<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): June 5, 2000
HANOVER COMPRESSOR COMPANY
(Exact Name of Registrant as Specified in Charter)
Delaware 1-13071 76-0625124
(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
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.
See the following press release announcing the closing of the acquisition of
Applied Process Solutions, Inc. by Hanover Compressor Company.
HANOVER COMPRESSOR CLOSES ACQUISITION OF APPLIED PROCESS SOLUTIONS, INC.
HOUSTON, June 5, 2000 - Hanover Compressor Company (NYSE: HC), the leader in
outsourced compression services for the natural gas industry, today announced
completion of its acquisition of Applied Process Solutions, Inc. (APSI), one of
the world's leading suppliers of natural gas and oil processing equipment, in an
all-stock transaction
Hanover acquired the privately held Tulsa, Oklahoma-based company in exchange
for 1,150,000 shares of Hanover common stock.
"The acquisition of APSI provides Hanover shareholders with a significant
extension of Hanover's global market reach in outsourced services to the natural
gas industry," said Michael J. McGhan, President and Chief Executive Officer of
Hanover Compressor. "It enables us to provide additional process treating
services on an outsource basis to large customers, who already have experienced
and understand the value of Hanover's core contract gas compression service.
The various units of APSI add world-class process design and manufacturing
capability, substantial international experience, and geographically
complementary customer relationships that enable Hanover to compete more
effectively on large-scale, turnkey projects in Europe, Africa, the Middle East
and the Asia-Pacific region."
Applied Process Solutions, a leading designer, manufacturer and installer of a
full range of skid-mounted processing equipment for the natural gas industry,
incorporates such well-established companies as T.H. Russell Co. of Tulsa,
Oklahoma, and Maloney Industries of Calgary, Alberta, Canada. APSI has sales,
engineering and manufacturing facilities in Tulsa, OK, Houston, TX, Calgary and
Edmonton, Alberta, Canada, Mexico City, Beijing, China and London and
Birmingham, England, positioning the company to significantly add to Hanover's
geographic market reach and existing outsourced turnkey gas treating and gas
handling business. APSI has almost 500 employees and production facilities in
the U.S., Canada and the U.K. APSI had 1999 revenues of $73.9 million and
anticipates revenues of approximately $95 million this year.
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, including statements regarding the demand for Hanover's
products and services. These projections
<PAGE>
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.
<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: June 6, 2000 By: /s/ Michael J. McGhan
------------------------------------
Name: Michael J. McGhan
Title: President and Chief Executive Officer
