<PAGE>
As Filed With the Securities and Exchange Commission on December 29, 2000
Registration No. 333-51430
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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HANOVER COMPRESSOR COMPANY
(Exact Name of Registrant as Specified in its Charter)
Delaware 76-0625124
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
12001 North Houston Rosslyn
Houston, Texas 77086
(281) 447-8787
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
Michael J. McGhan
President and Chief Executive Officer
Hanover Compressor Company
12001 North Houston Rosslyn
Houston, Texas 77086
(281) 447-8787
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
---------------
Copy To:
Richard S. Meller, Esq.
Latham & Watkins
233 South Wacker Drive, Suite 5800
Chicago, Illinois 60606
(312) 876-7700
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information in this preliminary prospectus is not complete and may be +
+changed. These securities may not be sold until the registration statement +
+filed with the Securities and Exchange Commission becomes effective. This +
+preliminary prospectus is not an offer to sell these securities and it is not +
+soliciting an offer to buy these securities in any jurisdiction where the +
+offer or sale is not permitted. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
Subject to Completion, Dated December 29, 2000
PROSPECTUS
2,303,294 Shares
Common Stock
[Hanover Compressor Company Logo]
Hanover Compressor Company
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This prospectus relates to 2,303,294 shares of our common stock that may be
offered for sale or otherwise transferred from time to time by one or more of
the selling stockholders identified in this prospectus. All of the 2,303,294
shares of common stock offered hereby were issued in connection with our
acquisition of Applied Process Solutions, Inc. See "PLAN OF DISTRIBUTION."
The prices at which such selling stockholders may sell the shares will be
determined by the prevailing market price for the shares or in negotiated
transactions. We will not receive any proceeds from the sale of the shares. We
will bear substantially all expenses of registration of the shares, and the
selling stockholders will pay any underwriting fees, discounts or commissions,
and transfer taxes.
Our common stock is listed on the New York Stock Exchange under the symbol
"HC." On December 28, 2000, the last reported sale price of our common stock on
the New York Stock Exchange was $45 per share. Our mailing address is 12001
North Houston Rosslyn, Houston, Texas 77086, and our telephone number is (281)
447-8787.
YOU SHOULD CAREFULLY CONSIDER MATTERS DISCUSSED UNDER THE CAPTION "RISK
FACTORS" BEGINNING ON PAGE 3.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
The date of this Prospectus is , 2000
<PAGE>
TABLE OF CONTENTS
<TABLE>
<S> <C>
Cautionary Statement About Forward-Looking Statements....................... 2
Risk Factors................................................................ 3
The Company................................................................. 7
Use of Proceeds............................................................. 9
Description of Hanover Capital Stock........................................ 9
Selling Stockholders........................................................ 11
Plan of Distribution........................................................ 16
Legal Matters............................................................... 17
Where You Can Find More Information......................................... 17
Experts..................................................................... 17
</TABLE>
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You should rely only on this prospectus. We have not, and the selling
stockholders have not, authorized any other person to provide you with
different information. If anyone provides you with different or inconsistent
information, you should not rely on it. We are not, and the selling
stockholders are not, making an offer to sell these securities in any
jurisdiction where the offer of sale is not permitted. You should assume that
the information appearing in this prospectus is accurate as of the date on the
front cover of this prospectus only. Our business, financial condition, results
of operations and prospects may have changed since that date.
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CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING STATEMENTS
Certain matters discussed in this prospectus are "forward-looking
statements" intended to qualify for the safe harbors from liability established
by the Private Securities Litigation Reform Act of 1995. These forward-looking
statements can generally be identified as such because the context of the
statement will include words such as "believes," "anticipates," "expects,"
"estimates," or words of similar import. Similarly, statements that describe
our future plans, objectives, or goals are also forward-looking statements.
Such forward-looking statements are subject to certain risks and uncertainties
which could cause actual results to differ materially from those anticipated as
of the date of this prospectus. The risks and uncertainties include:
. the loss of market share through competition;
. the introduction of competing technologies by other companies;
. a prolonged substantial reduction in oil and gas prices which would
cause a decline in the demand for our compression and oil and gas
production equipment;
. new governmental safety, health, and environmental regulations which
could require us to make significant capital expenditures;
. inability to successfully integrate acquired businesses; and
. changes in economic or political conditions in the countries in which we
operate.
The forward-looking statements included herein are only made as of the date
of this prospectus and we undertake no obligation to publicly update such
forward-looking statements to reflect subsequent events or circumstances.
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RISK FACTORS
An investment in our common stock involves risks. You should carefully
consider and evaluate all of the information in this prospectus, including the
following risk factors, before investing.
Industry Conditions--A prolonged, substantial reduction in oil or gas prices
could adversely affect our business.
Our operations depend upon the levels of activity in natural gas
development, production, processing and transportation. In recent years, oil
and gas prices and the level of drilling and exploration activity have been
extremely volatile. For example, from mid-1998 to mid-1999, oil and gas
exploration and development activity and the number of well completions
declined due to a significant reduction in oil and gas prices. As a result, the
demand for our gas compression and oil and gas production equipment was
adversely affected. Any future significant prolonged decline in oil and gas
prices could have a material adverse effect on our business, results of
operations, and financial condition.
Short Lease Terms--Our compressor leases have short initial terms, and we
cannot be sure that the compressors will stay out on location after the end of
the initial lease term.
The length of our leases varies based on operating conditions and customer
needs. In most cases, under currently prevailing lease rates, the initial lease
terms are not long enough to enable us to fully recoup the average cost of
acquiring or manufacturing the compressors. We cannot assure you that a
substantial number of our lessees will continue to renew their leases or that
we will be able to re-lease the compressors to new customers or that any
renewals or re-leases will be at comparable lease rates. An inability to renew
or re-lease a substantial portion of our compressor rental fleet would have a
material adverse effect upon our business, results of operations, and financial
condition.
Substantial Capital Requirements--We require a substantial amount of capital to
expand our compressor rental fleet and our complementary businesses.
