<PAGE>
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF/1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[ ] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to
sec. 240.14a-11(c) or sec. 240.14a-12
Hanover Compressor Company
(Name of Registrant as Specified in its Charter)
N/A
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
HANOVER COMPRESSOR COMPANY
12001 NORTH HOUSTON ROSSLYN
HOUSTON, TEXAS 77086
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD JULY 11, 2000
To the Stockholders of Hanover Compressor Company:
Notice is hereby given that a Special Meeting of Stockholders of the Company
will be held on Tuesday, July 11, 2000, at 10:00 a.m. local time, at the
offices of the Company, 12001 North Houston Rosslyn, Houston, Texas 77086, for
the following purposes:
(1) to approve an amendment to the Company's Amended and Restated
Certificate of Incorporation increasing the number of authorized shares
of the Company's Common Stock from 100,000,000 to 200,000,000 shares;
and
(2) to transact any other business that may properly come before the
meeting.
The Board of Directors has fixed the close of business on Thursday, June 1,
2000, as the record date for determining the stockholders that are entitled to
notice of and to vote at the Special Meeting and any postponements or
adjournments thereof. A complete list of the stockholders entitled to vote at
the Special Meeting will be available for examination by any stockholder for
any purpose germane to the meeting for at least 10 days prior to the Special
Meeting at the offices of the Company, 12001 North Houston Rosslyn, Houston,
Texas 77086.
By Order of the Board of Directors,
/s/ Michael J. McGhan
_____________________________________
Michael J. McGhan,
Director and Chief Executive Officer
Houston, Texas
June 8, 2000
YOUR VOTE IS IMPORTANT
THE BOARD OF DIRECTORS EXTENDS A CORDIAL INVITATION TO ALL STOCKHOLDERS TO
ATTEND THE SPECIAL MEETING. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING,
PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT AS PROMPTLY AS
POSSIBLE IN THE ENCLOSED REPLY ENVELOPE. IF YOU ATTEND THE SPECIAL MEETING, YOU
MAY REVOKE YOUR PROXY AND VOTE IN PERSON IF YOU DESIRE TO DO SO.
<PAGE>
HANOVER COMPRESSOR COMPANY
12001 NORTH HOUSTON ROSSLYN
HOUSTON, TEXAS 77086
PROXY STATEMENT
SPECIAL MEETING OF STOCKHOLDERS
ON JULY 11, 2000
This Proxy Statement is furnished in connection with the solicitation of
proxies by and on behalf of the Board of Directors of Hanover Compressor
Company, a Delaware corporation ("Hanover" or the "Company"), for use at a
Special Meeting of Stockholders of the Company (the "Special Meeting") to be
held for the purposes set forth in the accompanying Notice of Special Meeting
of Stockholders, at 10:00 a.m. local time on Tuesday, July 11, 2000, at the
offices of the Company, 12001 North Houston Rosslyn, Houston, Texas 77086, and
at any postponement(s) or adjournment(s) thereof. All holders of record of the
Company's Common Stock, par value $0.001 per share (the "Common Stock"), on
Thursday, June 1, 2000, the record date, will be entitled to vote at the
Special Meeting. At the close of business on the record date, the Company had
29,944,942 shares of Common Stock outstanding and entitled to vote. A majority,
or 14,972,472, of these shares of Common Stock will constitute a quorum for the
transaction of business at the Special Meeting. The Company's principal
executive offices are located at 12001 North Houston Rosslyn, Houston, Texas
77086, and its telephone number is (281) 447-8787. This Proxy Statement and the
accompanying proxy are first being mailed to stockholders on or about June 8,
2000.
VOTING RIGHTS AND SOLICITATION OF PROXIES
Stockholders are entitled to one vote for each share of Common Stock held.
Any person signing a proxy in the form accompanying this Proxy Statement has
the power to revoke it either before the meeting at which the matter voted by
proxy is acted upon or at the meeting before the vote on the matter. A proxy
may be revoked by a later proxy that is signed by the person who signed the
earlier proxy and presented at the meeting or by attendance at the meeting and
voting in person.
The expense of printing and mailing proxy material will be borne by the
Company. In addition to the solicitation of proxies by mail, solicitation may
be made by directors, officers and other employees of the Company by personal
interview, telephone or facsimile. No additional compensation will be paid for
such solicitation. The Company will also request brokers and other fiduciaries
to forward proxy soliciting material to the beneficial owners of shares of
Common Stock that are held of record by such brokers and fiduciaries and will
reimburse such persons for their reasonable out-of-pocket expenses.
