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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 5, 2001.
REGISTRATION NO. 333-50302
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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UNIVERSAL COMPRESSION HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-3989167
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4440 BRITTMOORE ROAD
HOUSTON, TEXAS 77041
(713) 335-7000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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Agent for Service: Copies of Communications to:
STEPHEN A. SNIDER MARK L. CARLTON CHRISTINE B. LAFOLLETTE
PRESIDENT AND CHIEF SENIOR VICE PRESIDENT AND KING & SPALDING
EXECUTIVE OFFICER GENERAL COUNSEL 1100 LOUISIANA ST., SUITE 3300
UNIVERSAL COMPRESSION HOLDINGS, UNIVERSAL COMPRESSION HOLDINGS, HOUSTON, TEXAS 77002-5219
INC. INC. (713) 751-3239
4440 BRITTMOORE ROAD 4440 BRITTMOORE ROAD FAX: (713) 751-3290
HOUSTON, TEXAS 77041 HOUSTON, TEXAS 77041
(713) 335-7000 (713) 335-7241
(Name, address, including zip FAX: (713) 466-6720
code,
and telephone number, including
area code, of agent for service)
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: From time to
time after the effective date of this Registration Statement, as determined by
the selling shareholders.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED.
THE SELLING SHAREHOLDERS MAY NOT SELL THESE SECURITIES UNTIL THE
REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES
AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE
WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED JANUARY 5, 2001
PROSPECTUS
900,726 SHARES
UNIVERSAL COMPRESSION HOLDINGS, INC.
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COMMON STOCK
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This prospectus relates to the offering, from time to time, of up to
900,726 shares of common stock of Universal Compression Holdings, Inc. by
certain of our shareholders. We will not receive any of the proceeds from the
sale of the shares being offered. We are registering the resale of these shares,
but the registration of such shares does not necessarily mean that any of such
shares will be offered or sold by the selling shareholders.
The selling shareholders received these shares of common stock as
consideration for the merger of Gas Compression Services, Inc. into a subsidiary
of Universal Compression Holdings, Inc. Universal consummated this merger on
September 15, 2000. The selling shareholders from time to time may offer and
sell the shares directly to purchasers or through agents, underwriters, or
dealers on terms to be determined at the time of sale. If required, the name of
any agents, underwriters or dealers and any other required information will be
set forth in the prospectus supplement.
Our common stock is listed on the New York Stock Exchange under the symbol
"UCO." On January 4, 2001, the last sale price of the common stock as reported
on the New York Stock Exchange was $34.9375 per share. The shares of common
stock offered pursuant to this prospectus are listed on the New York Stock
Exchange.
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INVESTING IN THE COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS" BEGINNING
ON PAGE 3 FOR A DISCUSSION OF THESE RISKS.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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The date of this prospectus is , 2001.
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TABLE OF CONTENTS
PAGE
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About This Prospectus....................................... 1
Where You Can Find More Information......................... 1
Our Company................................................. 2
Risk Factors................................................ 3
Special Note Regarding Forward-Looking Statements........... 9
Use of Proceeds............................................. 10
Selling Shareholders........................................ 11
Plan of Distribution........................................ 13
Legal Matters............................................... 13
Experts..................................................... 14
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission using a "shelf" registration process. Under
this shelf process, certain of our shareholders (the "selling shareholders") may
sell up to an aggregate of 900,726 shares of common stock in one or more
offerings. This prospectus provides you with a general description of the common
stock. You should read this prospectus and any applicable prospectus supplement
provided to you, together with the additional information described under the
heading "Where You Can Find More Information."
The registration statement that contains this prospectus (including the
exhibits to the registration statement) contains additional information about
our company and the securities offered under this prospectus. That registration
statement can be read at the SEC web site or at the SEC offices mentioned under
the heading "Where You Can Find More Information."
You should rely only on the information contained in this prospectus and
any applicable prospectus supplement that may be provided to you. We have not,
and the selling shareholders have not, authorized any other person to provide
you with different information. If anyone provides you with different or
inconsistent information, you should not rely on it. We are not, and the selling
shareholders are not, making an offer to sell these securities in any
jurisdiction where the offer or sale is not permitted. You should assume that
the information appearing in this prospectus and any applicable prospectus
supplement is accurate only as of the date on its front cover. Our business,
financial condition, results of operations and prospects may have changed since
that date.
The terms "Universal," "our company," "we," "our" and "us," when used in
this prospectus, refer to Universal Compression Holdings, Inc. and its
subsidiaries, including Universal Compression, Inc., as a combined entity, and
include its predecessors, including Tidewater Compression Service, Inc., except
where it is made clear that such terms mean only the parent company.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. Our SEC filings are available to the public over the
Internet at the SEC's web site at http://www.sec.gov. You may also read and copy
any document we file with the SEC at its public reference facilities at 450
Fifth Street, N.W., Washington, D.C. 20549. You can also obtain copies of the
documents at prescribed rates by writing to the Public Reference Section of the
SEC at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for further information on the operation of the public reference
facilities. Our SEC filings are also available at the office of the New York
Stock Exchange, Inc., 11 Wall Street, New York, New York 10005.
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The SEC allows us to incorporate by reference into this prospectus the
information that we file with the SEC, which means that we disclose important
information to you by referring to such documents. The information incorporated
by reference is an important part of this prospectus and any accompanying
prospectus supplement. In addition, any information that we file with the SEC
subsequent to the date of this prospectus will automatically update this
prospectus. We incorporate by reference the documents listed below and any
filings that we make with the SEC under sections 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934 after the initial filing of the registration
statement that contains this prospectus and prior to the time that the selling
shareholders sell all of the common stock offered by this prospectus:
- Annual Report on Form 10-K for the fiscal year ended March 31, 2000, as
amended November 3, 2000;
- Quarterly Reports on Form 10-Q for the quarters ended June 30, 2000 and
September 30, 2000;
- Current Reports on Form 8-K filed on April 7, 2000, May 5, 2000, June 2,
2000, June 8, 2000, August 9, 2000, September 29, 2000, October 26, 2000,
November 9, 2000, December 1, 2000, and January 3, 2001;
- Definitive Proxy Statement dated December 27, 2000 in connection with a
special meeting of shareholders to be held February 6, 2001; and
- The description of the common stock included in our Registration
Statement on Form 8-A dated April 20, 2000, as amended on May 15, 2000.