We will continue to make substantial capital investments to expand our
compressor rental fleet and our complementary businesses. We invested
approximately $374.5 million in capital expenditures, including business
acquisitions, during the nine months ended September 30, 2000, and we expect to
invest approximately $100 million in capital expenditures during the remainder
of 2000. The amount of these expenditures may vary depending on the rate of
return we expect to earn from these investments, conditions in the natural gas
industry, and whether we make any significant acquisitions. Historically, we
have funded these investments through internally generated funds, debt and sale
and leaseback transactions, and equity financing. While we believe that cash
flow from our operations and borrowings under our existing $200 million bank
credit facility will provide us with sufficient cash to fund these investments,
we cannot assure you that these sources will be sufficient. As of September 30,
2000, we had approximately $35 million of credit capacity remaining on our $200
million bank credit facility (7.88% rate at September 30, 2000). In October
2000, we received $176.5 million in proceeds from the sale and lease back of
compression equipment. These proceeds were utilized to pay outstanding
borrowings on our $200 million bank credit facility. In order to fund the
estimated levels of 2000 capital expenditures, we anticipate arranging
additional sources of debt and/or equity during 2000. Hanover Compression, Inc
would need the consent of the lenders under its bank credit facility and the
lessors under its sale and leaseback transactions to complete any new
financing. Failure to generate sufficient cash flow, together with the absence
of alternative sources of capital, could have a material adverse effect on our
growth, results of operations, and financial condition.
International Operations--There are many risks associated with conducting
operations in international markets.
We operate in many different geographic markets, some of which are outside
the United States. Changes in local economic or political conditions,
particularly in Latin America or Canada, could have a material
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adverse effect on our business, results of operations, and financial condition.
Additional risks inherent in our international business activities include the
following:
. difficulties in managing international operations;
. unexpected changes in regulatory requirements;
. tariffs and other trade barriers which may restrict our ability to enter
into new markets;
. potentially adverse tax consequences;
. restrictions on repatriation of earnings;
. the burden of complying with foreign laws; and
. fluctuations in currency exchange rates and the value of the U.S.
dollar.
Acquisition Strategy--We may not be able to find suitable acquisition
candidates or successfully integrate acquired companies into our business.
As part of our business strategy, we will continue to pursue the acquisition
of other companies, assets and product lines that either complement or expand
our business. Each acquisition involves potential risks, such as the diversion
of management's attention away from current operations, problems in integrating
acquired businesses, and possible short-term adverse effects on our operations
as a result of that process. We routinely conduct preliminary discussions with
other companies that have operations or assets that may be suitable for us to
acquire. Given our selective approach to acquisitions, we are unable to predict
whether or when we will find suitable acquisition candidates or whether we will
be able to complete a material acquisition. We may seek to finance acquisitions
with cash or through the issuance of new debt and/or equity securities. A
relatively large acquisition in which cash is the primary form of consideration
would utilize a substantial portion of our existing financial resources. As the
compression industry continues to consolidate, the size of the companies we may
consider acquiring may become larger and, as a result, the general risks
inherent in acquisitions described above may become more significant.
Competition--We operate in a highly competitive industry and compete against
many larger companies with greater financial resources.
We compete with several large national and multinational companies which
provide compression services to third parties, many of which have greater
financial and other resources than we do. If our competitors were to
substantially increase the resources they devote to the development and
marketing of competitive products and services, we cannot assure you that we
will have sufficient resources to respond accordingly.
Potential Liability and Insurance--Natural gas operations entail inherent risks
that may result in substantial liability to Hanover.
Natural gas operations entail inherent risks, including equipment defects,
malfunctions, failures, and natural disasters which could result in
uncontrollable flows of gas or well fluids, fires, and explosions. These risks
may expose us to liability for personal injury, wrongful death, property
damage, pollution, and other environmental damage. We have obtained insurance
against liability for personal injury, wrongful death, and property damage, but
we cannot assure you that the insurance will be adequate to cover our
liability. Similarly, we cannot assure you that we will be able to obtain
insurance in the future at a reasonable cost or at all. Our business, results
of operations, and financial condition could be adversely affected if we incur
substantial liability and the damages are not covered by insurance or are in
excess of policy limits.
Governmental Regulation--Our business is subject to a variety of governmental
regulations relating to environmental, health and safety.
Our business is subject to a variety of federal, state, and local laws and
regulations relating to safety, health, and the environment. These laws and
regulations are complex, change frequently, and have tended to become more
stringent over time. Failure to comply with these laws and regulations may
result in a variety of civil and criminal enforcement measures, including
assessment of monetary penalties, imposition of remedial
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requirements, and issuance of injunctions as to future compliance. As part of
the regular overall evaluation of our current operations, we are updating
certain facility permits with respect to stormwater discharges and air
emissions but do not believe such updates will have a material adverse effect
on our operations as a result of any enforcement measures or capital costs.
Based on our experience to date, we believe that the future cost of compliance
with existing laws and regulations and the future cost of necessary
investigation or remediation of contamination will not have a material adverse
effect on our business, results of operations, and financial condition.
However, future events, such as discovery of unknown contamination, any third
party claims made with respect to previously owned or leased properties,
compliance with more stringent laws and regulations or more vigorous
enforcement policies by regulatory agencies or stricter or different
interpretations of existing laws and regulations could require us to make
material expenditures.
We have conducted preliminary environmental site assessments with respect to
certain properties currently owned or leased by us. Some of these assessments
have revealed that soils and/or groundwater at some of our facilities are
contaminated with hydrocarbons and various other regulated substances. We do
not believe that our operations caused any such contamination and are not
currently under any orders or directives to undertake any remedial activity. In
addition, we have previously owned or leased certain properties that had
experienced soil contamination in the past. We have since conducted remedial
operations at certain of these previously held properties as we believed
necessary and either sold the owned properties to third parties or returned the
leased properties to the lessors. We are not currently aware of any further
remedial obligations at such previously held properties. We cannot be certain,
however, that we will not be required to undertake any remedial activities
involving any substantial costs on any of these properties in the future.
Concentrated Ownership--A significant amount of our stock is owned by one
stockholder.
Our largest stockholder, GKH Partners, L.P. ("GKH"), controlled
approximately 35.5% of our voting power as of November 11, 2000. GKH is in a
position to exert substantial influence over the outcome of most corporate
actions requiring stockholder approval, including the election of directors,
the future issuance by Hanover of common stock or other securities, and the
approval of transactions involving a change of control. The interests of GKH
could conflict with the interests of our other stockholders.
Anti-Takeover Provisions--Our certificate of incorporation and by-laws contain
certain provisions that could make a takeover more difficult.
