SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 1 )
under the Securities Exchange Act of 1934
OEC Compression Corporation
(Name of Issuer)
Common Stock, par value $1.00 per share
(Title of Class of Securities)
670827 10 4
(CUSIP Number)
Shareholder Preservation Committee
c/o Dennis W. Estis
3592 Waverly Circle
Destin, FL 32541
(850) 650-5874
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 21, 2000
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box.
-------------------------
<PAGE>
CUSIP NO. 420258 10 5
OEC COMPRESSION CORPORATION
1. Names of reporting persons: Dennis W. Estis
IRS Identification Nos. of above persons (entities only):_________________
2. Check the appropriate box if a Member of a Group (see instructions):
(a) [X]
(b) [ ]
3. SEC use only:
________________________________________________________________________
4. Source of funds (see instructions): OO
5. Check if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e): [ ]
6. Citizenship or Place of Organization: U.S.
Number of shares beneficially owned by each reporting person with:
7. Sole Voting Power 5,370,487
8. Shared Voting Power 4,420,422
9. Sole Dispositive Power 5,370,487
10. Shared Dispositive Power 0
11. Aggregate amount beneficially owned by each
reporting person: 9,790,909
12. Check box if the aggregate amount in Row 11 excludes certain shares
(see instructions): [ ]
13. Percent of class represented by amount in Row 11: 33.6%
14. Type of reporting person (see instructions): IN
1-A
<PAGE>
CUSIP NO. 420258 10 5
OEC COMPRESSION CORPORATION
1. Names of reporting persons: Robert P. Gregory, Jr.
IRS Identification Nos. of above persons (entities only):_________________
2. Check the appropriate box if a Member of a Group (see instructions):
(a) [X]
(b) [ ]
3. SEC use only:
________________________________________________________________________
4. Source of funds (see instructions): OO
5. Check if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e): [ ]
6. Citizenship or Place of Organization: U.S.
Number of shares beneficially owned by each reporting person with:
7. Sole Voting Power 0
8. Shared Voting Power 3,037,251
9. Sole Dispositive Power 3,037,251
10. Shared Dispositive Power 0
11. Aggregate amount beneficially owned by each
reporting person: 3,037,251
12. Check box if the aggregate amount in Row 11 excludes certain shares
(see instructions): [ ]
13. Percent of class represented by amount in Row 11: 10.5%
14. Type of reporting person (see instructions): IN
1-B
<PAGE>
CUSIP NO. 420258 10 5
OEC COMPRESSION CORPORATION
1. Names of reporting persons: Don E. Smith
IRS Identification Nos. of above persons (entities only):_________________
2. Check the appropriate box if a Member of a Group (see instructions):
(a) [X]
(b) [ ]
3. SEC use only:
________________________________________________________________________
4. Source of funds (see instructions): OO
5. Check if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e): [ ]
6. Citizenship or Place of Organization: U.S.
Number of shares beneficially owned by each reporting person with:
7. Sole Voting Power 0
8. Shared Voting Power 716,559
9. Sole Dispositive Power 716,559
10. Shared Dispositive Power 0
11. Aggregate amount beneficially owned by each
reporting person: 716,559
12. Check box if the aggregate amount in Row 11 excludes certain shares
(see instructions): [ ]
13. Percent of class represented by amount in Row 11: 2.5%
14. Type of reporting person (see instructions): IN
1-C
<PAGE>
CUSIP NO. 420258 10 5
OEC COMPRESSION CORPORATION
1. Names of reporting persons: Charles M. Butler, III
IRS Identification Nos. of above persons (entities only):_________________
2. Check the appropriate box if a Member of a Group (see instructions):
(a) [X]
(b) [ ]
3. SEC use only:
________________________________________________________________________
4. Source of funds (see instructions): PF
5. Check if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e): [ ]
6. Citizenship or Place of Organization: U.S.
Number of shares beneficially owned by each reporting person with:
7. Sole Voting Power 0
8. Shared Voting Power 144,166
9. Sole Dispositive Power 144,166
10. Shared Dispositive Power 0
11. Aggregate amount beneficially owned by each
reporting person: 144,166
12. Check box if the aggregate amount in Row 11 excludes certain shares
(see instructions): [ ]
13. Percent of class represented by amount in Row 11: 0.5%
14. Type of reporting person (see instructions): IN
1-D
<PAGE>
CUSIP NO. 420258 10 5
OEC COMPRESSION CORPORATION
1. Names of reporting persons: Frank W. Gagliardi
IRS Identification Nos. of above persons (entities only):_________________
2. Check the appropriate box if a Member of a Group (see instructions):
(a) [X]
(b) [ ]
3. SEC use only:
________________________________________________________________________
4. Source of funds (see instructions): PF
5. Check if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e): [ ]
6. Citizenship or Place of Organization: U.S.
Number of shares beneficially owned by each reporting person with:
7. Sole Voting Power 0
8. Shared Voting Power 75,582
9. Sole Dispositive Power 75,582
10. Shared Dispositive Power 0
11. Aggregate amount beneficially owned by each
reporting person: 75,582
12. Check box if the aggregate amount in Row 11 excludes certain shares
(see instructions): [ ]
13. Percent of class represented by amount in Row 11: 0.3%
14. Type of reporting person (see instructions): IN
1-E
<PAGE>
CUSIP NO. 420258 10 5
OEC COMPRESSION CORPORATION
1. Names of reporting persons: David F. Sahler
IRS Identification Nos. of above persons (entities only):_________________
2. Check the appropriate box if a Member of a Group (see instructions):
(a) [X]
(b) [ ]
3. SEC use only:
________________________________________________________________________
4. Source of funds (see instructions): PF
5. Check if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e): [ ]
6. Citizenship or Place of Organization: U.S.
Number of shares beneficially owned by each reporting person with:
7. Sole Voting Power 0
8. Shared Voting Power 6,100
9. Sole Dispositive Power 6,100
10. Shared Dispositive Power 0
11. Aggregate amount beneficially owned by each
reporting person: 6,100
12. Check box if the aggregate amount in Row 11 excludes certain shares
(see instructions): [ ]
13. Percent of class represented by amount in Row 11: 0.0%
(less than 1/10
of one percent)
14. Type of reporting person (see instructions): IN
1-F
<PAGE>
CUSIP NO. 420258 10 5
OEC COMPRESSION CORPORATION
1. Names of reporting persons: Danny A. Nicos
IRS Identification Nos. of above persons (entities only):_________________
2. Check the appropriate box if a Member of a Group (see instructions):
(a) [X]
(b) [ ]
