-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Mc+xMcwVUafuHBsM0wChqVRsJuUY+syNSuT0Bs4jlvrDcfjRiyEd2Xo7FczOp/7N IawSVrBMu6sDTggdynhywg== 0000950129-07-002833.txt : 20070604 0000950129-07-002833.hdr.sgml : 20070604 20070604103225 ACCESSION NUMBER: 0000950129-07-002833 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20070530 ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20070604 DATE AS OF CHANGE: 20070604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HANOVER COMPRESSOR CO / CENTRAL INDEX KEY: 0000909413 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EQUIPMENT RENTAL & LEASING, NEC [7359] IRS NUMBER: 752344249 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13071 FILM NUMBER: 07896021 BUSINESS ADDRESS: STREET 1: 12001 N HOUSTON ROSSLYN CITY: HOUSTON STATE: TX ZIP: 77086 BUSINESS PHONE: 2814478787 MAIL ADDRESS: STREET 1: 12001 NORTH HOUSTON ROSSLYN CITY: HOUSTON STATE: TX ZIP: 77086 FORMER COMPANY: FORMER CONFORMED NAME: HANOVER COMPRESSOR CO DATE OF NAME CHANGE: 19960716 8-K 1 h46570ke8vk.htm FORM 8-K e8vk
Table of Contents

 
 
UNITED STATES
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): May 30, 2007
HANOVER COMPRESSOR COMPANY
(Exact Name of Registrant as Specified in Its Charter)
         
Delaware   001-13071   76-0625124
(State or Other Jurisdiction of   (Commission   (I.R.S. Employer
Incorporation or Organization)   File Number)   Identification No.)
     
12001 North Houston Rosslyn   77086
Houston, Texas   (Zip Code)
(Address of Principal Executive Offices)    
Registrant’s Telephone Number, including Area Code: (281)447-8787
Not Applicable.
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


TABLE OF CONTENTS

Item 3.02. Unregistered Sales of Equity Securities
SIGNATURES


Table of Contents

Item 3.02. Unregistered Sales of Equity Securities
On various dates from May 8, 2007 through May 30, 2007, holders of 71/4% Convertible Preferred Securities due 2029 (“TIDES Preferred Securities”) of Hanover Compressor Capital Trust (the “Trust”) converted $7,857,150 in aggregate principal amount of TIDES Preferred Securities into 439,532 shares of common stock of Hanover Compressor Company (the “Company”) as a result of the Company’s call for redemption of $8,121,050 aggregate principal amount of the Convertible Junior Subordinated Debentures Due 2029 (the “Debentures”). All of the Debentures are owned by the Trust and the Trust is required to use the proceeds received from such redemption to redeem a corresponding amount of the TIDES Preferred Securities and the Trust’s 7 1/4% Convertible Common Securities (“TIDES Common Securities”). The Company owns all of the TIDES Common Securities. No TIDES Common Securities have been converted to date. Set forth below is a chart which shows all conversions of TIDES Preferred Securities since May 8, 2007.
                 
    Principal Amount     Number of  
    of TIDES     Shares of  
    Preferred Securities     Common Stock  
Date of Conversion   Converted     Issued  
5/08/07
  $ 5,250       293  
5/14/07
    474,450       26,540  
5/15/07
    1,520,250       85,047  
5/16/07
    104,850       5,865  
5/17/07
    512,750       28,681  
5/18/07
    5,850       327  
5/22/07
    201,450       11,266  
5/23/07
    59,850       3,347  
5/24/07
    955,900       53,476  
5/25/07
    1,521,750       85,131  
5/29/07
    2,490,900       139,341  
5/30/07
    9,150       511  
 
           
Total
  $ 7,862,400       439,825  
 
           
Of the $7,873,500 aggregate principal amount of TIDES Preferred Securities called for redemption by the Trust on May 10, 2007, $7,857,150 was converted into 439,532 shares of Hanover Common Stock. The Company previously reported that the Trust made partial calls for redemption of the TIDES Preferred Securities and TIDES Common Securities on the basis of one TIDES Preferred or Common Security per $50 principal amount of Debentures which at the election of the holder thereof could be immediately converted into shares of common stock of the Company at a conversion price of approximately $17.875 per share, or 2.7972 shares of common stock of the Company per $50 principal amount. The Company has fully and unconditionally guaranteed the obligations of the Trust to the holders of the TIDES Preferred Securities and the TIDES Common Securities. With the completion of this most recent call, all TIDES Preferred Securities and TIDES Common Securities, as well as the underlying Debentures, have been fully redeemed or converted into Hanover common stock.
The shares of common stock were issued solely to holders of the TIDES Preferred Securities upon conversion of the TIDES Preferred Securities pursuant to the exemption from registration provided under Section3(a)(9) of the Securities Act of 1933, as amended, which is available since the shares of common stock were exchanged by the Company with its existing security holders exclusively where no commission or other remunerations was paid or given directly or indirectly for soliciting such an exchange.

 


Table of Contents

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 4, 2007  By:   /s/ Suzanne B. Kean    
    Name:   Suzanne B. Kean   
    Title:   Vice President and Deputy General
Counsel 
 
 

 

-----END PRIVACY-ENHANCED MESSAGE-----