Certain provisions of our certificate of incorporation and by-laws could
make it more difficult for a third party to acquire control of Hanover, even if
such a change in control would benefit our stockholders. Our certificate of
incorporation allows us to issue preferred stock without stockholder approval
and our by-laws limit who may call special stockholder meetings. These
provisions could make it more difficult for a third party to acquire us and may
discourage acquisition bids or limit the price that investors might be willing
to pay in the future for shares of our common stock. The ownership of a
substantial number of our shares of common stock by GKH and our officers,
directors, employees and their affiliates also could discourage acquisition
bids. There are also provisions of Delaware law that could delay or make
difficult a merger, tender offer, or proxy contest. Please read the
"Description of Hanover Capital Stock" section of this prospectus.
Shares Eligible for Future Sale--The market price of our common stock could be
depressed by future sales.
Future sales of our common stock, or the perception that these sales could
occur, could adversely affect the market price of our common stock. We cannot
assure you as to when, and how many of, the shares of our common stock will be
sold and the effect those sales may have on the market price of our common
stock. In addition, we may issue additional shares of common stock in
connection with future acquisitions or other transactions. This year we
completed the acquisition of Applied Process Solutions, Inc. in an all stock
transaction for an aggregate of 2,303,294 shares of common stock. We also
recently acquired the compression services division from Dresser-Rand Company,
a business unit of Ingersoll-Rand Company, for an aggregate of
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2,919,681 shares of our common stock. In addition, we recently entered into an
agreement to acquire OEC Compression Corporation in an all stock transaction.
The actual number of shares of our common stock that will be issued pursuant to
the OEC agreement will not be determined until that transaction is consummated;
however, the maximum number of shares that may be issued is 1,229,511 and the
minimum number of shares that may be issued is 1,134,933. Although some of
these recently issued or to-be-issued securities are or will be subject to
regulatory or contractual resale restrictions, as these restrictions lapse or
if these shares are registered for sale to the public, they may be sold to the
public. In the event a substantial number of shares of our common stock become
available for unrestricted resale, there could be a material adverse effect on
the prevailing market price for our common stock.
Payment of Dividends--We may not be able to pay dividends on our common stock.
We have no obligation to pay dividends on our common stock. The declaration
and payment of dividends on our common stock is subject to and will depend
upon, among other things:
. our future earnings and financial condition, liquidity, and capital
requirements;
. our ability and the ability of Hanover Compression, Inc., or HCI, to pay
dividends under HCI's bank credit agreement;
. the general economic and regulatory climate; and
. other factors deemed relevant by our board of directors.
Our guarantee of HCI's senior debt restricts our ability to pay cash
dividends on our common stock.
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THE COMPANY
The information provided in this prospectus gives effect to a restructuring
of Hanover Compressor Company that was effected on December 9, 1999 (the
"Restructuring"). The sole purpose of the Restructuring was to create a holding
company, and the Restructuring has had and will have no effect on our business.
As a result of the Restructuring, "old" Hanover Compressor Company was renamed
Hanover Compression Inc. ("HCI") and became a wholly-owned subsidiary of a
newly created holding company called Hanover Compressor Company. Each share of
HCI was exchanged for one share of "new" Hanover Compressor Company, which
replaced "old" Hanover Compressor Company as the publicly held company whose
stock is traded on the New York Stock Exchange. Financial and other information
discussed in this prospectus for periods prior to the Restructuring relates to
HCI and its subsidiaries. Except as described in the previous sentence and
unless the context requires otherwise, "Hanover," "we," "us," "our" or similar
terms in this prospectus refer to "new" Hanover Compressor Company and its
subsidiaries. The information provided in this prospectus also gives effect to
the two-for-one split of Hanover's common stock effective June 13, 2000.
We are a leading provider of a broad array of natural gas compression
services in the United States and select international markets. We operate the
largest compressor rental fleet, in terms of horsepower, in the gas compression
industry and provide our services on a rental, contract compression,
maintenance, and acquisition leaseback basis. Our customers include independent
and major producers and distributors of natural gas throughout the Western
Hemisphere. Our products and services are essential to the production,
transportation, processing, and storage of natural gas. Founded in 1990 and
publicly held since 1997, we are the largest public company whose primary focus
is in the natural gas compression business. Our compression services are
complemented by our compressor and oil and gas production equipment fabrication
operations, which broaden our customer relationships both domestically and
internationally.
Through internal growth and a series of strategic acquisitions, we have
become the largest operator of rental compression horsepower capacity in the
United States, serving an estimated 28% of the domestic rental market. We began
international operations in 1995 and have become one of the largest providers
of compression services in the rapidly growing Latin American and Canadian
markets. As of September 30, 2000, our compression rental fleet included the
following:
<TABLE>
<CAPTION>
Units Horsepower
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<S> <C> <C>
U.S....................................................... 4,379 1,714,000
International............................................. 426 384,000
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Total Fleet............................................... 4,805 2,098,000
===== =========
</TABLE>
In addition to our business of providing natural gas compression services,
we also fabricate gas compressors for sale to third parties and for inclusion
in our rental fleet. We were the second largest fabricator of natural gas
compressors (by horsepower) in North America in 1999.
Complementing our gas compression businesses is our oil and gas production
equipment fabrication business. Oil and gas production equipment is typically
installed at the wellhead immediately before beginning large-scale production
and remains at the site for the life of the well. We fabricate equipment used
by oil and gas producers to separate and treat oil and gas immediately after it
is produced in order to facilitate further processing, transportation and sale.
Industry Overview
We compete primarily in the transportable natural gas compression market for
units of up to 4,400 horsepower. We believe that aggregate domestic natural gas
compression horsepower grew from approximately 8.8 million horsepower at the
end of 1992 to approximately 14.9 million horsepower at the end of 1999,
reflecting a compound annual growth rate of 8%. We believe that the domestic
gas compression market will
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continue to grow due to increasing consumption of natural gas, continued aging
of the natural gas reserve base and the attendant decline of wellhead
pressures, and the discovery of new reserves.
We believe that the rental portion of the domestic gas compression market
grew from approximately 1.8 million horsepower at the end of 1992 to
approximately 4.7 million horsepower at the end of 1999, reflecting a compound
annual growth rate of 15%. We believe that the growth in rental compression
capacity in the U.S. has been driven primarily by an increasing trend toward
outsourcing by energy producers and processors. Internationally, we believe
that similar growth opportunities for compressor rental and sales exist due to
anticipated increases in energy consumption worldwide, new international
environmental and conservation laws and increased outsourcing by energy
producers and processors. As worldwide gas consumption continues to grow, we
believe that there will also be a continued demand for the purchase and sale of
gas compression units.
