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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
Hadson Corporation
________________________________________________________________________________
(Name of Issuer)
Common Stock, par value $.01 per share
________________________________________________________________________________
(Title of Class of Securities)
40501V 10 1
_______________________________________________________
(CUSIP Number)
Robert Capps, Hadson Corporation,
600 E. John Carpenter Freeway, Suite 201, Irving, Texas 75062-3977
________________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
2/10/95
_______________________________________________________
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
SEC 1746 (9-88)
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SCHEDULE 13D
CUSP NO. 4501 V 101 PAGE 1 OF 4 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SANTA FE ENERGY RESOURCES, INC.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7 SOLE VOTING POWER
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH 10,395,655
9 SOLE DISPOSITIVE POWER
10,395,655
10 SHARED DISPOSITIVE POWER
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
10,395,655
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.47%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTION BEFORE FILLING OUT!
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Page 2 of 4
AMENDMENT NO. 2 TO SCHEDULE 13D
Item 2. Identity and Background
This statement is filed by Santa Fe Energy Resources, Inc., a Delaware
corporation ("SFER") whose principal business address is 1616 South Voss Road,
Suite 1000, Houston, Texas 77057. SFER is filing this report with respect to
shares of common stock of Hadson Corporation ("Hadson") owned by SFER.
SFER is making this filing because on February 10, 1995, SFER entered
into a Securities Purchase Agreement (the "Agreement") by and among SFER, LG&E
Energy Corp. ("LG&E") and Carousel Acquisition Corporation ("Carousel")
pursuant to which SFER has agreed to sell all of its holdings of common stock
of Hadson to LG&E and Carousel, subject to a number of conditions precedent.
In connection with the execution of the Agreement, SFER has granted to LG&E a
limited irrevocable proxy by which SFER has granted LG&E the authority to vote
its shares of common stock of Hadson Corporation in favor of the merger
contemplated by the Agreement (described below). This Amendment No. 2 reflects
SFER's shared voting power with respect to the Hadson Common Stock owned by
SFER.
During the last five years, SFER has not been a party to any
proceeding or been subject to any judgment, decree or final order with respect
to any federal or state securities laws.
Item 5. Interest in Securities of the Issuer
(a) & (b)
Number of Shares Percent
Reporting Person Beneficially Owned of Class (1)
SFER 10,395,655 40.47%
_____________________________________
(1) Based on Shares outstanding.
(c) Not applicable.
(d) SFER does not own any Common Stock of Hadson except as set
forth above. To the best of the knowledge of SFER, no person other than the
SFER has the right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, the shares of Common Stock beneficially
owned by SFER.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
As described at Item 2 above, pursuant to the Agreement, SFER has
agreed to transfer all of its common stock of Hadson to LG&E. In addition,
pursuant to a Merger Agreement (the "Merger Agreement") by and among LG&E,
Carousel and Hadson, Carousel will be merged with and into Hadson and Hadson
will become a subsidiary of LG&E. In connection with the submission of the
proposed merger to a vote of the security holders of Hadson, SFER has granted
to LG&E a limited irrevocable proxy which allows LG&E to vote SFER's shares of
Hadson common stock in favor of such merger.
Item 7. Materials to be filed as Exhibits.
Exhibit A - Stock Purchase Agreement
Exhibit B - Limited Irrevocable Proxy
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Page 3 of 4
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: February 28, 1995
SANTA FE ENERGY RESOURCES, INC.
/s/ David L. Hicks
______________________________
David L. Hicks,
Vice President, Law and
General Counsel
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LIST OF EXHIBITS AND SCHEDULES
Exhibit 10.1 - Form of Agreement and Plan of Merger
Exhibit 10.2 - Form of Proxy
Schedule I - Account Information
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EXHIBIT 10.1
SECURITIES PURCHASE AGREEMENT
among
SANTA FE ENERGY RESOURCES, INC.
as Seller
and
LG&E ENERGY CORP.
