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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 20, 2001
UNIVERSAL COMPRESSION HOLDINGS, INC.
UNIVERSAL COMPRESSION, INC.
(Exact names of registrants as specified in their charters)
DELAWARE 001-15843 13-3989167
TEXAS 333-48279 74-1282680
(States or other (IRS Employer
jurisdictions of (Commission File Identification
incorporation) Numbers) Nos.)
4440 BRITTMOORE ROAD, HOUSTON, TEXAS 77041
(Address of principal executive offices) (Zip Code)
(713) 335-7000
(Registrants' telephone number, including area code)
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Item 5. Other Events
Filing of a Registration Statement on Form S-4. In connection with our
financing arrangements entered into concurrently with our acquisition of
Weatherford Global Compression Services, L.P. and certain related entities
("Weatherford Global") in February 2001, Universal Compression Holdings, Inc., a
Delaware corporation ("UCH"), entered into a Registration Rights Agreement dated
as of February 9, 2001 by and among BRL Universal Equipment 2001 A, L.P., BRL
Universal Equipment Corp. (collectively, the "Issuers"), UCH, Universal
Compression, Inc. ("UCI"), Deutsche Banc Alex. Brown Inc., First Union
Securities, Inc., Goldman Sachs & Co., Banc One Capital Markets, Inc. and Scotia
Capital (USA), Inc. Pursuant to the terms of the Registration Rights Agreement,
on March 20, 2001, the Issuers, UCH and UCI filed a Registration Statement on
Form S-4 with the Securities and Exchange Commission (the "SEC") with respect to
the registration of the issuance by the Issuers' of their new 8 7/8% senior
secured notes due 2008 (the "New Notes") and our related lease and guarantee
obligations. The New Notes will be issued in exchange for up to all of the
Issuers' existing 8 7/8% senior secured notes, $350,000,000 aggregate principal
amount outstanding (the "Old Notes"), which were issued in a private placement
transaction pursuant to Rule 144A under the Securities Act. The terms of the New
Notes to be issued in the exchange are substantially identical to the terms of
the Old Notes, except that the New Notes do not restrict transfer and will be
issued free of any covenants regarding exchange and registration rights.
The Registration Statement includes, among other things, certain
updated unaudited pro forma combined condensed financial information in
connection with the Weatherford Global acquisition and related financing
transactions, and updated business information for December 31, 2000. The
unaudited pro forma combined condensed financial information should be read in
conjunction with the historical financial statements and accompanying
disclosures included in the Registration Statement, as well as our other filings
with the SEC. The Registration Statement is incorporated herein by reference.
The Registration Statement has not yet become effective. The New Notes
may not be sold nor may offers to buy be accepted prior to the time the
Registration Statement becomes effective. This Current Report on Form 8-K shall
not constitute an offer to sell or the solicitation of an offer to buy, nor
shall there be any sale of the New Notes in any state in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state.
Statements about our outlook and all other statements in this release
other than historical facts are forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. These forward-looking
statements rely on a number of assumptions concerning future events and are
subject to a number of uncertainties and factors, many of which are beyond our
control, that could cause our actual results to differ materially from such
statements. While we believe that the assumptions concerning future events are
reasonable, there are inherent difficulties in predicting certain important
factors that could impact our future performance. Such risks and uncertainties
include, but are not limited to, (1) failure to consummate acquisitions or
integrate acquired businesses (including Weatherford Global and IEW Compression,
Inc.) and businesses that we may acquire in the future, (2) conditions in the
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oil and gas industry, including the demand for natural gas as well as impacts
from the price of natural gas and oil, (3) competition among the various
providers of contract compression services, (4) changes in safety and
environmental regulations pertaining to the production and transportation of
natural gas, (5) changes in economic or political conditions in the markets in
which we operate, (6) introduction of competing technologies by other companies,
(7) the ability to retain and grow our customer base, (8) employment workforce
factors, including loss of key employees, and (9) liability claims related to
the use of the products and services. These factors, when applicable, are
discussed in our filings with the Securities and Exchange Commission, copies of
which are available to the public. We disclaims any intention or obligation to
revise any forward-looking statements, whether as a result of new information,
future events, or otherwise.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
Exhibit No. Description
4.1 Indenture, dated as of February 9, 2001, between BRL
Universal Compression Funding I, L.P., Issuer, and Wells
Fargo Bank Minnesota, National Association, Indenture
Trustee, with respect to the ABS operating lease facility
(incorporated by reference to Exhibit 4.10 to Universal
Compression Holdings, Inc.'s Registration Statement on Form
S-4 dated March 20, 2001).
