8-K 1 h13604e8vk.txt HANOVER COMPRESSOR COMPANY 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): March 11, 2004 HANOVER COMPRESSOR COMPANY (Exact name of registrant as specified in its charter) Delaware 1-13071 76-0625124 (State or other jurisdiction (Commission File (IRS Employer of incorporation) Number) Identification No.) 12001 North Houston Rosslyn Houston, Texas 77086 (Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (281) 447-8787 Item 5. Other Events. Hanover Compressor Company received a letter today from the administrative trustee of the GKH Liquidating Trust (the "Trust") indicating that it had decided to distribute 5,774,795 shares of the 8,274,795 shares of Hanover common stock owned by the Trust (formerly held by GKH Investments, L.P.) and GKH Partners, L.P. (as nominee for GKH Private Limited) (collectively, "GKH") to the relevant beneficiaries. The remaining 2,500,000 shares held by GKH will, as previously announced by the Company, be paid as part of the global shareholder litigation settlement, which became final as of March 10, 2004. As of March 5, 2004, Hanover Compressor had approximately 83,036,605 shares outstanding. A copy of the letter sent by the administrative trustee to the Company is attached to this report as Exhibit 99.1. Item 7. Financial Statements and Exhibits. (a) Financial Statements of Business Acquired Not applicable (b) Pro Forma Financial Information. Not applicable. (c) Exhibits. 99.1 Letter from GKH Partners, L.P., to Mark S. Berg, Senior Vice President and General Counsel of Hanover Compressor Company dated March 11, 2004. 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: March 11, 2004 By: /s/ John E. Jackson ---------------------------------- Name: John E. Jackson Title: Senior Vice President and Chief Financial Officer Exhibit Index Exhibit Number Description ------- --------------------------------------------------------------------- 99.1 Letter from GKH Partners, L.P. to Mark S. Berg, Senior Vice President and General Counsel of Hanover Compressor Company dated March 11, 2004.