<PAGE>
FILED PURSUANT TO RULE
424(B)(3)
REGISTRATION NO. 333-30344
SUPPLEMENT NO. 1 DATED JULY 25, 2000
TO PROSPECTUS DATED MAY 5, 2000
RELATING TO 1,725,000 7 1/4% CONVERTIBLE PREFERRED SECURITIES
(LIQUIDATION AMOUNT $50 PER PREFERRED SECURITY) OF
HANOVER COMPRESSOR CAPITAL TRUST
GUARANTEED BY, AND CONVERTIBLE INTO COMMON STOCK OF,
HANOVER COMPRESSOR COMPANY
All terms used but not defined herein shall have the meanings assigned to
such terms in the prospectus, dated May 5, 2000, forming a part of the
Registration Statement on Form S-3 (File No. 333-30344).
The purpose of this supplement is to provide additional information
regarding the Selling Holders. In addition to the Selling Holders named in the
prospectus, the following table sets forth the name of additional Selling
Holders and relationship, if any with Hanover and (i) the amount of preferred
securities owned by such Selling Holders as of July 1, 2000 (subject to the
qualification set forth below), (ii) the maximum amount of preferred securities
that may be offered for the account of such Selling Holders as of July 1, 2000
and (iii) the maximum amount of common stock that may be offered for the
account of such Selling Holders under the prospectus.
<TABLE>
<CAPTION>
Principal
Amount of
Preferred Number of Number of
Securities Shares of Shares of
Beneficially Common Stock Common Stock
Owned and Owned Prior to Offered
Selling Holder Offered Hereby the Offering(1) Hereby(1)(2)
-------------- -------------- --------------- ------------
<S> <C> <C> <C>
AIG Soundshore Holdings Ltd....... $1,125,000 31,469 31,469
AIG Soundshore Opportunity Holding
Fund Ltd......................... $1,125,000 31,469 31,469
Bancroft Convertible Fund, Inc.... $ 750,000 20,979 20,979
Ellsworth Convertible Growth and
Income Fund Inc.................. $ 750,000 20,979 20,979
HT Insight Convertible Securities
Fund............................. $ 200,000 5,594 5,594
Mainstay Convertible Fund......... $1,000,000 27,972 27,972
New York Life Insurance Company... $7,000,000 195,804 195,804
Museum of Fine Arts Boston........ $ 17,500 490 490
ProMutual......................... $ 64,000 1,790 1,790
University of Rochester........... $ 16,350 457 457
Parker-Hannifin Corporation....... $ 45,750 1,280 1,280
Putnam Convertible Income--Growth
Trust............................ $1,374,150 38,438 38,438
Putnam Balanced Retirement Fund... $ 35,400 990 990
Putnam Convertible Opportunities
and Income Trust................. $ 46,550 1,302 1,302
Putnam Asset Allocation Funds--
Balanced Portfolio............... $ 95,000 2,657 2,657
Putnam Asset Allocation Funds--
Conservative Portfolio........... $ 65,000 1,818 1,818
Salomon Smith Barney Inc.......... $2,200,000 61,538 61,538
</TABLE>
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(1) Comprises the shares of common stock into which the preferred securities
held by such Selling Holder are convertible at the initial conversion
price. The conversion price and the number of shares of common stock
issuable upon conversion of the preferred securities are subject to
adjustment under certain circumstances. Accordingly, the number of shares
of common stock issuable upon conversion of the preferred securities may
increase or decrease from time to time. Fractional shares will not be
issued upon conversion of the preferred securities; rather, cash will be
paid in lieu of fractional shares, if any.
(2) Assumes the offering of such shares by such Selling Holder pursuant to the
registration statement of which this prospectus forms a part.
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None of the Selling Holders named in the foregoing table has, or within the
past three years has had, any position, office or other material relationship
with the trust or Hanover or any of their respective predecessors or
affiliates.
Because the Selling Holders may, pursuant to this prospectus, offer all or
some portion of the preferred securities or common stock they presently hold,
no estimate can be given as to the amount of the preferred securities or shares
of common stock that will be held by the Selling Holders upon termination of
any such sales. In addition, the Selling Holders identified above may have
sold, transferred or otherwise disposed of all or a portion of their preferred
securities or common stock since the date on which they provided the
information regarding their preferred securities or common stock, in
transaction exempt from the registration requirements of the Securities Act.
We may from time to time include additional Selling Holders in supplements
to this prospectus. We will pay the expenses of registering the preferred
securities and common stock being sold hereunder.
2
