8-K 1 h42595e8vk.htm FORM 8-K e8vk
 

 
 
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) January 3, 2007
Hanover Compressor Company
 
(Exact name of registrant as specified in its charter)
         
Delaware   1-13071   76-0625124
         
(State or other jurisdiction
of incorporation) 		  (Commission
File Number) 		  (IRS Employer
Identification No.)
     
12001 N. Houston Rosslyn Road
Houston, Texas 		   
77086
     
(Address of principal executive offices)   (Zip Code)
(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:
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))
 
 

 

 

Item 3.02.   Unregistered Sales of Equity Securities
     On various dates from December 22, 2006 through January 3, 2007, holders of 71/4% Convertible Preferred Securities due 2029 (“TIDES Preferred Securities”) of Hanover Compressor Capital Trust (the “Trust”) converted the approximately $20,052,700 in aggregate principal amount of TIDES Preferred Securities into 1,121,800 shares of common stock of Hanover Compressor Company (the “Company”) common stock as a result of the Company’s call for redemption of $20,871,000 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 71/4% Convertible Common Securities (“TIDES Common Securities”). The Company owns all of the TIDES Common Securities of the Trust. No TIDES Common Securities have been converted to date. Set forth below is a chart which shows all conversions of TIDES Preferred Securities to date.
                 
    Principal Amount   Number of
    of TIDES   Shares of
    Preferred Securities   Common Stock
Date of Conversion
   Converted   Issued
 
                
9/24/2006
   $ 5,000       279  
12/22/2006
     293,450       16,415  
12/26/2006
     36,200       2,024  
12/27/2006
     68,650       3,839  
12/29/2006
     1,044,150       58,410  
1/2/2007
     5,191,850       290,448  
1/3/2007
     13,422,200       750,876  
 
                
Total
   $ 20,061,500       1,122,291  
Of the $20,245,000 aggregate principal amount of TIDES Preferred Securities called for redemption by the Trust, $20,052,700 was converted into 1,121,800 shares of Hanover Common Stock.
The Company previously reported in a press release that the Trust made a partial call 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.
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 Section 3(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.

 

 

SIGNATURES
     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.
         
  Hanover Compressor Company
 		  
January 8, 2007  By:   /s/ Lee E. Beckelman    
    Name:   Lee E. Beckelman   
    Title:   Senior Vice President & Chief Financial Officer