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Iliad Holdings/INC · S-4/A · On 6/15/07

Filed On 6/15/07 5:19pm ET   ·   SEC File 333-141695   ·   Accession Number 950129-7-3007

  in   Show  and 
  As Of               Filer                 Filing     As/For/On Docs:Pgs              Issuer               Agent

 6/15/07  Iliad Holdings/INC                S-4/A                  7:464                                    Bowne of Houston...01/FA

Pre-Effective Amendment to Registration of Securities Issued in a Business-Combination Transaction   ·   Form S-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4/A       Form S-4 Amendment No. 2                            HTML  2,718K 
 2: EX-23.1     Consent of Pricewaterhousecoopers Llp               HTML      5K 
 3: EX-23.2     Consent of Deloitte & Touche Llp Independent        HTML      6K 
                          Public Accounting Firm                                 
 4: EX-23.5     Consent of Ernst & Young Llp.                       HTML      5K 
 5: EX-23.6     Consent of Ernst & Young Llp.                       HTML      5K 
 6: EX-99.1     Consent of Credit Suisse Securities (Usa) Llc       HTML      8K 
 7: EX-99.2     Consent of Goldman, Sachs & Co.                     HTML      8K 


S-4/A   ·   Form S-4 Amendment No. 2
Document Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page
"Table of Contents
"Summary
"Questions and Answers About the Meetings
"The Companies
"The Mergers
"Matters to be Considered at the Annual Meetings
"Comparative Stock Prices and Dividends
"Selected Historical Financial Data
"Selected Unaudited Pro Forma Condensed Combined Financial Data
"Unaudited Comparative Per Share Data
"Risk Factors
"Risks Relating to the Mergers
"Risks Relating to the Businesses of the Combined Company
"Cautionary Information Regarding Forward-Looking Statements
"General Description of the Mergers
"Background of the Mergers
"Strategic and Financial Rationale for the Mergers
"Hanover s Reasons for the Mergers and Recommendation of Hanover s Board of Directors
"Universal s Reasons for the Mergers and Recommendation of Universal s Board of Directors
"Financial Forecasts
"Opinion of Hanover s Financial Advisor
"Opinion of Universal s Financial Advisor
"Interests of Hanover and Universal Directors and Executive Officers in the Mergers
"Continuing Board and Management Positions
"Regulatory Matters
"Workforce and Employee Benefits Matters
"Accounting Treatment
"Appraisal Rights
"Resale of Holdings Common Stock
"Listing of Holdings Common Stock
"Deregistration and Delisting of Hanover and Universal Common Stock
"Dividends
"Bank Facility Amendments
"Change in Control Provision in Hanover s Equipment Leases
"Material U.S. Federal Income Tax Consequences of the Mergers
"U.S. Federal Income Tax Consequences of the Hanover Merger
"U.S. Federal Income Tax Consequences of the Universal Merger
"Reporting Requirements
"The Merger Agreement
"Form and Effective Times of the Mergers
"Consideration to be Received in the Mergers
"Procedures for Exchange of Share Certificates
"Covenants and Agreements
"Representations and Warranties
"Conditions to the Mergers
"Termination of the Merger Agreement
"Expenses and Termination Fees
"Amendment; Extensions and Waivers
"Governing Law
"Iliad Holdings, Inc
"Hanover Compressor Company
"Universal Compression Holdings, Inc
"Hector Sub, Inc
"Ulysses Sub, Inc
"Stock Prices
"Description of the Holdings 2007 Stock Incentive Plan
"Description of the Holdings Employee Stock Purchase Plan
"Hanover Annual Meeting
"General Information
"Proposal 1 Adoption of the Merger Agreement
"Proposal 2 Approval of the Holdings 2007 Stock Incentive Plan
"Equity Compensation Plan Information
"Proposal 3 Approval of the Holdings Employee Stock Plan
"Proposal 4 Election of Directors
"Nominees for Director
"Information Regarding Corporate Governance, the Board of Directors and Committees of the Board
"Compensation Discussion and Analysis
"Compensation Committee Report
"Information Regarding Executive Compensation
"Beneficial Ownership of Hanover Common Stock
"Proposal 5 Ratification of Reappointment of Independent Registered Public Accounting Firm
"Fees Paid to the Independent Registered Public Accounting Firm
"Pre-Approval Policies and Procedures
"Vote Regarding the Ratification of the Reappointment of the Independent Registered Public Accounting Firm
"Report of the Audit Committee
"2008 Annual Meeting of Stockholders
"Annual Reports
"Universal Annual Meeting
"General Information about Proxies and Voting
"Proposal 2 Adoption of the Holdings 2007 Stock Incentive Plan
"Proposal 3 Adoption of the Holdings Employee Stock Purchase Plan
"Security Ownership of Certain Beneficial Owners and Management
"Information about Universal s Directors
"Information about Universal s Corporate Governance and the Board of Directors and its Committees
"Executive Officers
"Executive Officer Compensation
"Director Compensation
"Certain Relationships and Related Transactions
"Audit and Other Fees
"Pre-Approval Policy
"Other Information
"Iliad Holdings, Inc. Unaudited Pro Forma Condensed Combined Financial Information
"Description of Holdings Capital Stock
"Comparison of Stockholder Rights
"Legal Matters
"Experts
"Where You Can Find More Information
"Report of Independent Registered Public Accounting Firm
"Iliad Holdings, Inc. Consolidated Balance Sheet
"Iliad Holdings, Inc. Note to Consolidated Balance Sheet
"Annexes
"Annex A
"Agreement and Plan of Merger
"Exhibit 2.3.1 Restated Certificate of Incorporation of Holdings
"Exhibit 2.3.2 Amended and Restated Bylaws of Holdings
"Exhibit 7.11 Form of Rule 145 Affiliate Letter
"Exhibit 8.1(i) Consents
"Annex B Opinion of Credit Suisse Securities (USA) LLC
"Annex C Opinion of Goldman, Sachs & Co
"Annex D Holdings 2007 Stock Incentive Plan
"Annex E Holdings Employee Stock Purchase Plan
"Annex F Excerpt from Hanover s Governance Principles Concerning Shareholder Election of Directors
"Annex G Excerpt from Hanover s Governance Principles Concerning Independence Standards for Hanover Directors
"Annex H Universal Compensation Committee Charter