You may request a copy of these filings (other than an exhibit to a filing
unless that exhibit is specifically incorporated by reference into that filing)
at no cost, by writing to or telephoning us at Universal Compression Holdings,
Inc., 4440 Brittmoore Road, Houston, Texas 77041, (713) 335-7000.
OUR COMPANY
We are a leading natural gas compression services company, providing a full
range of rental, sales, operations, maintenance and fabrication services and
products to the natural gas industry. These services and products are essential
to the production, transportation and processing of natural gas by producers,
gatherers and pipeline companies. We acquired our business in 1998 through the
acquisition of Tidewater Compression Service, Inc., which has been in the gas
compression services business since 1954. Today, we own one of the largest gas
compressor fleets in the United States, and have a growing presence in key
international markets.
We are incorporated under the laws of the State of Delaware. Our principal
executive offices are located at 4440 Brittmoore Road, Houston, Texas 77041 and
our telephone number at that address is (713) 335-7000. Our website is located
at www.universalcompression.com. Information contained on our website is not a
part of this prospectus. Unless the context otherwise requires, all references
to us include our consolidated subsidiaries.
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RISK FACTORS
An investment in our common stock involves a high degree of risk. You
should carefully consider the risks described below and the other information
contained in this prospectus and in our other filings incorporated by reference
before deciding to invest in our common stock. The risks described below and in
our other filings incorporated by reference are not the only ones facing our
company. Additional risks not presently known to us or which we currently
consider immaterial may also adversely affect our company. If any of the
following risks actually occur, our business, financial condition and operating
results could be materially adversely affected. In such case, the trading price
of our common stock could decline, and you could lose part or all of your
investment.
RISKS INHERENT IN OUR INDUSTRY
WE ARE SIGNIFICANTLY DEPENDENT ON DEMAND FOR NATURAL GAS, AND A PROLONGED,
SUBSTANTIAL REDUCTION IN THIS DEMAND COULD ADVERSELY AFFECT THE DEMAND FOR OUR
SERVICES AND PRODUCTS.
Gas compression operations are materially dependent upon the demand for
natural gas. Demand may be affected by, among other factors, natural gas prices,
demand for energy and availability of alternative energy sources. Any prolonged,
substantial reduction in the demand for natural gas would, in all likelihood,
depress the level of production, exploration and development activity and result
in a decline in the demand for our compression services and products. This could
materially adversely affect our results of operations.
MOST OF OUR COMPRESSOR LEASES HAVE SHORT INITIAL TERMS, AND WE WOULD NOT RECOUP
THE COSTS OF OUR INVESTMENT IF WE WERE UNABLE TO RE-LEASE THE COMPRESSORS.
In most cases, the initial terms of our compressor leases, unless extended
by the lessee, are too short to enable us to recoup the average cost of
acquiring or fabricating compressors under currently prevailing lease rates. As
a result, we assume substantial risk of not recovering our entire investment in
the equipment we acquire or fabricate. Although we historically have been
successful in re-leasing our compressors, there can be no assurance that we will
continue to be able to do so or that a substantial number of our rental
customers will not terminate their leases at approximately the same time. This
would have an adverse effect on our revenues.
WE INTEND TO MAKE SUBSTANTIAL CAPITAL INVESTMENTS TO IMPLEMENT OUR GROWTH
STRATEGY.
We anticipate that we will continue to make substantial capital investments
to expand our compressor rental fleet. Prior to our initial public offering, we
financed these investments through internally generated funds, debt offerings
and our credit facility and, to a lesser extent, lease financings. In addition
to the operating lease facility we entered into concurrently with our initial
public offering in May 2000, we intend to utilize leasing transactions in the
future. These significant capital investments require cash that we could
otherwise apply to other business needs. However, if we do not incur these
expenditures while our competitors make substantial fleet investments, our
market share may decline and our business may be adversely affected. In
addition, if we are unable to generate sufficient cash internally or obtain
alternative sources of capital, it could materially adversely affect our growth.
OUR BUSINESS SUBJECTS US TO POTENTIAL LIABILITIES WHICH MAY NOT BE COVERED BY
INSURANCE.
Natural gas service operations are subject to inherent risks, such as
equipment defects, malfunction and failures and natural disasters which can
result in uncontrollable flows of gas or well fluids, fires and explosions.
These risks could expose us to substantial liability for personal injury,
wrongful death, property damage, pollution and other environmental damages.
Although we have obtained insurance against many of these risks, there can be no
assurance that our insurance will be adequate to cover our liabilities. Further,
there can be no assurance that insurance will be generally available in the
future or, if available, that premiums will be commercially justifiable. If we
were to incur substantial liability and such damages were not covered by
insurance or were in excess of policy limits, or if we were to incur liability
at a time
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when we are not able to obtain liability insurance, our business, results of
operations and financial condition could be materially adversely affected.
WE ARE SUBJECT TO SUBSTANTIAL ENVIRONMENTAL REGULATION, AND CHANGES IN THESE
REGULATIONS COULD INCREASE OUR COSTS OR LIABILITIES.
We are subject to stringent and complex federal, state and local laws and
regulatory standards, including regulations regarding the discharge of materials
into the environment, emission controls and other environmental protection
concerns. Environmental laws and regulations may, in some circumstances, impose
"strict liability" for environmental contamination, rendering us liable for
cleanup costs, natural resource damages and other damages as a result of our
conduct that was lawful at the time it occurred or the conduct of, or conditions
caused by, prior operators or other third parties. In addition, it is not
uncommon for the neighboring land owners and other third parties to file claims
for personal injury, property damage and recovery of response costs. Cleanup
costs and other damages arising as a result of environmental laws, and costs
associated with changes in existing environmental laws and regulations or the
adoption of new laws and regulations could be substantial and could have a
material adverse effect on our operations and financial condition. Moreover,
failure to comply with these environmental laws and regulations may result in
the imposition of administrative, civil and criminal penalties.
