UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4)*
Universal Compression Holdings, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
913431 10 2
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(CUSIP Number)
Burt M. Martin
Weatherford International, Inc.
515 Post Oak Boulevard, Suite 600
Houston, Texas 77027
(713) 693-4000
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
June 26, 2002
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(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 Section 240.13d-1(e), Section 240.13d-1(f) or Section
240.13d-1(g), check the following box [ ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 15
SCHEDULE 13D
CUSIP NO. 9134341 10 2
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Weatherford International Ltd.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
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7 SOLE VOTING POWER
13,750,000 shares
NUMBER OF -----------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
EACH -----------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 13,750,000 shares
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,750,000 shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45% (based on Quarterly Report on Form 10-Q filed by the Issuer in
February 2002)
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14 TYPE OF REPORTING PERSON
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT
Page 2 of 15
SCHEDULE 13D
CUSIP NO. 9134341 10 2
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Weatherford International, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
-0-
NUMBER OF -----------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
EACH -----------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
-----------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
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14 TYPE OF REPORTING PERSON
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT
Page 3 of 15
SCHEDULE 13D
CUSIP NO. 9134341 10 2
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
WEUS Holding, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
-0-
NUMBER OF -----------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
EACH -----------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
-----------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
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14 TYPE OF REPORTING PERSON
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT
Page 4 of 15
ITEM 1. SECURITY AND ISSUER.
This Amendment No. 4 (this "Amendment No. 4") to the Statement on
Schedule 13D filed on November 2, 2000, as amended by Amendment No. 1 filed on
November 3, 2000, Amendment No. 2 filed on February 14, 2001 and Amendment No. 3
filed on December 10, 2001 (collectively, the "Statement"), relates to the
beneficial ownership of shares of common stock, par value $0.01 per share
("Universal Common Stock"), of Universal Compression Holdings, Inc.
("Universal"). The address of Universal's principal executive offices is 4440
Brittmoore Road, Houston, Texas 77041.
This Amendment No. 4 is being filed by Weatherford International Ltd.,
a Bermuda exempted company ("Weatherford Bermuda"), Weatherford International,
Inc., a Delaware corporation and a wholly owned subsidiary of Weatherford
Bermuda ("Weatherford Delaware"), and WEUS Holding, Inc., a Delaware corporation
and a wholly owned subsidiary of Weatherford Delaware ("WEUS") (each
individually a "Reporting Person" and together, the "Reporting Persons") to (a)
reflect the transfer of beneficial ownership of Universal Common Stock from WEUS
to Weatherford Bermuda and (b) amend Items 1, 2, 3, 4, 5, 6 and 7 of the
Statement. Capitalized terms not defined herein shall have the meanings ascribed
to them in the Statement.
ITEM 2. IDENTITY AND BACKGROUND.
Schedule I of the Statement, which contains information concerning the
executive officers and directors of Weatherford Bermuda and Weatherford Delaware
required to be disclosed in response to Item 2 and General Instruction C to
Schedule 13D, is hereby supplemented by Schedule I attached hereto and
incorporated herein by reference. Such executive officers and directors may be
deemed, but are not conceded to be, controlling persons of Weatherford Bermuda
and/or Weatherford Delaware. Except for Weatherford Bermuda's control of
Weatherford Delaware, and Weatherford Bermuda's and Weatherford Delaware's
control of WEUS, no corporation or other person is or may be deemed to be
ultimately in control of Weatherford Bermuda, Weatherford Delaware or WEUS.
ITEM 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATION
The following is added as the last paragraph of Item 3 of the
Statement:
On June 26, 2002, Weatherford Bermuda acquired from WEUS 13,750,000
shares of Universal Common Stock. The consideration for the purchase consisted
of a promissory note in the amount of $299,062,500, which amount was based on
the closing price of Universal Common Stock on the New York Stock Exchange on
June 26, 2002. The promissory note, which is filed as Exhibit B hereto and
incorporated by reference herein, has an initial maturity date of June 25, 2010
and pays interest at 6.5% per annum. WEUS may demand payment in full of
principal and interest due thereon at any time and for any reason prior to the
maturity date. WEUS may assign its rights under the Registration Rights
Agreement to Weatherford Bermuda.