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Table of Contents

As filed with the Securities and Exchange Commission on June 15, 2007
Registration No. 333-141695
 
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)
 
         
Delaware   7359   74-3204509
(State or other jurisdiction of
incorporation or organization)
  (Primary Standard Industrial
Classification Code Number)
  (I.R.S. Employer
Identification No.)
 
4444 Brittmoore
Houston, Texas 77041
(713) 335-7000
(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
Houston, Texas 77041
(713) 335-7000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
 
Copies to:
 
         
Stephen A. Massad
Ryan J. Maierson
One Shell Plaza
Baker Botts L.L.P.
910 Louisiana Street
Houston, Texas 77002
(713) 229-1234
  Gary M. Wilson
Suzanne B. Kean
Hanover Compressor Company
12001 N. Houston Rosslyn
Houston, Texas 77086
(281) 447-8787
  Scott N. Wulfe
W. Matthew Strock
Vinson & Elkins L.L.P.
1001 Fannin, Suite 2500
Houston, Texas 77002
(713) 758-2222
 
 
 
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.
 



Table of Contents

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.
 
 
PRELIMINARY COPY — SUBJECT TO COMPLETION, DATED JUNE 15, 2007
 
     
Image -- Hanover Logo
  Image -- Universal Logo
 
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.
 
     
Sincerely,  
Sincerely,
     
John E. Jackson
  Stephen A. Snider
President and Chief Executive Officer
  President and Chief Executive Officer
Hanover Compressor Company
  Universal Compression Holdings, Inc.
 
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.



Table of Contents

Image -- Hanover Logo
 
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:
 
  •  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;
 
  •  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;
 
  •  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;
 
  •  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;
 
  •  ratify the reappointment of PricewaterhouseCoopers LLP as Hanover’s independent registered public accounting firm for fiscal year 2007; and
 
  •  transact such other business as may properly come before the meeting or any adjournment or postponement thereof.
 
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.
 
     
Houston, Texas
  GARY M. WILSON
           , 2007
  Corporate Secretary



Table of Contents

Image -- Universal Logo
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:
 
  •  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;
 
  •  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;
 
  •  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;
 
  •  re-elect directors Thomas C. Case, Janet F. Clark and Uriel E. Dutton, each for a three-year term ending 2010;
 
  •  ratify the reappointment of Deloitte & Touche LLP as Universal’s independent registered public accounting firm for fiscal year 2007; and
 
  •  transact such other business as may properly come before the meeting or any adjournment or postponement thereof.
 
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.
 