and
CAROUSEL ACQUISITION CORPORATION
as Buyers
Dated February 10, 1995
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TABLE OF CONTENTS
<TABLE>
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Page
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1. SALE AND PURCHASE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
2. PURCHASE PRICE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
2.1. Purchase Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
3. REPRESENTATIONS AND WARRANTIES OF BUYERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
3.1. Existence; Good Standing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
3.2. Authorization, Validity and Effect of Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . 2
3.3. No Violation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
3.4. Availability of Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
3.5. Purchase for Investment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
4. REPRESENTATIONS AND WARRANTIES OF SELLER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
4.1. Existence; Good Standing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
4.2. Authorization, Validity and Effect of Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . 3
4.3. No Violation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
4.4. Ownership of Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
4.5. Absence of Certain Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
5. COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
5.1. No Disposition; No Lien . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
5.2. Payments; No Solicitation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
5.3. Proxy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
5.4. Purchase from Prudential; Consummation of the Merger . . . . . . . . . . . . . . . . . . . . . . . . 5
5.5. No Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
5.6. Seller's Agreement Regarding Expenses of the Merger . . . . . . . . . . . . . . . . . . . . . . . . 6
5.7. Agreement Not to Waive Section 8.1(e) of the Merger Agreement . . . . . . . . . . . . . . . . . . . 6
5.8. Seller's Agreement to Assist with the Settlement . . . . . . . . . . . . . . . . . . . . . . . . . . 6
6. CONDITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
6.1. Condition to Obligation of Seller to Sell the Securities . . . . . . . . . . . . . . . . . . . . . . 6
6.2. Conditions to Obligation of Buyers to Purchase the Securities . . . . . . . . . . . . . . . . . . . 7
7. TERMINATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
7.1. Termination by Mutual Consent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
7.2. Termination by Buyers or Seller . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
7.3. Automatic Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
7.4. Effect of Termination and Abandonment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
7.5. Extension; Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
</TABLE>
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<TABLE>
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8. GENERAL PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
8.1. Survival of Representations and Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
8.2. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
8.3. Assignment; Binding Effect; Benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
8.4. Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
8.5. Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
8.6. Governing Law; Choice of Forum . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
8.7. Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
8.8. Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
8.9. Interpretation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
8.10. Waivers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
8.11. Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
8.12. Enforcement of Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
8.13. Publicity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
</TABLE>
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SECURITIES PURCHASE AGREEMENT
THIS SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated February
10, 1995, is entered into among Santa Fe Energy Resources, Inc., a Delaware
corporation ("Seller"), LG&E Energy Corp., a Kentucky corporation ("Parent"),
and Carousel Acquisition Corporation, a Delaware corporation ("Merger Sub")
(Parent and Merger Sub hereinafter referred to as "Buyers").
WITNESSETH
WHEREAS, Seller is the owner of 10,395,665 shares of common stock, par
value $.01 per share (the "Common Stock"), 2,335,907 shares of Senior
Cumulative Preferred Stock, Series A, par value $.01 per share (the "Senior
Preferred Stock"), of Hadson Corporation, a Delaware corporation (the
"Company"), and $2.35 million in aggregate principal amount of 9% Junior Notes
(the "9% Junior Notes") of the Company (the foregoing securities, together with
all dividends, distributions and payments declared, set aside or paid with
respect thereto after the date hereof are collectively referred to herein as
the "Securities"); and
WHEREAS, concurrently with the execution and delivery of this
Agreement, Parent and Merger Sub have advised the Seller that they are entering
into an Agreement and Plan of Merger with the Company in the form of Exhibit A
hereto (the "Merger Agreement"); and
WHEREAS, concurrently with the execution and delivery of this
Agreement, Parent and Merger Sub have advised Seller that they are entering
into a Securities Purchase Agreement (the "Prudential Securities Purchase
Agreement") with The Prudential Insurance Company of America, a New Jersey
corporation, Pruco Life Insurance Company, an Arizona corporation, and
Prusupply, Inc., a Delaware corporation (collectively, "Prudential"); and
WHEREAS, Buyers desire to purchase from Seller and Seller desires to
sell to Buyers the Securities owned by Seller upon the terms and conditions set
forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual benefits to be derived
from this Agreement and of the representations, warranties, conditions,
covenants and agreements hereinafter contained, Buyers and Seller hereby agree
as follows:
1. SALE AND PURCHASE.
(a) Seller hereby agrees to sell, transfer, assign and
deliver to Buyers and Buyers hereby agree to purchase, at the time specified in
Section 1(b), from Seller the Securities for the Purchase Price hereinafter
specified.
(b) After all conditions set forth in Article 6 hereof
have been satisfied or waived and immediately prior to the Effective Time (as
defined in of the Merger Agreement) (the "Closing Time") (i) Seller will
deliver to Buyers, free and clear of all liens, restrictions, claims, charges
and encumbrances of any nature, certificate(s) and notes representing the
Securities, such certificate(s) and notes being in negotiable form duly
endorsed by Seller on the reverse side of such certificate(s)
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or on transfer powers attached to such certificate(s) or either Buyer or a
designee of Parent, and otherwise in form for good delivery, and (ii) Buyers
will wire transfer immediately available funds in the aggregate amount set forth
in Section 2 of this Agreement in payment of the Purchase Price to the account
designated in Schedule I hereto.