The oil and gas production equipment industry is more sensitive than the gas
compression industry to the volatility of oil and natural gas prices,
indicating that the growth of this industry will more closely track the growth
of oil and gas production.
Growth Strategy
Our business strategy is to continue building on our reputation as the
premier operating company in natural gas compression and to grow the rental
fleet in accordance with a proven growth strategy. Our aggressive growth
strategy has generated the following results:
. aggregate horsepower capacity of our compressor rental fleet grew from
117,000 horsepower in 1992 to 2,098,000 horsepower at September 30, 2000;
. we maintained average horsepower utilization of approximately 92% from
1994 to 1999, compared to the average industry utilization which we
estimate to be approximately 83%;
. revenues increased from $33.1 million in 1992 to $317.0 million in 1999;
. earnings before interest, leasing expense, taxes, and depreciation and
amortization ("EBITDA") increased from $7.3 million in 1992 to $132.1
million in 1999; and
. net income grew from $1.0 million in 1992 to $40.4 million in 1999.
We intend to build on our results to date by continuing to pursue our growth
strategy, which includes the following key elements:
. delivering a comprehensive range of compression products and services;
. focusing on higher horsepower compression units;
. expanding our international operations;
. broadening our customer base by acquiring compressors from, and leasing
them back to, our customers;
. participating in the consolidation of the compression industry;
. acquiring other companies having assets or businesses which complement
ours;
. capitalizing on our decentralized management and operating structure to
provide superior customer service; and
. using equity incentives to attract and retain an experienced,
entrepreneurial, highly motivated management team.
We believe the successful execution of our growth strategy, combined with
our focus on and leadership position in the compression industry, will enable
us to continue to generate and realize significant growth opportunities.
Our principal executive office is located at 12001 North Houston Rosslyn,
Houston, Texas 77086, telephone (281) 447-8787.
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USE OF PROCEEDS
The selling stockholders will receive all of the proceeds from the sale of
the common stock offered by this prospectus. We will not receive any of the
proceeds from the sale of the common stock offered by this prospectus.
DESCRIPTION OF HANOVER CAPITAL STOCK
Our authorized capital stock currently consists of 200,000,000 shares of
common stock and 3,000,000 shares of preferred stock, $.001 par value per
share. The following summary description relating to the capital stock does not
purport to be complete. For a detailed description, reference is made to our
certificate of incorporation.
Common Stock
As of November 11, 2000, 66,331,797 shares of common stock were issued and
held of record by approximately 294 stockholders. The holders of common stock
are entitled to one vote for each share held of record on all matters submitted
to a vote of the stockholders. Subject to preferential rights with respect to
our preferred stock, holders of common stock are entitled to receive ratably
any dividends declared by our board of directors out of legally available
funds. On liquidation, dissolution, sale, or winding up of Hanover, holders of
common stock are entitled to share ratably in all assets remaining after
payment of liabilities and satisfaction of preferential rights. Holders of
common stock have no preemptive or subscription rights. The outstanding shares
of common stock are, and the shares of common stock to be issued upon
conversion of the preferred securities will be, fully paid and nonassessable.
We have never declared a dividend on the common stock, and our bank credit
agreement prohibits the payment of dividends on common stock without the
lenders' prior written consent. The payment of any such dividends also will be
subject to and may be limited by the terms of any preferred stock we may issue
in the future.
Transfer Agent And Registrar
The transfer agent and registrar for the common stock is ChaseMellon
Shareholder Services.
Preferred Stock
We are authorized to issue 3,000,000 shares of preferred stock. Our board of
directors may establish, without stockholder approval, one or more classes or
series of preferred stock having the number of shares, designations, relative
voting rights, dividend rates, liquidation, and other rights, preferences, and
limitations that the board of directors may designate. We believe that this
power to issue preferred stock provides flexibility in connection with possible
corporate transactions. The issuance of preferred stock, however, could
adversely affect the voting power of holders of common stock and restrict their
rights to receive payments upon liquidation of Hanover. It could also have the
effect of delaying, deferring or preventing a change in control of Hanover.
Mandatorily Redeemable Convertible Preferred Securities
In December 1999, we issued $86,250,000 of unsecured 7 1/4% Mandatorily
Redeemable Convertible Preferred Securities through Hanover Compressor Capital
Trust, a Delaware business trust and subsidiary of Hanover. The Convertible
Preferred Securities have a liquidation amount of $50 per unit. The Convertible
Preferred Securities mature in 30 years but we may redeem them partially or in
total any time on or after December 20, 2002. The Convertible Preferred
Securities provide for annual cash distributions at the rate of 7 1/4%, payable
quarterly in arrears; however, payments may be deferred for up to 20
consecutive quarters subject to certain restrictions. During any periods in
which payments are deferred, in general, Hanover cannot
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pay any dividend or distribution on our capital stock or redeem, purchase,
acquire, or make any liquidation on any of our capital stock. Each Convertible
Preferred Security is convertible into 2.7972 shares of Hanover common stock,
subject to adjustment for certain events.
Special Provisions Of The Certificate Of Incorporation And Delaware Law
Section 102(b)(7) of the Delaware General Corporation Law authorizes
corporations to limit or eliminate the personal liability of directors to
corporations and their stockholders for monetary damages for breach of
directors' fiduciary duty of care. Although Section 102(b) does not change
directors' duty of care, it enables corporations to limit available relief to
equitable remedies such as injunction or rescission. Our certificate of
incorporation limits the liability of directors (in their capacity as directors
but not in their capacity as officers) to us or our stockholders to the fullest
extent permitted by Section 102(b). Specifically, our directors will not be
personally liable for monetary damages for breach of a director's fiduciary
duty as a director, except for liability for (a) any breach of the director's
duty of loyalty to Hanover or our stockholders (b) acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (c) unlawful payments of dividends or unlawful stock repurchases or
redemptions as provided in Section 174 of the Delaware General Corporation Law
or (d) any transaction from which the director derived an improper personal
benefit.
To the maximum extent permitted by law, our certificate of incorporation and
bylaws provide for mandatory indemnification of directors and officers and
permit indemnification of our officers, employees, and agents against all
expense, liability, and loss to which they may become subject or which they may
incur as a result of being or having been a director, officer, employee, or
agent of Hanover or its subsidiaries. In addition, we must advance or reimburse
directors and may advance or reimburse officers, employees, and agents for
expenses incurred by them in connection with indemnifiable claims.
