments and Waivers. This Agreement
----------------------------------------
sets forth the entire understanding of the parties with respect to the subject
matter hereof. The failure of any party to seek redress for the violation of
or to insist upon the strict performance of any term of this Agreement shall
not constitute a waiver of such term and such party shall be entitled to
enforce such term without regard to such forbearance. This Agreement may be
amended only by the written consent of each party hereto, and each party
hereto may take any action herein prohibited or omit to take action herein
required to be performed by it, and any breach of or compliance with any
covenant, agreement, warranty or representation may be waived only by the
written waiver of the party against whom such action or inaction may
negatively affect, but, in any case, such consent or waiver shall only be
effective in the specific instance and for the specific purpose for which
given.
(h) Headings. The headings in this Agreement are for
--------
convenience of reference only and shall not limit or otherwise affect the
meaning of terms contained herein.
(i) Severability. If any term, provision, covenant or
------------
restriction of this Agreement, or any part thereof, is held by a court of
competent jurisdiction or any foreign federal, state, county or local
government or any other governmental, regulatory or administrative agency or
authority to be invalid, void, unenforceable or against public policy for any
reason, the remainder of the terms, provisions, covenants and restrictions of
this Agreement shall remain in full force and effect and shall in no way be
affected, impaired or invalidated.
(j) Counterparts. This Agreement may be executed in two or more
------------
counterparts, each of which shall be deemed an original, but all of which
shall constitute one and the same instrument, and it shall not be necessary in
making proof of this Agreement to produce or account for more than one such
counterpart.
(k) Specific Performance. Each of the parties hereto
--------------------
acknowledges and agrees that in the event of any breach of this Agreement, the
non-breaching party would be irreparably harmed and could not be made whole by
monetary damages. It is accordingly agreed that the parties hereto shall and
do hereby waive the defense in any action for specific performance that a
remedy at law would be adequate and that the parties hereto, in addition to
any other remedy to which they may be entitled at law or in equity, shall be
entitled to compel specific performance of this Agreement in any action
instituted in the Supreme Court of the State of New York or the United States
District Court for the Southern District of New York, or, in the event such
courts shall not have jurisdiction of such action, in any court of the United
States or any state thereof having subject matter jurisdiction of such action.
<PAGE>
CUSIP No. 913431-10-2 13D Page 112 of 130 Pages
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first above written.
UNIVERSAL COMPRESSION HOLDINGS,
VOTING TRUSTEE: INC.
By: ------------------------------
--------------------------------- Name:
John K. Castle Title:
c/o Castle Harlan, Inc.
37th Floor
150 East 58th Street
New York, New York 10155
STOCKHOLDERS
--------------------------------
JOHN PETER LABORDE
--------------------------------
JOHN TRACY LABORDE
--------------------------------
CLIFFE FLOYD LABORDE
--------------------------------
GARY LEE LABORDE
--------------------------------
JOHN PETER LABORDE, JR.
--------------------------------
MARY ADRIENNE LABORDE PARSONS
<PAGE>
CUSIP No. 913431-10-2 13D Page 113 of 130 Pages
EXHIBIT A
THIS VOTING TRUST CERTIFICATE HAS BEEN ISSUED WITHOUT REGISTRATION
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND NO INTEREST THEREIN MAY BE
TRANSFERRED EXCEPT IN COMPLIANCE, ESTABLISHED TO SATISFACTION OF THE ISSUER,
WITH SAID ACT AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER BY THE
SECURITIES AND EXCHANGE COMMISSION.
THIS VOTING TRUST CERTIFICATE AND THE SECURITIES REPRESENTED HEREBY
ARE SUBJECT TO RESTRICTIONS ON TRANSFER PURSUANT TO A STOCKHOLDERS AGREEMENT ON
FILE WITH HOLDINGS.
VOTING TRUST CERTIFICATE
UNIVERSAL COMPRESSION HOLDINGS, INC.
No. V-
-----------------------
Class: Common Stock
Shares: ---------------
Class: Preferred Stock
Shares: ---------------
This certificate is evidence that --------------- has deposited (i)
shares of Common Stock, $0.01 par value per share, of Universal
--------
Compression Holdings, Inc., a Delaware corporation (the "Company"), and (ii)
shares of Preferred Stock, no par value per share, of Holdings, with the
----
Voting Trustee hereinafter named in accordance with the terms of the Voting
Trust Agreement (the "Agreement") dated as of , 1998 among Holdings,
------ --
each of the Stockholders listed on the signature pages thereof and the person
whose name appears below as Voting Trustee (the "Trustee").