2. PURCHASE PRICE.
2.1. Purchase Price. The consideration to be paid by
Buyers to Seller for the Securities shall be $55,250,000 (the "Purchase
Price").
3. REPRESENTATIONS AND WARRANTIES OF BUYERS.
Buyers hereby represent and warrant to Seller as follows:
3.1. Existence; Good Standing. Each of Parent and Merger
Sub is a corporation duly incorporated, validly existing and in good standing
under the laws of its jurisdiction of incorporation.
3.2. Authorization, Validity and Effect of Agreements.
Each of Parent and Merger Sub has the requisite corporate power and authority
to execute and deliver this Agreement and all agreements and documents
contemplated hereby, and such execution and delivery and consummation of the
transactions hereby and thereby contemplated have been duly authorized by all
requisite corporate action. This Agreement constitutes, and all agreements and
documents contemplated hereby (when executed and delivered pursuant hereto for
value received) will constitute, the valid and legally binding obligations of
Parent and Merger Sub, enforceable against the Parent and Merger Sub in
accordance with their respective terms, subject to applicable bankruptcy,
insolvency, moratorium or other similar laws relating to creditors' rights and
general principles of equity.
3.3. No Violation. Neither the execution and delivery by
Parent and Merger Sub of this Agreement, nor the consummation by Parent and
Merger Sub of the transactions contemplated hereby in accordance with the terms
hereof, will: (i) result in a breach of any provisions of the Certificate of
Incorporation or By-laws of Parent or Merger Sub; (ii) violate or result in a
breach of any provision of, or constitute a default (or an event which, with
notice or lapse of time or both, would constitute a default) under, or result in
the termination or cancellation of, or give rise to a right of termination or
cancellation of, or accelerate the performance required by, or result in the
creation of any lien, security interest, charge or encumbrance upon any of the
material properties of Parent or its subsidiaries under, or result in being
declared void, voidable, or without further binding effect, any of the terms,
conditions or provisions of any note, bond, mortgage, indenture, deed of trust
or any license, franchise, permit, lease, contract, agreement or other
instrument, commitment or obligation to which Parent or any of its subsidiaries
is a party, or by which Parent or any of its subsidiaries or any of their
properties is bound or affected, except for any of the foregoing matters which
would not have a material adverse effect on the ability of Parent or Merger Sub
to perform their obligations hereunder (a "Parent Material Adverse Effect") and
will not impose any liability on Seller or (iii) based on the representation and
warranty of the Company set forth in Section 5.19 of the Merger Agreement and
compliance by the Company with Section 7.4 of the Merger Agreement, require any
2
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consent, approval or authorization, of, or declaration, filing or registration
with, any domestic governmental or regulatory authority (other than filings and
approvals required under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended (the "HSR Act") and filings by Ultimate Parent with the
Securities and Exchange Commission (the "SEC")), the failure to obtain or make
which would have a Parent Material Adverse Effect.
3.4. Availability of Funds. Parent will have available at
the Closing Time sufficient funds to enable it to consummate the transactions
contemplated by this Agreement, the Prudential Securities Purchase Agreement,
and the Merger Agreement.
3.5. Purchase for Investment. Buyers are purchasing the
Securities for investment and not with a view to distribution.
3.6. No Brokers. Buyers have not entered into any
contract, arrangement or understanding with any person or firm which may result
in the obligation of the Company or Seller to pay any finder's fee, brokerage
or agent's commission or other like payment in connection with the negotiations
leading to this Agreement or the consummation of the transactions contemplated
hereby.
4. REPRESENTATIONS AND WARRANTIES OF SELLER.
Seller hereby represents and warrants to Buyers as follows:
4.1. Existence; Good Standing. Seller is a corporation
duly incorporated, validly existing and in good standing under the laws of its
jurisdiction of incorporation.