We are subject to the provisions of Section 203 of the Delaware General
Corporation Law. In general, Section 203 prohibits a public Delaware
corporation from engaging in a "business combination" with an "interested
stockholder" for a period of three years after the date of the transaction in
which the person became an interested stockholder, unless (a) before that
person became an interested stockholder, the corporation's board of directors
approved the transaction in which the interested stockholder became an
interested stockholder or approved the business combination; (b) upon
completion of the transaction that resulted in the interested stockholder's
becoming an interested stockholder, the interested stockholder owns at least
85% of the voting stock outstanding at the time the transaction commenced
(excluding stock held by directors who are also officers of the corporation and
by employee stock plans that do not provide employees with the right to
determine confidentially whether shares held subject to the plan will be
tendered in a tender or exchange offer); or (c) following the transaction in
which that person became an interested stockholder, the business combination is
approved by the corporation's board of directors and authorized at a meeting of
stockholders by the affirmative vote of the holders of at least two-thirds of
the outstanding voting stock not owned by the interested stockholder. Under
Section 203, these restrictions also do not apply to certain business
combinations proposed by an interested stockholder following the announcement
or notification of one of certain extraordinary transactions involving the
corporation and a person who was not an interested stockholder during the
previous three years or who became an interested stockholder with the approval
of a majority of the corporation's directors, if that extraordinary transaction
is approved or not opposed by a majority of the directors who were directors
before any person became an interested stockholder in the previous three years
or who were recommended for election or elected to succeed such directors by a
majority of such directors then in office. "Business combination" includes
mergers, assets sales, and other transactions resulting in a financial benefit
to the stockholder. "Interested stockholder" is a person who, together with
affiliates and associates, owns (or, within three years, did own) 15% or more
of the corporation's voting stock.
10
<PAGE>
SELLING STOCKHOLDERS
All of the 2,303,294 shares of common stock offered hereby were issued in
connection with our acquisition of Applied Process Solutions, Inc. in June 2000
in a transaction exempt from the registration requirements of the Securities
Act. The stockholders named below and their transferees, pledgees, donees or
successors (collectively, the "selling stockholders") may from time to time
offer and sell pursuant to this prospectus any or all of the common stock.
The following table sets forth, with respect to each of the selling
stockholders (i) the number of shares of common stock owned as of November 30,
2000 and prior to the offering contemplated hereby, (ii) the maximum number of
shares of common stock which may be sold in this offering, and (iii) the number
of shares of common stock which will be owned after the offering, assuming the
sale of all the shares of common stock offered hereby:
<TABLE>
<CAPTION>
Number of Number of
Shares of Number of Shares of
Common Stock Shares of Common Stock
Owned Prior Common Stock to be Owned
to the Offered After the
Selling Holder Offering Hereby Offering
-------------- ------------ ------------ ------------
<S> <C> <C> <C>
Jackson National Life Insurance
Company............................... 217,127 217,127 --
Old Hickory Fund I, L.L.C.............. 3,307 3,307 --
MIG Partners VIII...................... 47,282 47,282 --
Bank of America Investment Corp........ 189,128 189,128 --
Christopher F. Carmel.................. 22,996 22,996 --
Indian Spring LLC...................... 9, 954 9,954 --
Hamilton Robinson, Jr.................. 24,681 24,681 --
David R. MacKenzie..................... 26,797 26,797 --
APS Partners LLC....................... 68,513 68,513 --
Massachusetts Mutual Life Insurance
Company............................... 573,459 573,459 --
MassMutual Corporate Investors......... 143,268 143,268 --
MassMutual Participation Investors..... 71,633 71,633 --
Maloney Partners....................... 36,060 36,060 --
MJ Associates LP....................... 2,004 2,004 --
Robert C. Beck......................... 2,004 2,004 --
Hamilton E. James...................... 4,007 4,007 --
Dwight E. Lee.......................... 4,007 4,007 --
Elinore Flynn.......................... 4,007 4,007 --
Alan S. McDowell....................... 4,007 4,007 --
Christopher S. Moore................... 4,007 4,007 --
General Trust Company Limited.......... 12,020 12,020 --
Okabena Partnership V10................ 192,321 192,321 --
Axa Secondary Fund LP.................. 86,544 86,544 --
Paul Capital Partners V Holdings....... 97,361 97,361 --
Paul Capital Partners VI Holdings...... 32,454 32,454 --
Scott I. Oakford....................... 19,565 19,565 --
Ottavio Serena de Lapigio.............. 4,705 4,705 --
ROC Partners Inc....................... 134,967 134,967 --
MassMutual Corporate Value Partners
(Gerlach & Co.)....................... 15,593 15,593 --
Brad Goebel............................ 47,013 47,013 --
David Cook**........................... 24,080 24,080 --
Gary Palmer*........................... 24,080 24,080 --
Greg Chumik*........................... 24,080 24,080
Merlin Findlay*........................ 13,066 13,066 --
</TABLE>
11
<PAGE>
<TABLE>
<CAPTION>
Number of Number of
Shares of Number of Shares of
Common Stock Shares of Common Stock
Owned Prior Common Stock to be Owned
to the Offered After the
Selling Holder Offering Hereby Offering
-------------- ------------ ------------ ------------
<S> <C> <C> <C>
Peter Ferner*............................ 13,066 13,066
Peter S. MacFarlane*..................... 19,493 19,493 --
Nick Kolebaba*........................... 2,519 2,519 --
John H. Nodwell.......................... 10,548 10,548 --
Craig Wentworth*......................... 5,965 5,965 --
Martin A. Lambert........................ 4,242 4,242 --
Victoria McClenny*....................... 3,783 3,783 --
Rod Stewart*............................. 2,867 2,867 --
Gordon Hendley........................... 2,752 2,752 --
Hearl Boen*.............................. 2,752 2,752 --
Larry Brannan*........................... 2,293 2,293 --
Glenn Russell*........................... 2,180 2,180 --
James S. Atkins*......................... 2,179 2,179 --
Judy Ann Lofton*......................... 1,720 1,720 --
Mike McCarthy*........................... 344 344 --
Kenny Lee Smith*......................... 1,606 1,606 --
Wesley W. Cowett......................... 1,376 1,376 --
William James Row*....................... 1,147 1,147 --
Robert Williams.......................... 1,147 1,147 --
Brian Cooper*............................ 1,147 1,147 --
Charles Dean Guthrie*.................... 247 247 --
Dean Poohachow*.......................... 1,147 1,147 --
Jerry Leonard*........................... 1,147 1,147 --
Lester Phillips*......................... 1,147 1,147 --
Carolyn Smith*........................... 574 574 --
George Jackson Lee*...................... 574 574 --
Robert Webb*............................. 574 574 --
William Havenstrite, Jr.*................ 459 459 --
Gerry Stach*............................. 459 459 --
Stephen L. Stone*........................ 459 459 --
Danny R. Crawford*....................... 344 344 --
Robert Smith*............................ 344 344 --
Vera I. Webb*............................ 230 230 --
</TABLE>
--------
*The selling stockholder is an employee of a subsidiary of Hanover.
