<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to (Section)240.14a-11(c) or
(Section)240.14a-12
EQUITY COMPRESSION SERVICES CORPORATION
--------------------------
(Name of Registrant as specified in its Charter)
Payment of Filing Fee (check the appropriate box):
[X] No Fee Required.
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount previously paid:
-------------------------------
(2) Form, Schedule or Registration Statement No.:
--------
(3) Filing party:
-------------------------------------
(4) Date filed:
-----------------------------------
<PAGE>
[LETTERHEAD OF EQUITY COMPRESSION SERVICES CORPORATION]
Stockholders of
Equity Compression Services Corporation
The Board of Directors of Equity Compression Services Corporation (the
"Company") is seeking the approval of stockholders for a proposed amendment
to the Company's Certificate of Incorporation to (i) increase the Company's
authorized Common Stock from 40,000,000 shares of Common Stock to an
aggregate of 60,000,000 shares of Common Stock and (ii) to change the name of
the Company to OEC Compression Corporation.
The Board of Directors unanimously recommends that holders of the
Company's Common Stock CONSENT to the amendment to increase the authorized
Common Stock of the Company and to change the name of the Company.
The Consent Solicitation Statement on the following page describes the
matters being presented to the stockholders in this consent solicitation.
Because this solicitation of written consents is in lieu of a meeting of
stockholders, there will be no meeting of stockholders held in connection
with this consent solicitation.
We hope you will have your stock represented by signing, dating and
returning your consent in the enclosed envelope as soon as possible. If you
submit a properly executed consent by May 1, 1998, your stock will be voted
in favor of the proposed amendment. Any other action by you will have the
practical effect of voting against the proposed amendment.
Sincerely,
/s/ MATTHEW S. RAMSEY
---------------------
Matthew S. Ramsey
President & Chief Executive Officer
March 2, 1998
Dallas, Texas
<PAGE>
EQUITY COMPRESSION SERVICES CORPORATION
2501 CEDAR SPRINGS ROAD, SUITE 600
DALLAS, TEXAS 75204
CONSENT STATEMENT
-------------------------
GENERAL INFORMATION
This Consent Statement is furnished in connection with the solicitation
by the management and Board of Directors of Equity Compression Services
Corporation, an Oklahoma corporation (the "Company"), of written consents to
act without a stockholder meeting as provided in Oklahoma law to approve the
following matters:
1. To consider and act upon a proposal to approve an amendment to the
Company's Certificate of Incorporation to increase the number of authorized
shares of Common Stock, par value $.01 per share, from 40,000,000 shares to
60,000,000 shares; and
2. To consider and act upon a proposal to approve an amendment to the
Company's Certificate of Incorporation to change the name of the Company to
"OEC Compression Corporation."
A copy of the proposed Amendment to the Company's Certificate of
Incorporation is attached hereto as Exhibit A.
The approximate date upon which this Consent Statement and the form of
consent are being mailed to the stockholders of the Company is March 3, 1998.
EXPENSES OF SOLICITATION
The expenses in connection with the solicitation of consents, including
the cost of preparing, handling, printing and mailing the Consent Statement
and form of consent, have been or will be borne by the Company. The Company
may reimburse banks, brokerage houses and other custodians, nominees and
fiduciaries for reasonable expenses incurred in sending consent material to
their principals to obtain authorization for the execution of consents.
Directors, officers and other employees of the Company may solicit
proxies personally, by telephone or telegram, from some stockholders if
consents are not received promptly.
VOTE REQUIRED
Under applicable provisions of Oklahoma law, action that may be taken at
any annual or special meeting of stockholders may also be taken without a
meeting, without prior notice and without a vote, if unrevoked consents in
writing to such action are signed by
<PAGE>
the holders of not less than a majority of the outstanding shares of Common
Stock.
As of the Record Date (I.E. March 2, 1998), there were 29,102,144 shares
outstanding. Accordingly, the consents will be effective when stockholders
holding at least 14,551,073 shares of Common Stock shall have executed and
delivered consents to the Company.
A consent card ("Consent Card") is enclosed with this Consent Statement.
Stockholders are requested to mark, sign and date the enclosed Consent Card
promptly and return it in the envelope provided with these materials, which
requires no postage if mailed within the United States.
REVOCABILITY OF CONSENTS
Any stockholder executing a Consent retains the right to revoke it by
delivery of notice in writing, or delivery of a Consent bearing a later date,
to the Secretary of the Company at any time prior to such time as Consents
executed by the holders of the majority of the outstanding shares of the
Company, which are valid and unrevoked, have been presented to the Company.
