As filed with the Securities and Exchange Commission on June
15, 2007
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
Amendment No. 2
to
Form S-4
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF
1933
ILIAD HOLDINGS, INC.
(Exact name of Registrant as
specified in its charter)
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Delaware
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7359
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74-3204509
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(State or other jurisdiction
of
incorporation or organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification No.)
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4444 Brittmoore
(Address, including zip code,
and telephone number, including area code, of registrant’s
principal executive offices)
Donald C. Wayne
Vice President, General Counsel and Secretary
Universal Compression Holdings, Inc.
4444 Brittmoore
(Name, address, including zip
code, and telephone number, including area code, of agent for
service)
Copies to:
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Stephen A. Massad
Ryan J. Maierson
One Shell Plaza
Baker Botts L.L.P.
910 Louisiana Street
Houston, Texas 77002
(713) 229-1234
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Gary M. Wilson
Suzanne B. Kean
Hanover Compressor Company
12001 N. Houston Rosslyn
Houston, Texas 77086
(281) 447-8787
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Scott N. Wulfe
W. Matthew Strock
Vinson & Elkins L.L.P.
1001 Fannin, Suite 2500
Houston, Texas 77002
(713) 758-2222
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Approximate date of commencement of proposed sale of the
securities to the public: As soon as practicable
after this Registration Statement becomes effective and all
other conditions under the Agreement and
Plan of Merger included
as
Annex A to the enclosed joint proxy
statement/prospectus have been satisfied or waived.
If the securities being registered on this Form are being
offered in connection with the formation of a holding company
and there is compliance with General Instruction G, check the
following box. o
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act,
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement
for the same offering. o
If this Form is a post-effective amendment filed pursuant to
Rule 462(d) under the Securities Act, check the following
box and list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering. o
The Registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective
date until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a)
of the Securities Act of 1933 or until the Registration
Statement shall become effective on such date as the Commission,
acting pursuant to said Section 8(a), may determine.
The
information in this preliminary joint proxy statement/prospectus
is not complete and may be changed. These securities may not be
sold until the registration statement filed with the Securities
and Exchange Commission is effective. This preliminary joint
proxy statement/prospectus is not an offer to sell and is not
soliciting an offer to buy these securities in any jurisdiction
where the offer or sale is not permitted.
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PRELIMINARY
COPY — SUBJECT TO COMPLETION, DATED JUNE 15,
2007
MERGERS
PROPOSED — YOUR VOTE IS VERY IMPORTANT
Dear Hanover and Universal Stockholders:
As we previously announced, the boards of directors of Hanover
Compressor Company and Universal Compression Holdings, Inc. have
each unanimously approved mergers combining Hanover and
Universal in what we intend to be a “merger of
equals.” A new company incorporated in Delaware, currently
named Iliad Holdings, Inc., or Holdings, will hold what today
are Hanover’s and Universal’s independent businesses.
Holdings will be renamed and, upon consummation of the mergers,
its common stock is expected to be listed on the New York Stock
Exchange.
If the mergers are consummated, Hanover stockholders will
receive 0.325 shares of the common stock of Holdings for
each share of Hanover common stock held, and Universal
stockholders will receive one share of common stock of Holdings
for each share of Universal common stock held.
Based on the number of shares of common stock of Hanover and
Universal outstanding on
February 2, 2007, the last trading
day prior to the public announcement of the merger, former
Hanover stockholders will own approximately 53% of the common
stock of Holdings and former Universal stockholders will own
approximately 47% of the common stock of Holdings.
Each of Hanover and Universal is holding its annual meeting of
stockholders
on ,
2007 to adopt the merger agreement and approve certain equity
incentive plans to be used by Holdings if the mergers are
completed. Each company’s stockholders will also elect
directors and act on other matters normally considered at each
company’s annual meeting. Information about these meetings
and the mergers is contained in this joint proxy
statement/prospectus. We encourage you to read this entire joint
proxy statement/prospectus, as well as the annexes and
information incorporated by reference, carefully.
The boards of directors of Hanover and Universal each
unanimously recommend that their respective stockholders vote
FOR the proposal to adopt the merger agreement.
In considering the recommendation of your company’s board
of directors, you should be aware that directors and officers of
Hanover and Universal have interests in the mergers that are
different from, or are in addition to, the interests of Hanover
and Universal stockholders generally, and that these directors
and officers will directly benefit if the mergers are
consummated. These interests and benefits are described in this
joint proxy statement/prospectus.
This joint proxy statement/prospectus describes the annual
meetings, the proposals to be considered and voted upon at the
annual meetings and related matters. Every vote is important.
Whether or not you plan to attend your company’s annual
meeting, please take the time to vote by following the
instructions on your proxy card.
We enthusiastically support this combination of our companies
and join with our boards in recommending that you vote
FOR the adoption of the merger agreement. Thank
you for your continued interest in and support for our companies.