3. SEC use only:
________________________________________________________________________
4. Source of funds (see instructions): PF
5. Check if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e): [ ]
6. Citizenship or Place of Organization: U.S.
Number of shares beneficially owned by each reporting person with:
7. Sole Voting Power 0
8. Shared Voting Power 12,678
9. Sole Dispositive Power 12,678
10. Shared Dispositive Power 0
11. Aggregate amount beneficially owned by each
reporting person: 12,678
12. Check box if the aggregate amount in Row 11 excludes certain shares
(see instructions): [ ]
13. Percent of class represented by amount in Row 11: 0.0%
(less than 1/10
of one percent)
14. Type of reporting person (see instructions): IN
1-G
<PAGE>
CUSIP NO. 420258 10 5
OEC COMPRESSION CORPORATION
1. Names of reporting persons: Walter Ernest Fischer III
IRS Identification Nos. of above persons (entities only):_________________
2. Check the appropriate box if a Member of a Group (see instructions):
(a) [X]
(b) [ ]
3. SEC use only:
________________________________________________________________________
4. Source of funds (see instructions): PF
5. Check if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e): [ ]
6. Citizenship or Place of Organization: U.S.
Number of shares beneficially owned by each reporting person with:
7. Sole Voting Power 0
8. Shared Voting Power 2,768
9. Sole Dispositive Power 2,768
10. Shared Dispositive Power 0
11. Aggregate amount beneficially owned by each
reporting person: 2,768
12. Check box if the aggregate amount in Row 11 excludes certain shares
(see instructions): [ ]
13. Percent of class represented by amount in Row 11: 0.0%
(less than 1/10
of one percent)
14. Type of reporting person (see instructions): IN
1-H
<PAGE>
CUSIP NO. 420258 10 5
OEC COMPRESSION CORPORATION
1. Names of reporting persons: Tommy Preston Nicar
IRS Identification Nos. of above persons (entities only):_________________
2. Check the appropriate box if a Member of a Group (see instructions):
(a) [X]
(b) [ ]
3. SEC use only:
________________________________________________________________________
4. Source of funds (see instructions): OO
5. Check if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e): [ ]
6. Citizenship or Place of Organization: U.S.
Number of shares beneficially owned by each reporting person with:
7. Sole Voting Power 0
8. Shared Voting Power 361,389
9. Sole Dispositive Power 361,389
10. Shared Dispositive Power 0
11. Aggregate amount beneficially owned by each
reporting person: 361,389
12. Check box if the aggregate amount in Row 11 excludes certain shares
(see instructions): [ ]
13. Percent of class represented by amount in Row 11: 1.3%
14. Type of reporting person (see instructions): IN
1-I
<PAGE>
CUSIP NO. 420258 10 5
OEC COMPRESSION CORPORATION
1. Names of reporting persons: Robert Michael Scott
IRS Identification Nos. of above persons (entities only):_________________
2. Check the appropriate box if a Member of a Group (see instructions):
(a) [X]
(b) [ ]
3. SEC use only:
________________________________________________________________________
4. Source of funds (see instructions): PF
5. Check if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e): [ ]
6. Citizenship or Place of Organization: U.S.
Number of shares beneficially owned by each reporting person with:
7. Sole Voting Power 0
8. Shared Voting Power 54,902
9. Sole Dispositive Power 54,902
10. Shared Dispositive Power 0
11. Aggregate amount beneficially owned by each
reporting person: 54,902
12. Check box if the aggregate amount in Row 11 excludes certain shares
(see instructions): [ ]
13. Percent of class represented by amount in Row 11: 0.2%
14. Type of reporting person (see instructions): IN
1-J
<PAGE>
CUSIP NO. 420258 10 5
OEC COMPRESSION CORPORATION
1. Names of reporting persons: Robert T. Yount
IRS Identification Nos. of above persons (entities only):_________________
2. Check the appropriate box if a Member of a Group (see instructions):
(a) [X]
(b) [ ]
3. SEC use only:
________________________________________________________________________
4. Source of funds (see instructions): PF
5. Check if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e): [ ]
6. Citizenship or Place of Organization: U.S.
Number of shares beneficially owned by each reporting person with:
7. Sole Voting Power 0
8. Shared Voting Power 2,080
9. Sole Dispositive Power 2,080
10. Shared Dispositive Power 0
11. Aggregate amount beneficially owned by each
reporting person: 2,080
12. Check box if the aggregate amount in Row 11 excludes certain shares
(see instructions): [ ]
13. Percent of class represented by amount in Row 11: 0.0%
(less than 1/10
of one percent)
14. Type of reporting person (see instructions): IN
1-K
<PAGE>
CUSIP NO. 420258 10 5
OEC COMPRESSION CORPORATION
1. Names of reporting persons: Brian L. Fuller
IRS Identification Nos. of above persons (entities only):_________________
2. Check the appropriate box if a Member of a Group (see instructions):
(a) [X]
(b) [ ]
3. SEC use only:
________________________________________________________________________
4. Source of funds (see instructions): PF
5. Check if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e): [ ]
6. Citizenship or Place of Organization: U.S.
Number of shares beneficially owned by each reporting person with:
7. Sole Voting Power 0
8. Shared Voting Power 3,615
9. Sole Dispositive Power 3,615
10. Shared Dispositive Power 0
11. Aggregate amount beneficially owned by each
reporting person: 3,615
12. Check box if the aggregate amount in Row 11 excludes certain shares
(see instructions): [ ]
13. Percent of class represented by amount in Row 11: 0.0%
(less than 1/10
of one percent)
14. Type of reporting person (see instructions): IN
1-L
<PAGE>
CUSIP NO. 420258 10 5
OEC COMPRESSION CORPORATION
1. Names of reporting persons: Clifford Anil Ware
IRS Identification Nos. of above persons (entities only):_________________
2. Check the appropriate box if a Member of a Group (see instructions):
(a) [X]
(b) [ ]