4.2. Authorization, Validity and Effect of Agreements.
Seller has the requisite corporate power and authority to execute and deliver
this Agreement and all agreements and documents contemplated hereby and such
execution and delivery and consummation of the transactions hereby and thereby
contemplated have been duly authorized by all requisite corporate action. This
Agreement constitutes, and all agreements and documents contemplated hereby to
which the Seller is or will be a party (when executed and delivered pursuant
hereto for value received), will constitute, the valid and legally binding
obligations of Seller, enforceable against the Seller in accordance with their
respective terms, subject to applicable bankruptcy, insolvency, moratorium or
other similar laws relating to creditors' rights and general principles of
equity.
4.3. No Violation. Neither the execution and delivery by
Seller of this Agreement, nor the consummation by Seller of the transactions
contemplated hereby in accordance with the terms hereof, will: (i) result in a
breach of any provisions of the Certificate of Incorporation or By-laws of
Seller, (ii) violate or result in a breach of any provision of, or constitute a
default (or an event which, with notice or lapse of time or both, would
constitute a default) under, or result in the termination or cancellation of,
or give rise to a right of termination or cancellation of, or accelerate the
performance required by, or result in the creation of any lien, security
interest, charge or encumbrance upon any of the material properties of Seller
or its subsidiaries under, or result in being declared void, voidable, or
without further binding effect, any of the terms, conditions or provisions or
any note, bond, mortgage, indenture, deed of trust or any license, franchise,
permit, lease, contract, agreement or other instrument, commitment or
obligation to which Parent or any of its Subsidiaries is a party,
3
<PAGE> 7
or by which Seller or any of its subsidiaries or any of their properties is
bound or affected, except for any of the foregoing matters which would not have
a material adverse effect on the ability of Seller to perform its obligations
hereunder (a "Seller Material Adverse Effect") and will not impose any liability
on any Buyer; or (iii) require any consent, approval or authorization of, or
declaration, filing or registration with, any domestic governmental or
regulatory authority (other than filings and approvals required under the HSR
Act and filing by Seller of an amendment to Sellers' Schedule 13D regarding its
beneficial ownership of Company securities), the failure to obtain or make
which would have a Seller Material Adverse Effect.
4.4. Ownership of Securities. Seller has good and valid
title to the Securities, free and clear of all liens, restrictions, claims,
charges and encumbrances of any nature whatsoever other than those arising
under the Voting Agreement, dated as of December 14, 1993 among the Seller,
Prudential and certain of its affiliates (the "Voting Agreement") by virtue of
Seller's agreement contained therein with respect to the voting of its shares
of Common Stock for the election of Company directors. Seller has no interest,
of record or beneficially, in the investment securities of the Company, or any
right to acquire same, except for the Securities. Seller has full power and
authority to sell, assign and transfer the Securities. Buyers will acquire
good and valid title to the Securities, free and clear of all liens,
restrictions, claims, charges and encumbrances of any nature whatsoever arising
from or in respect of Seller, assuming Buyers are bona fide purchasers of such
Securities within the meaning of Section 8-302 of the Uniform Commercial Code
of the State of Delaware. Seller, upon request, will execute any additional
documents reasonably necessary to complete the transfer of the Securities to
Buyers.
4.5. Absence of Certain Agreements. Neither Seller nor
any of its officers, directors or authorized representatives has entered into
any agreement, letter of intent or similar agreement (whether oral or written)
with any party other than Buyers whereby all or a substantial part of the
Company, its capital stock or its debt instruments would be sold, merged,
consolidated, transferred or otherwise combined with or into another entity.
4.6. No Brokers. Seller has not entered into any contract,
arrangement or understanding with any person or firm, including without
limitation any director, officer or employee of the Company, which may result in
the obligation of Buyers or the Company to pay any success fee, finder's fee,
brokerage or agent's commission or other like payment in connection with the
negotiations leading to this Agreement or the consummation of the transactions
contemplated hereby. Other than the Company's arrangements with S.G. Warburg &
Co. Inc. and Dillon, Read & Co. Inc. in connection with the Merger, Seller is
not aware of any claim against the Company for payment of any success fee,
finder's fee, brokerage or agent's commission or other like payment in
connection with the negotiations leading to this Agreement or the consummation
of the transactions contemplated hereby.
5. COVENANTS.
5.1. No Disposition; No Lien. Seller will not, between
the date hereof and the earlier of the Closing Time and the termination of this
Agreement, sell, dispose of, allow a lien to be created against or, in any
other manner, encumber any of the Securities or enter into any agreement with
any person (other than Buyers) with respect to any of the foregoing matters,
provided that the
4
<PAGE> 8
continued existence of the Voting Agreement shall not constitute a breach or
violation of this Section 5.1.
