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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2 TO
SCHEDULE 13D
Under the Securities Exchange Act of 1934
OEC COMPRESSION CORPORATION
(Formerly known as Equity Compression Services Corporation)
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(Name of Issuer)
Common Stock, $0.01 par value per share
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(Title of Class of Securities)
670827 10 4
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(CUSIP Number)
HACL, Ltd.
Energy Investors Joint Venture
2838 Woodside
Dallas, Texas 75201
(214) 891-7000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 25, 2000
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(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box [x].
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<CAPTION>
CUSIP NO. 670827 10 4 PAGE 2 OF 7
OEC COMPRESSION CORPORATION
<S> <C> <C>
(1) Name of Reporting Person HACL, Ltd.
S.S. or I.R.S. Identification No. of Above Person I.D. No. 75-2679736
(2) Check the Appropriate box if a Member of a Group (See (a)
instructions) (b) x
(3) SEC Use Only
-------------------
(4) Source of Funds (See instructions) WC
(5) Check if Disclosure of Legal Proceedings is required Not Applicable
pursuant to Items 2(d) or 2(e)
(6) Citizenship or Place of Organization: Texas
Number of shares beneficially owned by each reporting person
with:
(7) Sole Voting Power 3,863,636
---------
(8) Shared Voting Power 8,000,000
---------
(9) Sole Dispositive Power 3,863,636
---------
(10) Shared Dispositive Power 8,000,000
---------
(11) Aggregate Amount Beneficially Owned by Each 3,863,636
Reporting Person ---------
(12) Check if the Aggregate Amount in Row (11) Excludes Not applicable
Certain Shares (See Instructions)
(13) Percent of Class Represented by Amount in Row (11) 13.2%
(14) Type of Reporting Person (See Instructions) PN
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CUSIP NO. 670827 10 4 PAGE 3 OF 7
OEC COMPRESSION CORPORATION
<S> <C> <C>
(1) Name of Reporting Person Energy Investors Joint Venture
S.S. or I.R.S. Identification No. of Above Person I.D. No. 75-2679737
(2) Check the Appropriate box if a Member of a Group (See (a)
instructions) (b) x
(3) SEC Use Only
------------------------
(4) Source of Funds (See instructions) WC
(5) Check if Disclosure of Legal Proceedings is required Not Applicable
pursuant to Items 2(d) or 2(e)
(6) Citizenship or Place of Organization: Texas
Number of shares beneficially owned by each reporting person
with:
(7) Sole Voting Power 4,136,364
---------
(8) Shared Voting Power 8,000,000
---------
(9) Sole Dispositive Power 4,136,364
---------
(10) Shared Dispositive Power 8,000,000
---------
(11) Aggregate Amount Beneficially Owned by Each
Reporting Person 4,136,364
---------
(12) Check if the Aggregate Amount in Row (11) Excludes Not applicable
Certain Shares (See Instructions)
(13) Percent of Class Represented by Amount in Row (11) 14.2%
(14) Type of Reporting Person (See Instructions) PN
</TABLE>
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CUSIP NO. 670827 10 4 PAGE 4 OF 7
OEC COMPRESSION CORPORATION
The Statement relates to Common Stock, par value $0.01 per share, of
OEC Compression Corporation (formerly known as Equity Compression Services
Corporation), an Oklahoma corporation (the "Company") held by HACL, Ltd., a
Texas limited partnership and Energy Investors Joint Venture, a Texas joint
venture.
Item 4. PURPOSE OF TRANSACTION.
Add the following:
On May 25, 2000, HACL and Energy Investors together with the
Company, Ray C. Davis, Kelcy L. Warren, Matthew S. Ramsey, Jack D. Brannon,
Richard D. Brannon, Neal A. Hawthorn, Jon P. Stephenson, entered into a
Limited Standstill Agreement effective May 5, 2000 (the "Standstill
Agreement") with Dennis Estis, C.M. Butler, III, Don A. Smith and Robert
Gregory. The Standstill Agreement, attached hereto as an exhibit, was entered
into so as to ensure that the process of selling the Company (the "Sales
Process") currently underway is not impeded by the proxy fight over the
election of directors. The Standstill Agreement provides that between May 5
and June 5, 2000, none of the parties to the agreement shall (i) institute
any litigation concerning the annual meting set for July 13, 2000, or the
solicitation of proxies for the annual meeting, or (ii) solicit proxies by
means of newspaper ads or by means of mass or general mailings to the
shareholders of the Company. All parties agreed to support the Sales Process.
