8-A12B 1 d8a12b.htm FORM 8-A Form 8-A

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-A

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

HANOVER COMPRESSOR
COMPANY
   HANOVER COMPRESSION
LIMITED PARTNERSHIP
(Exact Name of Registrant as Specified in its Charter)    (Exact Name of Registrant as Specified in its Charter)
Delaware    Delaware
(State of Incorporation or Organization)    (State of Incorporation or Organization)
76-0625124    75-2344249
(IRS Employer Identification No.)    (IRS Employer Identification No.)

 

12001 N. Houston Rosslyn Road

Houston, Texas 77086

(Address of Principal Executive Offices, including Zip Code)

 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box.    x

 

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box.    ¨

 

Securities Act registration statement file numbers to which this form relates:

  333-106386
    333-106386-01

 

Securities to be registered pursuant to Section 12(b) of the Act:

 

Title of Each Class

To Be So Registered


 

Name Of Each Exchange On Which

Each Class Is To Be Registered


$200,000,000 8.625% Senior Notes due 2010

fully and unconditionally guaranteed by

Hanover Compression Limited Partnership

  New York Stock Exchange

 

Securities to be registered pursuant to Section 12(g) of the Act:

 

None

(Title of Class)

 


 


INFORMATION REQUIRED IN REGISTRATION STATEMENT

 

Item 1. Description of Registrant’s Securities to be Registered.

 

The information required by this Item is incorporated by reference from the information set forth in the section captioned “Description of notes” in the Registrants’ prospectus supplement dated December 9, 2003 and filed with the Securities and Exchange Commission on December 10, 2003 pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended, as part of the Registrants’ shelf registration statement on Form S-3 (Registration No. 333-106386).

 

Item 2. Exhibits.

 

The following exhibits to this Registration Statement on Form 8-A are filed herewith.

 

Exhibit
No.


  

Description


4.1    Senior Indenture, dated December 15, 2003, between Hanover Compressor Company and Wachovia Bank, National Association, as trustee
4.2    First Supplemental Indenture, dated December 15, 2003, among Hanover Compressor Company, Hanover Compression Limited Partnership and Wachovia Bank, National Association, as trustee
4.3    Form of Global Note representing $200,000,000 aggregate principal amount of 8.625% Senior Notes due 2010 (included in Exhibit 4.2 as Exhibit A thereto)

 


SIGNATURE

 

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

 

HANOVER COMPRESSOR COMPANY
By:  

/s/    Mark S. Berg

 

Name:

 

Mark S. Berg

Title:

  Senior Vice President, General Counsel and Secretary

 

HANOVER COMPRESSION LIMITED PARTNERSHIP
By:  

HANOVER COMPRESSION GENERAL HOLDINGS, LLC,

its General Partner

     

 

By:  

/s/    Mark S. Berg

 

Name:

 

Mark S. Berg

Title:

  Senior Vice President and General Counsel and Manager of the General Partner

 

Date: December 11, 2003

 


INDEX TO EXHIBITS

 

4.1    Senior Indenture, dated December 15, 2003, between Hanover Compressor Company and Wachovia Bank, National Association, as trustee
4.2    First Supplemental Indenture, dated December 15, 2003, among Hanover Compressor Company, Hanover Compression Limited Partnership and Wachovia Bank, National Association, as trustee
4.3    Form of Global Note representing $200,000,000 aggregate principal amount of 8.625% Senior Notes due 2010 (included in Exhibit 4.2 as Exhibit A thereto)