This certificate and the interest represented hereby is transferable
on the books of the Trust only in accordance with the terms of the Agreement
and any holder of this Certificate takes the same subject to all of the terms
and conditions of such Agreement.
IN WITNESS WHEREOF, the Trustee has signed this certificate as of the
day of , 1998.
---- ------- --
VOTING TRUSTEE
-------------------------------------
John K. Castle
<PAGE>
CUSIP No. 913431-10-2 13D Page 114 of 130 Pages
EXHIBIT B
---------
<TABLE>
<S> <C> <C>
Number of Shares of Number of Shares of
Stockholder Common Stock Owned Preferred Stock Owned
----------- ------------------ ---------------------
John Peter Laborde 2,000 8,000
John Tracy Laborde 400 1,600
Cliffe Floyd Laborde 400 1,600
Gary Lee Laborde 400 1,600
John Peter Laborde, Jr. 400 1,600
Mary Adrienne Laborde Parsons 400 1,600
</TABLE>
<PAGE>
CUSIP No. 913431-10-2 13D Page 115 of 130 Pages
EXHIBIT 3
VOTING AGREEMENT, dated as of February 20, 1998 (the "Agreement"),
by and among Universal Compression Holdings, Inc. ("Holdings"), Castle Harlan
Partners III, L.P., a Delaware limited partnership ("CHPIII," and together
with related accounts or funds managed by Castle Harlan, Inc. ("CHI") or an
Affiliate of CHI, referred to herein collectively as "CHP"), and the
undersigned (collectively, the "Co-Investors").
WHEREAS, Holdings and the Co-Investors are parties to a Stock
Purchase Agreement, dated as of the date hereof (the "Purchase Agreement"),
whereby the Co-Investors purchased from Holdings and Holdings issued and sold
to the Co-Investors (i) the number of shares of Common Stock, par value $.01
per share ("Common Stock") of Holdings and (ii) the number of shares of Series
A Preferred Stock, par value $.01 per share ("Preferred Stock") of Holdings
set forth opposite the name of each Co-Investor on Annex I.
-------
WHEREAS, in connection with such purchase, CHPIII, Holdings and the
Co-Investors hereby wish to set forth their understanding with respect to the
manner in which each Co-Investor will exercise its voting rights as a
stockholder of Holdings in matters requiring the vote of the stockholders of
Holdings.
NOW, THEREFORE, the parties hereto agree as follows:
1. Definitions.
-----------
"Affiliate" shall, as to Holdings or any other specified
---------
Person, mean (i) any Person directly or indirectly controlling, controlled by
or under direct or indirect common control with Holdings (or other specified
Person), and (ii) any Person, directly or indirectly, having Beneficial
Ownership of at least 10% of any class of outstanding capital stock or other
evidence of Beneficial Ownership in Holdings or such other Person; provided,
however, that no holder of
-------- -------
Holdings Securities shall by reason of such holding be an Affiliate of
Holdings or any of its Subsidiaries for purposes of this Agreement, and (iii)
any employee of CHI or Affiliates of CHI.
"Beneficial Ownership" shall be interpreted herein to have the
--------------------
same meaning as set forth in Section 13(d) of the Exchange Act.
"Change in Control" shall mean any of the following: (i) a
-----------------
majority of Holdings' board of directors shall be comprised of Persons other
than designees of the entities or persons constituted within CHP or Affiliates
<PAGE>
CUSIP No. 913431-10-2 13D Page 116 of 130 Pages
of CHP and of CHP's Affiliates; (ii) CHP and the Affiliates of CHP shall cease
to have Beneficial Ownership, directly or indirectly, of equity securities of
Holdings representing at least 30% (until Holdings' initial public offering of
Common Stock has been consummated or, if no Change in Control has occurred
prior thereto, 15% thereafter, in each case) of the total combined ordinary
voting power of all equity securities of Holdings; (iii) the sole general
partner of CHPIII shall be neither Castle Harlan Partners III GP, Inc. or an
entity controlling, controlled by or under common control with Castle Harlan
Partners III GP, Inc.; or (iv) all or substantially all the assets of
Universal Compression, Inc. and its Subsidiaries are directly or through
transfer of equity interests transferred or otherwise disposed of in one or a
series of related transactions to an entity in which CHP and its Affiliates
fail to own the foregoing percentages, as appropriate, and after which
Holdings ceases to own directly or indirectly substantially all equity
interests of each entity acquiring such assets.