1
<PAGE>
PROPOSAL NO. 1--AMENDMENT TO THE COMPANY'S AMENDED AND RESTATED CERTIFICATE OF
INCORPORATION
On May 18, 2000, the Board of Directors authorized an amendment to the
Company's Amended and Restated Certificate of Incorporation to increase the
number of authorized shares of Common Stock, par value $0.001 per share
("Common Stock"), from 100,000,000 to 200,000,000. The stockholders are being
asked to approve this proposed amendment. As of May 24, 2000, 29,932,916 shares
of Common Stock were issued and outstanding. The number of shares outstanding
does not reflect the two-for-one stock split in the form of a 100% stock
dividend declared by the Board of Directors that will be payable on or about
June 13, 2000.
REQUIRED VOTE
The approval of the adoption of the amendment to the Company's Amended and
Restated Certificate of Incorporation requires the affirmative vote of a
majority of the outstanding shares of the Company's Common Stock. Abstentions
and broker non-votes are not affirmative votes and, therefore, will have the
same effect as a vote against the proposal.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE AMENDMENT TO THE
COMPANY'S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
The Board believes that the proposed increase is desirable so that, as the
need may arise, the Company will have the flexibility to issue shares of Common
Stock without additional expense or delay, in connection with the possible
future stock dividends or stock splits, equity financings, future opportunities
for expanding the Company's business through investments or acquisitions,
management incentive and employee benefit plans and for other general corporate
purposes. The Board of Directors has not taken any action to use the additional
authorized shares for any such purposes, and the Company has no current plans
to issue the additional authorized shares.
Authorized but unissued shares of the Company's Common Stock may be issued
at such times, for such purposes and for such consideration as the Board of
Directors may determine to be appropriate without further authority from the
Company's stockholders, except as otherwise required by applicable law or stock
exchange policies.
The increase in authorized Common Stock will not have any immediate effect
on the rights of existing stockholders. However, the Board will have the
authority to issue authorized Common Stock without requiring future stockholder
approval for such issuances, except as may be required by applicable law or
exchange regulations. To the extent that additional authorized shares are
issued in the future, they will decrease the existing stockholders' percentage
equity ownership and, depending upon the price at which they are issued, could
be dilutive to existing stockholders. The holders of Common Stock have no
preemptive rights.
The increase in the authorized number of shares of Common Stock and the
subsequent issuance of such shares could have the effect of delaying or
preventing a change in control of the Company without further action by the
stockholders. Shares of authorized and unissued Common Stock could be issued
(within the limits imposed by applicable law) in one or more transactions which
would make a change in control of the Company more difficult, and therefore
less likely. Any such issuance of additional stock could have the effect of
diluting the earnings per share and book value per share of outstanding shares
of Common Stock, and such additional shares could be used to dilute the stock
ownership or voting rights of a person seeking to obtain control of the
Company. The Company has previously adopted certain measures that may have the
effect of helping to resist an unsolicited takeover attempt.
2
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of May 25, 2000, the beneficial ownership
of Common Stock by (i) each person who is known by the Company to beneficially
own more than 5% of the outstanding Common Stock, (ii) each director of the
Company, (iii) each of the five most highly compensated executive officers, and
(iv) all directors and executive officers of the Company as a group. Unless
otherwise noted, the persons named in the table have sole voting and investment
power with respect to all shares shown as beneficially owned by them. Share
numbers do not reflect the two-for-one stock split in the form of a 100% stock
dividend to be paid on or about June 13, 2000.