4.2 Series 2001-1 Supplement, dated as of February 9, 2001, to
Indenture dated as of February 9, 2001, between BRL
Universal Compression Funding I, L.P., Issuer, and Wells
Fargo Bank Minnesota, National Association, Indenture
Trustee, with respect to the ABS operating lease facility,
including the Form of Note as an exhibit thereto
(incorporated by reference to Exhibit 4.11 to Universal
Compression Holdings, Inc.'s Registration Statement on Form
S-4 dated March 20, 2001).
10.1 Equipment Lease Agreement with respect to the senior
secured notes operating lease facility, dated as of
February 9, 2001, between BRL Universal Equipment 2001 A,
L.P., as Lessor, and Universal Compression, Inc., as Lessee
(incorporated by reference to Exhibit 10.2 to Universal
Compression Holdings, Inc.'s Registration Statement on Form
S-4 dated March 20, 2001).
10.2 Tranche B Loan Agreement, dated as of February 9, 2001,
among BRL Universal Equipment 2001 A, L.P., as Borrower,
Bankers Trust Company, as Administrative Agent and
Collateral Agent, and The Tranche B Lenders (incorporated
by reference to Exhibit 10.4 to Universal Compression
Holdings, Inc.'s Registration Statement on Form S-4 dated
March 20, 2001).
10.3 Master Equipment Lease Agreement, with respect to the ABS
operating lease facility, dated as of February 9, 2001,
between BRL Universal Compression
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Funding I, L.P., as Head Lessor and UCO Compression LLC, as
Head Lessee (incorporated by reference to Exhibit 10.5 to
Universal Compression Holdings, Inc.'s Registration
Statement on Form S-4 dated March 20, 2001).
10.4 Senior Secured Revolving Credit Agreement, dated as of
February 9, 2001, among Universal Compression, Inc., as
Borrower, First Union National Bank, as Administrative
Agent, Bank One, N.A., as Syndication Agent, and the
lenders signatory thereto (incorporated by reference to
Exhibit 10.6 to Universal Compression Holdings, Inc.'s
Registration Statement on Form S-4 dated March 20, 2001).
10.5 Management Agreement dated February 9, 2001, among
Universal Compression, Inc., UCO Compression LLC and BRL
Universal Compression Funding I, L.P. (incorporated by
reference to Exhibit 10.10 to Universal Compression
Holdings, Inc.'s Registration Statement on Form S-4 dated
March 20, 2001).
10.6 Guaranty made by Universal Compression Holdings, Inc. for
the benefit of UCO Compression LLC, BRL Universal
Compression Funding I, L.P. and Wells Fargo Bank National
Association, dated as of February 9, 2001 (incorporated by
reference to Exhibit 10.11 to Universal Compression
Holdings, Inc.'s Registration Statement on Form S-4 dated
March 20, 2001).
10.7 Form of Indemnification Agreements for each of Uriel E.
Dutton, Curtis W. Huff and Edmund P. Segner, III
(incorporated by reference to Exhibit 10.27 of Amendment
No. 1 dated as of May 3, 2000 to Universal Compression
Holdings, Inc.'s Registration Statement on Form S-1 (File
No. 333-34090)).
10.8* Indemnification Agreement dated as February 9, 2001 by and
between Bernard J. Duroc-Danner and Universal Compression
Holdings, Inc.
10.9* Form of Agreement for each of Stephen A. Snider and Mark L.
Carlton.
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* Filed herewith
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrants have duly caused this report to be signed on their behalf by the
undersigned hereunto duly authorized.
UNIVERSAL COMPRESSION HOLDINGS, INC.