** Mr. Cook is a director of Maloney Industries Ltd. and Maloney Industries
(UK) Ltd., which are subsidiaries of Hanover.
12
<PAGE>
The prior table includes an aggregate of 460,000 shares held by ChaseMellon
Shareholder Services, as escrow agent, for payment by the selling stockholders
of certain contingent obligations related to Applied Process Solutions, Inc.
One-half of these shares will be held by ChaseMellon Shareholder Services until
January 3, 2001, and the remaining shares will be held until the earlier of
June 5, 2001 or the date which is fifteen days after the date of the audit
report of Hanover's independent public accountants with respect to Hanover's
audited financial statements for the year 2000. The following table sets forth
the shares held on behalf of each of the selling stockholders for this purpose.
The number of shares held may change from time to time depending on certain
facts and circumstances.
<TABLE>
<CAPTION>
Number
of Shares
Held in
Name of Selling Stockholder Escrow
--------------------------- ---------
<S> <C>
Jackson National Life Insurance Company............................... 37,205
Old Hickory Fund I, L.L.C............................................. 567
MIG Partners VIII..................................................... 9,443
Bank of America Investment Corp....................................... 37,771
Christopher F. Carmel................................................. 4,593
Indian Spring LLC..................................................... 1,988
Hamilton Robinson, Jr................................................. 4,929
David R. MacKenzie.................................................... 5,351
APS Partners LLC...................................................... 32,702
Massachusetts Mutual Life Insurance Company........................... 101,736
MassMutual Corporate Investors........................................ 26,685
MassMutual Participation Investors.................................... 13,342
Maloney Partners...................................................... 6,764
MJ Associates LP...................................................... 376
Robert C. Beck........................................................ 376
Hamilton E. James..................................................... 752
Dwight E. Lee......................................................... 752
Elinore Flynn......................................................... 752
Alan S. McDowell...................................................... 752
Christopher S. Moore.................................................. 752
General Trust Company Limited......................................... 2,255
Okabena Partnership V10............................................... 36,077
Axa Secondary Fund LP................................................. 16,234
Paul Capital Partners V Holdings...................................... 18,263
Paul Capital Partners VI Holdings..................................... 6,088
Scott I. Oakford...................................................... 3,907
Ottavio Serena de Lapigio............................................. 940
ROC Partners Inc...................................................... 35,701
MassMutual Corporate Value Partners (Gerlach & Co.)................... 3,114
Brad Goebel........................................................... 9,389
David Cook**.......................................................... 4,809
Gary Palmer*.......................................................... 4,809
Greg Chumik*.......................................................... 4,809
Merlin Findlay*....................................................... 4,007
Peter Ferner*......................................................... 4,007
Peter S. MacFarlane*.................................................. 3,893
Nick Kolebaba*........................................................ 2,519
John H. Nodwell....................................................... 2,106
Craig Wentworth*...................................................... 1,190
Martin A. Lambert..................................................... 847
</TABLE>
13
<PAGE>
<TABLE>
<CAPTION>
Number
of Shares
Held in
Name of Selling Stockholder Escrow
--------------------------- ---------
<S> <C>
Victoria McClenny*.................................................... 755
Rod Stewart*.......................................................... 573
Gordon Hendley........................................................ 550
Hearl Boen*........................................................... 550
Larry Brannan*........................................................ 458
Glenn Russell*........................................................ 435
James S. Atkins*...................................................... 435
Judy Ann Lofton*...................................................... 344
Mike McCarthy*........................................................ 344
Kenny Lee Smith*...................................................... 321
Wesley W. Cowett...................................................... 275
William James Row*.................................................... 229
Robert Williams....................................................... 229
Brian Cooper*......................................................... 229
Charles Dean Guthrie*................................................. 229
Dean Poohachow*....................................................... 229
Jerry Leonard*........................................................ 229
Lester Phillips*...................................................... 229
Carolyn Smith*........................................................ 115
George Jackson Lee*................................................... 115
Robert Webb*.......................................................... 115
William Havenstrite, Jr.*............................................. 92
Gerry Stach*.......................................................... 92
Stephen L. Stone*..................................................... 92
Danny R. Crawford*.................................................... 69
Robert Smith*......................................................... 69
Vera I. Webb*......................................................... 46
</TABLE>
--------
* The selling stockholder is an employee of a subsidiary of Hanover.
** Mr. Cook is a director of Maloney Industries Ltd. and Maloney Industries
(UK) Ltd., which are subsidiaries of Hanover.
Except as otherwise noted, none of the selling stockholders has or has had,
within the past three years, any position, office, or other material
relationship with Hanover or any of their respective predecessors or
affiliates.
Because the selling stockholders may, pursuant to this prospectus, offer all
or some portion of the common stock they presently hold, no estimate can be
given as to the shares of common stock that will be held by the selling
stockholders upon termination of any such sales. In addition, the selling
stockholders identified above may have sold, transferred, or otherwise disposed
of all or a portion of their common stock since the date on which they provided
the information regarding their common stock in a transaction exempt from the
registration requirements of the Securities Act.
14
<PAGE>
Only selling stockholders identified above who beneficially own the common
stock set forth opposite each such selling stockholder's name in the foregoing
table on the effective date of the registration statement of which this
prospectus forms a part may sell common stock pursuant to the registration
statement. We may from time to time include additional selling stockholders in
supplements to this prospectus.
We will pay the expenses of registering the common stock being sold
hereunder.