We currently are engaged in remediation and monitoring activities with
respect to some of our properties. We believe that former owners and operators
of some of these properties, including Tidewater Inc., are responsible under
environmental laws and contractual agreements to pay for or perform some of
these activities, or to indemnify us for some of our remedial costs. There can
be no assurance that these former owners and operators will fulfill their legal
or contractual obligations, and their failure to do so could result in material
costs to us.
We routinely deal with natural gas, oil and other petroleum products. As a
result of our engineered products and overhaul and field operations, we
generate, manage and dispose of or otherwise recycle hazardous wastes and
substances, such as solvents, thinner, waste paint, waste oil, washdown wastes
and sandblast material. Although it is our policy to utilize generally accepted
operating and disposal practices in accordance with applicable environmental
laws and regulations, hydrocarbons or other wastes may have been disposed or
released on, under or from properties owned, leased, or operated by us or on or
under other locations where such wastes have been taken for disposal. These
properties and the wastes disposed on them may be subject to investigatory,
remedial and monitoring requirements under federal, state and local
environmental laws.
We believe that our operations are in substantial compliance with
applicable environmental laws and regulations. Nevertheless, the modification or
interpretation of existing federal, state and local environmental laws or
regulations, the more vigorous enforcement of existing environmental laws or
regulations, or the adoption of new environmental laws or regulations may also
negatively impact oil and natural gas exploration and production companies,
which in turn could have a material adverse effect on us and other similarly
situated service companies.
WE MAY BE UNABLE TO IDENTIFY SUITABLE ACQUISITION CANDIDATES OR SUCCESSFULLY
INTEGRATE ACQUIRED COMPANIES INTO OUR BUSINESS.
We completed the acquisition of Gas Compression Services, Inc. on September
15, 2000. On October 23, 2000, we signed a merger agreement to acquire the
Weatherford Global Compression Services division, the gas compression business
of Weatherford International, Inc. The consummation of the Weatherford Global
transaction is subject to financing conditions, approval of our shareholders,
Weatherford's purchase of a minority interest in the division, applicable
regulatory approval, and certain customary closing conditions. In accordance
with our business strategy, we intend to pursue the acquisition of other
companies, assets and product lines that either complement or expand our
existing business. We are unable to predict whether or when any prospective
candidate will become available or the likelihood of a material acquisition
being completed.
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The acquisition of a business, including Gas Compression Services, Inc.
and, if consummated, the Weatherford Global Compression Services division, and
any other acquisition candidates, involves a number of potential risks and
uncertainties, including the risks and effects of legal and administrative
proceedings and governmental regulations, costs, delays and other difficulties
related to the integration of acquired businesses, the diversion of management's
attention to the assimilation of the operations and personnel of the acquired
business, and possible short-term adverse effects on our financial and
operational results during the integration process. In addition, we may seek to
finance any such acquisition through the issuance of new debt and/or equity
securities. This could result in dilution to our existing shareholders.
Alternatively, a substantial portion of our financial resources could be used to
complete any large acquisition for cash, which would reduce our funds available
for capital investment, operations or other activities.
WE OPERATE IN A HIGHLY COMPETITIVE INDUSTRY.
The natural gas compression service and engineered products business is
highly competitive. Our main competitors are large national and multinational
companies which have significantly greater financial resources than our company.
These competitors, like us, offer a wide range of compressors for sale or lease.
If these companies substantially increase the resources they devote to the
development and marketing of competitive products and services, we may not be
able to compete effectively.
RISKS SPECIFIC TO AN INVESTMENT IN OUR COMPANY
WE ARE HIGHLY LEVERAGED AND VULNERABLE TO INTEREST RATE INCREASES.
As of September 30, 2000, we had approximately $344.0 million in
outstanding indebtedness, including operating lease obligations and the current
portion of long-term debt. Our outstanding indebtedness includes approximately
$57 million in related debt and operating leases of Gas Compression Services,
Inc. recently refinanced or assumed in connection with the merger and
approximately $6 million of debt related to their customer equipment financing
and the associated customer notes receivable. As of September 30, 2000,
Weatherford Global had approximately $311.0 million in outstanding indebtedness
including operating lease obligations. Concurrently with the proposed merger, we
expect to refinance, to the extent required, substantially all of our and
Weatherford Global's indebtedness. We will not be required to refinance our
9 7/8% senior discount notes, except pursuant to our tender offer and related
consent solicitation for the notes, or to the extent the holders of any of these
notes exercise their right under the indenture to require us to redeem the notes
following consummation of the merger. Certain of our outstanding indebtedness
and that of Weatherford Global bears interest at floating rates, and we expect
that the refinanced indebtedness will also. Both the interest payments under our
credit facility and the lease payments under our operating lease facility bear
interest at a floating rate (based on a base rate or LIBOR, at our option, in
the case of the credit facility, and based on LIBOR, in the case of the
operating lease facility), plus a variable amount depending on our operating
results. Changes in economic conditions could result in higher interest and
lease payment rates, thereby increasing our interest expense and lease payments
and reducing our funds available for capital investment, operations or other
purposes. In addition, a substantial portion of our cash flow must be used to
service our debt, which may affect our ability to make future acquisitions or
capital expenditures.
Substantially all of our assets (including most of the assets acquired in
the Gas Compression Services, Inc. merger) have been pledged as collateral under
our operating lease facility and our revolving credit facility. We expect that a
substantial portion of our assets, as well as a substantial portion of the
assets acquired in our proposed Weatherford Global acquisition, will continue to
be used or pledged as collateral under our new facilities. In addition, our debt
agreements and operating lease facility contain covenants that restrict our
operations. These covenants place limitations on, among other things, our
ability to enter into acquisitions, sales and operating lease transactions, to
incur additional indebtedness, to create liens and to pay dividends, and could
hinder our flexibility and restrict our ability to take advantage of market
opportunities or respond to changing market conditions.