No Consent solicited hereunder shall be effective as a written consent by a
stockholder for approval of the Amendment unless, within 60 days of the
earliest dated Consent delivered to the Company, written Consents approving
the Amendment signed by a majority of the stockholders of the Company are
delivered to the Company.
CONSENT PROCEDURE
Section 1073 of the Oklahoma Corporation Law of the State of Oklahoma
states that, unless otherwise provided in the certificate of incorporation,
any action that may be taken at any annual or special meeting of
stockholders, may be taken without a meeting, without prior notice and
without a vote, if consents in writing, setting forth the action so taken,
shall be signed by the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were present
and voted, and those consents are delivered to the Company as set out in that
Section.
The Company's Certificate of Incorporation contains no provision or
language in any way limiting the right of stockholders of the Company to take
action by written consent. Thus, in the case of this Consent Solicitation,
written, unrevoked consents of the holders of at least a majority of the
outstanding shares of Common Stock as of the Record Date (defined below) must
be delivered to the Company to effect approval of the Amendment. As of the
Record Date, there were 29,102,144 shares of Common Stock
-2-
<PAGE>
issued and outstanding. Each share of Common Stock is entitled to one vote.
Section 1058 of the Oklahoma General Corporation Law sets forth the
rules for ascertaining the record date to determine which stockholders of a
corporation are eligible to consent to action by written consent pursuant to
Section 1073 of the Oklahoma General Corporation Law. Pursuant to Section
1058 of the Oklahoma General Corporation Law, the record date for
determination of the stockholders entitled to consent to corporate action may
be determined by the Board of Directors, and has been established by the
Board of Directors of the Company as March 2, 1998 (the "Record Date").
PROPOSAL TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
The Board of Directors has approved and recommends that the stockholders
approve and adopt a proposal to amend the Certificate of Incorporation of the
Company (the "Proposed Amendment") to increase the number of authorized
shares of the Company's common stock, par value $.01 per share (the "Common
Stock"), from 40,000,000 shares to 60,000,000 shares (the number of
authorized shares of the Company's preferred stock, par value $1.00 per
share, will remain unchanged at 1,000,000 shares). The Proposed Amendment
will amend the first sentence of Article Fourth of the Company's Certificate
of Incorporation to read as follows:
"The aggregate number of shares of all classes of stock which the
Corporation shall have authority to issue is 61,000,000, 60,000,000 of
which shall be Common Stock of the par value of $.01 per share (hereinafter
called "Common Stock") and 1,000,000 of which shall be Preferred Stock of
the par value of $1.00 per share (hereinafter called "Preferred Stock")."
The Company's current Certificate of Incorporation provide that the
Company is authorized to issue up to 40,000,000 shares of Common Stock.
Approximately 29,102,144 shares of Common Stock are currently issued,
9,000,000 shares of Common Stock are reserved for issuance on the exercise of
two separate warrants granted to a stockholder and to a lender of the Company
and approximately 1,556,740 additional shares of Common Stock are estimated
to be reserved for issuance in connection with the Company's employee benefit
plans and non-qualified option grants. Accordingly, approximately 341,116
authorized but unissued and unreserved shares of Common Stock are available
for general use by the Company on an unrestricted basis. The proposed
amendment would increase the authorized shares of Common Stock of the Company
from 40,000,000 shares to 60,000,000 shares.
-3-
<PAGE>
The Board of Directors recommends the increase in authorized shares of
Common Stock to enable the Company to have additional shares of common stock
available for issuance in connection with future acquisitions, public or
private offerings, conversions of convertible securities, employee benefit
plans, stock splits effected in the form of stock dividends, and other
general corporate purposes. Increasing the authorized shares of Common Stock
will give the Company greater flexibility and will allow the Company to issue
additional shares of Common Stock for the purposes described above, subject
to the requirements of the NASDAQ System and any exchange that the Company's
common stock may later be listed on.
The Company has no current plans, agreements or arrangements for the
issuance of additional shares of Common Stock, other than the issuance of
shares pursuant to its stock option and other employee benefit plans.
