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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): July 11, 2000
HANOVER COMPRESSOR COMPANY
(Exact Name of Registrant as Specified in Charter)
Delaware 1-13701 76-0625124
(State or other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
12001 N. Houston Rosslyn 77086
Houston, Texas 77086 (Zip Code)
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (281) 447-8787
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Item 5. Other Events.
a. Hanover Signs Merger Agreement with OEC Compression Corporation
Hanover Compressor Company ("Hanover") and OEC Compression Corporation
("OEC") today announced that they have signed a definitive merger agreement
under which Hanover will acquire the Dallas-based gas compression rental,
service and treating firm in an all-stock transaction.
Under the terms of the merger agreement, the OEC common stock will be
valued at $1.00 per share on the closing date of the merger. The OEC shares
being acquired will be exchanged for newly issued Hanover common shares equal to
the average of the closing price for Hanover common shares for the 20-day period
ending 2 days prior to the merger. The conversion ratio is subject to a Hanover
share price floor and ceiling of $30.00 and $32.50, respectively.
The transaction is subject to approval by OEC's shareholders and required
regulatory approvals. The transaction is expected to close before the end of the
third quarter.
Hanover is a 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,
Hanover's customers include premier independent and major producers and
distributors throughout the Western Hemisphere.
OEC is a Dallas-based provider of the full range of gas compression
services to the natural gas industry. OEC's compressor fleet currently exceeds
228,000 horsepower, providing compression services to independent production,
transportation and processing companies in eight states. OEC Compression
Corporation's common stock now trades on the American Stock Exchange under the
symbol "OOC".
Statements about Hanover's or OEC's outlook and all other statements in
this release other than historical facts are forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995. These
forward-looking statements rely on a number of assumptions concerning future
events and are subject to a number of uncertainties and factors, many of which
are outside Hanover's and OEC's control, that could cause actual results to
differ materially from such statements. While Hanover and OEC believe that the
assumptions concerning future events are reasonable, they caution that there are
inherent difficulties in predicting certain important factors that could impact
the future performance of each business and the ultimate outcome of the proposed
merger. These factors, when applicable, are discussed in Hanover's and OEC's
filings with the Securities and Exchange Commission, copies of which may be
obtained through Hanover or OEC without charge. Hanover and OEC disclaim any
intention or obligation to revise any forward-looking statements whether as a
result of new information, future event, or otherwise.
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b. Increase In the Number of Shares of Common Stock Authorized
On May 18, 2000, the Board of Directors of Hanover Compressor Company
authorized an amendment to Hanover's Certificate of Incorporation to increase
the number of authorized shares of common stock, par value $0.001 per share (the
"Common Stock"), from 100,000,000 to 200,000,000. On July 11, 2000 at a special
meeting of the stockholders of Hanover, stockholders holding a majority of the
issued and outstanding shares of Common Stock of Hanover adopted and approved
the foregoing amendment.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired.
Not applicable.
(b) Unaudited Pro Forma Combined Financial Information.
Not applicable.
(c) Exhibits.
Not applicable.
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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
/s/ MICHAEL J. McGHAN
Date: July 19, 2000 By:_______________________________
Name: Michael J. McGhan
Its: President and Chief Executive Officer