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OUR INTERNATIONAL OPERATIONS SUBJECT US TO SPECIAL RISKS THAT ARE DIFFICULT TO
PREDICT, INCLUDING POLITICAL INSTABILITY, FOREIGN EXCHANGE RATE AND REPATRIATION
RISKS.
Approximately 10.8% of our revenues during the fiscal year ended March 31,
2000 and 11.0% of our revenues for the six months ended September 30, 2000 were
derived from international operations. We intend to continue to expand our
business in Latin America and Southeast Asia and, ultimately, other
international markets, directly and through joint ventures. Excluding certain of
its Singapore-based operations, which will not be included in the proposed
merger, approximately 25.0% of Weatherford Global's revenues during the fiscal
year ended December 31, 1999 and 34.8% of its revenues for the nine months ended
September 30, 2000 came from international operations. The proposed merger will
significantly increase our international operations and, correspondingly, our
exposure to risks from international operations.
Our international operations are affected by global economic and political
conditions. Changes in economic or political conditions in any of the countries
in which we operate could result in exchange rate movement, new currency or
exchange controls or other restrictions being imposed on our operations or
expropriation. In addition, the financial condition of foreign customers may not
be as strong as that of our current domestic customers.
Our operations may also be adversely affected by significant fluctuations
in the value of the U.S. dollar. Although we attempt to match costs and revenues
in terms of local currencies, we anticipate that as we continue our expansion on
a global basis, there will be many instances in which costs and revenues will
not be matched with respect to currency denomination. As a result, we anticipate
that increasing portions of our revenues, costs, assets and liabilities will be
subject to fluctuations in foreign currency valuations. While we may use foreign
currency forward contracts or other currency hedging mechanisms to minimize our
exposure to currency fluctuation, there can be no assurance that any hedges will
be implemented, or if implemented, will achieve the desired effect. We may
experience economic loss and a negative impact on earnings solely as a result of
foreign currency exchange rate fluctuations. Further, the markets in which we
conduct business could restrict the removal or conversion of the local or
foreign currency, resulting in our inability to hedge against these risks.
WE ARE DEPENDENT ON PARTICULAR SUPPLIERS AND ARE VULNERABLE TO PRODUCT SHORTAGES
AND PRICE INCREASES.
As a consequence of having a highly standardized fleet, some of the
components used in our products are obtained from a single source or a limited
group of suppliers. Our reliance on these suppliers involves several risks,
including price increases, inferior component quality and a potential inability
to obtain an adequate supply of required components in a timely manner. The
partial or complete loss of certain of these sources could have at least a
temporary material adverse effect on our results of operations and could damage
our customer relationships. Further, a significant increase in the price of one
or more of these components could have a material adverse effect on our results
of operations.
OUR SUCCESS DEPENDS ON KEY MEMBERS OF OUR MANAGEMENT TEAM, THE LOSS OF WHOM
COULD DISRUPT OUR BUSINESS.
Our success depends to a significant degree upon the continued
contributions of key management, operations, engineering, sales and marketing,
customer support, finance and manufacturing personnel. We are particularly
dependent on Stephen A. Snider, our Chief Executive Officer. We do not maintain
and do not intend to obtain key man life insurance for any of our employees. The
departure of any of our key personnel could have a material adverse effect on
our business, operating results and financial condition. In addition, we believe
that our success depends on our ability to attract and retain additional
qualified employees. If we fail to recruit other skilled personnel, we could be
unable to compete effectively.
CERTAIN OF OUR SHAREHOLDERS HAVE PRACTICAL CONTROL OVER MOST MATTERS REQUIRING
APPROVAL OF THE SHAREHOLDERS.
Following the issuance of the shares for the acquisition of Gas Compression
Services, Inc. on September 15, 2000, Castle Harlan Partners III and its
affiliates own approximately 22% of our common
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stock. In addition, Castle Harlan is a party to various voting agreements and
voting trusts with several shareholders that currently give Castle Harlan
control of up to approximately 38% of our voting stock for a period ending up to
November 2003. As of the date of this prospectus, if the Weatherford transaction
described below is consummated Castle Harlan and its affiliates would own
approximately 11% of our common stock and would have voting control of up to
approximately 20% of our voting stock. Further, we have agreed to nominate a
total of three persons designated by Castle Harlan for election to our board of
directors, so long as Castle Harlan and its affiliates beneficially own at least
15% of our outstanding stock (including shares over which it has voting control
pursuant to voting agreements and trusts). Currently, John K. Castle and William
M. Pruellage are serving as Castle Harlan designees to our board of directors,
and Castle Harlan has not designated its third designee. In addition, shares
held by Samuel Urcis, one of our directors who is not considered a director
designee of Castle Harlan, is subject to a voting trust agreement with Castle
Harlan.
Castle Harlan's significant ownership and control of our stock and board
representation give it the ability to exercise substantial influence over our
policies, management and affairs and significant control over corporate actions
requiring shareholder approval, including the approval of transactions involving
a change in control. The interests of Castle Harlan could conflict with the
interests of our other shareholders.
On October 23, 2000, we signed a merger agreement to acquire the
Weatherford Global Compression Services division, the gas compression business
of Weatherford International, Inc., in exchange for the issuance of 13,750,000
shares of our common stock to Weatherford International. Castle Harlan and its
affiliates have entered into a Stockholders' Agreement with Weatherford
International providing that Castle Harlan and its affiliates will vote the
shares under their control in favor of the issuance of our common stock to
Weatherford. Assuming that the conditions to the closing of the merger are
satisfied and the merger consummated, the shares issued to Weatherford
International in connection with the merger will represent approximately 48% of
our total outstanding shares. At the closing of the merger, Weatherford
International must enter into a voting agreement that will require Weatherford,
for a period of two years, to vote its shares held in excess of 33 1/3% of our
total outstanding stock in the same proportion as the vote of those shares held
by our shareholders other than Castle Harlan and its affiliates and Weatherford
and its affiliates. In addition, the merger agreement provides for an increase
of our board of directors by three members, with each new director to be
designated for election by Weatherford, reduced to two directors if Weatherford
and its affiliates own less than 20% of our outstanding stock, and with such
right terminating if Weatherford and its affiliates own less than 10% of our
outstanding stock. Further, our board of directors has taken action to render
the limitations on business combinations contained in Section 203 of the
Delaware General Corporation Law inapplicable to the transactions contemplated
by the merger agreement and related agreements between Universal and Weatherford
and its affiliates. In general, Section 203 of the DGCL imposes a three-year
moratorium on business combinations between a Delaware corporation and an
"interested stockholder," which is in general a stockholder owning 15% or more
of a corporation's outstanding voting stock, unless certain conditions are met,
such as the approval of the merger by our board.