3. SEC use only:
________________________________________________________________________
4. Source of funds (see instructions): PF
5. Check if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e): [ ]
6. Citizenship or Place of Organization: U.S.
Number of shares beneficially owned by each reporting person with:
7. Sole Voting Power 0
8. Shared Voting Power 1,945
9. Sole Dispositive Power 1,945
10. Shared Dispositive Power 0
11. Aggregate amount beneficially owned by each
reporting person: 1,945
12. Check box if the aggregate amount in Row 11 excludes certain shares
(see instructions): [ ]
13. Percent of class represented by amount in Row 11: 0.0%
(less than 1/10
of one percent)
14. Type of reporting person (see instructions): IN
1-M
<PAGE>
CUSIP NO. 420258 10 5
OEC COMPRESSION CORPORATION
1. Names of reporting persons: Joseph Edwin Knight Dickey McReynolds
IRS Identification Nos. of above persons (entities only):_________________
2. Check the appropriate box if a Member of a Group (see instructions):
(a) [X]
(b) [ ]
3. SEC use only:
________________________________________________________________________
4. Source of funds (see instructions): PF
5. Check if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e): [ ]
6. Citizenship or Place of Organization: U.S.
Number of shares beneficially owned by each reporting person with:
7. Sole Voting Power 0
8. Shared Voting Power 337
9. Sole Dispositive Power 337
10. Shared Dispositive Power 0
11. Aggregate amount beneficially owned by each
reporting person: 337
12. Check box if the aggregate amount in Row 11 excludes certain shares
(see instructions): [ ]
13. Percent of class represented by amount in Row 11: 0.0%
(less than 1/10
of one percent)
14. Type of reporting person (see instructions): IN
1-N
<PAGE>
CUSIP NO. 420258 10 5
OEC COMPRESSION CORPORATION
1. Names of reporting persons: Michael Wayne Balcar, Jr.
IRS Identification Nos. of above persons (entities only):_________________
2. Check the appropriate box if a Member of a Group (see instructions):
(a) [X]
(b) [ ]
3. SEC use only:
________________________________________________________________________
4. Source of funds (see instructions): PF
5. Check if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e): [ ]
6. Citizenship or Place of Organization: U.S.
Number of shares beneficially owned by each reporting person with:
7. Sole Voting Power 0
8. Shared Voting Power 1,050
9. Sole Dispositive Power 1,050
10. Shared Dispositive Power 0
11. Aggregate amount beneficially owned by each
reporting person: 1,050
12. Check box if the aggregate amount in Row 11 excludes certain shares
(see instructions): [ ]
13. Percent of class represented by amount in Row 11: 0.0%
14. Type of reporting person (see instructions): IN
1-O
<PAGE>
This Amendment No. 1 by the filing persons to the Schedule 13D dated on April
27, 2000 and filed on April 28, 2000, hereby amends and restates the entire
Schedule 13D as follows:
Item 1. Security and Issuer.
The security to which this statement relates is the common stock, par value
$1.00 per share (the "Common Stock"), of OEC Compression Corporation, an
Oklahoma corporation (the "Company"). The principal offices of the Company are
located at 2501 Cedar Springs Road, Suite 600, Dallas, Texas 75201.
Item 2. Identity and Background.
The original Schedule 13D was filed by the Shareholder Preservation Committee
comprised of Dennis W. Estis ("Estis"), Robert P. Gregory, Jr. ("Gregory"), Don
E. Smith ("Smith"), and Charles M. Butler, III ("Butler") (collectively referred
to as the "Initial Filing Group"). On April 27, 2000, each member of the Initial
Filing Group entered into a Shareholders' Agreement effective April 27, 2000,
described below in Item 6 and attached as an exhibit (the "Shareholders'
Agreement"), granting Estis an irrevocable proxy to vote their shares of Common
Stock for the election and removal of directors at the next annual or special
meeting of shareholders. Subsequently, between May 17 and May 24, 2000, the
following persons executed joinders to the Shareholder's Agreement, forms of
which are attached hereto as exhibits: Frank W. Gagliardi, David F. Sahler,
Danny A. Nicos, Walter E. Fischer III, Tommy Preston Nicar, Robert Michael
Scott, Robert T. Yount, Brian L. Fuller, Clifford A. Ware, Joseph E. McReynolds,
and Michael W. Balcar, Jr.
These persons, together with the members of the Initial Filing Group, are
collectively referred to as the "Filing Group."
The members of the Filing Group are filing this statement as they may be deemed
to be a "group" within the meaning of Section 13(d)(3) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). Except as expressly
otherwise set forth in this statement, each member of the Filing Group disclaims
beneficial ownership of the shares of Common Stock beneficially owned by any
other member of the Filing Group or any other person. Most particularly, this
statement is being filed as a result of the granting of various irrevocable
proxies to Estis and the entry into various other arrangements, all as set forth
in the Shareholders' Agreement.
The name, residence and business address, present principal occupation or
employment, the name, principal place of business and address of any corporation
or other organization in which such employment is carried on, and the
citizenship of each member of the Filing Group is set forth below:
Dennis W. Estis is a citizen of the U.S. His residence address is 3592 Waverly
Circle, Destin FL 32541. His business address is 106 Comanche Trail, West
Monroe, LA 71201. He is President
2
<PAGE>
of Bayland Industries, LLC, a construction barge company, and is a director of
the Company (2501 Cedar Springs Road, Suite 600, Dallas TX 75201).
Robert P. Gregory, Jr. is a citizen of the U.S. His business address is 7575 San
Felipe, Ste. 350 Houston, TX 77063. His residence address is 11748 Duart,
Houston, Texas 77024. He is Chairman and CEO of Gregory & Cook, Inc. (7575 San
Felipe, Ste. 350 Houston, TX 77063).
Don E. Smith is a citizen of the U.S. His business and residence address is 134
Smith Lane, Columbia, MS 39429. He is a cattle rancher, the President and
principal owner of Smith Machine Works, Inc., a Vice President and principal
owner of Laird Construction, Inc., and a director of the Company.
Charles M. Butler, III is a citizen of the U.S. His residence address is 12673
Rip Van Winkle, Houston, Texas 77024. His business address is 2121 Sage Road,
Houston, Texas 77057. He is presently self employed as a financial and
regulatory consultant and is a director of the Company.
Frank W. Gagliardi is a citizen of the U.S. His residence address is 2574 E. 139
Street S., Bixby, OK 74008. His business address is 1783 71st Street S., Tulsa,
OK. He is a self-employed geologist.