15
<PAGE>
PLAN OF DISTRIBUTION
The purpose of this prospectus is to permit the selling stockholders to
offer for sale or to sell shares of common stock at such time and at such
prices as they, in their sole discretion, choose. We will not receive any of
the proceeds from these offerings or sales.
Except for the shares retained by ChaseMellon Shareholder Services, as
escrow agent as collateral (see "Selling Stockholders"), the selling
stockholders may sell or distribute some or all of their shares from time to
time through dealers or brokers or other agents or directly to one or more
purchasers in transactions (which may involve crosses and block transactions)
on the New York Stock Exchange or other exchanges on which our common stock may
be listed for trading, in privately negotiated transactions (including sales
pursuant to pledges) or in the over-the-counter market, or in brokerage
transactions, or in a combination of these transactions. Such transactions may
be effected by the selling stockholders at market prices prevailing at the time
of sale, at prices related to such prevailing market prices, at negotiated
prices, or at fixed prices, which may be changed. Brokers, dealers, or their
agents participating in such transactions as agent may receive compensation in
the form of discounts, concessions or commissions from the selling stockholders
(and, if they act as agent for the purchaser of the shares, from the
purchaser). Such discounts, concessions or commissions as to a particular
broker, dealer or other agent might be in excess of those customary in the type
of transaction involved.
The selling stockholders and any such brokers, dealers or other agents that
participate in such distribution may be deemed to be "underwriters" within the
meaning of the Securities Act, and any discounts, commissions or concessions
received by any such brokers, dealers or other agents might be deemed to be
underwriting discounts and commissions under the Securities Act.
In connection with the offer and sale of the shares of common stock by the
selling stockholders, various state securities laws and regulations require
that any such offer and sale should be made only through the use of a broker-
dealer registered as such in any state where a selling stockholder engages such
broker-dealer and in any state where such broker-dealer intends to offer and
sell shares.
Under applicable rules and regulations under the Exchange Act, any person
engaged in a distribution of the shares of common stock offered hereby may not
simultaneously engage in market activities with respect to common stock for the
applicable period under Regulation M prior to the commencement of such
distribution. In addition, the selling stockholders will be subject to
applicable provisions of the Exchange Act and the rules and regulations
thereunder, including Rule 10B-5 and Regulation M, which provisions may limit
the timing of purchases and sale of any of the shares by the selling
stockholders. All of the foregoing may affect the marketability of the shares
offered hereby.
We will pay all expenses of the registration of the offered securities,
including Commission filing fees and expenses of compliance with state
securities or "blue sky" laws. The selling stockholders will pay any
underwriting discounts and selling commissions. The selling stockholders will
be indemnified by us against certain civil liabilities, including certain
liabilities under the Securities Act, or they will be entitled to contribution
in connection therewith. The selling stockholders will severally indemnify us
against certain civil liabilities, including certain liabilities under the
Securities Act, or we will be entitled to contribution in connection therewith.
We have agreed, subject to certain suspensions of effectiveness and
adjustments to the period of effectiveness, to use our best efforts to keep the
registration statement continuously effective for a period of two years from
its effective date or a shorter period that will terminate upon the earlier of
the date on which all of the offered securities have been sold under the
registration statement or upon the occurrence of certain other events.
16
<PAGE>
LEGAL MATTERS
The validity of the common stock will be passed upon by Latham & Watkins,
Chicago, Illinois.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly, and special reports, proxy statements and other
information with the SEC. Our SEC filings are available to the public over the
Internet at the SEC's web site at http://www.sec.gov. These filings include
previous filings made by our predecessor, which was also called "Hanover
Compressor Company." You may also read and copy any document we file at the
SEC's public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549,
and at the regional offices of the SEC located at 7 World Trade Center, Suite
1300, New York, New York 10048 and at 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661. You may obtain information on the operation of the
SEC's public reference room in Washington, D.C. by calling the SEC at 1-800-
SEC-0330. We also file information with The New York Stock Exchange. These
reports, proxy statements and other information may be read and copied at 20
Broad Street, New York, New York 10005.
This prospectus, which constitutes a part of a registration statement on
Form S-3 that we filed with the Commission under the Securities Act of 1933,
omits certain information contained in the registration statement.
Accordingly, you should refer to the registration statement and its exhibits
for further information with respect to Hanover Compressor Company and the
shares of common stock offered hereby. Furthermore, statements contained in
this prospectus or in any document incorporated in this prospectus by
reference regarding any contract or other document are not necessarily
complete, and, in each instance, you should refer to the copy of the contract
or other document filed with the Commission as an exhibit to the registration
statement.
In this prospectus we have incorporated by reference certain reports and
other information we and our predecessor have filed, or will file, with the
SEC. The information incorporated by reference is an important part of this
prospectus, and information that we file later with the SEC will automatically
update and supersede this information. We incorporate by reference the
documents listed below and any further filings made with the SEC under
Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act until all of the
securities are sold or this offering is terminated:
. our Annual Report on Form 10-K for the year ended December 31, 1999;
. our Quarterly Reports on Form 10-Q for the fiscal quarters ended March
31, 2000; June 30, 2000; and September 30, 2000; and
. our Current Reports on Form 8-K dated May 5, 2000; May 23, 2000; June 7,
2000; July 13, 2000; July 19, 2000; September 14, 2000; November 9, 2000;
November 13, 2000; and November 22, 2000.
You may request a copy of these filings at no cost, by writing or
telephoning us at the following address:
Hanover Compressor Company, 12001 North Houston Rosslyn, Houston, Texas
77086, Attention: Corporate Secretary, Telephone: (281) 447-8787
EXPERTS
The financial statements incorporated in this prospectus by reference to
the Annual Report on Form 10-K of Hanover Compressor Company for the year
ended December 31, 1999 and the audited historical financial statements of the
Dresser-Rand Compression Services Rental and Packaging Division included under
Item 7(a) of Hanover Compressor Company's Current Report on Form 8-K/A dated
November 13, 2000 have been so incorporated in reliance on the reports of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.
17
<PAGE>
2,303,294 Shares
Hanover Compressor Company
Common Stock
----------------
PROSPECTUS
----------------
, 2000
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the estimated expenses in connection with the
distribution of the securities covered by this Registration Statement. All of
the expenses will be borne by the Company except as otherwise indicated.
<TABLE>
<S> <C>
Registration fee.................................................. $19,191
Fees and expenses of accountants.................................. 10,000
Fees and expenses of legal counsel................................ 25,000
Printing and engraving expenses................................... 20,000
Miscellaneous..................................................... 2,000
-------
Total........................................................... $76,191
=======
</TABLE>
Item 15. Indemnification of Directors and Officers.
