Exterran Energy Solutions, L.P. – ‘NT 15D2’ for 2/11/03

On:  Friday, 5/16/03, at 4:18pm ET   ·   As of:  5/15/03   ·   Effective:  5/15/03   ·   For:  2/11/03   ·   Accession #:  899243-3-1019   ·   File #s:  333-75814-01, -01 (NTN15D2)   ·   Correction:  This Filing’s metadata (e.g., “Filed as of” Date) was Corrected by the SEC on 6/5/03. ®

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Notice of a Late Filing of a ‘SP 15D2’ Special Financial Report   —   Rule 12b-25
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: NT 15D2     Notification of Late Filing                            3     22K 

NT 15D2
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================================================================================

 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 FORM 12b-25

                                                                 SEC FILE NUMBER
NOTIFICATION OF LATE FILING                                      333-75818-01   
                                                              CUSIP NUMBER

(Check One): [X]Form 10-K [_]Form 20-F [_]Form 11-K  [_]Form 10-Q               
[_]Form N-SAR                                         

For Period Ended: For fiscal year ended December 31, 2002 (Special Financial    
Report)                                     
                  --------------------------------------------------------------
[_] Transition Report on Form 10-K                                              
[_] Transition Report on Form 20-F                                              
[_] Transition Report on Form 11-K                                              
[_] Transition Report on Form 10-Q                                              
[_] Transition Report on Form N-SAR                                             
For the Transition Period Ended: ___________________                            

Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify  
the Item(s) to which the notification relates:                                  

------------------------------------------------------------------------------  

PART I -- REGISTRANT INFORMATION                                                

Hanover Compression Limited Partnership                                         
---------------------------------------                                         
Full Name of Registrant                                                         

N/A                                                                             
---                                                                             
Former Name if Applicable                                                       

12001 North Houston Rosslyn                                                     
---------------------------                                                     
Address of Principal Executive Office (Street and Number)                       

Houston, Texas  77086                                                           
---------------------                                                           
City, State and Zip Code                                                        

NT 15D2
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PART II -- RULES 12b-25(b) AND (c)                                              

If the subject report could not be filed without unreasonable effort or expense 
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)                                        

               (a)      The reasons described in reasonable detail in Part
                      III of this form could not be eliminated without
     unreasonable effort or expense;
[X]                                                                             
           (b)      The subject annual report, semi-annual report,
                        transition report on Form 10-K, Form 20-F, 11-K or
                         Form N-SAR, or portion thereof, will be filed on or
                     before the fifteenth calendar day following the
                          prescribed due date; or the subject quarterly report
                           of transition report on Form 10-Q, or portion thereof
                       will be filed on or before the fifth calendar day
            following the prescribed due date; and

                 (c)      The accountant's statement or other exhibit required
                        by Rule 12b-25(c) has been attached if applicable.

PART III -- NARRATIVE                                                           

State below in reasonable detail the reasons why the Form 10-K, 20-F, 11-K,     
10-Q, N-SAR, or the transition report portion thereof, could not be filed within
the prescribed time period.                                                     

The extension of time for the filing by Hanover Compression Limited Partnership 
(the "Registrant") of its special financial report under cover of an annual     
report on Form 10-K, as required pursuant to Rule 15d-2 promulgated under the   
Securities Exchange Act of 1934, as amended, is necessary to permit the         
Registrant to allocate properly certain expenses between the Registrant and its 
parent, Hanover Compression Company ("HCC"), and to analyze properly the impact 
on the Registrant's financial statements of HCC's recently announced agreement  
to settle HCC's outstanding securities-related litigation. Because the          
Registrant's management and its legal and accounting staff and advisors have    
devoted a significant amount of their time and attention to the negotiation of  
the settlement agreement, the proper allocation of these expenses is not yet    
complete. In addition, the settlement agreement was just announced on May 13,   
2003; therefore, the Registrant's analysis of the impact of the settlement is   
not yet complete. The Registrant expects to file the special financial report   
under cover of an annual report on Form 10-K within the extension period.       

PART IV -- OTHER INFORMATION                                                    

(1) Name and telephone number of person to contact in regard to this            
notification.                                                                   

Jonathan D. Edelfelt                    (281)                   447-8787        
--------------------                    -----                   --------        
   (Name)                          (Area Code)            (Telephone Number)

(2) Have all other periodic reports required under Section 13 or 15(d) of the   
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of  
1940 during the preceding 12 months or for such shorter period that the         
registrant was required to file such report(s) been filed? If answer is no,     
identify report(s). [X] Yes  [_] No                                             

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(3) Is it anticipated that any significant change in results of operations from 
the corresponding period for the last fiscal year will be reflected by the      
earnings statements to be included in the subject report or portion thereof?    
[X] Yes  [ ] No                                                                 

NT 15D2
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If so, attach an explanation of the anticipated change, both narratively and    
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.                                                  