David F. Sahler is a citizen of the U.S. His residence address is 5811 S. 79th
E. Avenue, Tulsa, OK 74145. He is retired.
Danny Nicos is a citizen of the U.S. His business and residence address is 1916
Kristi Lane, Weatherford, OK. He is a supervisor for the Company.
Walter Ernest Fischer III is a citizen of the U.S. His residence address is
Route 4, Box 245 D, Alice, TX 78332. His business address is P.O. Box 2457, West
Monroe, LA 71294. He is an assistant supervisor of the Company (P.O. Box 2457,
West Monroe, LA 71294).
Tommy P. Nicar is a citizen of the U.S. His residence address is Route 5, Box
5324-1A, Brazoria, TX. His business address is P.O. Box 2457, West Monroe, LA
71294. He is a regional manager for the Company.
Robert M. Scott is a citizen of the U.S. His residence address is 3202 E. 93rd,
Tulsa, OK 74137. His business address is 1831 E. 71st Street, Suite 135, Tulsa,
OK 74136. He is a manager for the Company.
Robert T. Yount is a citizen of the U.S. His residence address is 3614 Rushing,
Corpus Christi, TX 78410. His business address is P.O. Box 2457, West Monroe, LA
71294. He is employed by the Company.
Brian L. Fuller is a citizen of the U.S. His business and residence address is
11106 Cornelison, Wichita, KS 67212. He is a supervisor for the Company.
3
<PAGE>
Clifford A. Ware is a citizen of the U.S. His residence address is 2312 West
Avenue K, San Angelo, TX 76902. His business address is Box 5376, San Angelo, TX
76902. He is a plant supervisor for the Company.
Joseph E. McReynolds is a citizen of the U.S. His business and residence address
is P.O. Box 1031, Sondra, TX 76950. He is an assistant manager for Area 7 of the
Company.
Michael W. Balcar, Jr. is a citizen of the U.S. His business and residence
address is 12222 Fir Lane, Pinehurst, TX 77362. He is a supervisor for the
Company.
Each member of the Filing Group affirms that during the last five years, such
person (i) has NOT been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), or (ii) has NOT been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation of such
laws.
Information with respect to each member of the Filing Group is given solely by
such member and no member of the Filing Group has responsibility for the
accuracy or completeness of the information supplied by another member.
Item 3. Source and Amount of Funds or Other Consideration.
Estis has previously filed a Schedule 13D regarding his acquisition of 5,252,177
shares of Common Stock in exchange for his stock holdings in a company, Ouachita
Energy Corp., that was merged with the Company effective August 6, 1997. Estis
actually acquired 5,252,178 shares in this merger. In January 1998, the Company
issued an additional 286,976 shares of Common Stock to Estis in settlement of a
liability to Estis which was assumed by the Company in the merger. In February
1999, Estis purchased an aircraft from the Company in exchange for delivering a
yard truck and 175,333 shares to the Company, resulting in a current ownership
of 5,363,821 Shares. Estis has not made any other sales or purchases. In May
1999, Estis was granted an option to acquire 6,666 shares of Common Stock
through the Company's Director Stock Option Plan.
Gregory acquired approximately 2,887,251 shares of Common Stock in exchange for
all stock holdings in a company that was merged with the Company and he
purchased an additional approximately 150,000 shares from another shareholder of
the Company using personal funds, both of which events occurred over three years
ago. Gregory has not made any other sales or purchases. All of Gregory's shares
are owned of record by Gregory & Cook, Inc., a Delaware corporation he controls.
Smith acquired his shares of Common Stock in exchange for all stock holdings in
a company that became a wholly-owned subsidiary of the Company in 1993 and he
exercised an option to acquire an additional 60,000 shares from the Company in
1996, using personal funds. He also holds an option to acquire 10,000 shares at
$2.31 per share that was granted in May 1997 and an
4
<PAGE>
option to acquire 6,666 shares at $2.188 per share that was granted in June
1998. Smith has sold an aggregate of 222,000 shares in the open market from May
1997 through June 1998. He has not made any other purchases.
Butler acquired his shares of Common Stock with personal funds at various times
prior to 1995. He also holds options to acquire 29,166 shares from the Company
at various prices ranging from $.5625 to $2.31 per share that were granted in
1996, 1997, and 1998. Butler sold an aggregate of 10,000 shares in the open
market in 1997. He has not made any other purchases.
Frank Gagliardi acquired his shares of Common Stock with personal funds.
David Sahler acquired his shares of Common Stock with personal funds.
Danny Nicos acquired his shares of Common Stock through participation in the
Company's 401(k) Plan. Nicos has also been granted options to purchase 9,647
shares of Common Stock, of which 3,663 are exercisable within sixty days.
Walter Fischer acquired his shares of Common Stock through participation in the
Company's 401(k) Plan.
Tommy Nicar acquired his shares through the merger of Ouachita Energy
Corp. and the Company.
Robert Scott acquired some of his shares of Common Stock with personal funds. He
has also been granted options to purchase 108,340 shares of Common Stock, of
which 53,002 are exercisable within sixty days.
Robert Yount acquired his shares of Common Stock through participation in the
Company's 401(k) Plan.
Brian Fuller acquired his shares of Common Stock through participation in the
Company's 401(k) Plan. He has also been granted options to purchase 6,759 shares
of Common Stock, of which 1,371 are exercisable within sixty days.
Clifford Ware acquired his shares of Common Stock through participation in the
Company's 401(k) Plan.
Joseph McReynolds acquired his shares of Common Stock through participation in
the Company's 401(k) Plan.
Michael Balcar acquired his shares of Common Stock through participation in the
Company's 401(k) Plan.
All of the shares of Common Stock presently owned by members of the Filing Group
are subject to a Shareholders' Agreement described in Item 6 and attached hereto
as an exhibit. The source
5
<PAGE>
for capital contributions from each of the members of the Filing Group was
working capital or personal funds.
Item 4. Purpose of Transaction.