"CHP" shall have the meaning set forth in the first paragraph
---
hereof.
"CHPIII" shall have the meaning set forth in the first
------
paragraph hereof.
"CHI" shall have the meaning set forth in the first paragraph
---
hereof.
"Common Stock" shall have the meaning set forth in the recital
------------
hereto.
"Exchange Act" shall mean the Securities Exchange Act of 1934,
------------
as amended, and all rules and regulations promulgated thereunder.
"Extraordinary Event" shall have the meaning set forth in
-------------------
Section 2.
"Holdings" shall have the meaning set forth in the first
--------
paragraph hereof.
"Holdings Securities" shall mean the Common Stock and the
-------------------
Preferred Stock as collectively referred to herein.
"Preferred Stock" shall have the meaning set forth in the
---------------
recital hereto.
<PAGE>
CUSIP No. 913431-10-2 13D Page 117 of 130 Pages
"Securities Act" shall mean the Securities Act of 1933, as
--------------
amended, and all rules and regulations promulgated thereunder.
"Subsidiary" shall mean any Person of which Holdings or other
----------
specified Person now or hereafter shall at the time own directly or indirectly
at least a majority of the outstanding capital stock (or other evidence of
Beneficial Ownership) entitled to vote generally or at least a majority of the
partnership, joint venture or similar interest, or in which Holdings or other
specified Person is a general partner or joint venturer without limited
liability.
2. Agreement to Vote Shares. From and after the date of
------------------------
this Agreement until the occurrence of a Change in Control, in the event that
there shall be presented for a vote by the holders of Holdings Securities at
any regular or special meeting of the stockholders of Holdings, or in any
written consent executed by holders of Holdings Securities in lieu of such a
meeting of stockholders, any matter, proposition or proposal relating to any
of:
(a) (i) an increase or decrease in the authorized
capital of Holdings, (ii) the creation or authorization of any class of
capital stock of Holdings, (iii) the issuance or sale of any shares of capital
stock or rights to acquire capital stock of Holdings or any subsidiary of
Holdings (by conversion, exercise of a warrant or option or otherwise);
(b) any amendment of the certificate of incorporation or
by-laws of Holdings;
(c) the incurrence of any indebtedness for borrowed
money;
(d) the appointment, election, termination or removal of
any officer or director of Holdings;
(e) the declaration or payment of any dividend or other
distribution to the stockholders of Holdings;
(f) (i) entering into any transaction of merger,
consolidation or amalgamation, or liquidation, winding up or dissolution, (ii)
the conveyance, sale, lease, transfer or other disposition of, in a
transaction or related series of transactions, substantially all of Holdings'
or any of its Subsidiaries' property, business or assets, (iii) acquisition by
purchase or otherwise of all of the capital stock or other evidences of
Beneficial Ownership of Holdings or any of its Subsidiaries, or (iv) any
recapitalization or similar restructuring transaction;
(g) the acquisition, directly or indirectly, of a
significant amount of assets other than in the ordinary course of business;
<PAGE>
CUSIP No. 913431-10-2 13D Page 118 of 130 Pages
(h) the sale or disposition of, directly or indirectly, a
significant amount of assets other than in the ordinary course of business;
(i) adoption of any stock option plan for employees or
any material changes in any such stock option plan or any other executive
compensation plan of Holdings or any of its Subsidiaries;
(j) any change in the annual compensation of any officer
of Holdings;
(k) any other extraordinary transaction, including any
transaction that changes or would change the nature of the business of
Holdings or its Subsidiaries; and
(l) any other proposal to be voted on or consented to by
stockholders of Holdings;
each Co-Investor agrees (and, as a condition to its transfer of any Holdings
Securities to a Person not otherwise a party to this Agreement or to the
Voting Trust Agreement, dated the date hereof, by and among Holdings, John K.
