-----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, SCY4kBRwDYUZh6lsNGDNQjXEh88bhxnSfSUyqg5I8LdGB9VpsgT9koGFt8jfZmgu S/KLbv4CQ/6vIKNbYYDG3g== 0000950142-04-000763.txt : 20040312 0000950142-04-000763.hdr.sgml : 20040312 20040312122326 ACCESSION NUMBER: 0000950142-04-000763 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20040312 GROUP MEMBERS: GKH INVESTMENTS, L.P. GROUP MEMBERS: GKH PARTNERS, L.P. SUBJECT COMPANY: 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: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-53011 FILM NUMBER: 04665109 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GKH INVESTMENTS L P CENTRAL INDEX KEY: 0000931449 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 363517804 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 200 W MADISON ST STREET 2: STE 3800 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3127508477 MAIL ADDRESS: STREET 1: 200 W MADISON ST STREET 2: STE 3800 CITY: CHICAGO STATE: IL ZIP: 60606 SC 13G/A 1 sc13ga3_hanover.txt AMENDMENT NO. 3 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3 )* HANOVER COMPRESSOR COMPANY (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 410768 10 5 (CUSIP Number) March 11, 2004 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed. [_] Rule 13d-1(b) [_] Rule 13d-1(c) [X] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act. (Continued on following page(s)) Page 1 of 10 Pages CUSIP No. 410768 10 5 13G Page 2 of 10 Pages (1) Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (entities only) GKH Investments, L.P. (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [_] (b) [X] (3) SEC Use Only (4) Citizenship or Place of Organization Delaware Number of Shares (5) Sole Voting Power Beneficially Owned -0- by Each Reporting Person With (6) Shared Voting Power -0- (7) Sole Dispositive Power -0- (8) Shared Dispositive Power -0- (9) Aggregate Amount Beneficially Owned by Each Reporting Person -0- (10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [_] (11) Percent of Class Represented by Amount in Row (9) 0.0% (12) Type of Reporting Person (See Instructions) PN CUSIP No. 410768 10 5 13G Page 3 of 10 Pages (1) Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (entities only) GKH Partners, L.P. (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [_] (b) [X] (3) SEC Use Only (4) Citizenship or Place of Organization Delaware Number of Shares (5) Sole Voting Power Beneficially Owned -0- by Each Reporting Person With (6) Shared Voting Power -0- (7) Sole Dispositive Power -0- (8) Shared Dispositive Power -0- (9) Aggregate Amount Beneficially Owned by Each Reporting Person -0- (10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [_] (11) Percent of Class Represented by Amount in Row (9) 0.0% (12) Type of Reporting Person (See Instructions) PN CUSIP No. 410768 10 5 13G Page 4 of 10 Pages Item 1(a). Name Of Issuer: Hanover Compressor Company Item 1(b). Address of Issuer's Principal Executive Offices: 12001 North Houston Rosslyn Houston, Texas 77086 Item 2(a). Name of Person Filing: (i) GKH Investments, L.P.; and (ii) GKH Partners, L.P. Item 2(b). Address of Principal Business Office or, if none, Residence: (i) GKH Investments, L.P. 200 West Madison Street Suite 3800 Chicago, Illinois 60606 (ii) GKH Partners, L.P. 200 West Madison Street Suite 3800 Chicago, Illinois 60606 Item 2(c). Citizenship: (i) GKH Investments, L.P. - Delaware (ii) GKH Partners, L.P. - Delaware Item 2(d). Title of Class of Securities: Common stock, $0.001 par value per share. Item 2(e). CUSIP Number: 410768 10 5 CUSIP No. 410768 10 5 13G Page 5 of 10 Pages Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether filing person is a: (a) [_] Broker or dealer registered under Section 15 of the Act (b) [_] Bank as defined in Section 3(a)(6) of the Act (c) [_] Insurance company as defined in Section 3(a)(19) of the Act (d) [_] Investment company registered under Section 8 of the Investment Company Act (e) [_] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E) (f) [_] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F) (g) [_] A parent holding company or control person in accordance with Rule 13d-1(b)(ii)(G) (h) [_] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813) (i) [_] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3) (j) [_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J) If this statement is filed pursuant to Rule 13d-1(c), check this box. [_] Item 4. Ownership 1. GKH Investments, L.P. (a) Amount Beneficially Owned: As of March 11, 2004: -0- shares (b) Percent of Class: 0.0% (c) Number of shares as to which the person has: (i) sole power to vote or direct the vote: -0- (ii) shared power to vote or direct the vote: -0- (iii) sole power to dispose or to direct the disposition of: -0- (iv) shared power to dispose or to direct the disposition of: -0- CUSIP No. 410768 10 5 13G Page 6 of 10 Pages 2. GKH Partners, L.P. (a) Amount Beneficially Owned: As of March 11, 2004: -0- shares (b) Percent of Class: 0.0% (c) Number of shares as to which the person has: (i) sole power to vote or direct the vote: -0- (ii) shared power to vote or direct the vote: -0- (iii) sole power to dispose or to direct the disposition of: -0- (iv) shared power to dispose or to direct the disposition of: -0- Item 5. Ownership of Five Percent or Less of a Class. If this Schedule is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent on the class of securities, check the following box. [X] Item 6. Ownership of More than Five Percent on Behalf of Another Person. Not applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. Not applicable. Item 8. Identification and Classification of Members of the Group. Not applicable. Item 9. Notice of Dissolution of Group. Not applicable. CUSIP No. 410768 10 5 13G Page 7 of 10 Pages Item 10. Certification. By signing below, I certify that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. CUSIP No. 410768 10 5 13G Page 8 of 10 Pages SIGNATURE After reasonable inquiry and to the best of their knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: March 11, 2004 GKH LIQUIDATING TRUST, a Delaware statutory trust, the successor to GKH Investments, L.P. By: GKH PARTNERS, L.P., a Delaware limited partnership, the administrative trustee By: JAKK HOLDING CORP., a Nevada corporation, its general partner /s/ Melvyn N. Klein ------------------------------------------- Melvyn N. Klein President Date: March 11, 2004 GKH PARTNERS, L.P., a Delaware limited partnership By: JAKK HOLDING CORP., a Nevada corporation, its general partner /s/ Melvyn N. Klein ------------------------------------------- Melvyn N. Klein President CUSIP No. 410768 10 5 13G Page 9 of 10 Pages EXHIBIT INDEX EXHIBIT NO. DESCRIPTION PAGE NO. - ----------- ----------- -------- 99.1 Joint Filing Agreement, dated as of March 11, 9 2004, by and between GKH Liquidating Trust, the successor to GKH Investments, L.P., and GKH Partners, L.P. EX-99 3 ex1-sc13ga3_hanover.txt EXHIBIT 99.1 CUSIP No. 410768 10 5 13G Page 10 of 10 Pages EXHIBIT 99.1 ------------ JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Shares of Hanover Compressor Company, dated as of March 11, 2004, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(c) under the Securities Exchange Act of 1934. Date: March 11, 2004 GKH LIQUIDATING TRUST, a Delaware statutory trust, the successor to GKH Investments, L.P. By: GKH PARTNERS, L.P., a Delaware limited partnership, the administrative trustee By: JAKK HOLDING CORP., a Nevada corporation, its general partner /s/ Melvyn N. Klein ------------------------------------------- Melvyn N. Klein President Date: March 11, 2004 GKH PARTNERS, L.P., a Delaware limited partnership By: JAKK HOLDING CORP., a Nevada corporation, its general partner /s/ Melvyn N. Klein ------------------------------------------- Melvyn N. Klein President -----END PRIVACY-ENHANCED MESSAGE-----