As a result of the merger, Weatherford would have significant ownership and
control of our stock and board representation. Thus, Weatherford would have the
ability to exercise substantial influence over our policies, management and
affairs and significant control over corporate actions requiring shareholder
approval, including the approval of transactions involving change in control.
The interests of Weatherford could conflict with the interests of our other
shareholders.
THE SELLING SHAREHOLDERS RECEIVED A CERTAIN PERCENTAGE OF OUR SHARES IN THE
MERGER.
Upon the closing of the merger on September 15, 2000, the Reuben James
Helton Trust Dated January 24, 2000 and Michael Pahl, the former shareholders of
Gas Compression Services, Inc. and the selling shareholders under this
prospectus, received shares representing approximately 8.7% and 0.8%,
respectively, of the outstanding voting power of our common stock. Following the
sale of 500,000 of the Helton Trust's and Mr. Pahl's shares, we have been
advised that as of the date of this prospectus each of
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them holds shares representing approximately 5.6% and 0.5%, respectively. As a
result, these shareholders may influence matters submitted to a vote of holders
of common stock, including the election of our directors.
A SIGNIFICANT NUMBER OF SHARES OF OUR COMMON STOCK ARE ELIGIBLE FOR SALE WHICH
COULD DEPRESS OUR STOCK PRICE.
Sales of substantial amounts of our common stock in the public market could
adversely affect the market price of our common stock. As of December 31, 2000,
we had 14,700,750 shares of common stock outstanding. In addition, as of
December 31, 2000, options to purchase 1,209,982 shares of our common stock are
held by our officers, directors and employees. In addition, we expect to grant
additional options in the future. We have filed a registration statement
covering the sale of the approximately 1.9 million shares of our common stock
reserved for issuance under our incentive stock option plan, and we are seeking
shareholder approval to increase the number of shares available under our plan
by 1,100,000 shares. The sale of a substantial number of shares within a short
period of time could cause our stock price to decrease, or make it more
difficult for us to raise funds through future offerings of our common stock.
WE MAY HAVE TO MAKE PAYMENTS TO TIDEWATER AND HOLDERS OF OUR SENIOR NOTES IF
CERTAIN EVENTS OCCUR.
Pursuant to the Purchase Price Adjustment Agreement entered into in
connection with the acquisition of Tidewater Compression, we may have to pay an
amount to Tidewater Inc. based on a formula if any of the following liquidity
events occurs:
- Castle Harlan sells its shares of our common stock,
- we sell all or substantially all of our assets or we or our operating
subsidiary merge with another entity, or
- we enter into some types of recapitalizations.
If any of the liquidity events described above occurs and Castle Harlan
Partners III and its affiliates receives an amount greater than its accreted
investment, defined as its initial investment increased at a compounded rate of
6.25% each quarter (which equates to approximately 27.4% annually), we must make
a payment to Tidewater equal to 10% of the amount, if any, that Castle Harlan
receives in excess of its accreted investment. Any payment is to be made in the
same form of consideration as received by Castle Harlan. Any payment pursuant to
this agreement would result in an increase in goodwill in the year of payment
and a corresponding increase in goodwill and amortization expense in subsequent
year. As of September 30, 2000, Castle Harlan's accreted investment was
approximately $27.09 per share, which will continue to grow at a compounded rate
of 6.25% per quarter. Consummation of the proposed Weatherford transaction will
not constitute a liquidity event requiring payment to Tidewater.
In addition to the Tidewater purchase price adjustment, consummation of the
proposed Weatherford transaction will give the holders of our 9 7/8% senior
discount notes the right to require that we redeem those notes at a price equal
to 101% of the accreted value, plus accrued and unpaid interest to date.
If any of these payment events occurs, we may not have available funds
sufficient to pay these obligations and, if we do have sufficient funds
available, such payment will reduce our funds available for capital investment,
operations and other purposes.
WE ARE A HOLDING COMPANY AND RELY ON OUR SUBSIDIARIES FOR OPERATING INCOME.
We are a holding company and, as such, we derive all of our operating
income from our operating subsidiary and its subsidiaries. We do not have any
significant assets other than the stock of our operating subsidiary.
Consequently, we are dependent on the earnings and cash flow of our subsidiaries
to meet our obligations and pay dividends. Our subsidiaries are separate legal
entities that are not legally obligated to make funds available to us. We cannot
assure you that our subsidiaries will be able to, or be permitted to, pay to us
amounts necessary to meet our obligations or to pay dividends.
8
11
A THIRD PARTY COULD BE PREVENTED FROM ACQUIRING CONTROL OF US BECAUSE OF THE
ANTI-TAKEOVER PROVISIONS IN OUR CHARTER AND BYLAWS.
There are provisions in our restated certificate of incorporation and
bylaws that may make it more difficult for a third party to acquire, or attempt
to acquire, control of us, even if a change in control would result in the
purchase of your shares at a premium to the market price or would otherwise be
beneficial to you. For example, our restated certificate of incorporation
authorizes our board of directors to issue preferred stock without shareholder
approval. If our board of directors elects to issue preferred stock, it could be
more difficult for a third party to acquire us. In addition, provisions of our
restated certificate of incorporation, such as a staggered board of directors
and limitations on the removal of directors, no shareholder action by written
consent and limitations on shareholder proposals at meetings of shareholders,
could make it more difficult for a third party to acquire control of us.
