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Exterran Energy Corp. – ‘DEFS14A’ for 7/11/00

On: Tuesday, 6/6/00, at 1:33pm ET · For: 7/11/00 · Accession #: 899243-0-1462 · File #: 1-13071

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 6/06/00  Exterran Energy Corp.             DEFS14A     7/11/00    1:21K                                    Donnelley R R & S… 06/FA

Definitive Proxy Solicitation Material — Special Meeting — Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEFS14A     Definitive Special Meeting Statement                   9     39K 

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SCHEDULE 14A  

(RULE 14a-101)  

INFORMATION REQUIRED IN PROXY STATEMENT 

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES 

EXCHANGE ACT OF/1934 (AMENDMENT NO.    )  

Filed by the Registrant [X]                                                     

Filed by a Party other than the Registrant [_]                                  

Check the appropriate box:                                                      

[ ]  Preliminary Proxy Statement            [_]  Confidential, for Use of the   
                                               Commission Only (as permitted
                                      by Rule 14a-6(e)(2))

[X]  Definitive Proxy Statement                                                 

[_]  Definitive Additional Materials                                            

[_]  Soliciting Material Pursuant to                                            
sec. 240.14a-11(c) or sec. 240.14a-12                                 

Hanover Compressor Company

(Name of Registrant as Specified in its Charter)

N/A 

(Name of Person(s) Filing Proxy Statement if other than the Registrant)         

Payment of Filing Fee (Check the appropriate box):                              

[X]  No fee required.                                                           

[_]  Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.   

(1)  Title of each class of securities to which transaction applies:  

(2)  Aggregate number of securities to which transaction applies:     

(3)  Per unit price or other underlying value of transaction computed 
         pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):  

(4)  Proposed maximum aggregate value of transaction:                 

(5)  Total fee paid:                                                  

[_]  Fee paid previously with preliminary materials.                            

[_]  Check box if any part of the fee is offset as provided by Exchange Act Rule
  0-11(a)(2) and identify the filing for which the offsetting fee was paid
    previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.                   

(1)  Amount Previously Paid:                                          

(2)  Form, Schedule or Registration Statement No.:                    

(3)  Filing Party:                                                    

(4)  Date Filed:                                                      

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HANOVER COMPRESSOR COMPANY
12001 NORTH HOUSTON ROSSLYN 
HOUSTON, TEXAS 77086

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS 
TO BE HELD JULY 11, 2000

To the Stockholders of Hanover Compressor Company:                              

  Notice is hereby given that a Special Meeting of Stockholders of the Company
will be held on Tuesday, July 11, 2000, at 10:00 a.m. local time, at the        
offices of the Company, 12001 North Houston Rosslyn, Houston, Texas 77086, for  
the following purposes:                                                         

(1) to approve an amendment to the Company's Amended and Restated           
   Certificate of Incorporation increasing the number of authorized shares
 of the Company's Common Stock from 100,000,000 to 200,000,000 shares;
and                                                                 

(2) to transact any other business that may properly come before the        
meeting.                                                            

 The Board of Directors has fixed the close of business on Thursday, June 1,
2000, as the record date for determining the stockholders that are entitled to  
notice of and to vote at the Special Meeting and any postponements or           
adjournments thereof. A complete list of the stockholders entitled to vote at   
the Special Meeting will be available for examination by any stockholder for    
any purpose germane to the meeting for at least 10 days prior to the Special    
Meeting at the offices of the Company, 12001 North Houston Rosslyn, Houston,    
Texas 77086.                                                                    

                                       By Order of the Board of Directors,

                         /s/ Michael J. McGhan
                                         _____________________________________
                      Michael J. McGhan,
                                        Director and Chief Executive Officer

Houston, Texas                                                                  
June 8, 2000                                                                    

YOUR VOTE IS IMPORTANT

THE BOARD OF DIRECTORS EXTENDS A CORDIAL INVITATION TO ALL STOCKHOLDERS TO
ATTEND THE SPECIAL MEETING. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING,      
PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT AS PROMPTLY AS  
POSSIBLE IN THE ENCLOSED REPLY ENVELOPE. IF YOU ATTEND THE SPECIAL MEETING, YOU 
MAY REVOKE YOUR PROXY AND VOTE IN PERSON IF YOU DESIRE TO DO SO.                

