SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): February 19, 2002
UNIVERSAL COMPRESSION HOLDINGS, INC.
UNIVERSAL COMPRESSION, INC.
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(Exact names of registrants as specified in their charters)
DELAWARE 001-15843 13-3989167
TEXAS 333-48279 74-1282680
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(States or other (Commission File (IRS Employer
jurisdictions of Numbers) Identification Nos.)
incorporation)
4440 BRITTMOORE ROAD, HOUSTON, TEXAS 77041
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(Address of principal executive offices) (Zip Code)
(713) 335-7000
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(Registrants' telephone number, including area code)
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Item 5. Other Events and Regulation FD Disclosure.
Extension of Exchange Offer. Universal Compression, Inc. and
Universal Compression Holdings, Inc. (collectively, the "COMPANY") announced
today that the expiration of the exchange offer has been extended from 5:00
p.m., New York City time on February 19, 2002, to 5:00 p.m., New York City time
on March 1, 2002. Pursuant to the exchange offer, the 8 7/8% Senior Secured
Notes due 2008 which have been registered under the Securities Act of 1933, as
amended, are offered for exchange for the $100 million of outstanding 8 7/8%
Senior Secured Notes due 2008 which were issued on October 23, 2001, in a
transaction exempt from registration.
As of 5:00 p.m., New York City time on February 19, 2002, approximately
$99,430,000 in aggregate principal amount of the outstanding notes (or 99.43% of
the outstanding notes) had been tendered pursuant to the exchange offer. The
exchange offer has been extended in order to allow additional time in which to
determine if the holders of the remaining $570,000 aggregate principal amount of
the $100 million outstanding notes also wish to participate in the exchange
offer.
Except for the extension of the expiration date, all other terms,
conditions and provisions of the exchange offer remain effective as of the date
hereof. Prior to the termination of the extended expiration date the exchange
offer may be further extended.
Any holder of the outstanding notes who has not tendered and who wishes
to participate in the exchange offer should contact the Exchange Agent, The Bank
of New York, attention Mr. William Buckley, at (212) 235-2352.
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 8 7/8% Senior Secured Notes due 2008 in any states in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state. No offering of securities shall be
made except by means of a prospectus meeting the requirements of Section 10 of
the Securities Act of 1933, as amended.
Disclosure Regarding Forward-Looking Statements. Statements about the
Company's outlook and all other statements in this current report on Form 8-K
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 outside our
control, which could cause actual results to differ materially from such
statements. While we believe the assumptions concerning future events are
reasonable, we caution that there are inherent difficulties in predicting
certain important factors that could impact the future performance or results of
our business. Among the important factors that could cause actual results to
differ materially from those indicated by such forward-looking statements are
consummation of the exchange offer for the new additional notes, integration of
our acquisitions and the demand for our products and services. These and other
risk factors are discussed in our other filings with the Securities and Exchange
Commission, copies of which are available to the public. We expressly disclaim
any intention or obligation to revise or update any forward-looking statements
whether as a result of new information, future events, or otherwise.
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: February 19, 2002 By: /s/ RICHARD W. FITZGERALD
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Richard W. FitzGerald
Senior Vice President and
Chief Financial Officer
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