Filed Pursuant to Rule 424(b)(3)
Registration Number 333-30344
SUPPLEMENT NO. 3 DATED MARCH 29, 2001
TO PROSPECTUS DATED MAY 5, 2000
RELATING TO 1,725,000 7 1/4% CONVERTIBLE PREFERRED SECURITIES
(LIQUIDATION AMOUNT $50 PER PREFERRED SECURITY) OF
HANOVER COMPRESSOR CAPITAL TRUST
GUARANTEED BY, AND CONVERTIBLE INTO COMMON STOCK OF,
HANOVER COMPRESSOR COMPANY
All terms used but not defined herein shall have the meanings assigned to
such terms in the prospectus, dated May 5, 2000, forming a part of the
Registration Statement on Form S-3 (File No. 333-30344).
The purpose of this supplement is to provide additional information
regarding the Selling Holders. In addition to the Selling Holders named in the
prospectus, the following table sets forth the name of additional Selling
Holders and relationship, if any with Hanover and (i) the amount of preferred
securities owned by such Selling Holders as of March 15, 2001 (subject to
the qualification set forth below), (ii) the maximum amount of preferred
securities that may be offered for the account of such Selling Holders as of
March 15, 2001 and (iii) the maximum amount of common stock that may be
offered for the account of such Selling Holders under the prospectus.
Principal
Amount of
Preferred Number of Number of
Securities Shares of Shares of
Beneficially Common Stock Common Stock
Owned and Owned Prior to Offered
Selling Holder Offered Hereby the Offering(1) Hereby(1)(2)
-------------- -------------- --------------- ------------
Alscott Investments, LLC.......... $ 300,000 16,783 16,783
Goldman Sachs and Company......... 1,000,000 55,944 55,944
(1) Comprises the shares of common stock into which the preferred securities
held by such Selling Holder are convertible at a conversion rate of 2.7972
shares of common stock per preferred security. The conversion rate was
adjusted to reflect Hanover's two-for-one stock split effected in June 2000.
The conversion rate and the number of shares of common stock issuable upon
conversion of the preferred securities are subject to adjustment under
certain circumstances. Accordingly, the number of shares of common stock
issuable upon conversion of the preferred securities may increase or
decrease from time to time. Fractional shares will not be issued upon
conversion of the preferred securities; rather, cash will be paid in lieu of
fractional shares, if any.
(2) Assumes the offering of such shares by such Selling Holder pursuant to the
registration statement of which this prospectus forms a part.
None of the Selling Holders named in the foregoing table has, or within the
past three years has had, any position, office or other material relationship
with the trust or Hanover or any of their respective predecessors or
affiliates.
Because the Selling Holders may, pursuant to this prospectus, offer all or
some portion of the preferred securities or common stock they presently hold,
no estimate can be given as to the amount of the preferred securities or shares
of common stock that will be held by the Selling Holders upon termination of
any such sales. In addition, the Selling Holders identified above may have
sold, transferred or otherwise disposed of all or a portion of their preferred
securities or common stock since the date on which they provided the
information regarding their preferred securities or common stock, in
transaction exempt from the registration requirements of the Securities Act.
We may from time to time include additional Selling Holders in supplements
to this prospectus. We will pay the expenses of registering the preferred
securities and common stock being sold hereunder.