The additional authorized shares of Common Stock would also be available
for issuance (subject to further stockholder approval if required by law or
stock exchange rules as noted above) at such times and for such proper
corporate purposes as the Board of Directors may approve, including possible
future financing and acquisition transactions. Depending upon the nature and
terms thereof, such transactions could enable the Board to render more
difficult an attempt by a third party to obtain control of the Company. For
example, the issuance of shares of Common Stock in a public or private sale,
merger, or similar transaction would increase the number of the Company's
outstanding shares of Common Stock, thereby diluting the interest of a party
seeking to acquire control of the Company.
PROPOSAL TO CHANGE THE NAME OF THE COMPANY
The Board of Directors has approved and recommends that the stockholders
approve and adopt a proposal to amend the Certificate of Incorporation of the
Company to change the corporate name of the Company to "OEC Compression
Corporation." The Company was formed in 1989 to consolidate the businesses
and assets of Equity Compressors, Inc. and ten oil and gas limited
partnerships sponsored by Hawkins Oil & Gas, Inc. ("Hawkins Oil & Gas"). As
a result of the consolidation, Hawkins Oil & Gas originally became the
Company's largest stockholder, and the Company subleased office space from
and shared certain administrative services with Hawkins Oil & Gas through the
end of 1995. In 1996, the Company changed its name to Equity Compression
Services Corporation. In 1997, the Company acquired the stock of Ouachita
Energy Corporation and the assets of two related companies which operated
under the name Ouachita Energy. The Board of Directors believes the change in
the corporate name to "OEC Compression Corporation" will reflect the Ouachita
Acquisition and provide the Company with increased independent name
recognition.
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<PAGE>
The consent of the holders of a majority of the outstanding shares of
Common Stock is needed for the approval of this proposal.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE CHANGE IN CORPORATE NAME.
VOTING SECURITIES AND PRINCIPAL STOCKHOLDERS THEREOF
At the close of business on March 2, 1998, there were 29,102,144 issued and
outstanding shares of the Common Stock (exclusive of 9,067 shares held in
treasury) of the Company. Each holder of Common Stock is entitled to one vote
per share on all matters. Only stockholders of record at the close of business
on March 2, 1998, will be entitled to consent to the actions set forth herein.
The following table sets forth certain information, as of March 2, 1998,
regarding the beneficial ownership of the Company's Common Stock by (i) all
persons who were known by the Company to be beneficial owners of more than five
percent of the outstanding shares of Common Stock, (ii) each director and
nominee for director, (iii) all executive officers of the Company and (iv) all
the directors and executive officers of the Company as a group. Unless
otherwise noted, the Company believes that the beneficial owners named below
have sole voting and investment power with respect to such shares.
<TABLE>
NAME AND ADDRESS OF PERCENT
BENEFICIAL OWNER NUMBER OF SHARES OF CLASS
------------------- ---------------- --------
<S> <C> <C>
HACL, Ltd., ........................... 11,463,636(1) 31.23%
a Texas Limited Partnership
2838 Woodside Street,
Dallas, TX 75206
direct
Energy Investors....................... 4,136,364 14.21%
a Texas Joint Venture
2838 Woodside Street,
Dallas, TX 75206
direct
Hawkins Oil & Gas, Inc. ............... 1,296,582(2) 4.45%
400 S. Boston, Suite 800,
Tulsa, OK 74103
direct and indirect
Gregory & Cook, Inc. .................. 3,037,251 10.44%
7575 San Felipe, Suite 350,
Houston, TX 77063
direct
-5-
<PAGE>
Charles M. Butler, III................. 152,500(3) *
direct
James D. Finley........................ 148,788(4) *
direct and indirect
Neal A. Hawthorn....................... 3,333(5) *
direct
Clifford S. Lewis...................... 86,920(6) *
direct and indirect
Jack D. Brannon........................ 263,000(7) *
Don E. Smith........................... 979,111(8) 3.35%
direct and indirect
Richard D. Brannon..................... 3,280,469(9) 10.49%
direct and indirect
Ray C. Davis........................... 1,818,408(10) 6.00%
direct and indirect
Matthew S. Ramsey....................... 616,542(11) 2.09%
direct and indirect
Jon P. Stephenson....................... 1,092,378(12) 3.66%
direct and indirect
Kelcy L. Warren......................... 1,818,408(13) 6.00%
direct and indirect
Dennis Estis............................ 5,539,198(14) 19.03%
Direct
Andy Payne.............................. 181,812 *
Direct
All Directors and Executive Officers
as a Group (13 Persons)................ 15,980,867(15) 45.35%
</TABLE>
- ---------------------
* Less than 1%
(1) Includes 7,600,000 shares which may be acquired upon the exercise of
presently exercisable warrants. Does not include the 4,136,364 shares of Energy
Investors. HACL, Ltd. is the managing joint venturer of Energy Investors, but
is obligated to vote the shares as directed by the other joint venturers
(proportionately according to their interests) and HACL, Ltd. is not entitled to
participate in the distribution or profits attributable to the
-6-
<PAGE>
shares until the other joint venturers receive a specified annual return on
their investment in the shares.