Castle, as voting trustee, and certain of the stockholders of Holdings, shall
cause such transferee to agree) to vote and execute written consents for all
shares of Holdings Securities which it is or becomes entitled to vote in the
same proportion for and against such matter, proposition or proposal as CHPIII
shall vote, or execute written consents with respect to, its shares of
Holdings Securities with respect to such matter, proposition or proposal.
3. Further Action. Each party hereto agrees to execute
--------------
and deliver any instrument and take any action that may reasonably be
requested by any other party for the purpose of effectuating the provisions of
this Agreement.
4. Miscellaneous Provisions.
------------------------
(a) Assignment; Binding Effect. Except as
--------------------------
otherwise provided in this Agreement (and except for any transfer by Mellon
Bank, N.A. as trustee for the Bell Atlantic Master Trust to any successor
trustee or nominee for, or successor by reorganization of, such Trust), no
right under this Agreement shall be assignable and any attempted assignment in
violation of this provision shall be void. This Agreement, and the rights and
obligations of the parties hereunder, shall be binding upon and inure to the
benefit of any and all successors, permitted assigns, personal representatives
and all other legal representatives, in whatsoever capacity, by operation of
law or otherwise, of the parties hereto, in each case with the same force and
effect as if the foregoing persons were named herein as parties hereto.
<PAGE>
CUSIP No. 913431-10-2 13D Page 119 of 130 Pages
(b) Notices. Any notice or other communication
-------
required or which may be given hereunder shall be in writing and shall be
delivered personally, telecopied with confirmed receipt, sent by certified,
registered, or express mail, postage prepaid, or sent by a national next-day
delivery service to the parties at the following addresses or at such other
addresses as shall be specified by the parties by like notice, and shall be
deemed given when so delivered personally or telecopied, or if mailed, 2 days
after the date of mailing, or, if by national next-day delivery service, on
the day after delivery to such service as follows:
(i) If to Holdings, to it at the following address:
Castle Harlan, Inc.
150 E. 58th Street
New York, NY 10155
Attention: Jeffrey M. Siegal
(ii) If to CHPIII or the other entities or persons
constituted within CHP, to any of them at the following
address:
Castle Harlan Partners III, L.P.
150 E. 58th Street
New York, NY 10155
Attention: Jeffrey M. Siegal
with a copy to:
Schulte Roth & Zabel LLP
900 Third Avenue
New York, NY 10022
Attention: Andre Weiss, Esq.
(iii) If to the Co-Investors, to them at their
respective addresses set forth next to their names on
Annex II hereto;
--------
or at such other address or addresses as either party hereto shall have
specified by notice in writing to the other party (provided, that such
--------
notice of change of address shall be deemed to have been duly given only when
actually received).
(c) Applicable Law; Consent to Jurisdiction. This
----------------------------------------
Agreement and the validity and performance of the terms hereof shall be
governed by and construed in accordance with the laws of the State of New York
without regard to principles of conflicts of law or choice of law. The parties
<PAGE>
CUSIP No. 913431-10-2 13D Page 120 of 130 Pages
hereto hereby agree that all actions or proceedings arising directly or
indirectly from or in connection with this Agreement shall be litigated only in
the Supreme Court of the State of New York or the United States District Court
for the Southern District of New York located in New York County, New York. To
the extent permitted by applicable law, the parties hereto consent to the
jurisdiction and venue of the foregoing courts and consent that any process or
notice of motion or other application to either of said courts or a judge
thereof may be served inside or outside the State of New York or the Southern
District of New York by registered mail, return receipt requested, directed to
such party at its address set forth in this Agreement (and service so made
shall be deemed complete five days after the same has been posted as aforesaid)
or by personal service or in such other manner as may be permissible under the
rules of said courts.
(d) Entire Agreement; Amendments and Waivers. This
----------------------------------------
Agreement sets forth the entire understanding of the parties with respect to
the subject matter hereof. The failure of any party to seek redress for the
violation of or to insist upon the strict performance of any term of this
Agreement shall not constitute a waiver of such term and such party shall be
entitled to enforce such term without regard to such forbearance. This
Agreement may be amended only by the written consent of Holdings, CHPIII, and
the Co-Investors holding a majority of Holdings Securities (excluding Holdings
Securities held by CHPIII or any entity constituted within CHP), and each
party hereto may take any action herein prohibited or omit to take action
herein required to be performed by it, and any breach of or compliance with
any covenant, agreement, warranty or representation may be waived only by the
written waiver of the party against whom such action or inaction may
negatively affect, but, in any case, such consent or waiver shall only be
effective in the specific instance and for the specific purpose for which
given.