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HANOVER COMPRESSOR COMPANY
12001 NORTH HOUSTON ROSSLYN 
HOUSTON, TEXAS 77086

PROXY STATEMENT 
SPECIAL MEETING OF STOCKHOLDERS 
ON JULY 11, 2000

This Proxy Statement is furnished in connection with the solicitation of  
proxies by and on behalf of the Board of Directors of Hanover Compressor        
Company, a Delaware corporation ("Hanover" or the "Company"), for use at a      
Special Meeting of Stockholders of the Company (the "Special Meeting") to be    
held for the purposes set forth in the accompanying Notice of Special Meeting   
of Stockholders, at 10:00 a.m. local time on Tuesday, July 11, 2000, at the     
offices of the Company, 12001 North Houston Rosslyn, Houston, Texas 77086, and  
at any postponement(s) or adjournment(s) thereof. All holders of record of the  
Company's Common Stock, par value $0.001 per share (the "Common Stock"), on     
Thursday, June 1, 2000, the record date, will be entitled to vote at the        
Special Meeting. At the close of business on the record date, the Company had   
29,944,942 shares of Common Stock outstanding and entitled to vote. A majority, 
or 14,972,472, of these shares of Common Stock will constitute a quorum for the 
transaction of business at the Special Meeting. The Company's principal         
executive offices are located at 12001 North Houston Rosslyn, Houston, Texas    
77086, and its telephone number is (281) 447-8787. This Proxy Statement and the 
accompanying proxy are first being mailed to stockholders on or about June 8,   
2000.                                                                           

VOTING RIGHTS AND SOLICITATION OF PROXIES 

Stockholders are entitled to one vote for each share of Common Stock held.

  Any person signing a proxy in the form accompanying this Proxy Statement has
the power to revoke it either before the meeting at which the matter voted by   
proxy is acted upon or at the meeting before the vote on the matter. A proxy    
may be revoked by a later proxy that is signed by the person who signed the     
earlier proxy and presented at the meeting or by attendance at the meeting and  
voting in person.                                                               

The expense of printing and mailing proxy material will be borne by the   
Company. In addition to the solicitation of proxies by mail, solicitation may   
be made by directors, officers and other employees of the Company by personal   
interview, telephone or facsimile. No additional compensation will be paid for  
such solicitation. The Company will also request brokers and other fiduciaries  
to forward proxy soliciting material to the beneficial owners of shares of      
Common Stock that are held of record by such brokers and fiduciaries and will   
reimburse such persons for their reasonable out-of-pocket expenses.             

1 

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PROPOSAL NO. 1--AMENDMENT TO THE COMPANY'S AMENDED AND RESTATED CERTIFICATE OF
INCORPORATION 

On May 18, 2000, the Board of Directors authorized an amendment to the    
Company's Amended and Restated Certificate of Incorporation to increase the     
number of authorized shares of Common Stock, par value $0.001 per share         
("Common Stock"), from 100,000,000 to 200,000,000. The stockholders are being   
asked to approve this proposed amendment. As of May 24, 2000, 29,932,916 shares 
of Common Stock were issued and outstanding. The number of shares outstanding   
does not reflect the two-for-one stock split in the form of a 100% stock        
dividend declared by the Board of Directors that will be payable on or about    
June 13, 2000.                                                                  

REQUIRED VOTE 

The approval of the adoption of the amendment to the Company's Amended and
Restated Certificate of Incorporation requires the affirmative vote of a        
majority of the outstanding shares of the Company's Common Stock. Abstentions   
and broker non-votes are not affirmative votes and, therefore, will have the    
same effect as a vote against the proposal.                                     

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE AMENDMENT TO THE 
COMPANY'S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION 

The Board believes that the proposed increase is desirable so that, as the
need may arise, the Company will have the flexibility to issue shares of Common 
Stock without additional expense or delay, in connection with the possible      
future stock dividends or stock splits, equity financings, future opportunities 
for expanding the Company's business through investments or acquisitions,       
management incentive and employee benefit plans and for other general corporate 
purposes. The Board of Directors has not taken any action to use the additional 
authorized shares for any such purposes, and the Company has no current plans   
to issue the additional authorized shares.                                      