(2) Includes 40,319 shares attributable to Hawkins Oil & Gas, Inc.'s general
partner interest in HX 1986, 19,522 shares attributable to its general partner
interest in Hawkins Exploration and 47,393 shares attributable to the Hawkins
Oil & Gas, Inc. Profit Sharing Plan.
(3) Includes 27,500 shares which may be acquired upon the exercise of presently
exercisable options.
(4) Includes 3,333 shares which may be acquired upon the exercise of presently
exercisable options and 145,455 share attributable to Mr. Finley's interest in
Energy Investors.
(5) Includes 3,333 shares which may be acquired upon the exercise of presently
exercisable options.
(6) Includes 55,000 shares which may be acquired upon the exercise of presently
exercisable options, and 31,920 shares held by the 401(k) Plan and allocated to
the account of Mr. Lewis.
(7) Includes 23,0000 shares which may be acquired upon the exercise of
presently exercisable options and 240,000 shares which may be acquired upon the
exercise of presently exercisable warrants.
(8) Includes 60,000 shares which may be acquired upon the exercise of presently
exercisable options, and 19,718 shares held by the 401(k) Plan and allocated to
the account of Mr. Smith.
(9) Includes 3,333 shares which may be acquired upon the exercise of presently
exercisable options, 1,101,136 shares attributable to Mr. Brannon's interest in
HACL, Ltd. and 2,165,999 shares which may be acquired upon the exercise of
presently exercisable warrants and which are attributable to Mr. Brannon's
interest in HACL, Ltd.
(10) Includes 3,333 shares which may be acquired upon the exercise of presently
exercisable options, 611,742 shares attributable to Mr. Davis' interest in HACL,
Ltd. and 1,203,333 shares which may be acquired upon the exercise of presently
exercisable warrants and which are attributable to Mr. Davis' interest in HACL,
Ltd.
(11) Includes 35,000 shares which may be acquired upon the exercise of presently
exercisable options, 193,182 shares attributable to Mr. Ramsey's interest in
HACL, Ltd. and 388,360 shares which may be acquired upon the exercise of
presently exercisable warrants and which are attributable to Mr. Ramsey's
interest in HACL, Ltd.
(12) Includes 3,333 shares which may be acquired upon the exercise of presently
exercisable options, 367,045 shares attributable to
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<PAGE>
Mr. Stephenson's interest in HACL, Ltd. and 721,999 shares which may be
acquired upon the exercise of presently exercisable warrants which are
attributable to Mr. Stephenson's interest in HACL, Ltd.
(13) Includes 3,333 shares which may be acquired upon the exercise of presently
exercisable options, 611,742 shares attributable to Mr. Warren's interest in
HACL, Ltd. and 1,203,333 shares which may be acquired upon the exercise of
presently exercisable warrants and which are attributable to Mr. Warren's
interest in HACL, Ltd.
(14) Excludes 1,380,675 shares which are held by the ex-wife of the Mr. Estis.
Mr. Estis disclaims beneficial ownership of such shares.
(15) Includes 217,165 shares which may be acquired upon the exercise of
presently exercisable options, 51,638 shares held by the 401(k) Plan and
allocated to the accounts of such individuals, 2,884,847 shares attributable to
such persons' interests in HACL, Ltd., 5,923,024 shares which may be acquired
upon the exercise of presently exercisable warrants and which are attributable
to such persons' interests in HACL, Ltd. and 145,455 shares which are
attributable to Mr. Finley's interest in Energy Investors.
CERTAIN RELATIONSHIPS AND INTEREST IN CERTAIN TRANSACTIONS
On August 6, 1997, the Company consummated the acquisition of all of the
stock ownership of Ouachita Energy Corporation and the acquisition of
substantially all of the assets of two affiliated corporations (collectively
referred to herein as the "Ouachita Companies") for 7.6 million shares of Common
Stock and the payment in cash or assumption of debt of $21 million. Dennis
Estis was the principal stockholder of the Ouachita Companies and Andy Payne was
a stockholder and served as chief financial officer of the Ouachita Companies.