Delaware corporation law may also discourage takeover attempts that have not
been approved by our board of directors.
WE DO NOT EXPECT TO PAY DIVIDENDS.
We have never paid cash dividends on our common stock and we do not
anticipate paying any cash dividends in the foreseeable future. In addition, our
ability to pay dividends is restricted by the indenture related to our senior
notes, our credit facility and our operating lease facility.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain matters discussed in this prospectus or in our other filings
incorporated by reference are "forward-looking statements" intended to qualify
for the safe harbors from liability established by the Private Securities
Litigation Reform Act of 1995. All statements other than statements of
historical facts included in this prospectus or incorporated by reference are
forward-looking statements. Such forward-looking statements include, without
limitation, statements regarding anticipated cost savings and other synergies
resulting from the proposed Weatherford Global merger, the sufficiency of
available cash flows to fund continuing operations, the terms of the new
financing arrangements we will enter into in connection with the proposed
Weatherford Global merger, capital improvements, the expected amount of capital
expenditures for the fiscal year, our future financial position, growth strategy
and projected costs, and plans and objectives of management for future
operations. Such forward-looking statements are subject to certain risks and
uncertainties that could cause actual results to differ materially from those
anticipated as of the date of this prospectus.
Although management believes the expectations reflected in these
forward-looking statements are based on reasonable assumptions, no assurance can
be given that these expectations will prove to have been correct. Important
factors that could cause actual results to differ materially from the
expectations reflected in the forward-looking statements include, among other
things:
- conditions in the oil and gas industry, including the price of oil and
natural gas and the demand for natural gas;
- competition among the various providers of contract compression services;
- changes in safety and environmental regulations pertaining to the
production and transportation of natural gas;
- inability to successfully consummate the Weatherford Global merger and
integrate its business and other businesses we have acquired or may
acquire in the future;
- changes in economic or political conditions in the markets in which we
operate;
- the introduction of competing technologies by other companies;
- ability to retain and grow our customer base;
- regulatory delays or conditions imposed by regulatory bodies in approving
the Weatherford Global merger;
- employment workforce factors, including loss of key employees; and
9
12
- liability claims related to the use of our products and services.
All subsequent written and oral forward-looking statements attributable to
Universal or any person acting on our behalf are expressly qualified in their
entirety by the cautionary statements contained or referred to in this section.
The forward-looking statements included herein are only made as of the date of
this prospectus and we undertake no obligation to publicly update such
forward-looking statements to reflect subsequent events or circumstances.
USE OF PROCEEDS
We will not receive any of the proceeds from the sale of the shares of
common stock offered by the selling shareholders under this prospectus but have
agreed to bear certain expenses associated with registering such shares under
federal and state securities laws. We are registering the shares for sale to
provide the selling shareholders with freely tradeable securities (subject to
the contractual limitations discussed below), but the registration of such
shares does not necessarily mean that any of such shares will be offered or sold
by the selling shareholders.
10
13
SELLING SHAREHOLDERS
The following table sets forth, as of the date of this prospectus:
- the names of the selling shareholders,
- the number of shares of common stock owned by each selling shareholder
prior to this offering, and
- the maximum number of shares of common stock that may be offered by each
selling shareholder under this prospectus.
The selling shareholders were shareholders of Gas Compression Services,
Inc., which we recently acquired by merger. In addition, Reuben James Helton was
the settlor of the Reuben James Helton Trust and Chairman of the Board for Gas
Compression Services. Michael Pahl was Vice President of Gas Compression
Services, and, as of the date of this prospectus, is an employee of Universal
Compression, Inc., our operating subsidiary. Other than those affiliations and
the ownership of our common stock, as discussed in "Risk Factors," neither of
the selling shareholders has any position, office or other material relationship
with our company. In connection with the completion of the merger of Gas
Compression Services into our subsidiary Universal Compression, Inc. on
September 15, 2000, we entered into a Registration Agreement with the selling
shareholders. A copy of this agreement has been filed as an exhibit to this
registration statement. Under the Registration Agreement, we filed a
registration statement promptly after the merger covering 500,000 shares of our
common stock received by the selling shareholders in the merger, and agreed to
register the remaining 900,726 shares of our common stock owned by the selling
shareholders following the expiration of the lock-up period on November 20,
2000. We have been advised that the selling shareholders have sold such 500,000
shares of our common stock. See "Plan of Distribution." Under the Registration
Agreement, we are required to maintain the effectiveness of the registration
statement until September 15, 2001 (the first anniversary of the merger), unless
the selling shareholders dispose of all of their merger shares before that date.
If we require the selling shareholders to suspend their sales of our common
stock under the registration statement, we will extend the effectiveness of the
registration statement for a period of time equal to the suspension. The
Registration Agreement provides that we and the selling shareholders will
indemnify each other for certain liabilities, including liabilities under the
Securities Act.
In connection with the completion of the merger of GCSI, we also executed
an Escrow Agreement with the selling shareholders. A copy of this agreement has
been filed as an exhibit to this registration statement. Pursuant to the Escrow
Agreement, 135,887 shares of Universal common stock issued in connection with
the merger are being held in escrow pursuant to the terms of the Escrow
Agreement to indemnify us against losses we may incur as a result of (1) a
breach by GCSI or the selling shareholders of their representations and
warranties, (2) GCSI's or the selling shareholders' failure to perform their
obligations set forth in the merger agreement, or (3) contingencies and matters
identified in the merger agreement and Escrow Agreement. Such shares held under
the Escrow Agreement may not be sold under this Prospectus unless and until
released to the selling shareholders.
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14
The following table consists of information provided by the selling
shareholders and shows the number of shares of our common stock beneficially
owned by each selling shareholder prior to any offering of shares. Because the
selling shareholders may sell all, some or none of the common stock offered
under this prospectus and have sold 500,000 shares, we do not know how many
shares of our common stock will be held by the selling shareholders upon
termination of this offering. However, for purposes of the following table, we
have assumed that all of the shares offered under this prospectus will be, and
the previously filed prospectus were, sold by the selling shareholders. See
"Plan of Distribution."