During the fourth quarter of 2002, the Registrant's board of directors approved 
management's plan to dispose of the Registrant's non-oilfield power generation  
projects, which were part of its domestic rental business, and certain used     
equipment businesses, which were part of the Registrant's parts and service     
business. These disposals meet the criteria established for recognition as      
discontinued operations under SFAS 144, "Accounting for the Impairment of       
Disposal of Long-Lived Assets," ("SFAS 144"). SFAS 144 specifically requires    
that such amounts must represent a component of a business comprised of         
operations and cash flows that can be clearly distinguished, operationally and  
for financial reporting purposes, from the rest of the entity. These businesses 
are expected to be reflected as discontinued operations in the Registrant's     
consolidated statement of operations for the year ended December 31, 2002 and   
prior period financial statements have been adjusted to reflect the impact of   
these discontinued operations. These assets are expected to be sold within one  
year of December 31, 2002 and the assets and liabilities are expected to be     
reflected as held-for-sale on the Registrant's consolidated balance sheet.      

During 2002, the Registrant recorded restructuring, impairment and other        
charges. Below is a the Registrant's estimated summary of these pre-tax charges 
and the line on the Registrant's consolidated statement of operations which was 
impacted by the charges (in thousands):                                         

                                                        [Enlarge/Download Table]

                                                                                         

Inventory reserves--(in Parts and service and used equipment expense)            $  6,800
Severance and other charges (in Selling, general and administrative)                6,160
Write off of idle equipment and assets to be sold or abandoned (in Depreciation          
and amortization)                                                                  34,485
Goodwill impairments                                                               52,103
Non-consolidated affiliate write downs/charges (in Other expense)                  15,950
Write down of discontinued operations                                              58,282
Note receivable reserves (in Other expense)                                         8,454
Write-off of abandoned purchase option (in Other expense)                             500

On May 13, 2003, the Registrant's parent, Hanover Compression Company ("HCC")   
announced an agreement to settle HCC's outstanding securities-related           
litigation. Because the Registrant's management and its legal and accounting    
staff and advisors have devoted a significant amount of their time and attention
to the negotiation of the settlement agreement; the Registrant's analysis of the
impact of the settlement on its financial statements and the allocation of      
certain expenses between the Registrant and HCC are not yet complete.           

Before giving effect to the impact of the settlement on the Registrant's        
financial statements, and assuming the current allocation of expenses between   
the Registrant and HCC is correct, the Registrant expects to report a net loss  
estimated to be $105.4 million for the fiscal year ended December 31, 2002 as   
compared to net income of $81.2 million for the fiscal year ended December 31,  
2001. The estimated net loss for the fiscal year ended December 31, 2002 was    
primarily due to the charges listed above. The final resolution of the impact on
the settlement and the allocation of expenses could materially change the       
estimated net loss.                                                             

--------------------------------------------------------------------------------

 Hanover Compression Limited Partnership
 ---------------------------------------
(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned      
hereunto duly authorized.                                                       

Date  May 13, 2003     By: /s/ John E. Jackson                                  
                           -----------------------------------------------------
John E. Jackson   
                               Senior Vice President and Chief Financial Officer

INSTRUCTION: The form may be signed by an executive officer of the registrant of
by any other duly authorized representative. The name and title of the person   
signing the form shall be typed or printed beneath the signature. If the        
statement is signed on behalf of the registrant by an authorized representative 
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.                  

 ATTENTION
--------------------------------------------------------------------------------
International misstatements or omissions of fact constitute Federal Criminal    
Violations (See 18 U.S.C. 1001).                                                
--------------------------------------------------------------------------------
General Instructions
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General Rules
and Regulations under the Securities Exchange Act of 1934.                      
2. One signed original and four conformed copies of this form and amendments    
thereto must be completed and filed with the Securities and Exchange Commission,
Washington, D.C. 20549, in accordance with Rule 0-3 of the General Rules and    
Regulations under the Act. The information contained in or filed with the form  
will be made a matter of public record in the Commission files.                 
3. A manually signed copy of the form and amendments thereto shall be filed with
each national securities exchange on which any class of securities of the       
registrant is registered.                                                       
4. Amendments to the notifications must also be filed on form 12b-25 but need   
not restate information that has been correctly furnished. The form shall be    
clearly identified as an amended notification.                                  
5. Electronic filers. This form shall not be used by electronic filers unable to
timely file a report solely due to electronic difficulties. Filers unable to    
submit a report within the time period prescribed due to difficulties in        
electronic filing should comply with either Rule 201 or Rule 202 of Regulation  
S-T (ss.232.201 or ss.232.202 of this chapter) or apply for an adjustment in    
filing date pursuant to Rule 13(b) of Regulation S-T (ss.232.13(b) of this      
Chapter).                                                                       

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘NT 15D2’ Filing		Date		First		Last			Other Filings
Changed as of / Corrected on:		6/5/03
Filed on:		5/16/03							NT 10-Q
Filed as of / Effective on:		5/15/03							NT 10-Q,  NT 15D2,  NTN 10K
		5/13/03		2		3
For Period End:		2/11/03							S-4/A
		12/31/02		1		3			NT 15D2,  NTN 10K,  S-4/A,  SP 15D2
		12/31/01		3
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