(e) Headings. The headings in this Agreement are
--------
for convenience of reference only and shall not limit or otherwise affect the
meaning of terms contained herein.
(f) Severability. If any term, provision, covenant
------------
or restriction of this Agreement, or any part thereof, is held by a court of
competent jurisdiction or any foreign federal, state, county or local
government or any other governmental, regulatory or administrative agency or
authority to be invalid, void, unenforceable or against public policy for any
reason, the remainder of the terms, provisions, covenants and restrictions of
this Agreement shall remain in full force and effect and shall in no way be
affected, impaired or invalidated.
<PAGE>
CUSIP No. 913431-10-2 13D Page 121 of 130 Pages
(g) Counterparts. This Agreement may be executed
------------
in two or more counterparts, each of which shall be deemed an original, but
all of which shall constitute one and the same instrument, and it shall not be
necessary in making proof of this Agreement to produce or account for more
than one such counterpart.
(h) Specific Performance. Each of the parties
--------------------
hereto acknowledges and agrees that in the event of any breach of this
Agreement, the non-breaching party would be irreparably harmed and could not
be made whole by monetary damages. It is accordingly agreed that the parties
hereto shall and do hereby waive the defense in any action for specific
performance that a remedy at law would be adequate and that the parties
hereto, in addition to any other remedy to which they may be entitled at law
or in equity, shall be entitled to compel specific performance of this
Agreement in any action instituted in the Supreme Court of the State of New
York or the United States District Court for the Southern District of New
York, or, in the event such courts shall not have jurisdiction of such action,
in any court of the United States or any state thereof having subject matter
jurisdiction of such action.
(i) Survival of Covenants. All covenants,
---------------------
agreements, representations and warranties made herein or in any other
document referred to herein or delivered to a party pursuant hereto or in
connection herewith shall survive the execution and delivery to such party of
this Agreement and the Holdings Securities.
(j) Legends. All certificates evidencing Common
-------
Stock and Preferred Stock held by the Co-Investors shall bear a legend to the
effect that the holders thereof are subject to the voting obligations as set
forth in this Agreement.
<PAGE>
CUSIP No. 913431-10-2 13D Page 122 of 130 Pages
IN WITNESS WHEREOF, the undersigned have executed this Agreement as
of the date first set forth above.
CASTLE HARLAN PARTNERS III, L.P.
BY: CASTLE HARLAN INC.,
its Investment Manager
By: ------------------------
Name:
Title:
UNIVERSAL COMPRESSION
HOLDINGS, INC.
By: ------------------------
Name:
Title:
CO-INVESTORS
------------
MELLON BANK, N.A., AS TRUSTEE
FOR THE BELL ATLANTIC MASTER
TRUST, AS DIRECTED BY BELL
ATLANTIC CORPORATION
By: ------------------------
Name:
Title:
FIRST UNION CAPITAL PARTNERS,
INC.
By: ------------------------
Name:
Title:
BT CAPITAL PARTNERS, INC.
By: ------------------------
Name:
Title:
<PAGE>
CUSIP No. 913431-10-2 13D Page 123 of 130 Pages
WILMINGTON TRUST, AS TRUSTEE OF
DU PONT PENSION TRUST
By: ------------------------
Name:
Title:
BROWN UNIVERSITY THIRD
CENTURY FUND
By: ------------------------
Name:
Title:
<PAGE>
CUSIP No. 913431-10-2 13D Page 124 of 130 Pages
ANNEX I
-------
<TABLE>
Co-Investor Number of Shares Purchase Price
----------- ---------------- --------------
<S> <C> <C> <C> <C>
Common Preferred Common Preferred
Stock Stock Stock Stock
----- ----- ----- -----
Mellon Bank, N.A., 32,000 128,000 $1,600,000 $6,400,000
as Trustee for the
Bell Atlantic Master
Trust
First Union Capital 32,000 128,000 $1,600,000 $6,400,000
Partners, Inc.