5.2. Payments; No Solicitation. Seller acknowledges that,
any payments to Seller in respect of dividends, interest or principal on any of
the Securities declared, set aside or paid are included as part of the
Securities for purposes of this Agreement, and agrees to assign and deliver to
Buyers at the Closing Time such payments. Seller agrees that, from and after
its execution of this Agreement through the earlier to occur of the Closing
Time and termination of this Agreement, it shall not, nor shall it permit any
of its subsidiaries to, and it shall use its best efforts to cause its
officers, directors or employees, and all investment bankers, attorneys or
other advisors or representatives retained by Seller or any of its subsidiaries
not to, except to the extent permitted by the Board of Directors of the Company
pursuant to Section 7.1 of the Merger Agreement (a) solicit or encourage the
submission of, any Acquisition Proposal (as hereinafter defined), (b) enter
into any agreement with respect to any Acquisition Proposal or (c) participate
in any discussions or negotiations regarding, or furnish to any person any
information with respect to, or take any other action to facilitate any
inquiries or the making of any proposal that constitutes, an Acquisition
Proposal. For purposes of this Agreement, "Acquisition Proposal" means any
proposal or offer for a merger or other business combination involving the
Company or to acquire a material equity interest in, or a substantial portion
of the assets of, the Company, other than as contemplated by this Agreement.
5.3. Proxy. Promptly following its execution of this
Agreement, Seller will grant to Parent a proxy in the form attached hereto as
Exhibit B entitling Parent to vote all shares of Common Stock and Senior
Preferred Stock owned by Seller on the proposal to approve the Merger Agreement
and the merger contemplated thereby (the "Merger") at the meeting of the
Company's stockholders called to vote on such proposal or any adjournment
thereof, provided that such proxy shall be exercisable by the Buyers only if
Seller fails or refuses to vote such shares for such proposal at such
stockholders' meeting or any adjournment thereof. Such proxy shall
automatically terminate upon termination of this Agreement but shall otherwise
be irrevocable.
5.4. Purchase from Prudential; Consummation of the Merger.
Concurrently with the purchase of the Securities at the Closing Time, the
Buyers will purchase the securities to be purchased pursuant to the Prudential
Securities Purchase Agreement subject to the terms and conditions thereof. The
Buyers agree to consummate the Merger immediately after the Closing Time
subject to the terms and conditions of the Merger Agreement.
5.5. No Amendment. Without the express prior written
consent of the Seller, the Buyers agree not to amend or modify the Merger
Agreement or the Prudential Securities Purchase Agreement in any respect.
Seller agrees not to terminate the letter agreement with the Company dated
December 15, 1994 and the payment deferral referred to therein, prior to
Closing (or the earlier termination of the Merger Agreement).
5.6. Seller's Agreement Regarding Expenses of the Merger.
To the extent set forth in Section 7.8 of the Merger Agreement, Seller agrees
to pay the expenses incurred by the Company in connection with consummating the
transactions contemplated by the Merger Agreement.
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<PAGE> 9
5.7. Agreement Not to Waive Section 8.1(e) of the Merger
Agreement. Without the prior written consent of Seller, Buyers agree not to
waive the condition to closing of the Merger set forth in Section 8.1(e) of the
Merger Agreement.
5.8. Seller's Agreement to Assist with the Settlement.
Seller agrees to use all commercially reasonable efforts to assist the Company
and Buyers to settle the pending lawsuit referred to in Section 7.11 of the
Merger Agreement; provided, however, that this provision shall not be construed
to require the Seller to agree to economic terms for settlement that it
determines to be unacceptable.
6. CONDITIONS.
6.1. Condition to Obligation of Seller to Sell the
Securities. The obligation of Seller to sell the Securities shall be subject
to the fulfillment at or prior to the Closing Time of the following conditions:
(a) Buyers shall have performed in all material respects
their agreements contained in this Agreement required to be performed on or
prior to the Closing Time and the representations and warranties of Buyers
contained in this Agreement shall be true and correct in all material respects
as of the date of this Agreement and as of the Closing Time, as though such
representations were made at, and effective as of, such time, and Seller shall
have received a certificate of the President or a Vice President of Parent,
dated the date of the Closing Time, certifying to such effect; and
(b) The waiting period under the HSR Act applicable to
the transactions contemplated hereby shall have expired or been terminated and
any other required regulatory approvals shall have been obtained;
(c) The Board of Directors of the Company shall have
received from Dillon, Read & Co. Inc. confirmation, as of the date of the
proxy or information statement relating to the Merger, of its opinion described
in Section 5.18 of the Merger Agreement;
(d) All conditions to consummation of the Merger
prescribed by the Merger Agreement shall have been satisfied or waived (other
than consummation of the purchases and sales contemplated by this Agreement and
the Prudential Securities Purchase Agreement); and
(e) Seller shall have received from counsel to Buyers an
opinion, in form reasonably satisfactory to Seller, covering the matters that
are the subject of Sections 3.1 and 3.2 or other evidence reasonably
satisfactory to Seller evidencing the accuracy of the representations and
warranties set forth in Sections 3.1 and 3.2.