<TABLE>
<CAPTION>
APPROXIMATE
NUMBER OF SHARES PERCENT
NAME AND ADDRESSES BENEFICIALLY OWNED OF CLASS
------------------ ------------------ -----------
<S> <C> <C>
Melvyn N. Klein................................ 11,590,502(1)(2) 40.2%
Mercantile Tower, Suite 1940
615 North Upper Broadway
Corpus Christi, Texas 78477
GKH Investments, L.P........................... 11,168,570(3) 39.0
200 West Madison
Chicago, Illinois 60606
Joint Energy Development....................... 2,761,950(4) 9.6
Investments Limited Partnership
1400 Smith Street
Houston, TX 77002
Westar Capital, Inc............................ 1,485,515 5.2
818 Kansas Street
Topeka, Kansas
GKH Partners, L.P.............................. 421,932(5) 1.5
200 West Madison
Chicago, IL 60606
Michael A. O'Connor............................ 1,186,820(6) 4.0
Michael J. McGhan.............................. 540,161(7) 1.8
Curtis A. Bedrich.............................. 375,346(8) 1.3
William S. Goldberg............................ 109,848(9) *
Ted Collins, Jr................................ 173,268(10) *
Alvin Shoemaker................................ 173,000(11) *
Robert R. Furgason............................. 4,550(12) *
</TABLE>
--------
(1) Includes 10,914,775 shares of Common Stock owned by GKH Investments, L.P.
("GKH Investments") and 412,342 shares of Common Stock owned by GKH
Partners, L.P. ("GKH Partner," and together with GKH Investments, "GKH").
GKH Partners is the general partner of GKH Investments. As the general
partner of GKH Investments, GKH Partners may be deemed to be the beneficial
owner of stock held by GKH Investments, however, GKH Partners expressly
disclaims any such beneficial ownership.
(2) Includes all of the shares of Common Stock owned by GKH. Mr. Klein, who is
a director of the Company, is the sole stockholder of a corporation which
is a general partner of GKH Partners. By virtue of his relationship to GKH
Partners, Mr. Klein may be deemed to share beneficial ownership of the
shares of Common Stock owned by GKH. Mr. Klein disclaims beneficial
ownership of all shares owned by GKH.
3
<PAGE>
(3) Includes 10,914,775 shares of Common Stock owned by GKH Investments.
Excludes 412,342 shares of Common Stock owned by GKH Partners. GKH
Partners is the general partner of GKH Investments. As the general partner
of GKH Investments, GKH Partners may be deemed to be the beneficial owner
of stock held by GKH Investments, however, GKH Partners expressly
disclaims any such beneficial ownership.
(4) The general partner of Joint Energy Development Investments Limited
Partnership ("JEDI") is Enron Capital Management Limited Partnership
("ECMLP"). The general partner of ECMLP is Enron Corp. Enron Corp.
disclaims beneficial ownership of the shares owned by JEDI.
(5) Includes 412,342 shares of Common Stock owned by GKH Partners. Excludes
10,914,775 shares of Common Stock owned by GKH Investments. GKH Partners
is the general partner of GKH Investments. As the general partner of GKH
Investments, GKH Partners may be deemed to be the beneficial owner of
stock held by GKH Investments, however, GKH Partners expressly disclaims
any such beneficial ownership.
(6) Includes 941,019 shares subject to options held by Mr. O'Connor which are,
or will first become, exercisable within 60 days of May 25, 2000, and
2,672 shares of Common Stock held by Mr. O'Connor together with his wife
as tenants in common. Mr. O'Connor disclaims beneficial ownership to
169,775 shares held by Goldman Sachs Exchange Place Fund, L.P., in which
Mr. O'Connor has an interest.
(7) Includes 408,759 shares subject to options held by Mr. McGhan which are,
or will first become, exercisable within 60 days of May 25, 2000, 2,450
shares of Common Stock held by Mr. McGhan together with his wife as joint
tenants and 600 shares of Common Stock held by Mr. McGhan's two minor
children.
(8) Includes 276,686 shares subject to options held by Mr. Bedrich which are,
or will first become, exercisable within 60 days of May 25, 2000.
(9) Excludes 81,654 shares of Common Stock (less than 1% of the outstanding
shares) owned by Mr. Goldberg's wife, Nancy K. Goldberg, not individually,
but solely as trustee of the Nancy K. Goldberg Declaration of Trust and
1,950 shares of Common Stock held in the William S. Goldberg Children's
Trust. Mr. Goldberg disclaims beneficial ownership of all of such shares.
Includes 15,000 shares subject to options held by Mr. Goldberg which are,
or will first become, exercisable within 60 days of May 25, 2000.
(10) Excludes an aggregate of 2,000 shares of Common Stock held in two trusts
for the benefit of Mr. Collins' two minor children. Mr. Collins is not the
trustee of such trusts and disclaims beneficial ownership of such shares.
