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UNITED STATES
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): July 30, 2007
UNIVERSAL COMPRESSION HOLDINGS, INC.
UNIVERSAL COMPRESSION, INC.
(Exact name of registrants as specified in their charters)
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Delaware
Texas
(State or other jurisdiction
of incorporation)
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001-15843
333-48279
(Commission File Number)
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13-3989167
74-1282680
(IRS Employer
Identification No.) |
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4444 Brittmoore Road
Houston, Texas
(Address of principal executive offices)
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77041
(Zip Code) |
Registrants telephone number, including area code: (713) 335-7000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
TABLE OF CONTENTS
ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
Amendments to Employee Stock Purchase Plan and 401(k) Retirement and Savings Plan
On July 30, 2007, Universal Compression Holdings, Inc. (Holdings) amended its Employee Stock
Purchase Plan (ESPP) and the 401(k) Retirement and Savings Plan (the 401(k) Plan) of Universal
Compression, Inc., a wholly owned subsidiary of Holdings. The following named executive officers
participate in the ESPP and the 401(k) Plan:
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Stephen A. Snider; |
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Ernie L. Danner; |
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J. Michael Anderson; |
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Kirk E. Townsend; and |
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D. Bradley Childers. |
ESPP
The ESPP amendment provides that the final offering period for participants to purchase common
stock under the ESPP will terminate on the trading day immediately prior to the date of closing of
the pending transaction (the Merger) with Hanover Compressor Company (Hanover) pursuant to the
Agreement and Plan of Merger, dated as of February 5, 2007, as amended, by and among Holdings,
Hanover, Exterran Holdings, Inc., Ulysses Sub, Inc. and Hector Sub, Inc. The shares of common stock
underlying all options outstanding under the ESPP immediately prior to the termination of the final
offering period shall be purchased by and issued to the respective participants on that date, and
the ESPP will terminate immediately prior to the closing of the Merger.
The foregoing description of the ESPP amendment is qualified in its entirety by reference to
the full text of the ESPP amendment. A copy of the ESPP amendment is filed as Exhibit 10.1 to this
Current Report on Form 8-K and is incorporated into this Item 5.02 by reference.
401(k) Plan
The amendment to the 401(k) Plan modifies the vesting period for employer contributions so
that all employer contributions in the accounts of active participants under the 401(k) Plan fully
vest as of the date of the closing of the Merger. Subsequent employer contributions will continue
to be subject to the plans normal vesting schedule.
The foregoing description of the amendment to the 401(k) Plan amendment is qualified in its
entirety by reference to the full text of the 401(k) Amendment. A copy of the 401(k) Plan
amendment is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated into this
Item 5.02 by reference.
Amendments to Certain Outstanding Awards
On July 30, 2007, the Compensation Committee of the Board of Directors of Holdings approved a
form of amendment to outstanding awards of unit appreciation rights (UARs) with respect to common
units of Universal Compression Partners, L.P. granted by Holdings (the UAR Amendment). The
following named executive officers are expected to execute UAR Amendments:
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Stephen A. Snider; |
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Ernie L. Danner; |
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J. Michael Anderson; |
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Kirk E. Townsend; and |
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D. Bradley Childers. |
Also on July 30, 2007, the Compensation Committee of the Board of Directors of Holdings
approved an amendment to the outstanding incentive and non-qualified stock option award agreements
under the Universal Compression Holdings, Inc. Incentive Stock Option Plan of Ernie Danner, its
Executive Vice President and Chief Operating Officer.