6.2. Conditions to Obligation of Buyers to Purchase the
Securities. The obligations of Buyers to purchase the Securities shall be
subject to the fulfillment at or prior to the Closing Time of the following
conditions:
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<PAGE> 10
(a) Seller shall have performed in all material respects
their agreements contained in this Agreement required to be performed on or
prior to the Closing Time and the representations and warranties of Seller
contained in this Agreement shall be true and correct in all material respects
as of the date of this Agreement and as of the Closing Time as though such
representations were made at, and effective as of, such time, and Buyers shall
have received a certificate of Seller, dated the date of the Closing Time,
certifying to such effect;
(b) The waiting period under the HSR Act applicable to
the transactions contemplated hereby shall have expired or been terminated and
any other required regulatory approvals shall have been obtained;
(c) All conditions to consummation of the Merger
prescribed by the Merger Agreement shall have been satisfied or waived (other
than consummation of the purchases and sales contemplated by this Agreement and
the Prudential Securities Purchase Agreement); and
(d) Buyers shall have received from counsel to Seller an
opinion, in form reasonably satisfactory to Buyers, covering the matters that
are the subject of Sections 4.1 and 4.2 or other evidence reasonably
satisfactory to Buyer evidencing the accuracy of the representations and
warranties set forth in Sections 4.1 and 4.2.
7. TERMINATION.
7.1. Termination by Mutual Consent. This Agreement may be
terminated and the purchase and sale may be abandoned at any time prior to the
Closing Time by the mutual consent of Buyers and Seller.
7.2. Termination by Buyers or Seller. This Agreement may
be terminated and the purchase and sale may be abandoned by Buyers or Seller if
(a) all conditions to closing shall not have been satisfied or waived and the
Closing Time shall not have occurred by June 30, 1995, (b) a United States
federal or state court of competent jurisdiction or United States federal or
state governmental, regulatory or administrative agency or commission shall
have issued an order, decree or ruling or taken any other action permanently
restraining, enjoining or otherwise prohibiting the transactions contemplated
by this Agreement or the Merger Agreement and such order, decree, ruling or
other actions shall have become final and non-appealable; provided, that the
party seeking to terminate this Agreement or the Merger Agreement pursuant to
clause (b) of this Section 7.2 shall have used all reasonable commercial
efforts to remove such injunction, order or decree, (c) at any time after 5:00
p.m. on March 15, 1995, if the Settlement (as such term in defined in Section
7.11 of the Merger Agreement) has not been entered into by each of the persons
who are parties thereto and filed with the Court (as such term is defined in
Section 7.11 of the Merger Agreement) or (d) if, at any time prior to the entry
of the scheduling order forming part of the Settlement, Seller objects to the
economic terms of the proposed Settlement, unless the terms to which Seller
objects are otherwise adequately provided for to Seller's reasonable
satisfaction.
7.3. Automatic Termination. This Agreement shall
terminate automatically upon termination of the Merger Agreement.
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<PAGE> 11
7.4. Effect of Termination and Abandonment. In the event
of termination of this Agreement pursuant to this Article 7, all obligations of
the parties hereto shall terminate. In the event of termination of this
Agreement, however, nothing herein shall prejudice the ability of the
non-breaching party to seek damages from any other party for any breach of this
Agreement, including without limitation, attorneys' fees and the right to
pursue any remedy at law or in equity.
7.5. Extension; Waiver. At any time prior to the first to
occur of the Closing Time and the termination of this Agreement, any party
hereto may, to the extent legally allowed, (a) extend the time for the
performance of any of the obligations or other acts of the other parties
hereto, (b) waive any inaccuracies in the representations and warranties made
to such party contained herein or in any document delivered pursuant hereto and
(c) waive compliance with any of the agreements or conditions for the benefit
of such party contained herein. Any agreement on the part of a party hereto to
any such extension or waiver shall be valid only if set forth in an instrument
in writing signed by or on behalf of the party granting such extension or
waiver.