Following the closing of such transaction, Mr. Estis and Payne were elected to
the Board of Directors of the Company. In January of 1997, the Company exchange
286,976 shares of Common Stock for the cancellation of approximately $699,000 of
indebtedness owed by the Company to Mr. Estis and an affiliated company.
On December 19, 1996, the Company consummated the sale of 8,000,000 shares
of its Common Stock, and warrants which, upon satisfying certain vesting
requirements, entitle the holder to purchase up to an additional 8,000,000
shares of Common Stock at a price of $.91 per share (the "Warrants"). The sales
of the Common Stock and Warrants were made pursuant to the terms and conditions
of the Stock Purchase Agreement dated October 16, 1996, between the Company and
HACL, Ltd., a Texas limited partnership ("HACL"). All of the Warrants and
3,863,636 of the shares of Common Stock were issued to HACL and 4,136,364 shares
of Common Stock were issued to HACL's designee, Energy Investors ("Energy
Investors"), a Texas joint venture of which HACL is the managing joint venture
partner,
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<PAGE>
for aggregate consideration of $4,400,000 in cash. The general partner of
HACL is Six-Dawaco, Inc., a Texas corporation, whose directors and executive
officers are Ray C. Davis and Kelcy L. Warren. Ray C. Davis, Kelcy L.
Warren, Matthew S. Ramsey, Richard D. Brannon and Jon P. Stephenson are each
limited partners in HACL. James D. Finley is a joint venture partner in
Energy Investors.
Pursuant to the Stock Purchase Agreement, HACL was granted the right to
designate up to eight directors of the Registrant upon consummation of the
transaction. Following such consummation, John B. Hawkins, Donald C. Nejedly
and David J. Parsons resigned as directors of the Company, and HACL's designees,
Ray C. Davis, Kelcy L. Warren, Matthew S. Ramsey, Richard D. Brannon and Jon P.
Stephenson, were elected to serve as directors. Under the terms of the Stock
Purchase Agreement, the Company has agreed to hereafter include among its
nominees for the Board of Directors a sufficient number of persons designated by
HACL such that the percentage of directors proposed to be composed of HACL's
designees is approximately proportionately equal to HACL's percentage ownership
of the Company's total outstanding shares of Common Stock.
Hawkins Oil & Gas, Inc. ("Hawkins Oil & Gas") owns in excess of 6% of the
outstanding stock of the Company, two of the principals of Hawkins Oil & Gas,
Mr. John B. Hawkins and Mr. James F. Hawkins, Jr., served as Directors of the
Company in 1996 and Mr. Clifford S. Lewis, an officer and shareholder of Hawkins
Oil & Gas, continues to be a director of the Company. In March of 1996, the
Company and Hawkins Oil & Gas, Inc. entered into an agreement pursuant to which
the sublease of office space by the Company from Hawkins Oil & Gas was
terminated as of December 31, 1995, operations of certain oil and gas properties
owned jointly by the Company and Hawkins Oil & Gas were transferred to the
Company and the parties agreed (i) upon the method of allocating the
compensation of Mr. Lewis (who, at the time of the execution of the agreement,
was servicing as a Vice President, Treasurer and Secretary of the Company) and
other shared employees, (ii) to the joint access to certain geologic and
production data maintained by the Company (which data the Company agreed to
transfer to Hawkins Oil & Gas at no cost if the Company should sell all or
substantially all of its oil and gas assets or terminate its active involvement
in the business of oil and gas exploration, development and production) and
computer data and facilities maintained by Hawkins Oil & Gas, (iii) to
participate jointly in the administration of their respective self-insured
health plans, and (iv) that the Company would have the right to participate in
an oil and gas concession in Pakistan which Hawkins Oil & Gas is pursuing. By a
subsequent agreement with Hawkins Oil & Gas and Messrs. John B Hawkins and James
F. Hawkins, Jr., the Company agreed to change its name from Hawkins Energy
Corporation prior to January 1, 1997 and to transfer to Mr. James F. Hawkins,
Jr. title to the motor vehicle that he had been using as a company vehicle while
an officer and director of the Company.