Authorized but unissued shares of the Company's Common Stock may be issued
at such times, for such purposes and for such consideration as the Board of     
Directors may determine to be appropriate without further authority from the    
Company's stockholders, except as otherwise required by applicable law or stock 
exchange policies.                                                              

The increase in authorized Common Stock will not have any immediate effect
on the rights of existing stockholders. However, the Board will have the        
authority to issue authorized Common Stock without requiring future stockholder 
approval for such issuances, except as may be required by applicable law or     
exchange regulations. To the extent that additional authorized shares are       
issued in the future, they will decrease the existing stockholders' percentage  
equity ownership and, depending upon the price at which they are issued, could  
be dilutive to existing stockholders. The holders of Common Stock have no       
preemptive rights.                                                              

The increase in the authorized number of shares of Common Stock and the   
subsequent issuance of such shares could have the effect of delaying or         
preventing a change in control of the Company without further action by the     
stockholders. Shares of authorized and unissued Common Stock could be issued    
(within the limits imposed by applicable law) in one or more transactions which 
would make a change in control of the Company more difficult, and therefore     
less likely. Any such issuance of additional stock could have the effect of     
diluting the earnings per share and book value per share of outstanding shares  
of Common Stock, and such additional shares could be used to dilute the stock   
ownership or voting rights of a person seeking to obtain control of the         
Company. The Company has previously adopted certain measures that may have the  
effect of helping to resist an unsolicited takeover attempt.                    

2 

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

  The following table sets forth, as of May 25, 2000, the beneficial ownership
of Common Stock by (i) each person who is known by the Company to beneficially  
own more than 5% of the outstanding Common Stock, (ii) each director of the     
Company, (iii) each of the five most highly compensated executive officers, and 
(iv) all directors and executive officers of the Company as a group. Unless     
otherwise noted, the persons named in the table have sole voting and investment 
power with respect to all shares shown as beneficially owned by them. Share     
numbers do not reflect the two-for-one stock split in the form of a 100% stock  
dividend to be paid on or about June 13, 2000.                                  

                                                                [Download Table]

                                                                     APPROXIMATE
                                                 NUMBER OF SHARES      PERCENT  
              NAME AND ADDRESSES                BENEFICIALLY OWNED    OF CLASS  
              ------------------                ------------------   -----------
                                                                                
Melvyn N. Klein................................     11,590,502(1)(2)    40.2%   
Mercantile Tower, Suite 1940                                                    
615 North Upper Broadway                                                        
Corpus Christi, Texas 78477                                                     

GKH Investments, L.P...........................     11,168,570(3)       39.0    
200 West Madison                                                                
Chicago, Illinois 60606                                                         

Joint Energy Development.......................      2,761,950(4)        9.6    
Investments Limited Partnership                                                 
1400 Smith Street                                                               
Houston, TX 77002                                                               

Westar Capital, Inc............................      1,485,515           5.2    
818 Kansas Street                                                               
Topeka, Kansas                                                                  

GKH Partners, L.P..............................        421,932(5)        1.5    
200 West Madison                                                                
Chicago, IL 60606                                                               

Michael A. O'Connor............................      1,186,820(6)        4.0    

Michael J. McGhan..............................        540,161(7)        1.8    

Curtis A. Bedrich..............................        375,346(8)        1.3    

William S. Goldberg............................        109,848(9)          *    

Ted Collins, Jr................................        173,268(10)         *    

Alvin Shoemaker................................        173,000(11)         *    

Robert R. Furgason.............................          4,550(12)         *    

--------                                                                        
(1) Includes 10,914,775 shares of Common Stock owned by GKH Investments, L.P.   
("GKH Investments") and 412,342 shares of Common Stock owned by GKH     
 Partners, L.P. ("GKH Partner," and together with GKH Investments, "GKH").
GKH Partners is the general partner of GKH Investments. As the general  
   partner of GKH Investments, GKH Partners may be deemed to be the beneficial
owner of stock held by GKH Investments, however, GKH Partners expressly 
disclaims any such beneficial ownership.                                
(2)  Includes all of the shares of Common Stock owned by GKH. Mr. Klein, who is 
   a director of the Company, is the sole stockholder of a corporation which
    is a general partner of GKH Partners. By virtue of his relationship to GKH
Partners, Mr. Klein may be deemed to share beneficial ownership of the
shares of Common Stock owned by GKH. Mr. Klein disclaims beneficial   
ownership of all shares owned by GKH.                                 

