EXHIBIT 99.4
Form of Letter to Beneficial Holders Regarding the
Offer to Exchange
Unregistered 8.50% Senior Secured Notes Due 2008
for
8.50% Senior Secured Notes Due 2008
which have been registered under the Securities Act of 1933
of
Hanover Equipment Trust 2001A
payable from lease obligations of and guaranteed by
Hanover Compression Limited Partnership
which lease obligations and notes are guaranteed by
Hanover Compressor Company
Pursuant to the Prospectus dated , 2002
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON ,
2002, UNLESS EXTENDED (SUCH TIME AND DATE, AS THE SAME MAY BE EXTENDED FROM
TIME TO TIME, THE "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN AT ANY TIME
PRIOR TO THE EXPIRATION DATE.
, 2002
To Our Clients:
Enclosed for your consideration is a Prospectus, dated , 2002, of
Hanover Equipment Trust 2001A (the "Issuer"), Hanover Compression Limited
Partnership ("HCLP"), and Hanover Compressor Company ("Hanover"), and a related
Letter of Transmittal (which together constitute the "Exchange Offer") relating
to the offer by the Issuer to exchange any and all of the Issuer's outstanding
unregistered 8.50% Senior Secured Notes due 2008 (the "Old Notes") for
$300,000,000 principal amount of the Issuer's 8.50% Senior Secured Notes due
2008 (the "New Notes") that have been registered under the Securities Act of
1933, as amended (the "Securities Act"), which New Notes are payable from lease
obligations of and guaranteed by HCLP, which lease obligations and New Notes
are guaranteed by Hanover, upon the terms and subject to the conditions set
forth in the Prospectus and the Letter of Transmittal. The Prospectus and
Letter of Transmittal more fully describe the Exchange Offer. Capitalized terms
used but not defined herein have the meanings given to them in the Prospectus.
These materials are being forwarded to you as the beneficial owner of Old
Notes carried by us for your account or benefit but not registered in your
name. A tender of any Old Notes may be made only by us as the registered holder
and pursuant to your instructions. Therefore, the Issuer, Hanover and HCLP urge
beneficial owners of Old Notes registered in the name of a broker, dealer,
commercial bank, trust company or other nominee to contact such registered
holder promptly if they wish to tender Old Notes in the Exchange Offer.
Accordingly, we request instructions as to whether you wish us to tender any
or all of your Old Notes, pursuant to the terms and conditions set forth in the
Prospectus and Letter of Transmittal. We urge you to read carefully the
Prospectus and Letter of Transmittal before instructing us to tender your Old
Notes.
Your instructions to us should be forwarded as promptly as possible in order
to permit us to tender Old Notes on your behalf in accordance with the
provisions of the Exchange Offer. The Exchange Offer will expire at 5:00 p.m.,
New York City time, on , 2002, unless extended by the Issuer. Old Notes
tendered pursuant to the Exchange Offer may be withdrawn, subject to the
procedures described in the Prospectus, at any time prior to the Expiration
Date.
If you wish to have us tender any or all of your Old Notes held by us for
your account or benefit, please so instruct us by completing, executing and
returning to us the instruction form that appears below. The accompanying
Letter of Transmittal is furnished to you for informational purposes only and
may not be used by you to tender Old Notes held by us and registered in our
name for your account or benefit.
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INSTRUCTIONS TO REGISTERED HOLDER FROM BENEFICIAL OWNER OF 8.50% SENIOR SECURED
NOTES DUE 2008 OF HANOVER EQUIPMENT TRUST 2001A
The undersigned acknowledge(s) receipt of your letter and the enclosed
materials referred to therein relating to the Exchange Offer of Hanover
Equipment Trust 2001A. Capitalized terms used but not defined herein have the
meanings ascribed to them in the Prospectus.
This will instruct you to tender the principal amount of Old Notes indicated
below held by you for the account or benefit of the undersigned, pursuant to
the terms of and conditions set forth in the Prospectus and the Letter of
Transmittal.
The aggregate face amount of the Old Notes held by you for the account of
the undersigned is (fill in amount):
$ of the Old Notes.
With respect to the Exchange Offer, the undersigned hereby instructs you
(check appropriate box):
[_] To TENDER the following Old Notes held by you for the account of the
undersigned (insert principal amount of Old Notes to be tendered, if any):
$ of the Old Notes.
[_] NOT to TENDER any Old Notes held by you for the account of the
undersigned.
If the undersigned instructs you to tender the Old Notes held by you for the
account of the undersigned, it is understood that you are authorized (a) to
make, on behalf of the undersigned (and the undersigned, by its signature
below, hereby makes to you), the representations and warranties contained in
the Letter of Transmittal that are to be made with respect to the undersigned
as a beneficial owner of the Old Notes, including, but not limited to, the
representations that (i) the undersigned's principal residence is in the state
of (fill in state) , (ii) the undersigned is acquiring the New Notes in the
ordinary course of business of the undersigned, (iii) the undersigned has no
arrangement or understanding with any person to participate in the distribution
of New Notes, (iv) the undersigned acknowledges that any person who is a
broker-dealer registered under the Exchange Act or is participating in the
Exchange Offer for the purpose of distributing the New Notes must comply with
the registration and prospectus delivery requirements of Section 10 of the
Securities Act in connection with a secondary resale transaction of the New
Notes acquired by such person and cannot rely on the position of the Staff of
the Securities and Exchange Commission (the "Commission") set forth in certain
no action letters (see the section of the Prospectus entitled "The Exchange
Offer--Resale of New Notes"), (v) the undersigned understands that a secondary
resale transaction described in clause (iv) above and any resales of New Notes
obtained by the undersigned in exchange for the Old Notes acquired by the
undersigned directly from the Issuer should be covered by an effective
registration statement containing the selling securityholder information
required by Item 507 or Item 508, if applicable, of Regulation S-K of the
Commission, (vi) the undersigned is not an "affiliate," as defined in Rule 405
under the Securities Act, of the Issuer, HCLP or Hanover, and (vii) if the
undersigned is a broker-dealer that will receive New Notes for its own account
in exchange for Old Notes that were acquired as a result of market-making
activities or other trading activities, it acknowledges that it will deliver a
prospectus meeting the requirements of Section 10 of the Securities Act in
connection with any resale of such New Notes; however, by so acknowledging and
by delivering such prospectus, the undersigned will not be deemed to admit that
it is an "underwriter" within the meaning of the Securities Act; (b) to agree,
on behalf of the undersigned, as set forth in the Letter of Transmittal; and
(c) to take such other action as necessary under the Prospectus or the Letter
of Transmittal to effect the valid tender of Old Notes.
The purchaser status of the undersigned is (check the box that applies):
[_] A "Qualified Institutional Buyer" (as defined in Rule 144A under the
Securities Act)
[_] An "Institutional Accredited Investor" (as defined in Rule 501(a)(1), (2),
(3) or (7) under the Securities Act)
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[_] A non "U.S. person" (as defined in Regulation S of the Securities Act)
that purchased the Old Notes outside the United States in accordance
with Rule 904 of the Securities Act
[_] Other (describe)__________________________________________________________
SIGN HERE
Name of Beneficial Owner(s):___________________________________________________
Signature(s):__________________________________________________________________
Name(s) (please print):________________________________________________________
Address:_______________________________________________________________________
Principal place of business (if different from address listed above):__________
Telephone Number(s):___________________________________________________________
Taxpayer Identification or Social Security Number(s):__________________________
Date:__________________________________________________________________________
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