Since August 1997, Estis has been a director of the Company. He acquired most of
his shares of the Company's Common Stock in connection with the Company's August
1997 acquisition of Ouachita Energy Corp., which he founded in 1976. Since
August 1997 Estis has held his shares for investment only. As a result of a
serious deterioration in the liquidity and price of the Company's Common Stock
during 1998, Estis decided to review his investment objectives and inquired
whether other significant shareholders were becoming concerned about their
investment in the Company. On November 9, 1998 the members of the Initial Filing
Group (except Mr. Butler) agreed that Estis should approach the management of
the Company with a view to discussing with management specific steps assisting
the Company to increase shareholder value. They also agreed to enter into a
shareholders' agreement, granting irrevocable proxies to Estis, among other
things. Effective December 16, 1998, the Company, Estis and the parties to the
original Shareholders' Agreement settled their disputes and Estis was terminated
as chief operating officer of the Company. In connection with the settlement,
Estis's original 13D filing was amended and the settlement agreement and
original shareholders' agreement were described and filed with the Commission.
That shareholders' agreement terminated by its terms on December 31, 1999.
Following action by the Board of Directors of the Company to schedule an annual
meeting of shareholders for June 13, 2000, on April 19, 2000, Estis approached
the other members of the Initial Filing Group, noting the continued decline in
the price of the Company's common stock and the limited financial capability of
the Company. As a result, the parties to the original shareholders' agreement
and Mr. Butler joined in a new Shareholders' Agreement dated April 27, 2000, and
formed a group seeking to obtain proxies to vote in favor of an entirely new
slate of directors for the Company. The Shareholders' Agreement is described in
Item 6 and attached as an exhibit. The members of the Initial Filing Group also
entered a letter agreement among themselves agreeing to contribute to the costs
of nominating and electing the persons nominated pro rata in accordance with
their respective stock ownership in the Company. That agreement is also
described in Item 6 and attached as an exhibit.
On April 27, 2000 the Initial Filing Group delivered a letter to Jack D.
Brannon, Secretary of the Company, and Ray C. Davis, the Chairman of the Board
and Co-CEO of the Company and member of the Executive and Audit Committees of
the Board. This letter set forth the Initial Filing Group's nominees for the
election of directors at the annual meeting of shareholders of the Company to be
held June 13, 2000, along with information concerning each nominee as required
by the Company's Bylaws. That letter and information on the nominees is attached
as an exhibit.
On May 15, 2000, the Initial Filing Group filed a definitive Schedule 14A with
respect to their efforts to nominate directors for election at the annual
meeting and to solicit proxies sufficient to obtain election of such nominees to
the Company's Board of Directors.
6
<PAGE>
Item 5. Interest in Securities of the Issuer.
(a) At the date of this filing, according to the Company's most recent federal
securities filing, the Annual Report on Form 10-K of the Company for the
year ended December 31, 1999, there were issued and outstanding 28,986,711
shares of Common Stock of the Company as of March 30, 2000. The number of
shares of Common Stock beneficially owned by the members of the Filing Group
together is 9,790,909, or 33.6% of the Company's outstanding stock.
Pursuant to a Shareholders' Agreement, each of the Filing Group members has,
among other things, granted to Estis an irrevocable proxy with respect to
the voting of shares of their Common Stock with regard to the election and
removal of directors at the next meeting. The Shareholders' Agreement is
described in Item 6 and attached as an exhibit.
Each of the members of the Filing Group disclaims beneficial ownership of
the shares of the Company's Common Stock reported hereunder as beneficially
owned by another member of the Filing Group.
(b)
<TABLE>
<CAPTION>
SOLE SHARED
SOLE VOTING SHARED VOTING DISPOSITIVE DISPOSITIVE
NAME POWER POWER POWER POWER
---- ----------- ------------- ----------- -----------
<S> <C> <C> <C> <C>
Dennis W. Estis 5,370,487 4,420,422 5,370,487 0
Robert P. Gregory, Jr. 0 3,037,251 3,037,251 0
Don E. Smith 0 716,559 716,559 0
Charles M. Butler, III 0 144,166 144,166 0
Frank W. Gagliardi 0 75,582 75,582 0
David F. Sahler 0 6,100 6,100 0
Danny Nicos 0 12,678 12,678 0
Walter E. Fischer, III 0 2,768 2,768 0
Tommy P. Nicar 0 361,389 361,389 0
Robert M. Scott 0 54,902 54,902 0
Robert T. Yount 0 2,080 2,080 0
Brian L. Fuller 0 3,615 3,615 0
Clifford A. Ware 0 1,945 1,945 0
Joseph E. McReynolds 0 337 337 0
Michael W. Balcar, Jr. 0 1,050 1,050 0
</TABLE>
Pursuant to a Shareholders' Agreement, each of the Filing Group members have,
among other things, granted to Estis an irrevocable proxy with respect to the
voting and exercise of voting powers related to shares of their Common Stock.
The Shareholders' Agreement is described in Item 6 and attached as an
exhibit.
(c) Not applicable.
7
<PAGE>
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
Each member of the Filing Group has entered into the Shareholders' Agreement
effective April 27, 2000. This agreement covers all of the shares of Common
Stock that are the subject of this Schedule 13D, as well as any additional
shares the members may acquire in the future (the "Shares"). The agreement
grants Estis an irrevocable proxy to vote the Shares for the election and
removal of directors at the next annual or special meeting of shareholders. Each
member of the group also agreed not to (i) subject their Shares to any voting
trust or agreement, (ii) participate in any proxy solicitation other than as
approved by Estis, (iii) join any other "group" other than the Filing Group,
(iv) act to influence the management of the Company other than as approved by
Estis or (v) assist any other person to take any of such actions. Each member
granted Estis a limited power of attorney to execute documents in connection
with exercising the powers granted by the Shareholders' Agreement, including
making the joint filing of this Schedule 13D. The Shareholders' Agreement
terminates either upon written agreement of at least two-thirds of the parties
thereto, after the next election of directors, or on April 20, 2001. Shares sold
in a bona fide sale are no longer subject to the Shareholders' Agreement.
Each member of the Initial Filing Group has entered into an Agreement to Share
Expenses effective April 27, 2000, and attached hereto as an exhibit. This
agreement provides that each party will pay its pro rata portion (based on its
percentage of all the parties' stock ownership in the Company) of legal,
printing, solicitation and other costs reasonably incurred in connection with
the nomination of directors for election to the Board of Directors of the
Company and the solicitation of proxies in favor of such nominees. Estis will
receive all invoices for expenses, have the invoices reviewed and approved by
Robert Gregory, and then invoice and collect the appropriate amounts from the
other parties to the agreement.