Also on that date, the Compensation Committee of the Board of Directors of UCO GP, LLC, a
Delaware limited liability company, which is the general partner of the general partner of
Universal Compression Partners, L.P. (the Partnership), approved a form of amendment to the unit
option award agreements under the Partnerships Long Term Incentive Plan (LTIP). The following
named executive officers of Holdings are expected to execute LTIP unit option award amendments:
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Stephen A. Snider; |
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Ernie L. Danner; |
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J. Michael Anderson; |
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Kirk E. Townsend; and |
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D. Bradley Childers. |
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UAR Amendment
The UAR Amendment effects, among other things, the following modifications to outstanding
grants of unit appreciation rights:
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The UARs of recipients who are terminated without cause, as defined in the UAR award
agreements, prior to the vesting date of January 1, 2009 will nonetheless vest on that date
and be exercisable until December 31, 2009; |
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The UARs of recipients who are terminated without cause following the vesting date of
January 1, 2009 will remain exercisable until December 31, 2009; and |
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Recipients who are terminated for specified other reasons can exercise their vested UARs
within three months of termination, but in no event later than December 31, 2009. |
The foregoing description of the UAR Amendment is qualified in its entirety by reference to
the full text of that amendment. A copy of the form of the UAR Amendment is filed as Exhibit 10.3
to this Current Report on Form 8-K and is incorporated into this Item 5.02 by reference.
Danner Amendment
The amendment to Mr. Danners outstanding option awards provides that any options that have
vested and are exercisable upon the date of termination of his employment with Holdings will
continue to be exercisable until the earlier of: (1) the tenth anniversary of the grant date of the
options or (2) ninety days after Mr. Danner ceases for any reason to be a member of the Board of
Directors of Exterran Holdings, Inc. However, if Mr. Danner is terminated with cause, any unvested
options will be terminated immediately and will not be exercisable.
The foregoing description of the amendment to Mr. Danners option awards is qualified in its
entirety by reference to the full text of that amendment, a copy of which is filed as Exhibit 10.4
to this Current Report on Form 8-K and is incorporated in this Item 5.02 by reference.
Universal Compression Partners Unit Option Award Amendment
The LTIP unit option award amendment effects, among other things, the following modifications
to outstanding grants of options to acquire common units of the Partnership:
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The options of recipients who are terminated without cause, as defined in the LTIP,
prior to the vesting date of January 1, 2009 will nonetheless vest on that date and be
exercisable until December 31, 2009; |
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The options of recipients who are terminated without cause following the vesting date of
January 1, 2009 will remain exercisable until December 31, 2009; and |
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Recipients who are terminated for specified other reasons can exercise their vested
options within three months of termination, but in no event later than December 31, 2009 |
The foregoing description of the LTIP unit option award amendment is qualified in its entirety
by reference to the full text of that amendment, a copy of which is filed as Exhibit 10.5 to this
Form 8-K and is incorporated into this Item 5.02 by reference.
Changes to Base Salaries
On July 30, 2007, the Compensation Committee of the Board of Directors of Holdings approved
changes to the annual base salaries of the following named executive
officers, effective July 1,
2007:
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New Base Salary |
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Stephen A. Snider |
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$572,000 |
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J. Michael Anderson |
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$322,000 |
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D. Bradley Childers |
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$312,000 |
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ITEM 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No. |
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Exhibit |
10.1
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Amendment Number Two to Universal Compression Holdings, Inc. Employee Stock
Purchase Plan. |
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10.2
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First Amendment to Universal Compression, Inc. 401(k) Retirement and Savings Plan. |
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10.3
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Form of Amendment to Grant of Unit Appreciation Rights. |
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10.4
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Form of Amendment to Incentive and Non-Qualified Stock Option Award Agreements of Ernie
L. Danner. |
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10.5
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Form of Amendment to Unit Option
Award Agreement. |
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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.
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UNIVERSAL COMPRESSION HOLDINGS, INC.
UNIVERSAL COMPRESSION, INC.
(Registrants)
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Date: August 3, 2007 |
By: |
/s/ J. MICHAEL ANDERSON
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J. Michael Anderson |
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Senior Vice President and Chief Financial
Officer |
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EXHIBIT INDEX
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Exhibit No. |
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Exhibit |
10.1
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Amendment Number Two to Universal Compression Holdings, Inc. Employee Stock
Purchase Plan. |
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10.2
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First Amendment to Universal Compression, Inc. 401(k) Retirement and Savings Plan. |
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10.3
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Form of Amendment to Grant of Unit Appreciation Rights. |
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10.4
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Form of Amendment to Incentive and Non-Qualified Stock Option Award Agreements of Ernie
L. Danner. |
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10.5
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Form of Amendment to Unit Option
Award Agreement. |
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