NUMBER OF SHARES PERCENTAGE OF
BENEFICIALLY OWNED MAXIMUM NUMBER OF NUMBER OF SHARES SHARES BENEFICIALLY
PRIOR TO ANY SHARES BEING BENEFICIALLY OWNED OWNED AFTER THE
NAME OF SELLING SHAREHOLDER OFFERING(2) OFFERED(2) AFTER THE OFFERING OFFERING
--------------------------- ------------------ ----------------- ------------------ -------------------
The Reuben James Helton Trust
Dated January 24, 2000(1)... 1,278,580 828,580 -0- 0.0%
Michael L. Pahl............... 122,146 72,146 -0- 0.0%
--------- ------- --- ----
Total............... 1,400,726 900,726 -0- 0.0%
========= ======= === ====
---------------
(1) The Reuben James Helton Trust is an irrevocable trust that was formed by
Reuben James Helton, as settlor. The term "selling shareholder" may also
include the beneficiaries of the Trust that may receive shares of common
stock pursuant to the terms of the Trust.
(2) Includes 122,299 shares and 13,588 shares held in escrow on behalf of the
Reuben James Helton Trust and Michael Pahl, respectively.
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PLAN OF DISTRIBUTION
The selling shareholders may sell shares of common stock pursuant to this
prospectus in one or more transactions at a fixed price or prices which may be
changed, at market prices prevailing at the time of sale, at prices related to
such prevailing market prices, or at negotiated prices. The shares of common
stock offered pursuant to this prospectus are listed on the New York Stock
Exchange.
The selling shareholders may offer and sell the shares directly to
purchasers or indirectly through agents, underwriters or dealers. The sales may
be in the form of secondary distributions, exchange distributions, block trades,
ordinary brokerage transactions or any combination of these methods of sale.
Agents or underwriters acting on behalf of any selling shareholder may receive
compensation from the selling shareholder or from purchasers of the common stock
for whom they act as agent in the form of discounts, concessions or commissions.
Underwriters may sell the common stock to or through dealers, and such dealers
may receive compensation in the form of discounts, concessions or commissions
from the underwriters and/or commissions from the purchasers for whom they may
act as agents. Agents, underwriters and dealers that participate in the
distribution of common stock may be deemed to be underwriters for purposes of
the Securities Act of 1933, as amended, and any discounts, concessions or
commissions received by them from any selling shareholder and any profit on the
resale of common stock by them may be deemed to be underwriting discounts and
commissions under the Securities Act.
If, from time to time, the selling shareholders decide to offer and sell
the shares pursuant to an underwritten offering, they have agreed to do so
through Merrill Lynch, Pierce, Fenner & Smith Incorporated on terms to be
determined at the time of sale. Sales may be in the form of secondary
distributions, exchange distributions, block trades, ordinary brokerage
transactions or any combination of these methods of sale. Merrill Lynch may
receive compensation from the selling shareholder or from purchasers of the
common stock for whom they act as agent in the form of discounts, concessions or
commissions. Merrill Lynch may be deemed to be an underwriter for purposes of
the Securities Act, and any discounts, concessions or commissions received by
them from any selling shareholder and any profit on the resale of common stock
by them may be deemed to be underwriting discounts and commissions under the
Securities Act.
At a time a particular offer of shares is made, a prospectus supplement, if
required, will be distributed setting forth any additional material information.
In order to comply with the securities laws of certain states, if
applicable, the shares may be sold only through registered or licensed brokers
or dealers. In addition, in certain states, the shares may not be sold unless
they have been registered or qualified for sale in such state or an exemption
from such registration or qualification requirement is available and is complied
with.
We estimate that we will spend approximately $60,000 for expenses in
connection with the offering of shares by the selling shareholders.
LEGAL MATTERS
The validity of the shares of common stock offered by this prospectus will
be passed upon for Universal by King & Spalding, Houston, Texas.
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EXPERTS
The consolidated financial statements of Universal Compression Holdings,
Inc. and subsidiaries and Universal Compression, Inc. and subsidiaries for the
years ended March 31, 1999 and 2000 and for the period from December 12, 1997
(inception) through March 31, 1998 and the financial statements of Tidewater
Compression Service, Inc. for the period from April 1, 1997 through February 20,
1998, incorporated in this prospectus by reference from our annual report on
Form 10-K for Universal Compression Holdings, Inc. for the fiscal year ended
March 31, 2000, have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their reports which are incorporated herein by reference,
and have been incorporated in reliance upon the reports of such firm given upon
their authority as experts in accounting and auditing.
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--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
900,726 SHARES
UNIVERSAL COMPRESSION HOLDINGS, INC.
COMMON STOCK
-------------------------
PROSPECTUS
-------------------------
, 2001
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
18
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the fees and expenses in connection with the
issuance and distribution of the securities being registered hereunder, all of
which will be borne by the registrant. Except for the SEC registration fee, all
amounts are estimates.
SEC registration fee........................................ $ 7,729
Legal fees and expenses..................................... 20,000
Blue sky fees and expenses.................................. 2,000
Accounting fees and expenses................................ 4,000
Printing expenses........................................... 15,000
Miscellaneous............................................... 11,271
-------
Total............................................. $60,000
=======
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 102(b)(7) of the Delaware General Corporation Law (the "DGCL")
permits a corporation, in its certificate of incorporation, to limit or
eliminate, subject to some statutory limitations, the liability of directors to
the corporation or its shareholders for monetary damages for breaches of
fiduciary duty, except for liability (a) for any breach of the director's duty
of loyalty to the corporation or its shareholders, (b) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (c) under Section 174 of the DGCL, or (d) for any transaction from which
the director derived an improper personal benefit. The registrant's Restated
Certificate of Incorporation provides that the personal liability of directors
of the registrant is eliminated to the fullest extent permitted by Section
102(b)(7) of the DGCL.