8. GENERAL PROVISIONS.
8.1. Survival of Representations and Warranties. The
representations and warranties made in this Agreement shall terminate one year
after the Closing Time.
8.2. Notices. Any notice required to be given hereunder
shall be sufficient if in writing, and sent by facsimile transmission and by
courier service (with proof of service), hand delivery or certified or
registered mail (return receipt requested and first-class postage prepaid),
addressed as follows:
If to Buyers: If to Seller:
LG&E Energy Corp. Santa Fe Energy Resources, Inc.
220 West Main Street 1616 S. Voss Road
P.O. Box 32030 Houston, Texas 77056
Louisville, Kentucky 40202 Attention: David L. Hicks
Attention: President Telephone: (713) 507-5335
Fax: (502) 627-2995 Fax: (713) 507-5341
With a copy to: With a copy to:
LG&E Energy Corp. G. Michael O'Leary
220 West Main Street Andrews & Kurth L.L.P.
P.O. Box 32030 4200 Texas Commerce Tower
Louisville, Kentucky 40202 Houston, Texas 77002
Attention: General Counsel Telephone: (713) 220-4360
Fax: (502) 627-2585 Fax: (713) 220-4285
or to such other address as any party shall specify by written notice so given,
and such notice shall be deemed to have been delivered as of the date so
telecommunicated, personally delivered or mailed.
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<PAGE> 12
8.3. Assignment; Binding Effect; Benefit. Neither this
Agreement nor any of the rights, interests or obligations hereunder shall be
assigned by any of the parties hereto (whether by operation of law or
otherwise) without the prior written consent of the other parties; provided,
however, that Buyers may assign this Agreement to any of their subsidiaries or
affiliates whether or not such subsidiaries or affiliates exist at the date
hereof; provided further, that no such assignment shall relieve Parent of any
of its obligations hereunder. Subject to the preceding sentence, this
Agreement shall be binding upon and shall inure to the benefit of the parties
hereto and their respective successors and assigns. Notwithstanding anything
contained in this Agreement to the contrary, nothing in this Agreement,
expressed or implied, is intended to confer on any person other than the
parties hereto or their respective heirs, successors, executors, administrators
and assigns any rights, remedies, obligations or liabilities under or by reason
of this Agreement.
8.4. Entire Agreement. This Agreement, between Buyers and
Seller, constitutes the entire agreement among the parties with respect to the
subject matter hereof and supersedes all prior agreements and understandings
(oral and written) among the parties with respect thereto. No addition to or
modification of any provision of this Agreement shall be binding upon any party
hereto unless made in writing and signed by all parties hereto.
8.5. Amendment. This Agreement may be amended by the
parties hereto only by an instrument in writing signed by or on behalf of each
of the parties hereto.
8.6. Governing Law; Choice of Forum.
(a) This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware without regard to its rules
of conflict of laws.
(b) Each of the parties hereto irrevocably (i) agrees
that any legal suit, action or proceeding brought by any of the parties hereto
against another arising out of or based upon this Agreement or the transaction
contemplated hereby may be instituted in any state or federal court located in
the State of Delaware, (ii) waives, to the fullest extent it may effectively do
so, any objection which it may now or hereafter have to the laying of venue of
any such proceeding and (iii) submits to the exclusive jurisdiction of such
courts in any such suit, action or proceeding.
8.7. Counterparts. This Agreement may be executed by the
parties hereto in separate counterparts, each of which when so executed and
delivered shall be an original, but all such counterparts shall together
constitute one and the same instrument. Each counterpart may consist of a
number of copies of this Agreement, each of which may be signed by less than
all of the parties hereto, but together all such copies are signed by all of
the parties hereto.
8.8. Headings. Headings of the Articles and Sections of
this Agreement are for the convenience of the parties only, and shall be given
no substantive or interpretive effect whatsoever.
8.9. Interpretation. In this Agreement, unless the
context otherwise requires, words describing the singular number shall include
the plural and vice versa, and words denoting any gender shall include all
genders and words denoting natural persons shall include corporations and
partnerships and vice versa.