BT Capital Partners, 32,000 128,000 $1,600,000 $6,400,000
Inc.
Wilmington Trust, as 32,000 128,000 $1,600,000 $6,400,000
Trustee for Du Pont
Pension Trust
Brown University Third 2,000 8,000 $100,000 $400,000
Century Fund
</TABLE>
<PAGE>
CUSIP No. 913431-10-2 13D Page 125 of 130 Pages
ANNEX II
--------
Co-Investor Address
---------- -------
Mellon Bank, N.A., as Trustee for One Mellon Bank Center
the Bell Atlantic Master Trust Room 3346
Pittsburgh, PA 15258-0001
Attention: Robert F. Sass
with a copy to:
Bell Atlantic Management Company
200 Park Avenue
New York, NY 10166
Attention: A. Jay Baldwin,
Conrad A. Francis and Bruce
Francese, Esq.
Ropes & Gray
One International Place
Boston, MA 02110
Attention: Arthur G. Siler, Esq.
First Union Capital Partners, Inc. One First Union Center
301 South College Street
Charlotte, NC 28288
Attention: James C. Cook
BT Capital Partners, Inc. Mail Stop 2255
130 Liberty Street
New York, NY 10006
Attention: Gregory Chiate
Wilmington Trust, as Trustee for Du Pont Pension Fund Investments
the Du Pont Pension Trust Delaware Corporate Center
1 Righter Parkway
Wilmington, DE 19803
Attention: John Wolak
Brown University Third Century Fund 164 Angell Street
Box C
Providence, RI 02912
Attention: James Kilpatrick
<PAGE>
CUSIP No. 913431-10-2 13D Page 126 of 130 Pages
EXHIBIT 4
FIRST AMENDMENT TO VOTING AGREEMENT
This FIRST AMENDMENT TO VOTING AGREEMENT (this "Amendment"), dated
as of May 19, 2000, amending that certain Voting Agreement, dated as of
February 20, 1998 (the "Voting Agreement"), is made and entered into by and
among Universal Compression Holdings, Inc., a Delaware corporation
("Holdings"), Castle Harlan Partners III, L.P., a Delaware limited partnership
("CHP III"), and the undersigned (collectively, the "Co-Investors").
Capitalized terms used herein but not defined shall have the meanings set
forth in the Voting Agreement.
Recitals:
---------
WHEREAS, Holdings desires to offer shares of its common stock, par
value $.01 per share (the "Common Stock"), to the public in an initial public
offering (the "Offering") and, in connection with the Offering, the Company
desires to effect a recapitalization of its capital stock (the
"Recapitalization"); and
WHEREAS, Holdings, CHP III and the Co-Investors entered into that
certain Voting Agreement; and
WHEREAS, in connection with the Recapitalization, Holdings, CHP
III and the Co-Investors desire to amend the Voting Agreement upon the terms
and subject to the conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual agreements and
covenants contained herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the undersigned
hereby agree as follows:
1. The definition of "Holdings Securities" in Section 1 of the
Voting Agreement is amended hereby by deleting the definition in its entirety
and substituting therefor the following:
"Holdings Securities" shall mean the Common Stock and
-------------------
the Preferred Stock as collectively referred to herein
and any and all securities of Holdings that may be issued
in respect of, in exchange for or in the substitution
of any shares of Common Stock or Preferred Stock."
2. Effective as of the date of consummation of the Offering,
the definition of "Change in Control" in Section 1 of the Voting Agreement is
amended hereby by deleting the definition in its entirety and substituting
therefor the following:
<PAGE>
CUSIP No. 913431-10-2 13D Page 127 of 130 Pages
"Change in Control" shall mean any of the following:
----------------- (i) (a) CHP and the Affiliates of CHP shall
cease to have the Beneficial Ownership, directly or indirectly,
of equity securities of Holdings representing at least 30%
(until Holdings' initial public offering of Common Stock has been
consummated or, if no Change in Control has occurred prior
thereto, 15% thereafter, in each case) of the total combined
ordinary voting power of all equity securities of Holdings and
(b) CHP and the Affiliates of CHP shall cease to own of record
directly or through their partners or members equity securities of
Holdings representing at least 10% of the total combined ordinary
voting power of all equity securities of Holdings; (ii) the sole
general partner of CHPIII shall be neither Castle Harlan
Partners III GP, Inc. or an entity controlling, controlled by or
under common control with Castle Harlan Partners III GP, Inc.; or
(iii) all or substantially all the assets of Universal
Compression, Inc. and its subsidiaries are directly or through
transfer of equity interests transferred or otherwise disposed of
in one or a series of related transactions to an entity in which
CHP and its Affiliates fail to own the foregoing percentages, as
appropriate, and after which Holdings ceases to own directly of
indirectly substantially all equity interests of each entity
acquiring such assets."