On May 25, 2000, the Initial Filing Group entered into a Limited Standstill
Agreement effective May 5, 2000 (the "Standstill Agreement"), with the Company,
Ray C. Davis, Kelcy L. Warren, Matthew S. Ramsey, Jack D. Brannon, Richard D.
Brannon, Neal A. Hawthorn, Jon P. Stephenson, HACL, Ltd., a Texas limited
partnership, and Energy Investors, a Texas joint venture. The Standstill
Agreement, attached hereto as an exhibit, was entered into so 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 meeting
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 all directors will be invited to participate.
8
<PAGE>
Item 7. Material to Be Filed as Exhibits.
*1. Shareholders' Agreement dated April 27, 2000, among Dennis W. Estis,
Gregory & Cook, Inc., Don E. Smith and Charles M. Butler III (includes
agreement concerning joint filing).
*2. Agreement to Share Expenses dated April 27, 2000, among Dennis W. Estis,
Gregory & Cook, Inc., Don E. Smith and Charles M. Butler III relating to
the sharing of costs.
*3. Letter to Ray C. Davis and Jack D. Brannon, Secretary, dated April 27, 2000
(with copies to each member of the Board of Directors of the Company) and
an appendix concerning information on director nominees.
4. Form of Limited Standstill Agreement effective May 5, 2000, among the
Company, the Initial Filing Group, and other persons named therein.
5. Form of Joinder to the Shareholders' Agreement, executed by all members of
the Filing Group other than members of the Initial Filing Group and members
of the Filing Group whose shares are held in the Company's 401(k) plan.
6. Form of Joinder to the Shareholders' Agreement executed by members of the
Filing Group whose shares are held in the Company's 401(k) plan, for which
Bank of Oklahoma, Inc. is Trustee.
* Previously filed.
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
MAY 25, 2000
- ------------------
Date
/S/ DENNIS W. ESTIS
- -------------------
Signature
Dennis W. Estis for himself and on
behalf of each reporting person
- -----------------------------------
Name/Title
9
<PAGE>
EXHIBIT 4
LIMITED STANDSTILL AGREEMENT
This LIMITED STANDSTILL AGREEMENT (this "Agreement") is entered into as of
this 5th day of May, 2000 (the "Effective Date") by and among OEC Compression
Corporation (the "Company"), Ray C. Davis ("Davis"), Kelcy L. Warren ("Warren"),
Matthew S. Ramsey ("Ramsey"), Jack D. Brannon ("JBrannon"), Richard D. Brannon
("RBrannon"), Neal A. Hawthorn ("Hawthorn"), Jon P. Stephenson ("Stephenson" and
together with Davis, Warren, Ramsey, JBrannon, RBrannon and Hawthorn sometimes
collectively referred to herein as the "Group A"), HACL, Ltd., a Texas limited
partnership ("HACL"), Energy Investors, a Texas joint venture ("Energy
Investors"), Dennis W. Estis ("Estis"), Charles M. Butler III ("Butler"), Don A.
Smith ("Smith") and Robert Gregory ("Gregory" and together with Estis, Butler
and Smith sometimes collectively referred to herein as the "Group B"). The
members of Group B are sometimes referred to herein collectively as "Members"
and individually as a "Member." The Company, Davis, Warren, Ramsey, JBrannon,
RBrannon, Hawthorn, Stephenson, HACL, Energy Investors, Estis, Butler, Smith and
Gregory are sometimes collectively referred to herein as the "Parties" and
individually as a "Party."
W I N E S S E T H:
-----------------
WHEREAS, Group B has filed a Schedule 13D and a Schedule 14A indicating
that they intend to solicit proxies to elect a slate of directors at the next
annual meeting of the shareholders of the Company (the "Annual Meeting") in
opposition to certain of the directors currently on the Board of Directors of
the Company and
WHEREAS, Estis has obtained irrevocable proxies from each of Gregory,
Butler and Smith as to certain matters; and
WHEREAS, HACL and Energy Investors are significant shareholders of the
Company and the transactions contemplated by this Agreement will directly affect
such shareholders; and
WHEREAS, the Company has engaged Prudential Securities, Inc.
("Prudential") to pursue the sale of the Company and Prudential is in the
process of soliciting bids for the purchase of all of the Company (the "Sales
Process"); and
WHEREAS, each of the Parties support the Sales Process and do not want to
take any actions that would impede the Sale Process; and
WHEREAS, the Parties desire to temporarily suspend certain public actions
in order to not impede the Sales Process; and
WHEREAS, the Parties desire to support the orderly process of solicitation
of proxies; and
<PAGE>
WHEREAS, the Board of Directors of the Company has unanimously set a new
date for the Company's annual meeting of the Shareholders at July 13, 2000 with
a record date of June 12, 2000;
NOW THEREFORE, for and in consideration of the mutual covenants and
agreements contained herein and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the Parties, intending
to be legally bound, hereby contract and agree as follows:
1. LIMITED STANDSTILL. From the Effective Date until June 5, 2000 (the
"Standstill Period"), neither Group B, Group A, the Company or any other Party
to this Agreement will take any of the following actions: (i) institute any
litigation concerning the Annual Meeting or the solicitation of proxies for the
annual meetings, or (ii) solicit proxies (as such terms are defined in Rule
14a-1 under the Securities Exchange Act of 1934, as amended (the "Exchange
Act")) by means of newspaper ads or by means of mass or general mailings to the
shareholders of the Company. This Section 1 shall not prohibit or prevent any
Party from filing (i) Schedules 13D or 14A with respect to any planned proxy
solicitation or amending any existing filings with respect to any such proxy
solicitation, (ii) contacting employees or significant shareholders on a private
or non-public basis concerning the Annual Meeting and the solicitation of
proxies for the election of directors at the Annual Meeting; (iii) consulting
with special counsel, proxy solicitation firms and investment banking firms
concerning a proxy solicitation or (iv) preparing or drafting pleadings for
litigation to be instituted after the end of the Standstill Period and or
investigating matters related to such potential litigation. If any Party (the
"First Party") feels that another Party (the "Other Party") has breached the
provisions of this Section 1, then the First Party shall notify the Other Party
of such breach and the Other Party shall have two business days to cure such
breach.
2. ANNUAL MEETING. By the unanimous vote of the Board of Directors at a
duly called meeting of the Board of Directors of the Company held on May 5,
2000, the Annual Meeting is currently set for July 13, 2000 with a record date
of June 12, 2000.