Page 5 of 15
ITEM 4. PURPOSE OF TRANSACTION
Item 4 of the Statement is hereby amended to include the following as
the last paragraph of such section:
On June 26, 2002, Weatherford Bermuda acquired from WEUS 13,750,000
shares of Universal Common Stock through an intercompany transfer.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Section (a) of Item 5 of the Statement is hereby amended to replace the
second paragraph as follows:
The aggregate 13,750,000 shares of Universal Common Stock that the
Reporting Persons may be deemed to beneficially own represent approximately 45%
of the outstanding shares of Universal Common Stock. Weatherford Bermuda
purchased these shares from WEUS.
Section (b) of Item 5 of the Statement is hereby amended and restated
in its entirety to read as follows:
(b) The number of shares of Universal Common Stock as to which there is
sole power to vote or direct the vote, shared power to vote or direct the vote,
sole power to dispose or direct the disposition, or shared power to dispose or
direct the disposition for each Reporting Person is set forth on the cover pages
of this Amendment No. 4, and such information is incorporated herein by
reference.
The Reporting Persons may be deemed to have the sole power to vote or
direct the voting of up to 13,750,000 shares of Universal Common Stock, which
amount is equal to 45% of the shares of Universal Common Stock outstanding based
upon Universal's Quarterly Report on Form 10-Q filed in February 2002.
The Reporting Persons may be deemed to have the sole power to dispose
of or direct the disposition of all 13,750,000 shares of Universal Common Stock
and will not share the power to dispose of or direct the disposition of such
shares with any other person.
Section (c) of Item 5 of the Statement is hereby amended in its
entirety to read as follows:
(c) On June 26, 2002, Weatherford Bermuda purchased 13,750,000 shares
of Universal Common Stock from WEUS for aggregate consideration of $299,062,500,
or $21.75 per share. The consideration per share was based upon the closing
price of Universal Common Stock on the New York Stock Exchange on June 26, 2002.
Weatherford Bermuda paid the consideration in the form of a promissory note, the
terms of which are more full described in Item 3 of this Statement.
Page 6 of 15
Section (e) of Item 5 of the Statement is hereby amended in its
entirety to read as follows:
(e) On June 26, 2002, WEUS ceased to own any shares of Universal Common
Stock as a result of the sale of its holdings to Weatherford Bermuda.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Item 6 is hereby amended to add the following as the last paragraph
thereof:
Pursuant to the terms of the Registration Rights Agreement, WEUS may
assign its rights under the Registration Rights Agreement to any person. WEUS
may assign its rights thereunder to Weatherford Bermuda.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Item 7 is hereby amended and supplemented to include the following:
A. Joint Filing Agreement
B. Promissory Note, dated June 26, 2002, between Weatherford
International Ltd., as maker, and WEUS Holding, Inc., as payee.
Page 7 of 15
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: July 2, 2002
WEATHERFORD INTERNATIONAL LTD.
By: /s/ BURT M. MARTIN
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Name: Burt M. Martin
Title: Senior Vice President, General Counsel
and Secretary
WEATHERFORD INTERNATIONAL, INC.
By: /s/ BURT M. MARTIN
------------------------------------------
Name: Burt M. Martin
Title: Senior Vice President, General Counsel
and Secretary
WEUS HOLDING, INC.
By: /s/ BURT M. MARTIN
------------------------------------------
Name: Burt M. Martin
Title: Assistant Secretary
Page 8 of 15
SCHEDULE I
(Supplementing information previously filed with respect to Weatherford
International, Inc. and adding information for Weatherford International Ltd.)