3. Section 2 of the Voting Agreement is amended hereby
(i) by deleting the introduction to Section 2 up to clause
(a) and substituting therefor the following:
"From and after the date of this Agreement until the first to
occur of a Change in Control or the expiration of three years
following the end of the period following the consummation of an
initial public offering of Common Stock during which the
Co-Investors are restricted by agreement from selling their
Holdings Securities, in the event that there shall be presented
for a vote by the holders of Holdings Securities at any regular or
special meeting of the stockholders of Holdings, or in any written
consent executed by holders of Holdings Securities in lieu of such
a meeting of stockholders, any matter, proposition or proposal
related to any of:"
(ii) by deleting the parenthetical in the text thereof
following clause (l); and
(iii) by adding to Section 2 the following:
"As a condition to the transfer by a Co-Investor of any Holdings
Securities to a Person not otherwise a party to this Agreement, or
to a Voting Trust Agreement, which CHP or an Affiliate of CHP acts
<PAGE>
CUSIP No. 913431-10-2 13D Page 128 of 130 Pages
as the voting trustee of Holdings Securities, such Co-Investor
agrees to cause the transferee thereof to agree to be bound by
this Agreement unless, in each case, following consummation of an
initial public offering of Common Stock any of the following is
applicable: (x) such transfer does not exceed, together with all
other transfers of Holdings Securities (but excluding transfers
pursuant to clause (y) below) for the account of such Co-Investor
within the preceding three months, one percent of the issued and
outstanding shares of Holding Securities as set forth in the most
recent Form 10-K or Form 10-Q (or such successor forms thereto)
filed by Holdings with the Securities and Exchange Commission or
(y) such transfer is pursuant to a Demand Registration or
Piggyback Registration as such terms are defined in
Sections 1.1(a) and 1.2(a), respectively, of the Registration
Rights Agreement, dated as of February 20, 1998, by and among
Holdings, CHPIII, each other person or entity signatory thereto and
each of the other Persons who becomes a party to such agreement
after the date thereof."
[Signature Pages Follow]
<PAGE>
CUSIP No. 913431-10-2 13D Page 129 of 130 Pages
IN WITNESS WHEREOF, the undersigned have executed this Amendment
as of the date first set forth above.
CASTLE HARLAN PARTNERS III, L.P.
By: CASTLE HARLAN, INC.
its Investment Manager
By:
-------------------------------------
Name:
------------------------------------
Title:
------------------------------------
UNIVERSAL COMPRESSION HOLDINGS, INC
By:
--------------------------------------
Name:
------------------------------------
Title:
------------------------------------
<PAGE>
CUSIP No. 913431-10-2 13D Page 130 of 130 Pages
CO-INVESTORS
MELLON BANK, N.A., AS TRUSTEE FOR THE BELL ATLANTIC MASTER TRUST, AS DIRECTED
BY BELL ATLANTIC CORPORATION, solely in its capacity as Trustee and not in its
ndividual capacity
By:
-------------------------------------
Name:
-------------------------------------
Title:
-------------------------------------
FIRST UNION CAPITAL PARTNERS, INC.
By:
-------------------------------------
Name:
-------------------------------------
Title:
-------------------------------------
BT CAPITAL PARTNERS, INC.
By:
-------------------------------------
Name:
-------------------------------------
Title:
-------------------------------------
WILMINGTON TRUST, AS TRUSTEE OF
DU PONT PENSION TRUST
By:
-------------------------------------
Name:
-------------------------------------
Title:
-------------------------------------
BROWN UNIVERSITY THIRD CENTURY FUND
By:
-------------------------------------
Name:
-------------------------------------
Title:
-------------------------------------