3. SALES UPDATES. The Parties agree that there will be weekly updates as
to the sales process by Prudential at which all directors will be invited to
participate. Estis will be given reasonable notice of any meetings between the
Company and any potential bidder that Clarence Mayer will be participating in
and Estis (or if he is not available, Butler or Smith) will be invited to attend
or participate in such meetings. Board members will be furnished copies of any
proposed sales or merger contracts to be submitted to bidders and any other
relevant written materials between the bidders and the Company.
4. SUPPORT OF THE SALES PROCESS. Each of the Parties acknowledge and agree
that they support the process of selling the Company.
5. REPRESENTATIONS AND WARRANTIES.
5.1. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company hereby
represents and warrants to the Members as follows:
2-
<PAGE>
(a) The Company is a corporation duly organized, validly existing
and in good standing under the laws of Oklahoma and has taken all
necessary corporate action to authorize the execution, delivery and
performance of this Agreement.
(b) This Agreement has been duly authorized, executed and delivered
by the Company and constitutes the legal, valid and binding obligation of
the Company and is enforceable against the Company in accordance with its
terms, except as may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting enforcement of creditors'
rights generally and by general equitable principles (regardless of
whether such enforceability is considered in a proceeding in equity or at
law).
(c) The execution and delivery of this Agreement by the Company do
not, and the performance by the Company of its obligations hereunder and
the consummation of the transactions contemplated hereby will not,
conflict with, result in a violation or breach of, constitute (with or
without notice or lapse of time or both) a default under, result in or
give to any person any right of termination, cancellation, modification or
acceleration of, or result in the creation or imposition of any lien upon
any of the assets or properties of the Company, any of the terms,
conditions or provisions of (A) the certificates or articles of
incorporation or bylaws of the Company or (B) (x) any law or order of any
Governmental or regulatory authority applicable to the Company or any of
its assets or properties, or (y) any contract to which the Company is a
party or by which the Company or any of its assets or properties is bound,
excluding from the foregoing clauses (x) and (y) conflicts, violations,
breaches, defaults, terminations, modifications, accelerations and
creations and impositions of liens which, individually or in the
aggregate, could not be reasonably expected to have a material adverse
effect on the ability of the Company to consummate the transactions
contemplated by this Agreement.
5.2. REPRESENTATIONS AND WARRANTIES OF GROUP B. Each Member of Group B
represents and warrants to the Company that:
(a) Such Member of Group B has all requisite power and authority to
enter into this Agreement and to consummate the transactions contemplated
hereby and has taken all action necessary to authorize the execution,
delivery and performance of this Agreement.
(b) This Agreement has been duly authorized, validly executed and
delivered by such Member and constitutes the legal, valid and binding
obligation of such Member, enforceable against such Member in accordance
with its terms, except as may be limited by bankruptcy, insolvency,
reorganization, moratorium or other laws affecting enforcement of
creditors' rights generally and by general equitable principles
(regardless of whether such enforceability is considered in a proceeding
in equity or at law) and general fiduciary duties.
(c) The execution and delivery of this Agreement by such Member does
not, and the performance by such Member of his obligations hereunder will
not, require any filing by such Member with any governmental or regulatory
authority or any third party, or require such Member
3-
<PAGE>
to file for or obtain any permit, authorization, consent or approval of
any governmental or regulatory authority or any third party other than an
amendment to Schedule 13D, Schedule 14A and Form 4 and/or Form 5.. There
is no beneficiary or holder of a voting trust certificate or other
interest of any trust of which such Member is a trustee whose consent is
required for the execution and delivery of this Agreement or the
consummation by such Member of the transactions contemplated hereby.
5.3. REPRESENTATIONS AND WARRANTIES OF GROUP A. Each member of Group A
represents and warrants to the Members of Group B that:
(a) Such member of Group A has all requisite power and authority to
enter into this Agreement and to consummate the transactions contemplated
hereby and has taken all action necessary to authorize the execution,
delivery and performance of this Agreement.
(b) This Agreement has been duly authorized, validly executed and
delivered by such member of Group A and constitutes the legal, valid and
binding obligation of such member, enforceable against such member in
accordance with its terms, except as may be limited by bankruptcy,
insolvency, reorganization, moratorium or other laws affecting enforcement
of creditors' rights generally and by general equitable principles
(regardless of whether such enforceability is considered in a proceeding
in equity or at law) and general fiduciary duties.
(c) The execution and delivery of this Agreement by such member of
Group A does not, and the performance by such member of his obligations
hereunder will not, require any filing by such member with any
governmental or regulatory authority or any third party or require such
person file with or obtain any permit, authorization, consent or approval
of any governmental or regulatory authority or any third party other than
an amendment to Schedule 13D, Schedule 14A and Form 4 and/or Form 5. There
is no beneficiary or holder of a voting trust certificate or other
interest of any trust of which such member is a trustee whose consent is
required for the execution and delivery of this Agreement or the
consummation by such member of the transactions contemplated hereby.
6. MISCELLANEOUS
6.1. NOTICES. All notices, requests or instruction hereunder shall
be in writing and delivered personally or sent by registered or certified
mail, postage prepaid or by telecopier (or like transmission), as follows:
(1) if to the Company or any member of Group A:
OEC Compression Corporation
2501 Cedar Springs Road, Suite 600
Dallas, TX 75201
Attention: President
Fax: (214) 953-9584
4-
<PAGE>
with a copies to:
Kyle Longhofer, Esq.
Schlanger, Mills, Mayer & Silver, LLP
109 North Post Oak, Suit 300
Houston, TX 77024
Fax: (713) 785-2091
Ray C. Davis
Energy Transfer Group
2838 Woodside
Dallas, Texas 75201
Fax (214) 981-0701
(2) if to any Member, at its or his address set forth in the
Schedule 13D filed by Group B with a copy to:
Eddy J. Rogers
Mayor, Day, Caldwell & Keaton, L.L.P.
700 Louisiana, Suit 1900
Houston, TX 77001
Fax: (713) 225-7047
Any of the above addresses may be changed at any time by notice given as
provided above; provided, however, that any such notice of change of address
shall be effective only upon receipt. All notices and other communications given
to any party hereto in accordance with the provisions hereof shall be deemed to
have been given on the date of receipt, provided that any notice or other
communication that is received other than during regular business hours of the
recipient shall be deemed to have been given at the opening of business on the
next business day of the recipient.