The Company is empowered by Section 145 of the Delaware General Corporation
Law (the "DGCL"), subject to the procedures and limitations stated therein, to
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending, or completed action, suit, or proceeding by reason
of the fact that such person is or was a director, officer, employee, or agent
of the company, or is or was serving at the request of the company as a
director, officer, employee, or agent of another corporation or other
enterprise, against reasonable expenses (including attorneys' fees), judgments,
fines, and amounts paid in settlement actually incurred by him in connection
with such action, suit, or proceeding, if such director, officer, employee, or
agent acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the company and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. The Company is required by Section 145 to indemnify any person
against reasonable expenses (including attorneys' fees) actually incurred by
him in connection with an action, suit, or proceeding in which he is a party
because he is or was a director, officer, employee, or agent of the company or
is or was serving at the request of the company as a director, officer,
employee, or agent of another corporation or other enterprise, if he has been
successful, on the merits or otherwise, in the defense of the action, suit, or
proceeding. Section 145 also allows a corporation to purchase and maintain
insurance on behalf of any such person against any liability asserted against
him in any such capacity, or arising out of his status as such, whether or not
the corporation would have the power to indemnify him against such liability
under the provisions of Section 145. In addition, Section 145 provides that
indemnification pursuant to its provisions is not exclusive of other rights of
indemnification to which a person may be entitled under any bylaw, agreement,
vote of shareholders or disinterested directors, or otherwise.
Article Eight of the Company's charter provides that the Company shall
indemnify and hold harmless all officers and directors of the Company and
advance expenses reasonably incurred by such officers and directors in
defending any civil, criminal, administrative, or investigative action, suit,
or proceeding, in accordance with and to the fullest extent permitted by
Section 145 of the DGCL.
II-1
<PAGE>
Item 16. Exhibits.
The following documents are filed as exhibits to this Registration
Statement, including those exhibits incorporated herein by reference to a prior
filing of the Company under the Securities Act or the Exchange Act as indicated
in parenthesis:
<TABLE>
<CAPTION>
Exhibit
No. Description
------- -----------
<C> <S>
4.1 Certificate of Incorporation of Hanover Compressor Holding Co.
(incorporated by reference to Exhibit 3.1 to the Company's Annual
Report on Form 10-K for the year ended December 31, 1999).
4.2 Certificate of Amendment to Certificate of Incorporation of Hanover
Compressor Holding Co. dated December 9, 1999 (incorporated by
reference to Exhibit 3.2 to the Company's Annual Report on Form 10-K
for the year ended December 31, 1999).
4.3 Bylaws of Hanover Compressor Company (incorporated by reference to
Exhibit No. 3.3 to the Company's Annual Report on Form 10-K for the
year ended December 31, 1999).
4.4 Form of Hanover Compressor Company Common Stock certificate
(incorporated by reference to Exhibit 4.11 to the Company's
Registration Statement on Form S-1 (File No. 333-27953), as amended).
5.1 Opinion of Latham & Watkins as to the validity of the common stock
(previously filed).
10.1 Agreement and Plan of Merger, dated as of May 3, 2000, by and among
Hanover Compressor Company, APSI Acquisition Corporation and Applied
Process Solutions, Inc. (incorporated by reference Exhibit 10.48 to
the Company's Quarterly Report on Form 10-Q for the Quarter ended
June 30, 2000).
10.2 Amendment No. 1, dated as of May 31, 2000, to the Agreement and Plan
of Merger, by and among Hanover Compressor Company, APSI Acquisition
Corporation and Applied Process Solutions, Inc. (incorporated by
reference to Exhibit 10.49 to the Company's Quarterly Report on Form
10-Q for the Quarter ended June 30, 2000).
10.3 Amendment No. 2, dated as of October 24, 2000, to the Agreement and
Plan of Merger, by and among Hanover Compressor Company, APSI
Acquisition Corporation and Applied Process Solutions, Inc.
(incorporated by reference to Exhibit 10.50 to the Company's Quarterly
Report on Form 10-Q for the quarter ended September 30, 2000).
23.1 Consent of PricewaterhouseCoopers LLP, independent accountants.
23.2 Consent of PricewaterhouseCoopers LLP, independent accountants.
23.3 Consent of Latham & Watkins (included in the opinion filed as Exhibit
5.1).
24.1 Powers of Attorney (previously filed).
</TABLE>
Item 17. Undertakings
(a) The registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement; notwithstanding the foregoing, any
increase or decrease in the volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and
II-2
<PAGE>
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement; provided, however, that the undertakings set forth in
clauses (i) and (ii) above do not apply if the information required to
be included in a post-effective amendment by those clauses is contained
in periodic reports filed with or furnished to the Securities and
Exchange Commission by the Company pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange
Act of 1934 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the registration statement shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers, and controlling persons of
the registrant pursuant to the provisions set forth in Item 15 or otherwise,
the registrant has been advised that, in the opinion of the Securities and
Exchange Commission, such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by a
registrant of expenses incurred or paid by a director, officer, or controlling
person of the registrant in the successful defense of any action, suit, or
proceeding) is asserted by such director, officer, or controlling person in
connection with the securities being registered, the registrant will, unless,
in the opinion of its counsel, the matter has been settled by controlling
precedent, submit the question of whether such indemnification is against
public policy as expressed in the Act to a court of appropriate jurisdiction
and will be governed by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Hanover Compressor Company certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas,
on December 29, 2000.
Hanover Compressor Company
*
By: _________________________________
Michael J. McGhan
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed below by the following persons in the
capacities indicated on the 29th day of December, 2000.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
* President and Chief Executive Officer
______________________________________ (Principal Executive Officer and Director)
Michael J. McGhan
/s/ William S. Goldberg Chief Financial Officer and Director
______________________________________ (Principal Financial and Accounting
William S. Goldberg Officer)
* Director
______________________________________
Ted Collins, Jr.
* Director
______________________________________
Robert R. Furgason
* Director
______________________________________
Melvyn N. Klein
* Director
______________________________________
Michael A. O'Connor
* Director
______________________________________
Alvin V. Shoemaker
*By: /s/ William S. Goldberg
______________________________________
William S. Goldberg
Attorney-in-Fact
</TABLE>
II-4