The parties also agreed that there will be weekly updates as to the Sales
Process at which time all directors will be invited to participate.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
Add the following:
On May 25, 2000, HACL and Energy Investors together with the
Company, Ray C. Davis, Kelcy L. Warren, Matthew S. Ramsey, Jack D. Brannon,
Richard D. Brannon, Neal A. Hawthorn, Jon P. Stephenson, entered into a
Limited Standstill Agreement effective May 5, 2000 (the "Standstill
Agreement") with Dennis Estis, C.M. Butler, III, Don A. Smith and Robert
Gregory. The Standstill Agreement, attached hereto as an exhibit, was entered
into so as to ensure that the process of selling the Company (the "Sales
Process") currently underway is not impeded by the proxy fight over the
election of directors. The Standstill Agreement provides that between May 5
and June 5, 2000, none of the parties to the agreement shall (i) institute
any litigation concerning the annual meting set for July 13, 2000, or the
solicitation of proxies for the annual meeting, or (ii) solicit proxies by
means of newspaper ads or by means of mass or general mailings to the
shareholders of the Company. All parties agreed to support the Sales Process.
The parties also agreed that there will be weekly updates as to the Sales
Process at which time all directors will be invited to participate.
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CUSIP NO. 670827 10 4 PAGE 5 OF 7
OEC COMPRESSION CORPORATION
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Add the following;
On May 25, 2000, HACL and Energy Investors together with
the Company, Ray C. Davis, Kelcy L. Warren, Matthew S. Ramsey, Jack D.
Brannon, Richard D. Brannon, Neal A. Hawthorn, Jon P. Stephenson, entered
into a Limited Standstill Agreement effective May 5, 2000 (the "Standstill
Agreement") with Dennis Estis, C.M. Butler, III, Don A. Smith and Robert
Gregory. The Standstill Agreement, attached hereto as an exhibit, was entered
into so as to ensure that the process of selling the Company (the "Sales
Process") currently underway is not impeded by the proxy fight over the
election of directors. The Standstill Agreement provides that between May 5
and June 5, 2000, none of the parties to the agreement shall (i) institute
any litigation concerning the annual meting set for July 13, 2000, or the
solicitation of proxies for the annual meeting, or (ii) solicit proxies by
means of newspaper ads or by means of mass or general mailings to the
shareholders of the Company. All parties agreed to support the Sales Process.
The parties also agreed that there will be weekly updates as to the Sales
Process at which time all directors will be invited to participate.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Add the following:
Exhibit F - Limited Standstill Agreement
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CUSIP NO. 670827 10 4 PAGE 6 OF 7
OEC COMPRESSION CORPORATION
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned does hereby certify that the information set forth in this
statement is true, complete and correct.
DATE: May 28, 2000
HACL, LTD.
By: SIX-DAWACO, INC.,
General Partner
BY: /S/ RAY C. DAVIS
RAY C. DAVIS, PRESIDENT
ENERGY INVESTORS JOINT VENTURE
By: HACL, LTD.,
Managing Joint Venture Partner
By: SIX-DAWACO, INC.,
General Partner
BY: /S/ RAY C. DAVIS
RAY C. DAVIS, PRESIDENT
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT
CONSTITUTE FEDERAL CRIMINAL VIOLATION (SEE 18 U.S.C. Section 1001).
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CUSIP NO. 670827 10 4 PAGE 7 OF 7
OEC COMPRESSION CORPORATION
EXHIBIT INDEX PAGE
Exhibit F - Limited Standstill Agreement