(11) Excludes shares beneficially owned directly or indirectly by members of
Mr. Shoemaker's family as to which Mr. Shoemaker disclaims beneficial
ownership. Includes 8,690 shares of Common Stock owned by Shoeinvest, L.P.
("Shoeinvest"), and 5,056 shares of Common Stock owned by Shoemaker Family
Partners, L.P. ("SFP"). Mr. Shoemaker is associated with Shoeinvest and
SFP and may be deemed to share beneficial ownership of such shares.
(12) Excludes 200 shares owned by Mr. Furgason's wife. Mr. Furgason disclaims
beneficial ownership of all such shares.
4
<PAGE>
2001 ANNUAL MEETING
STOCKHOLDER PROPOSALS
Any proposals of stockholders that are intended for inclusion in the
Company's Proxy Statement and form of proxy for its 2001 Annual Meeting of
Stockholders must be received by the Coporate Secretary of the Company no later
than December 20, 2000. If the Company is not notified of a stockholder
proposal by March 5, 2001, then the management proxies may have the discretion
to vote against such stockholder proposal, even though such proposal is not
discussed in the proxy statement. Stockholder proposals must be in writing and
delivered to the Company's principal executive offices at 12001 North Houston
Rosslyn, Houston, Texas 77086.
OTHER BUSINESS
The Board of Directors does not presently intend to bring any other business
before the meeting, and, so far as is known to the Board of Directors, no
matters are to be brought before the meeting except as specified in the Notice
of Special Meeting. As to any business that may properly come before the
meeting, however, it is intended that proxies, in the form enclosed, will be
voted in respect thereof in accordance with the judgment of the persons voting
such proxies.
By Order of the Board of Directors,
/s/ Michael J. McGhan
-----------------------------
Michael J. McGhan,
Director and Chief Executive Officer
ALL STOCKHOLDERS ARE URGED TO COMPLETE, SIGN, DATE AND RETURN THE
ACCOMPANYING PROXY CARD IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
THANK YOU FOR YOUR PROMPT ATTENTION TO THIS MATTER.
5
<PAGE>
[proxy card -- front]
HANOVER COMPRESSOR COMPANY
PROXY FOR SPECIAL MEETING OF STOCKHOLDERS
JULY 11, 2000
The undersigned, having received the Notice of Special Meeting and
Proxy Statement, hereby appoints Michael O'Connor, Michael McGhan, William S.
Goldberg and Richard S. Meller, and each of them, proxies with full power of
substitution, for and in the name of the undersigned, to vote all shares of
Common Stock of Hanover Compressor Company owned of record by the undersigned at
the Special Meeting of Shareholders to be held at 10:00 a.m. local time on
Tuesday, July 11, 2000 at the offices of the Company, 12001 North Houston
Rosslyn, Houston, Texas 77086, and any adjournments or postponements thereof,
in accordance with the discretion marked on the reverse side hereof.
Please mark your votes [X]
as indicated in this sample
This Proxy, when properly executed, will be voted in the manner directed herein.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE APPROVAL OF AN
AMENDMENT TO THE COMPANY'S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
INCREASING THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK FROM 100,000,000 TO
200,000,000.
1. Proposal to approve an amendment to the Company's Amended and Restated
Certificate of Incorporation increasing the number of authorized shares of
Common Stock from 100,000,000 to 200,000,000.
FOR AGAINST ABSTAIN
[_] [_] [_]
2. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the Special Meeting or any adjournment
thereof.
(Continued and to be signed on reverse side)
<PAGE>
[proxy card -- back]
(Continued from other side)
PROXY INSTRUCTIONS
1. Please sign exactly as the name or names appear on stock certificate (as
indicated hereon).
2. If the shares are issued in the names of two or more persons, all such
persons should sign the proxy.
3. A proxy executed by a corporation should be signed in its name by its
authorized officers.
4. Executors, administrators, trustees and partners should indicate their
positions when signing.
Dated: , 2000
-------------------------------
-------------------------------
Signatures
Please sign exactly as name appears on stock
certificate(s). Joint owners should each sign.
When signing as attorney, executor, administrator,
trustee or guardian, please give full title as
such.
STOCKHOLDERS ARE URGED TO DATE, MARK, SIGN AND RETURN THIS PROXY IN THE ENVELOPE
PROVIDED, WHICH REQUIRES NO POSTAGE IF MAILED WITHIN THE UNITED STATES.