DIRECTORS AND EXECUTIVE OFFICERS
OF
WEATHERFORD INTERNATIONAL LTD.
AND
WEATHERFORD INTERNATIONAL, INC.
The following table sets forth the name, business address and present
principal occupation or employment of each director and executive officer of
Weatherford Bermuda and Weatherford Delaware. Each person holds the same office
for both entities. Unless otherwise indicated below, each such person is a
citizen of the United States of America and is an employee of Weatherford
Delaware, and the business address of each such person is c/o Weatherford
International, Inc., 515 Post Oak Boulevard, Suite 600, Houston, Texas 77027.
During the last five years, none of the persons listed below has been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors),
nor has any of such persons been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which such person
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.
Present Principal Occupation or Employment;
Name Business Address
---- -------------------------------------------
Bernard J. Duroc-Danner Chairman of the Board of Directors, President and Chief Executive
Officer
Donald R. Galletly Senior Vice President - Marketing
E. Lee Colley, III Senior Vice President and President - Artificial Lift Systems
Jon R. Nicholson Senior Vice President - Human Resources and Information Technology
and Assistant Secretary
Gary L. Warren Senior Vice President and President - Drilling & Intervention Services
Mark E. Hopmann Senior Vice President and President - Completion Systems
Page 9 of 15
Present Principal Occupation or Employment;
Name Business Address
---- -------------------------------------------
Lisa W. Rodriguez Senior Vice President, Chief Financial Officer and Assistant Treasurer
Burt M. Martin Senior Vice President, General Counsel and Secretary
James N. Parmigiano Vice President - Operational Controller
James M. Hudgins Treasurer and Assistant Secretary
Elizabeth N. Idom Assistant Treasurer
Andrew P. Becnel Assistant Secretary
Philip Burguieres Director of Weatherford Bermuda and Weatherford Delaware and
Chief Executive Officer of EMC Holdings, LLC, a private energy
investment firm
Reliant Stadium
Two Reliant Park
Houston, Texas 77054
David J. Butters Director of Weatherford Bermuda and Weatherford Delaware and a
Managing Director of Lehman Brothers Inc., an investment banking
company
Lehman Brothers Inc.
399 Park Avenue, 9th Floor
New York, New York 10022
Sheldon B. Lubar Director of Weatherford Bermuda and Weatherford Delaware and
Chairman of Lubar & Company, a private investment and management
company
Lubar & Company
700 North Water St., #1200
Milwaukee, Wisconsin 53202
William Macaulay Director of Weatherford Bermuda and Weatherford Delaware and
Chief Executive Officer of First Reserve Corporation, a corporation
that manages various investment company funds
First Reserve Corporation
411 West Putnam Avenue, #109
Greenwich, Connecticut 06830
Page 10 of 15
Present Principal Occupation or Employment;
Name Business Address
---- -------------------------------------------
Robert B. Millard Director of Weatherford Bermuda and Weatherford Delaware and a
Managing Director of Lehman Brothers Inc., an investment banking
company
Lehman Brothers Inc.
399 Park Avenue, 9th Floor
New York, New York 10022
Robert K. Moses, Jr. Director of Weatherford Bermuda and Weatherford Delaware and a
private investor, principally in the oil and gas exploration and
oilfield services business in Houston, Texas
Black Jack Resources, Inc.
1220 Augusta, #240
Houston, Texas 77057
Robert A. Rayne Director of Weatherford Bermuda and Weatherford Delaware and an
Executive Director of London Merchant Securities plc, a United
Kingdom-listed public limited company engaged in property investment
and development with major investments in leisure enterprises
London Merchant Securities plc
33 Robert Adam Street
London W1U 3HR England
Mr. Rayne is a citizen of the U.K.
Page 11 of 15
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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A. Joint Filing Agreement
B. Promissory Note, dated June 26, 2002, between Weatherford
International Ltd., as maker, and WEUS Holding, Inc., as payee.
Page 12 of 15