<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
-----------------------------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): December 2, 1999
HANOVER COMPRESSOR COMPANY
(Exact Name of Registrant as Specified in Charter)
Delaware 1-13071 75-2344249
(State or Other (Commission File Number) (IRS Employer
Jurisdiction of Identification No.)
Incorporation)
12001 North Houston Rosslyn 77086
Houston, Texas 77086 (Zip Code)
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (281) 447-8787
<PAGE>
Item 5. Other Events.
See the following press release announcing the proposed private placement
of $100 million of convertible trust preferred securities to certain qualified
institutional buyers.
HANOVER COMPRESSOR COMPANY ANNOUNCES $100 MILLION PRIVATE CONVERTIBLE TRUST
PREFERRED SECURITIES OFFERING
HOUSTON--(BUSINESS WIRE)--Dec. 2, 1999--Hanover Compressor Company (NYSE: HC -
news) today announced a proposed private offering of $100 million of convertible
trust preferred securities to certain qualified institutional buyers. The
offering is expected to be completed this month. Hanover plans to use the net
proceeds from the offering to repay a portion of the outstanding indebtedness
under its revolving credit facility.
This press release shall not constitute an offer to sell or the solicitation of
an offer to buy the securities. The securities being offered in the private
placement have not been registered with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, and may not be re-offered or
resold in the United States without a subsequent registration or an applicable
exemption from the registration requirements.
Hanover Compressor Company is the market leader in full service natural gas
compression and a leading provider of service, financing, fabrication and
equipment for contract natural gas handling applications. Hanover provides this
equipment on a rental, contract compression, maintenance and acquisition
leaseback basis to natural gas production, processing and transportation
companies that are increasingly seeking outsourcing solutions. Founded in 1990
and a public company since 1997, its customers include premier independent and
major producers and distributors throughout the Western Hemisphere.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
HANOVER COMPRESSOR COMPANY
Date: December 3, 1999 By: /s/ Michael J. McGhan
------------------------------------------
Name: Michael J. McGhan
Title: President and Chief Executive Officer