UNIVERSAL COMPRESSION, INC.
(Registrants)
Date: March 22, 2001 By: /s/ RICHARD W. FITZGERALD
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Richard W. FitzGerald
Senior Vice President and Chief
Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
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4.1 Indenture, dated as of February 9, 2001, between BRL
Universal Compression Funding I, L.P., Issuer, and Wells
Fargo Bank Minnesota, National Association, Indenture
Trustee, with respect to the ABS operating lease facility
(incorporated by reference to Exhibit 4.10 to Universal
Compression Holdings, Inc.'s Registration Statement on Form
S-4 dated March 20, 2001).
4.2 Series 2001-1 Supplement, dated as of February 9, 2001, to
Indenture dated as of February 9, 2001, between BRL
Universal Compression Funding I, L.P., Issuer, and Wells
Fargo Bank Minnesota, National Association, Indenture
Trustee, with respect to the ABS operating lease facility,
including the Form of Note as an exhibit thereto
(incorporated by reference to Exhibit 4.11 to Universal
Compression Holdings, Inc.'s Registration Statement on Form
S-4 dated March 20, 2001).
10.1 Equipment Lease Agreement with respect to the senior
secured notes operating lease facility, dated as of
February 9, 2001, between BRL Universal Equipment 2001 A,
L.P., as Lessor, and Universal Compression, Inc., as Lessee
(incorporated by reference to Exhibit 10.2 to Universal
Compression Holdings, Inc.'s Registration Statement on Form
S-4 dated March 20, 2001).
10.2 Tranche B Loan Agreement, dated as of February 9, 2001,
among BRL Universal Equipment 2001 A, L.P., as Borrower,
Bankers Trust Company, as Administrative Agent and
Collateral Agent, and The Tranche B Lenders (incorporated
by reference to Exhibit 10.4 to Universal Compression
Holdings, Inc.'s Registration Statement on Form S-4 dated
March 20, 2001).
10.3 Master Equipment Lease Agreement, with respect to the ABS
operating lease facility, dated as of February 9, 2001,
between BRL Universal Compression Funding I, L.P., as Head
Lessor and UCO Compression LLC, as Head Lessee
(incorporated by reference to Exhibit 10.5 to Universal
Compression Holdings, Inc.'s Registration Statement on Form
S-4 dated March 20, 2001).
10.4 Senior Secured Revolving Credit Agreement, dated as of
February 9, 2001, among Universal Compression, Inc., as
Borrower, First Union National Bank, as Administrative
Agent, Bank One, N.A., as Syndication Agent, and the
lenders signatory thereto (incorporated by reference to
Exhibit 10.6 to Universal Compression Holdings, Inc.'s
Registration Statement on Form S-4 dated March 20, 2001).
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10.5 Management Agreement dated February 9, 2001, among
Universal Compression, Inc., UCO Compression LLC and BRL
Universal Compression Funding I, L.P. (incorporated by
reference to Exhibit 10.10 to Universal Compression
Holdings, Inc.'s Registration Statement on Form S-4 dated
March 20, 2001).
10.6 Guaranty made by Universal Compression Holdings, Inc. for
the benefit of UCO Compression LLC, BRL Universal
Compression Funding I, L.P. and Wells Fargo Bank National
Association, dated as of February 9, 2001 (incorporated by
reference to Exhibit 10.11 to Universal Compression
Holdings, Inc.'s Registration Statement on Form S-4 dated
March 20, 2001).
10.7 Form of Indemnification Agreements for each of Uriel E.
Dutton, Curtis W. Huff and Edmund P. Segner, III
(incorporated by reference to Exhibit 10.27 of Amendment
No. 1 dated as of May 3, 2000 to Universal Compression
Holdings, Inc.'s Registration Statement on Form S-1 (File
No. 333-34090)).
10.8* Indemnification Agreement dated as February 9, 2001 by and
between Bernard J. Duroc-Danner and Universal Compression
Holdings, Inc.
10.9* Form of Agreement for each of Stephen A. Snider and Mark L.
Carlton.
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* Filed herewith
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