3 

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(3)  Includes 10,914,775 shares of Common Stock owned by GKH Investments.       
Excludes 412,342 shares of Common Stock owned by GKH Partners. GKH    
    Partners is the general partner of GKH Investments. As the general partner
   of GKH Investments, GKH Partners may be deemed to be the beneficial owner
of stock held by GKH Investments, however, GKH Partners expressly     
disclaims any such beneficial ownership.                              
(4)  The general partner of Joint Energy Development Investments Limited        
Partnership ("JEDI") is Enron Capital Management Limited Partnership  
("ECMLP"). The general partner of ECMLP is Enron Corp. Enron Corp.    
disclaims beneficial ownership of the shares owned by JEDI.           
(5)  Includes 412,342 shares of Common Stock owned by GKH Partners. Excludes    
  10,914,775 shares of Common Stock owned by GKH Investments. GKH Partners
  is the general partner of GKH Investments. As the general partner of GKH
Investments, GKH Partners may be deemed to be the beneficial owner of 
  stock held by GKH Investments, however, GKH Partners expressly disclaims
any such beneficial ownership.                                        
(6)  Includes 941,019 shares subject to options held by Mr. O'Connor which are, 
or will first become, exercisable within 60 days of May 25, 2000, and 
  2,672 shares of Common Stock held by Mr. O'Connor together with his wife
as tenants in common. Mr. O'Connor disclaims beneficial ownership to  
  169,775 shares held by Goldman Sachs Exchange Place Fund, L.P., in which
Mr. O'Connor has an interest.                                         
(7)  Includes 408,759 shares subject to options held by Mr. McGhan which are,   
 or will first become, exercisable within 60 days of May 25, 2000, 2,450
   shares of Common Stock held by Mr. McGhan together with his wife as joint
tenants and 600 shares of Common Stock held by Mr. McGhan's two minor 
children.                                                             
(8)  Includes 276,686 shares subject to options held by Mr. Bedrich which are,  
or will first become, exercisable within 60 days of May 25, 2000.     
(9)  Excludes 81,654 shares of Common Stock (less than 1% of the outstanding    
    shares) owned by Mr. Goldberg's wife, Nancy K. Goldberg, not individually,
 but solely as trustee of the Nancy K. Goldberg Declaration of Trust and
 1,950 shares of Common Stock held in the William S. Goldberg Children's
   Trust. Mr. Goldberg disclaims beneficial ownership of all of such shares.
   Includes 15,000 shares subject to options held by Mr. Goldberg which are,
or will first become, exercisable within 60 days of May 25, 2000.     
(10) Excludes an aggregate of 2,000 shares of Common Stock held in two trusts   
    for the benefit of Mr. Collins' two minor children. Mr. Collins is not the
   trustee of such trusts and disclaims beneficial ownership of such shares.
(11) Excludes shares beneficially owned directly or indirectly by members of    
Mr. Shoemaker's family as to which Mr. Shoemaker disclaims beneficial 
    ownership. Includes 8,690 shares of Common Stock owned by Shoeinvest, L.P.
    ("Shoeinvest"), and 5,056 shares of Common Stock owned by Shoemaker Family
 Partners, L.P. ("SFP"). Mr. Shoemaker is associated with Shoeinvest and
SFP and may be deemed to share beneficial ownership of such shares.   
(12) Excludes 200 shares owned by Mr. Furgason's wife. Mr. Furgason disclaims   
beneficial ownership of all such shares.                              

4 

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2001 ANNUAL MEETING 
STOCKHOLDER PROPOSALS 

Any proposals of stockholders that are intended for inclusion in the      
Company's Proxy Statement and form of proxy for its 2001 Annual Meeting of      
Stockholders must be received by the Coporate Secretary of the Company no later 
than December 20, 2000. If the Company is not notified of a stockholder         
proposal by March 5, 2001, then the management proxies may have the discretion  
to vote against such stockholder proposal, even though such proposal is not     
discussed in the proxy statement. Stockholder proposals must be in writing and  
delivered to the Company's principal executive offices at 12001 North Houston   
Rosslyn, Houston, Texas 77086.                                                  

