<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
On December 2, 1999 the Registrant issued a press release announcing its
intention to adopt a new corporate legal structure. The Registrant will become
a wholly owned subsidiary of Hanover Compressor Holding Co. ("HoldingCo.").
Thereafter, HoldingCo. will change its name to "Hanover Compressor Company" and
the Registrant will change its name to Hanover Compression Inc. Each share of
common stock of the Registrant will become a share of common stock of
HoldingCo., and HoldingCo. will succeed to all of Registrant's reporting
obligations under the Securities Exchange Act of 1934, as amended.
The purpose of the reorganization is to align HCC's legal structure with
current business strategies. A copy of the press release is attached as an
exhibit hereto and is incorporated by reference herein in its entirety.
The reorganization will be effected pursuant to Section 251(g) of the
Delaware General Corporation Law, and will be structured in a manner that will
not require action by the stockholders of the Registrant, whose rights,
privileges and interests will remain the same with respect to the new parent
corporation.
Item 7 Financial Statements, Pro Forma Financial Information and Exhibits
The following exhibits are filed herewith:
Exhibit No. Description
- ----------- -----------
99.1 Registrant's press release, dated December 2, 1999
<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
<PAGE>
Exhibit No. Description
- ----------- -----------
99.1 Registrant's press release, dated December 2, 1999
<PAGE>
EXHIBIT 99.1
HANOVER COMPRESSOR COMPANY TO ADOPT NEW HOLDING COMPANY STRUCTURE
HOUSTON--(BUSINESS WIRE)--December 2, 1999--Hanover Compressor Company (NYSE:
HC-news) announced today that it intends to adopt a new corporate legal
structure. The corporate restructuring will create a holding company structure.
The restructuring will be 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 will become
stockholders of the new holding company, and Hanover Compressor Company will
become a subsidiary of the new holding company. The business operations of
Hanover Compressor Company will not change as a result of the restructuring.
The new holding company will take 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 will be substantially the
same as the charter and by-laws of Hanover Compressor Company and the officers
and directors of Hanover Compressor Company will also become the officers and
directors of the holding company.
Hanover Compressor Company's stockholders are not required to take any action in
connection with the corporate restructuring. All outstanding shares will be
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.