 
     
Houston, Texas
  STEPHEN A. SNIDER
           , 2007
  President and Chief Executive Officer



Table of Contents

 
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:
 
     
Hanover Compressor Company   Universal Compression Holdings, Inc.
12001 N. Houston Rosslyn   4444 Brittmoore
Houston, Texas 77086   Houston, Texas 77041
(281) 447-8787   (713) 335-7000
Attention: Investor Relations   Attention: Investor Relations
www.hanover-co.com   www.universalcompression.com
 
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:
 
     
D.F. King & Co., Inc.
48 Wall Street
New York, New York 10005
(800) 859-8508
  Georgeson Inc.
17 State Street
New York, New York 10004
(877) 278-9673
 
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.


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  F-1
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ANNEXES:        
 
  Agreement and Plan of Merger   A-1
  Exhibit 2.3.1 — Restated Certificate of Incorporation of Holdings   A-49
  Exhibit 2.3.2 — Amended and Restated Bylaws of Holdings   A-53
  Exhibit 7.11 — Form of Rule 145 Affiliate Letter   A-67
  Exhibit 8.1(i) — Consents   A-69
  Opinion of Credit Suisse Securities (USA) LLC   B-1
  Opinion of Goldman, Sachs & Co.   C-1
  Holdings 2007 Stock Incentive Plan   D-1
  Holdings Employee Stock Purchase Plan   E-1
  Excerpt from Hanover’s Governance Principles Concerning Shareholder Election of Directors   F-1
  Excerpt from Hanover’s Governance Principles Concerning Independence Standards for Hanover Directors   G-1
  Universal Compensation Committee Charter   H-1
 Consent of PricewaterhouseCoopers LLP
 Consent of Deloitte & Touche LLP Independent Public Accounting Firm
 Consent of Ernst & Young LLP.
 Consent of Ernst & Young LLP.
 Consent of Credit Suisse Securities (USA) LLC
 Consent of Goldman, Sachs & Co.


iv



Table of Contents

 
 
SUMMARY
 
This summary highlights selected information contained in this joint proxy statement/prospectus and may not contain all the information that is important to you. Hanover and Universal urge you to read carefully this joint proxy statement/prospectus in its entirety, as well as the annexes. Additional important information is also contained in the documents incorporated by reference into this joint proxy statement/prospectus. See “Where You Can Find More Information” beginning on page 216. We have included page references parenthetically to direct you to a more complete description of the topics presented in this summary.
 
In this joint proxy statement/prospectus, “Hanover” refers to Hanover Compressor Company and its consolidated subsidiaries, “Universal” refers to Universal Compression Holdings, Inc. and its consolidated subsidiaries and the “merger agreement” refers to the Agreement and Plan of Merger, dated February 5, 2007, by and among Hanover, Universal, Holdings, Hector Sub, Inc. and Ulysses Sub, Inc., a copy of which is attached as Annex A to this joint proxy statement/prospectus.
 
 
Questions and Answers About the Meetings
 
Below are brief answers to questions you may have concerning the transactions described in this joint proxy statement/prospectus and the annual meetings of Hanover and Universal. These questions and answers do not, and are not intended to, address all of the information that may be important to you. You should read carefully this entire joint proxy statement/prospectus and the other documents to which we refer you.
 
GENERAL
 
Q: Why am I receiving this document?
 
A: This is a joint proxy statement being used by both the Hanover and Universal boards of directors to solicit proxies of Hanover and Universal stockholders in connection with the proposed mergers involving Hanover and Universal and the annual meetings of Hanover and Universal. In addition, this document is a prospectus being delivered to Hanover and Universal stockholders because Holdings is offering shares of its common stock to be issued in exchange for shares of Hanover common stock and Universal common stock if the mergers are completed.
 
Q: When and where are the meetings of the stockholders?
 
A: The annual meeting of Hanover stockholders will take place at 2:00 p.m., local time, on          , 2007, at the InterContinental Hotel Houston, 2222 West Loop South, Houston, Texas 77027. The annual meeting of Universal stockholders will take place at 9:00 a.m., local time, on          , 2007, at the Hilton Houston Westchase, 9999 Westheimer Road, Houston, Texas 77042. Additional information relating to the Hanover and Universal annual meetings is set forth beginning on pages 108 and 156, respectively.
 
Q: Who can answer any questions I may have about the annual meetings or the mergers?
 
A: Hanover has retained D.F. King & Co., Inc. to serve as an information agent and proxy solicitor in connection with its annual meeting and the mergers. Hanover stockholders may call D.F. King & Co. toll-free at (800) 859-8508 with any questions they may have. Banks and brokers may call collect at (212) 659-5550.
 
Universal has retained Georgeson Inc. to serve as an information agent and proxy solicitor in connection with its annual meeting and the mergers. Universal stockholders may call Georgeson Inc. toll-free at (877) 278-9673 with any questions they may have. Banks and brokers may call at (