OTHER BUSINESS

  The Board of Directors does not presently intend to bring any other business
before the meeting, and, so far as is known to the Board of Directors, no       
matters are to be brought before the meeting except as specified in the Notice  
of Special Meeting. As to any business that may properly come before the        
meeting, however, it is intended that proxies, in the form enclosed, will be    
voted in respect thereof in accordance with the judgment of the persons voting  
such proxies.                                                                   

                                       By Order of the Board of Directors,
                         /s/ Michael J. McGhan
                                 -----------------------------
                      Michael J. McGhan,
                                        Director and Chief Executive Officer

ALL STOCKHOLDERS ARE URGED TO COMPLETE, SIGN, DATE AND RETURN THE         
ACCOMPANYING PROXY CARD IN THE ENCLOSED POSTAGE-PAID ENVELOPE.                  
THANK YOU FOR YOUR PROMPT ATTENTION TO THIS MATTER.                             

5 

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[proxy card -- front]                                                           

HANOVER COMPRESSOR COMPANY
PROXY FOR SPECIAL MEETING OF STOCKHOLDERS 

JULY 11, 2000 

      The undersigned, having received the Notice of Special Meeting and
Proxy Statement, hereby appoints Michael O'Connor, Michael McGhan, William S.   
Goldberg and Richard S. Meller, and each of them, proxies with full power of    
substitution, for and in the name of the undersigned, to vote all shares of     
Common Stock of Hanover Compressor Company owned of record by the undersigned at
the Special Meeting of Shareholders to be held at 10:00 a.m. local time on      
Tuesday, July 11, 2000 at the offices of the Company, 12001 North Houston       
Rosslyn, Houston, Texas 77086, and any adjournments or postponements thereof,   
in accordance with the discretion marked on the reverse side hereof.            

                             Please mark your votes  [X]
                             as indicated in this sample

This Proxy, when properly executed, will be voted in the manner directed herein.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE APPROVAL OF AN        
AMENDMENT TO THE COMPANY'S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION    
INCREASING THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK FROM 100,000,000 TO  
200,000,000.                                                                    

1.   Proposal to approve an amendment to the Company's Amended and Restated     
    Certificate of Incorporation increasing the number of authorized shares of
Common Stock from 100,000,000 to 200,000,000.                         

FOR             AGAINST            ABSTAIN                            
[_]               [_]                [_]                              

2.   In their discretion, the proxies are authorized to vote upon such other    
     business as may properly come before the Special Meeting or any adjournment
thereof.                                                              

                                    (Continued and to be signed on reverse side)

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[proxy card -- back]                                                            
(Continued from other side)                                                     

PROXY INSTRUCTIONS

1.   Please sign exactly as the name or names appear on stock certificate (as   
indicated hereon).                                                    

2.   If the shares are issued in the names of two or more persons, all such     
persons should sign the proxy.                                        

3.   A proxy executed by a corporation should be signed in its name by its      
authorized officers.                                                  

4.   Executors, administrators, trustees and partners should indicate their     
positions when signing.                                               

           Dated:                   , 2000

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

           -------------------------------
Signatures          

                        Please sign exactly as name appears on stock
                           certificate(s).  Joint owners should each sign.
                              When signing as attorney, executor, administrator,
                          trustee or guardian, please give full title as
such.               

STOCKHOLDERS ARE URGED TO DATE, MARK, SIGN AND RETURN THIS PROXY IN THE ENVELOPE
PROVIDED, WHICH REQUIRES NO POSTAGE IF MAILED WITHIN THE UNITED STATES.

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘DEFS14A’ Filing	Date	First	Last	Other Filings

	3/5/01	7
	12/20/00	7
For Period End:	7/11/00	2	8	8-K, PRES14A
	6/13/00	4	5
	6/8/00	2	3
Filed on:	6/6/00
	6/1/00	2	3
	5/25/00	5	6
	5/24/00	4
	5/18/00	4		8-K, DEF 14A, PRE 14A
				List all Filings

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Filing Submission 0000899243-00-001462 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Exterran Energy Corp. – ‘DEFS14A’ for 7/11/00

On: Tuesday, 6/6/00, at 1:33pm ET · For: 7/11/00 · Accession #: 899243-0-1462 · File #: 1-13071

Definitive Proxy Solicitation Material — Special Meeting — Schedule 14AFiling Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Definitive Proxy Solicitation Material — Special Meeting — Schedule 14A
Filing Table of Contents