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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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 10, 1999
HANOVER COMPRESSOR COMPANY
(Exact Name of Registrant as Specified in Charter)
Delaware 1-13071 Applied For
(State or Other (Commission File Number) (IRS Employer
Jurisdiction of Identification No.)
Incorporation)
12001 North Houston Rosslyn 77086
Houston, Texas (Zip Code)
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (281) 447-8787
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Item 5 Other Events
On December 10, 1999 Hanover Compressor Company issued a press release
announcing that it had adopted a new holding company to provide an appropriate
legal structure for its current and future strategies. The holding company
restructuring was accomplished through a merger under Section 251(g) of the
Delaware General Corporation Law so that all stockholders of Hanover Compressor
Company at the effective time of the merger became stockholders of the new
holding company, and Hanover Compressor Company became a subsidiary of the new
holding company.
The new holding company has changed its name to Hanover Compressor Company,
and Hanover Compressor Company has changed its name to Hanover Compression Inc.
The new holding company will trade under the same HC (NYSE) symbol with the same
CUSIP number as before.
The stockholders are not required to take any action in connection with
this corporate restructuring. Pursuant to the merger, all outstanding shares
were converted into shares of the holding company with the same rights,
privileges and interests as the shares of Hanover Compressor Company previously
held by stockholders. The shares of the holding company will continue to be
represented by the same stock certificates that previously represented shares of
Hanover Compressor Company stock.
A copy of the press release is attached as an exhibit hereto and is
incorporated by reference herein in its entirety.
Item 7 Financial Statements, Pro Forma Financial Information and Exhibits
The following exhibits are filed herewith:
Exhibit No. Description
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99.1 Registrant's press release, dated December 10, 1999
2
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SIGNATURES
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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 14, 1999 By: /s/ CURTIS BEDRICH
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Name: Curtis Bedrich
Title: Chief Financial Officer and Treasurer
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Exhibit No. Description
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99.1 Registrant's press release, dated December 10, 1999
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EXHIBIT 99.1
HANOVER COMPRESSOR COMPANY ADOPTS NEW HOLDING COMPANY STRUCTURE
Hanover Compressor Company (NYSE: HC-news) announced today that it has
adopted a new holding company to provide an appropriate legal structure for its
current and future strategies.
The restructuring was accomplished through a merger under Section 251(g) of
the Delaware General Corporation Law pursuant to which all stockholders of
Hanover Compressor Company at the effective time of the merger became
stockholders of the new holding company, and Hanover Compressor Company became a
subsidiary of the new holding company. The business operations of Hanover
Compressor Company have not changed as a result of the restructuring. The new
holding company has taken the Hanover Compressor Company name and will trade
under the same symbol, with the same CUSIP number as prior to the merger. The
charter and by-laws of the new holding company are substantially the same as the
charter and by-laws of Hanover Compressor Company and the officers and directors
of Hanover Compressor Company have also become the officers and directors of the
holding company.
Hanover Compressor Company's stockholders were not required to take any
action in connection with the corporate restructuring. All outstanding shares
have been converted into shares of the new holding company in a non-taxable
transaction with the same rights, privileges and interests as the shares of
Hanover Compressor Company previously held by stockholders. The shares of the
holding company will continue to be represented by the same stock certificates
that previously represented shares of Hanover Compressor Company capital stock.
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.
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For further information contact:
G.A. Kraut Company, New York
Gerard Coffey, 212/696-5606
or
Hanover Compressor Company, Houston
Michael J. McGhan, 281/447-8787
