SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): August 31, 2001
Hanover Compressor Company
(Exact name of registrant as specified in its charter)
Delaware 1-3071 76-0625124
(State of Incorporation) (Commission File Number) (I.R.S. Employer
Identification Number)
12001 N. Houston Rosslyn
Houston, Texas 77086
(Address of principal executive offices)
Registrant's telephone number, including area code: (281) 447-8787
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On August 31, 2001, Hanover Compressor Company ("Hanover") completed the
previously announced acquisition from Schlumberger Ltd. of the Production
Operators Corporation natural gas compression business; ownership interests in
certain joint ventures; and related assets for US$ 761 million in a transaction
accounted for as a purchase effective August 31, 2001. We incorporate by
reference a press release Hanover issued on September 4, 2001 with respect to
this transaction. Hanover filed this press release with the SEC on September 4,
2001 in a Current Report on Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired
At this time, it is impracticable to provide the audited
historical financial statements of the business acquired. The
required information will be filed no later than 60 days after
the filing of this Current Report on Form 8-K.
(b) Pro Forma Financial Information
At this time, it is impracticable to provide the required pro
forma financial information of Hanover Compressor Company for the
acquisition. The required information will be filed no later than
60 days after the filing of this Current Report on Form 8-K.
(c) Exhibits
99.1 Press Release of Hanover Compressor Company dated
September 4, 2001, announcing the acquisition of the
Production Operators Corporation natural gas compression
business; ownership interests in certain joint ventures;
and related assets (1)
99.2 Purchase Agreement dated as of June 28, 2001 among
Schlumberger Technology Corporation, Camco International,
Inc., Schlumberger Surenco S.A., Schlumberger Oilfield
Holdings Limited, Hanover Compressor Company and Hanover
Compression Limited Partnership (2) [10.63]
99.3 Amendment No. 1 to Purchase Agreement dated as of August
30, 2001 among Schlumberger Technology Corporation,
Schlumberger Oilfield Holdings Limited, Schlumberger
Surenco S.A., Camco International Inc., Hanover Compressor
Company and Hanover Compression Limited Partnership *
99.4 Most Favored Supplier and Alliance Agreement dated August
31, 2001 among Schlumberger Oilfield Holdings Limited,
Schlumberger Technology Corporation and Hanover
Compression Limited Partnership *
99.5 Lock-Up, Standstill and Registration Rights Agreement
dated as of August 31, 2001 by and among Schlumberger
Technology Corporation, Camco International, Inc.,
Schlumberger Oilfield Holdings Ltd., Schlumberger Surenco
S.A., Operational Services, Inc. and Hanover Compressor
Company *
_____________________
(1) Such exhibit previously filed as Item 5 to Hanover's
Current Report on Form 8-K dated September 4, 2001, and is
incorporated by reference.
(2) Such exhibit previously filed as an exhibit to Hanover's
Quarterly Report on Form 10-Q for the period ending June 30,
2001, under the exhibit number indicated in brackets [_], and is
incorporated by reference.
* Filed herewith
The exhibits and schedules to Exhibits 99.3, 99.4 and 99.5 as referenced
therein have been omitted. The registrant will furnish supplementally a copy of
any omitted exhibit or schedule to the Commission upon request.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Dated: September 14, 2001
Hanover Compressor Company
By: /s/ Michael J. McGhan
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Michael J. McGhan
President and Chief Executive Officer
EXHIBIT INDEX
Exhibit
Number Description
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99.1 Press Release of Hanover Compressor Company dated September
4, 2001, announcing the acquisition of the Production
Operators Corporation natural gas compression business;
ownership interests in certain joint ventures; and related
assets (1)
99.2 Purchase Agreement dated as of June 28, 2001 among
Schlumberger Technology Corporation, Camco International,
Inc., Schlumberger Surenco S.A., Schlumberger Oilfield
Holdings Limited, Hanover Compressor Company and Hanover
Compression Limited Partnership (2) [10.63]
99.3 Amendment No. 1 to Purchase Agreement dated as of August
30, 2001 among Schlumberger Technology Corporation,
Schlumberger Oilfield Holdings Limited, Schlumberger
Surenco S.A., Camco International Inc., Hanover Compressor
Company and Hanover Compression Limited Partnership *
99.4 Most Favored Supplier and Alliance Agreement dated August
31, 2001 among Schlumberger Oilfield Holdings Limited,
Schlumberger Technology Corporation and Hanover Compression
Limited Partnership *
99.5 Lock-Up, Standstill and Registration Rights Agreement dated
as of August 31, 2001 by and among Schlumberger Technology
Corporation, Camco International, Inc., Schlumberger
Oilfield Holdings Ltd., Schlumberger Surenco S.A.
Operational Services, Inc. and Hanover Compressor Company *
____________
(1) Such exhibit previously filed as Item 5 to Hanover's Current
Report on Form 8-K dated September 4, 2001, and is incorporated by
reference.
(2) Such exhibit previously filed as an exhibit to Hanover's Quarterly
Report on Form 10-Q for the period ending June 30, 2001, under the
exhibit number indicated in brackets [_], and is incorporated by
reference.
* Filed herewith.