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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): May 18, 2000
Hanover Compressor Company
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(Exact name of registrant as specified in charter)
Delaware 1-3071 76-0625124
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(State of (Commission (IRS Employer
Organization) File Number) Identification No.)
12001 North Houston Rosslyn
Houston, Texas 77086
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(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, including area code: (281) 447-8787
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Former name or former address, if changed since last report: Not Applicable
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Item 5. Other Events
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Stock Split
On May 18, 2000, the Board of Directors of Hanover Compressor Company (the
"Company") declared a two-for-one stock split of its common stock in the form of
a 100% stock dividend (the "Stock Split"). The stock dividend will be paid to
shareholders of record as of May 30, 2000. Following the split, the total number
of outstanding shares of common stock will be approximately 58,453,000.
On May 18, 2000, the Company issued a press release announcing the Stock
Split. A copy of this press release is attached as Exhibit 99.1 to this Current
Report on Form 8-K and is incorporated herein by reference.
Item 7. Financial Statements and Exhibits
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(a) Financial Statements of Business Acquired.
Not applicable.
(b) Unaudited Pro Forma Combined Financial Information.
Not applicable.
(c) Exhibits.
99.1 Press Release of the Company, dated May 18, 2000.
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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 thereunto duly authorized.
Hanover Compressor Company
By: /s/ William S. Goldberg
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William S. Goldberg
Executive Vice President
Date: May 23, 2000
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EXHIBIT 99.1
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FROM: G.A. KRAUT COMPANY INC.
275 Madison Avenue
New York, NY 10016 [LOGO OF HANOVER APPEARS HERE]
(212) 696-5600
Contact: Gerard Coffey
FOR: HANOVER COMPRESSOR COMPANY
12001 N. Houston Rosslyn
Houston, TX 77086
(281) 447-8787
Contact: Mr. Michael J. McGhan
HANOVER COMPRESSOR DIRECTORS DECLARE
2-FOR-1 STOCK SPLIT
HOUSTON, May 18, 2000 - The Board of Directors of Hanover Compressor Company
(NYSE: HC), the leader in outsourced compression services for the natural gas
industry, today declared a 2-for-1 split of its common stock in the form of a
100 percent stock dividend. Hanover's Board of Directors also approved for
submission to stockholders an amendment to the Company's Certificate of
Incorporation, which would double the number of authorized common shares to
200,000,000.
The stock dividend will be paid to shareholders of record as of May 30, 2000.
Following the split, the total number of outstanding shares will be
approximately 58,453,000. The additional shares will be mailed or delivered on
or about June 13, 2000 by the company's transfer agent, Chase Mellon Shareholder
Services.
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.
This news release contains forward-looking statements intended to qualify for
the safe harbors from liability established by the Private Securities Litigation
Reform Act of 1995. These projections and statements are based on management's
estimates and assumptions with respect to future events and financial
performance and are believed to be reasonable, though are inherently uncertain
and difficult to predict. Actual results could differ materially from those
projected as a result of certain factors. A discussion of these factors is
included in the Company's periodic reports filed with the Securities and
Exchange Commission including its Form 10-K for the fiscal year ended December
31, 1999, and the three months ended March 31, 2000.
