Hanover Compressor Company
Ticker:HC 12001 North Houston Rosslyn
Exchange:New York Stock Exchange Houston, TX 77086
Industry:Natural Resources (SIC Code 1389) (281) 447-8787

Offering Information
Type of Shares:Common Shares Filing Date:4/11/97
U.S. Shares:6,613,494 Offer Date:6/30/97
Non-U.S. Shares:0 Filing Range:$17.00 - $19.00
Primary Shares:4,166,667 Offer Price:$19.50
Secondary Shares:2,446,827 Gross Spread:$1.32
Offering Amount: $119,042,892 Selling:$0.80
Expenses: - Reallowance:$0.10
Shares Out After: -

Primary Underwriting Group
ManagerTierPhone
Goldman, Sachs & Co.Lead Manager (212) 902-5959
CS First BostonCo-manager (212) 325-2000
Salomon Brothers Inc.Co-manager (212) 783-2947

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Neal Gerber & Eisenberg
Bank's Law Firm: Vinson & Elkins
Auditor: Arthur Andersen

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/96 12/31/96
Revenue:$136.01Assets:$341.39
Net Income:$10.38Curr Assets:
EPS:$0.16Liabilities:$164.49
Prior EPS:$0.31Curr Liabilities:
Cash Flow/Oper:$20.28Equity:$176.90
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company is a leading provider of a broad array of natural gas compression rental, operations and maintenance services in the United States and select international markets. As of December 31, 1996, the company had a fleet of 1,560 compression rental units with an aggregate capacity of 569,557 horsepower. The company's compression services are complemented by its compressor and oil and gas production equipment fabrication operations, which broaden its customer relationships both domestically and internationally. Through internal growth and a series of strategic acquisitions, the company believes it is the largest operator of rental compression horsepower capacity in the United States, controlling an estimated 20% of the domestic rental market with 1,508 rental units having an aggregate capacity of approximately 500,000 horsepower at December 31, 1996. Internationally, the company estimates it is one of the largest providers of compression services in the rapidly growing South American market, primarily in Argentina and Venezuela, operating 52 units with approximately 70,000 horsepower at December 31, 1996.

Use of Proceeds
The proceeds from the proposed offering will be used to repay indebtedness.

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