Under Section 145 of the DGCL, a corporation has the power to indemnify
directors and officers under certain prescribed circumstances and subject to
certain limitations against certain costs and expenses, including attorneys'
fees actually and reasonably incurred in connection with any action, suit or
proceeding, whether civil, criminal, administrative or investigative, to which
any of them is a party by reason of being a director or officer of the
corporation if it is determined that the director or officer acted in accordance
with the applicable standard of conduct set forth in such statutory provision.
The registrant's Bylaws provide that the registrant will indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding by reason of the fact that he is
or was a director or officer of the registrant, or is or was serving at the
request of the registrant as a director, officer, employee or agent of another
entity, against certain liabilities, costs and expenses. The Bylaws further
permit the registrant to maintain insurance on behalf of any person who is or
was a director, officer, employee or agent of the registrant, or is or was
serving at the request of the registrant as a director, officer, employee or
agent of another entity, against any liability asserted against such person and
incurred by such person in any such capacity or arising out of his status as
such, whether or not the registrant would have the power to indemnify such
person against such liability under the DGCL. The registrant expects to maintain
directors' and officers' liability insurance. In addition, the registrant has
entered into indemnification agreements with each of its officers and directors,
as well as officers of its operating subsidiary. The form of these
indemnification agreements is incorporated by reference to Exhibit 10.33 to the
registrant's Registration Statement on Form S-1, File No. 333-34090.
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ITEM 16. EXHIBITS
EXHIBIT
NO. DESCRIPTION
------- -----------
3.1 -- Restated Certificate of Incorporation of Universal
Compression Holdings, Inc. (incorporated by reference to
Exhibit 3.1 to Registrant's Quarterly Report on Form 10-Q
for the quarter ended June 30, 2000).
3.2 -- Restated Bylaws of Universal Compression Holdings, Inc.
(incorporated by reference to Exhibit 3.2 to Registrant's
Quarterly Report on Form 10-Q for the quarter ended June
30, 2000).
4.1 -- Registration Agreement, dated September 15, 2000, among
Universal Compression Holdings, Inc., the Reuben James
Helton Trust Dated January 24, 2000, and Michael Pahl
(incorporated by reference to Exhibit 4.1 to Registrant's
Registration Statement on Form S-3 (Reg. No. 333-46208)
filed on September 20, 2000).
5.1* -- Opinion of King & Spalding as to the legality of the
common stock being registered.
10.1 -- Escrow Agreement, dated September 15, 2000, among
Universal Compression Holdings, Inc., the Reuben James
Helton Trust Dated January 24, 2000, and Michael Pahl
(incorporated by reference to Exhibit 10.1 to
Registrant's Current Report on Form 8-K filed on
September 29, 2000).
23.1* -- Consent of King & Spalding (included as part of its
opinion filed as Exhibit 5.1).
23.2* -- Consent of Deloitte & Touche LLP.
---------------
* Filed herewith.
ITEM 17. UNDERTAKINGS
A. Undertaking to Update
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section
do not apply if the registration statement is on Form S-3, Form S-8 or Form
F-3, and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with
II-2
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or furnished to the Commission by the Registrant pursuant to section 13 of
section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
B. Undertaking with Respect to Documents Incorporated by Reference
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
C. Undertaking with Respect to Indemnification
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
D. Undertaking with Respect to Rule 430A Under the Securities Act of 1933
The undersigned registrant hereby further undertakes that:
(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance under Rule 430A and contained in
a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Houston, State of Texas, on January 5,
2001.
UNIVERSAL COMPRESSION HOLDINGS, INC.
By: /s/ STEPHEN A. SNIDER
------------------------------
Stephen A. Snider
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the Registration Statement has been signed by the following persons in
the capacities and on January 5, 2001.
SIGNATURE TITLE
--------- -----
/s/ STEPHEN A. SNIDER President, Chief Executive Officer and
------------------------------------------ Director (Principal Executive Officer)
Stephen A. Snider
/s/ RICHARD W. FITZGERALD Senior Vice President and Chief Financial
------------------------------------------ Officer (Principal Financial Officer and
Richard W. FitzGerald Accounting Officer)
* Director
------------------------------------------
Thomas C. Case
* Director
------------------------------------------
John K. Castle
/s/ ERNIE L. DANNER Executive Vice President and Director
------------------------------------------
Ernie L. Danner
* Director
------------------------------------------
C. Kent May
* Director
------------------------------------------
William M. Pruellage
* Director
------------------------------------------
Edmund P. Segner III
* Director
------------------------------------------
Samuel Urcis
*By: /s/ STEPHEN A. SNIDER
-------------------------------
Stephen A. Snider
Attorney-in-fact
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EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
------- -----------
3.1 -- Restated Certificate of Incorporation of Universal
Compression Holdings, Inc. (incorporated by reference to
Exhibit 3.1 to Registrant's Quarterly Report on Form 10-Q
for the quarter ended June 30, 2000).
3.2 -- Restated Bylaws of Universal Compression Holdings, Inc.
(incorporated by reference to Exhibit 3.2 to Registrant's
Quarterly Report on Form 10-Q for the quarter ended June
30, 2000).
4.1 -- Registration Agreement, dated September 15, 2000, among
Universal Compression Holdings, Inc., the Reuben James
Helton Trust Dated January 24, 2000, and Michael Pahl
(incorporated by reference to Exhibit 4.1 to Registrant's
Registration Statement on Form S-3 (Reg. No. 333-46208)
filed on September 20, 2000).
5.1* -- Opinion of King & Spalding as to the legality of the
common stock being registered.
10.1 -- Escrow Agreement, dated September 15, 2000, among
Universal Compression Holdings, Inc., the Reuben James
Helton Trust Dated January 24, 2000, and Michael Pahl
(incorporated by reference to Exhibit 10.1 to
Registrant's Current Report on Form 8-K filed on
September 29, 2000).
23.1* -- Consent of King & Spalding (included as part of its
opinion filed as Exhibit 5.1).
23.2* -- Consent of Deloitte & Touche LLP.
---------------
* Filed herewith.