COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Exchange Act requires the Company's directors and
executive officers, and persons who own more than 10% of a registered class of
the Company's equity securities, to file with the Commission and the New York
Stock Exchange initial reports of ownership and reports of changes in ownership
of Common Stock and other equity securities of the Company. Directors, officers
and greater than 10% stockholders are required by the Commission's regulations
to furnish the Company with copies of all Section 16(a) forms they file.
To the Company's knowledge, based solely on review of the copies of such
reports furnished to the Company and written representations that no other
reports were required, during the fiscal year ended September 30, 1993 all
reports required by Section 16(a) to be filed by its directors, officers and
greater than 10% beneficial owners were filed on a timely basis, except that the
initial statement of ownership was filed late by Robert W. Jackson.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Peter M. Holt is a director of the Company and is the beneficial owner of
7.5% of the Company's Common Stock. In November 1993 the Company purchased the
natural gas compression business of Energy Industries, Inc. ("Energy
Industries") for an aggregate of $67,227,631 in cash and 13,500,000 shares of
the Company's Common Stock. At the time of the acquisition, Mr. Holt was the
chairman and chief executive officer of Energy Industries, as well as its
majority shareholder. As part of the acquisition of Energy Industries, the
Company entered into a noncompetition agreement with Mr. Holt. In exchange for
Mr. Holt's covenant not to compete with the Company's natural gas compression
business for a three year period after the closing date in the states of
Arkansas, Louisiana, Kansas, New Mexico, Oklahoma and Texas, the Company paid
Mr. Holt $3,886,514. Also in connection with the acquisition of Energy
Industries, the Company entered into a three year Consulting Agreement with Mr.
Holt. The terms of this Consulting Agreement are explained more fully in "Board
of Directors and Committees of the Board - Compensation of Directors" in this
Pursuant to a real property purchase and sale agreement dated as of August
5, 1993, a subsidiary of the Company purchased five real estate properties from
Holt Commercial Properties, Ltd., an affiliate of Mr. Holt, for $3,400,000. The
purchase price was equal to the appraised value of the properties. These
properties are used in connection with Energy Industries' natural gas
In connection with the acquisition of Energy Industries the Company agreed
to use its best efforts to elect Mr. Holt as a member of the Board of Directors
and as a member of the Executive Committee and Nominating Committee of the Board
of Directors. If the term of office for the class of directors for which Mr.
Holt was elected expires prior to 1996, the Company agreed to use its best
efforts to cause the Nominating Committee of the Board of Directors to nominate
Mr. Holt as a director for an additional three year term.
Energy Industries, now a wholly-owned subsidiary of the Company, purchases
parts used in manufacturing and servicing compressors and for resale to its
customers from an affiliate of Mr. Holt. Energy Industries projects that it will
pay approximately $6.5 million to this affiliate of Mr.