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Sincerely,
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Sincerely,
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John E. Jackson
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Stephen A. Snider
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President and Chief Executive
Officer
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President and Chief Executive
Officer
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Hanover Compressor Company
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Universal Compression Holdings,
Inc.
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For a discussion of risk factors you should consider in
evaluating the mergers, see “Risk Factors” beginning
on page 22.
Based on the number of Hanover and Universal shares outstanding
on
June 13, 2007, there would be 65,793,309 shares of
Holdings’ common stock, par value $0.01 per share,
issued in connection with the mergers.
Neither the Securities and Exchange Commission nor any state
securities regulator has approved or disapproved the mergers and
other transactions described in this joint proxy
statement/prospectus nor have they approved or disapproved the
issuance of Holdings’ common stock in connection with the
mergers, or determined if this joint proxy statement/prospectus
is accurate or adequate. Any representation to the contrary is a
criminal offense.
This joint proxy statement/prospectus is
dated ,
2007, and, together with the accompanying proxy card, is first
being mailed to stockholders of Hanover and Universal on or
about ,
2007.
HANOVER
COMPRESSOR COMPANY
NOTICE OF ANNUAL MEETING OF
STOCKHOLDERS TO BE
HELD ,
2007
To the Stockholders of Hanover Compressor Company:
We cordially invite you to our 2007 Annual Meeting of
Stockholders. The meeting will be held
on , ,
2007, at 2:00 p.m., local time, at the InterContinental
Hotel Houston, 2222 West Loop South,
Houston,
Texas 77027.
At this year’s meeting, you will be asked to:
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adopt the Agreement and Plan of Merger, dated as of
February 5, 2007, among Hanover Compressor Company,
Universal Compression Holdings, Inc., Iliad Holdings, Inc.,
Hector Sub, Inc. and Ulysses Sub, Inc., a copy of which is
attached as Annex A to this joint proxy
statement/prospectus;
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approve the Holdings 2007 Stock Incentive Plan, a copy of which
is attached as Annex D to this joint proxy
statement/prospectus, to be used by Holdings following the
consummation of the mergers;
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approve the Holdings Employee Stock Purchase Plan, a copy of
which is attached as Annex E to this joint proxy
statement/prospectus, to be used by Holdings following the
consummation of the mergers;
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elect eleven directors to serve as members of Hanover’s
board of directors until Hanover’s next Annual Meeting of
Stockholders or until their successors are duly elected and
qualified;
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ratify the reappointment of PricewaterhouseCoopers LLP as
Hanover’s independent registered public accounting firm for
fiscal year 2007; and
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transact such other business as may properly come before the
meeting or any adjournment or postponement thereof.
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If the Agreement and
Plan of Merger is adopted and the mergers
are consummated, the Hanover directors elected pursuant to the
proposal in the fourth bullet above will serve only until the
mergers are consummated. Also, the proposals described in the
second and third bullets will be implemented only if the
Agreement and
Plan of Merger is adopted. For more information
about the proposals and the annual meeting, please review the
accompanying joint proxy statement/prospectus.
Hanover will transact no other business at its annual meeting,
except for business properly brought before the annual meeting
or any adjournment or postponement thereof.
Only holders of record of shares of Hanover common stock at the
close of business
on ,
2007, the record date for the annual meeting, are entitled to
notice of, and a vote at, the annual meeting and any
adjournments or postponements of the annual meeting.
Your vote is important. We encourage you to sign and return your
proxy card, or use the telephone or Internet voting procedures,
before the annual meeting, so that your shares will be
represented and voted at the annual meeting even if you cannot
attend in person.
Please do not send any share certificates at this time. If the
mergers are consummated, we will notify you of the procedures
for exchanging Hanover share certificates for shares of Holdings.
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Houston, Texas
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GARY M. WILSON
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,
2007
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Corporate
Secretary
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UNIVERSAL COMPRESSION HOLDINGS,
INC.
NOTICE OF
ANNUAL MEETING OF STOCKHOLDERS TO BE
HELD ,
2007
To the Stockholders of Universal Compression Holdings, Inc.:
We cordially invite you to our 2007 Annual Meeting of
Stockholders. The meeting will be held
on , ,
2007, at 9:00 a.m., local time, at the Hilton Houston
Westchase, 9999 Westheimer Road,
Houston,
Texas 77042. At
this year’s meeting, you will be asked to:
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adopt the Agreement and Plan of Merger, dated as of
February 5, 2007, among Hanover Compressor Company,
Universal Compression Holdings, Inc., Iliad Holdings, Inc.,
Hector Sub, Inc. and Ulysses Sub, Inc., a copy of which is
attached as Annex A to this joint proxy
statement/prospectus;
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approve the Holdings 2007 Stock Incentive Plan, a copy of which
is attached as Annex D to this joint proxy
statement/prospectus, to be used by Holdings following the
consummation of the mergers;
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approve the Holdings Employee Stock Purchase Plan, a copy of
which is attached as Annex E to this joint proxy
statement/prospectus, to be used by Holdings following the
consummation of the mergers;
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re-elect directors Thomas C. Case, Janet F. Clark and Uriel E.