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<PAGE>
EXHIBIT A
CERTIFICATE OF AMENDMENT TO THE
CERTIFICATE OF INCORPORATION OF
EQUITY COMPRESSION SERVICES CORPORATION
(FORMERLY KNOWN AS HAWKINS ENERGY CORPORATION)
TO: THE SECRETARY OF STATE OF OKLAHOMA
State Capitol Building
Oklahoma City, Oklahoma 73105
The undersigned Oklahoma corporation, for the purpose of amending its
Certificate of Incorporation as field on June 30, 1989, and as amended on
December 19, 1996, as provided by Section 1077 of the Oklahoma General
Corporation Act, hereby certifies:
1. That the name of the corporation is:
Equity Compression Services Corporation
2. The name of the corporation has been changed to
OEC Compression Corporation
3. The first sentence of Article Fourth of the Certificate of
Incorporation is hereby amended to read as follows:
"The aggregate number of shares of all classes of stock which the
Corporation shall have authority to issue is 61,000,000,
60,000,000 of which shall be Common Stock of the par value of
$.01 per share (hereinafter called 'Common Stock') and 1,000,000
of which shall be Preferred Stock of the par value of $1.00 per
share (hereinafter called 'Preferred Stock')."
4. All other remaining provisions of the Certificate of Incorporation not
amended hereby shall remain unchanged and in full force and effect.
That the Board of Directors, acting by unanimous written consent without a
meeting pursuant to Section 1027 of the Oklahoma General Corporation Act,
approved and adopted the foregoing amendment to the Certificate of Incorporation
of said corporation (the "Amendment"), declaring the Amendment to be advisable
and calling a meeting of the shareholder of said corporation for consideration
thereof.
A-1
<PAGE>
That thereafter, pursuant to said resolution of the Board of Directors of
said corporation, the shareholders of said corporation, approved and adopted the
proposed Amendment pursuant to written Consent signed by, the holders of a
majority of the outstanding shares of Common Stock pursuant to Section 1073 of
Oklahoma General Act.
IN WITNESS WHEREOF, said HAWKINS ENERGY CORPORATION, has caused its
corporate seal to be affixed hereto and this Amendment to be signed by its
President and Secretary this __ day of _______________, 1998.
EQUITY COMPRESSION SERVICES
CORPORATION
ATTEST:
By: By:
--------------------------- ------------------------------------
--------------------------- MATTHEW S. RAMSEY
A-2
<PAGE>
EQUITY COMPRESSION SERVICES CORPORATION
CONSENT CARD
CONSENT BY STOCKHOLDERS OF EQUITY COMPRESSION SERVICES CORPORATION TO
ACTION WITHOUT A MEETING
THIS CONSENT IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned, a stockholder of record of Equity Compression Services
Corporation (the "Company"), hereby consents, withholds consent or abstains
from consent pursuant to Section 1073 of the Oklahoma General Corporation
Act, with respect to all shares of common stock, par value $0.01 per share of
the Company (the "Common Stock") held by the undersigned to the following
action without a meeting, without prior notice and without a vote:
THE BOARD OF DIRECTORS OF EQUITY COMPRESSION SERVICES CORPORATION RECOMMENDS
THAT THE STOCKHOLDERS OF THE COMPANY CONSENT TO EACH OF THE FOLLOWING
RESOLUTIONS:
RESOLVED, that Article Four of the Company's Certificate of Incorporation
be amended to increase from 40,000,000 shares of Common Stock to 60,000,000
shares of Common Stock the aggregate number of authorized shares of Common
Stock.
/ /CONSENT / /CONSENT WITHHELD / /ABSTAIN
RESOLVED, that the name of the Corporation be changed to OEC Compression
Corporation.
/ /CONSENT / /CONSENT WITHHELD / /ABSTAIN
INSTRUCTION: TO CONSENT, WITHHOLD CONSENT OR ABSTAIN FROM CONSENTING TO THE
ABOVE RESOLUTION, CHECK THE APPROPRIATE BOX ABOVE.
PLEASE SIGN, DATE AND RETURN THIS CONSENT PROMPTLY, USING THE ENCLOSED
ENVELOPE
PLEASE SIGN BELOW EXACTLY AS NAME APPEARS ON THIS CONSENT. If shares are
registered in more than one name, the signatures of all such persons are
required. A corporation should sign in its full corporate name by a duly
authorized officer, stating his title. Trustees, guardians, executors and
administrators should sign in their official capacity giving their full title
as such. If a partnership, please sign in the partnership name by authorized
persons.
-------------------------------------------
Signature
-------------------------------------------
Signature if held jointly
-------------------------------------------
Title or authority (if applicable)
-------------------------------------------
Dated
**THIS IS YOUR CONSENT CARD**