6.2. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the parties hereto with respect to the transactions contemplated hereby
and supersede and amend all prior understandings, arrangements and agreements
with respect to the subject matter hereof. No modification hereof shall be
effective unless in writing and signed by the Party against whom it is sought to
be enforced. The Parties may, by written agreement, make any modification or
amendment of this Agreement, but no such modification or amendment will be
effective unless signed by all of the Parties. The captions appearing herein are
for the convenience of the parties only and shall not be construed to affect the
meaning of the provisions of this Agreement. Except as specifically set forth
herein, nothing in this Agreement is intended to release, amend or modify any of
the rights of the Parties under the Merger Agreement or Asset Purchase Agreement
or the documents executed in connection with the consummation of the Purchase
Transactions.
5-
<PAGE>
6.3. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Oklahoma applicable in the case of
agreements made and to be performed entirely within such State.
6.4. INJUNCTIVE RELIEF. Each of the Parties recognizes that any breach of
the terms of this Agreement would give rise to irreparable harm for which money
damages would not be an adequate remedy, and accordingly agree that, in addition
to other remedies, any nonbreaching Party shall be entitled to an injunction or
injunctions to prevent breaches of the provisions of this Agreement and to
enforce the terms and provisions of this Agreement by a decree of specific
performance in any action instituted in any court of the United States or any
state hereof having jurisdiction without the necessity of proving the inadequacy
as a remedy of money damages.
6.5. BINDING EFFECT. This Agreement and all of the provisions hereof shall
be binding upon and inure to the benefit of the Parties and their respective
successors, heirs, legal representatives and permitted assigns, but neither this
Agreement nor any of the rights, interests, or obligations hereunder may be
assigned by any of the Parties without the prior written consent of the other
parties and any such attempted assignment without consent shall be void.
6.6. THIRD PARTY BENEFICIARIES. This Agreement is not intended, and shall
not be construed, to confer any rights or remedies hereunder upon any party
other than the Parties.
6.7. SEVERABILITY. Any term or provision of this Agreement that is invalid
or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such invalidity or unenforceability without
rendering invalid or unenforceable the remaining terms and provisions of this
Agreement, or any such terms in any other jurisdiction. If any provision of this
Agreement is so broad as to be unenforceable, such provision shall be
interpreted to be only so broad as is enforceable.
6.8. COUNTERPARTS. This Agreement may be executed in counterparts, each of
which shall be deemed an original, but all of which taken together shall
constitute one and the same instrument.
6.9. EXPENSES. Group B acknowledges and agrees that the Company is under
no current obligation to pay or reimburse any expenses incurred by Group B and
that Group B shall bear their own expense with respect to the transactions
contemplated by this Agreement.
IN WITNESS WHEREOF, this Agreement has been duly executed by the parties
hereto as of the date first above written.
OEC COMPRESSION CORPORATION
BY:____________________________
NAME:__________________________
TITLE:_________________________
6-
<PAGE>
GROUP A
_______________________________
RAY C. DAVIS
_______________________________
KELCY L. WARREN
_______________________________
MATTHEW S. RAMSEY
_______________________________
JACK D. BRANNON
_______________________________
RICHARD D. BRANNON
_______________________________
NEAL A. HAWTHORN
_______________________________
JON P. STEPHENSON
HACL
HACL, LTD.
By Six-Da Waco, Inc., general partner
BY:____________________________
NAME:__________________________
TITLE:_________________________
ENERGY INVESTORS
ENERGY INVESTORS
BY:____________________________
NAME:__________________________
TITLE: PRESIDENT OF SIX-DAWACO, INC.,
GENERAL PARTNER OF HACL, LTD.,
MANAGING JOINT VENTURE PARTNER
7-
<PAGE>
GROUP B
_______________________________
DENNIS W. ESTIS
_______________________________
CHARLES M. BUTLER, III
_______________________________
DON SMITH
_______________________________
ROBERT GREGORY
8-
<PAGE>
EXHIBIT 5
JOINDER TO AND AMENDMENT OF SHAREHOLDERS' AGREEMENT
The undersigned hereby joins in the execution and delivery of that certain
Shareholders' Agreement (the "Shareholders' Agreement"), effective April 27,
2000, a copy of which has been furnished to the undersigned and agrees to all of
the provisions of such agreement as if such shareholder had executed it at the
same time as the original signatories. Dennis Estis hereby agrees to the
addition of the undersigned as a party to the Shareholders' Agreement.
The undersigned agrees that from and after the date hereof any other
person, entity or group may become a party to the Shareholders' Agreement if a
joinder or other counterpart of the Shareholders' Agreement is signed by such
person, entity or group (without the requirement of a countersigning by all
signatories to the Shareholders' Agreement) and Dennis Estis executes a
counterpart of such joinder or counterpart.
________________________________
Date:______________________________
Number of shares:___________________
____________________________________
Dennis W. Estis
<PAGE>
EXHIBIT 6
JOINDER TO AND AMENDMENT OF SHAREHOLDERS' AGREEMENT
(FOR OEC COMPRESSION CORPORATION EMPLOYEES)
The undersigned hereby joins in the execution and delivery of that certain
Shareholders' Agreement (the "Shareholders' Agreement"), effective April 27,
2000, a copy of which has been furnished to the undersigned and agrees to all of
the provisions of such agreement as if such shareholder had executed it at the
same time as the original signatories. Dennis Estis hereby agrees to the
addition of the undersigned as a party to the Shareholders' Agreement.
The undersigned agrees that from and after the date hereof any other
person, entity or group may become a party to the Shareholders' Agreement if a
joinder or other counterpart of the Shareholders' Agreement is signed by such
person, entity or group (without the requirement of a countersigning by all
signatories to the Shareholders' Agreement) and Dennis Estis executes a
counterpart of such joinder or counterpart.
The undersigned's shares are held in the OEC Compression Corporation 401K
Plan, for which Bank of Oklahoma, Inc. serves as Trustee. The undersigned agrees
to instruct the Bank of Oklahoma, Inc. to complete, execute and send to Dennis
Estis, an proxy in Estis's favor to vote his or her shares of stock.
________________________________
Date:______________________________
Number of shares:__________________
____________________________________
Dennis W. Estis