Dutton, each for a three-year term ending 2010;
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ratify the reappointment of Deloitte & Touche LLP as
Universal’s independent registered public accounting firm
for fiscal year 2007; and
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transact such other business as may properly come before the
meeting or any adjournment or postponement thereof.
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If the Agreement and
Plan of Merger is adopted and the mergers
are consummated, the Universal directors elected pursuant to the
proposal in the fourth bullet above will serve only until the
mergers are consummated. Also, the proposals described in the
second and third bullets will be implemented only if the
Agreement and
Plan of Merger is adopted. For more information
about the proposals and the annual meeting, please review the
accompanying joint proxy statement/prospectus.
Universal will transact no other business at its annual meeting,
except for business properly brought before the annual meeting
or any adjournment or postponement thereof.
Only holders of record of shares of Universal common stock at
the close of business
on ,
2007, the record date for the annual meeting, are entitled to
notice of, and a vote at, the annual meeting and any
adjournments or postponements of the annual meeting.
Your vote is important. We encourage you to sign and return your
proxy card, or use the telephone or Internet voting procedures,
before the annual meeting, so that your shares will be
represented and voted at the annual meeting even if you cannot
attend in person.
Please do not send any share certificates at this time. If the
mergers are consummated, we will notify you of the procedures
for exchanging Universal share certificates for shares of
Holdings.
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Houston, Texas
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STEPHEN A. SNIDER
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,
2007
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President and Chief Executive
Officer
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HOW TO
OBTAIN ADDITIONAL INFORMATION
This joint proxy statement/prospectus incorporates important
business and financial information about Hanover and Universal
from other documents that are not included in or delivered with
this joint proxy statement/prospectus. See
“Where You Can
Find More Information” beginning on page 216 for a
listing of
documents incorporated by reference. This information
is available for you to review at the public reference room of
the Securities and Exchange Commission, or SEC, located at 100 F
Street, N.E., Room 1580, Washington, DC 20549, and through
the SEC’s
website,
www.sec.gov. You can also obtain
those
documents incorporated by reference in this joint proxy
statement/prospectus by requesting them in writing or by
telephone from the appropriate company at the following
addresses and telephone numbers:
You may also obtain
documents incorporated by reference in this
joint proxy statement/prospectus by requesting them in writing
or by telephone from D.F. King & Co., Inc.,
Hanover’s proxy solicitor, or Georgeson Inc.,
Universal’s proxy solicitor, at the following addresses and
telephone numbers:
If you would like to request documents, please do so
by ,
2007 in order to receive them before the annual meetings.
VOTING BY
INTERNET, TELEPHONE OR MAIL
If you hold your shares through a bank, broker, custodian or
other recordholder, please refer to your proxy card or voting
instruction form or the information forwarded by your bank,
broker, custodian or other recordholder to see which options are
available to you.
Hanover stockholders of record may submit their proxies
by:
Internet. You can vote over the Internet by
accessing the
website listed on your proxy card and following
the instructions on the
website prior to 11:59 EST
on , .
Internet voting is available 24 hours a day. If you vote
over the Internet, do not return your proxy card(s).
Telephone. You can vote by telephone by
calling the toll-free number listed on your proxy card in the
United States, Canada or Puerto Rico on a touch-tone phone prior
to 11:59 EST
on , .
You will then be prompted to enter the control number printed on
your proxy card and to follow the subsequent instructions.
Telephone voting is available 24 hours a day. If you vote
by telephone, do not return your proxy card(s).
Mail. You can vote by mail by completing,
signing, dating and mailing your proxy card(s) in the
postage-paid envelope included with this joint proxy
statement/prospectus.
Universal stockholders of record may submit their proxies
by:
Internet. You can vote over the Internet by
accessing the
website listed on your proxy card and following
the instructions on the
website prior to 11:59 EST
on , .
Internet voting is available 24 hours a day. If you vote
over the Internet, do not return your proxy card(s).
Telephone. You can vote by telephone by
calling the toll-free number listed on your proxy card in the
United States, Canada or Puerto Rico on a touch-tone phone prior
to 11:59 EST
on , .
You will then be prompted to enter the control number printed on
your proxy card and to follow subsequent instructions. Telephone
voting is available 24 hours a day. If you vote by
telephone, do not return your proxy card(s).
Mail. You can vote by mail by completing,
signing, dating and mailing your proxy card(s) in the
postage-paid envelope included with this joint proxy
statement/prospectus.
i