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<PAGE> 13
8.10. Waivers. Except as provided in this Agreement, no
action taken pursuant to this Agreement, including, without limitation, any
investigation by or on behalf of any party, shall be deemed to constitute a
waiver by the party taking such action of compliance with any representations,
warranties, covenants or agreements contained in this Agreement. The waiver by
any party hereto of a breach of any provision hereunder shall not operate or be
construed as a waiver of any prior or subsequent breach of the same or any
other provision hereunder.
8.11. Severability. Any term or provision of this
Agreement which is invalid or unenforceable in any jurisdiction shall, as to
that jurisdiction, be ineffective to the extent of such invalidity or
unenforceability without rendering invalid or unenforceable the remaining terms
and provisions of this Agreement or otherwise affecting the validity or
enforceability of any of the terms or provisions of this Agreement in any other
jurisdiction. If any provision of this Agreement is so broad as to be
unenforceable, the provision shall be interpreted to be only so broad as is
enforceable.
8.12. Enforcement of Agreement. The parties hereto agree
that irreparable damage would occur in the event that any of the provisions of
this Agreement were not performed in accordance with its specific terms or was
otherwise breached. It is accordingly agreed that the parties shall be entitled
to an injunction or injunctions to prevent breaches of this Agreement and to
enforce specifically the terms and provisions hereof, this being in addition to
any other remedy to which they may be entitled at law or in equity.
8.13. Publicity. The initial press release relating to
this Agreement shall be a press release issued jointly by Buyers, Seller,
Prudential and the Company and thereafter such parties shall, subject to their
respective legal obligations (including requirements of stock exchanges and
other similar regulatory bodies), agree upon the text of any press release,
before issuing any such press release or otherwise making public statements,
with respect to the transactions contemplated hereby and in making any filings
with any federal or state governmental or regulatory agency or with any
national securities exchange with respect thereto.
IN WITNESS WHEREOF, the parties have executed this Agreement and
caused the same to be duly delivered on their behalf as of the day and year
first written above.
LG&E ENERGY CORP.
By:
-------------------------------------
Name:
Title:
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<PAGE> 14
CAROUSEL ACQUISITION CORPORATION
By:
-------------------------------------
Name:
Title:
SANTA FE ENERGY RESOURCES, INC.
By:
-------------------------------------
Name:
Title:
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<PAGE> 15
SCHEDULE I
Account Information:
Texas Commerce Bank - Houston
ABA#: 113-000-609
Account #: 001-01395516
for a/c of Santa Fe Energy Resources, Inc.
<PAGE> 1
EXHIBIT 10.2
LIMITED IRREVOCABLE PROXY
THIS LIMITED IRREVOCABLE PROXY (this "Proxy"), dated February 10, 1995
is entered into among SANTA FE ENERGY RESOURCES, INC., a Delaware corporation
("Santa Fe"), and LG&E ENERGY CORP., INC., a Kentucky corporation ("LG&E").
WHEREAS, LG&E, Carousel Acquisition Corporation, a Delaware
corporation and wholly owned subsidiary of LG&E ("Carousel"), and Hadson
Corporation, a Delaware corporation ("Hadson"), have entered into an Agreement
and Plan of Merger of even date herewith to effect a merger of Carousel with
and into Hadson (the "Merger");
NOW, THEREFORE, Santa Fe hereby irrevocably designates LG&E, for and
on behalf of Santa Fe and in its name, place and stead, as Santa Fe's true and
lawful proxy and attorney-in-fact to attend any annual or special meeting of
the stockholders (the "Stockholders") of Hadson at which the Merger will be
voted on by the Stockholders and to vote, or act by written consent in lieu of
a vote or meeting, any and all shares of common stock, par value $.01 per
share, of Hadson ("Common Stock") that Santa Fe may own, or otherwise have the
power to vote or to direct the vote, during the term of this Proxy in such
manner as to cause the Merger to be approved; provided, however, that the
foregoing designation by Santa Fe of LG&E as Santa Fe's attorney-in-fact and
proxy is solely for the limited purpose of permitting LG&E to vote, or to act
by written consent in lieu of a vote or meeting, such shares of Common Stock in
favor of the Merger and may be exercised or otherwise utilized by LG&E only if
Santa Fe fails or refuses to vote its shares of Common Stock in favor of the
Merger at such meeting, or to act by written consent in favor of the Merger in
lieu of a meeting or vote.
The term of this Proxy shall commence on the date hereof and shall end
on June 30, 1995, or such later date, not beyond December 31, 1995, to which
any vote on the Merger or an Amendment may be extended; provided, however, that
this Proxy shall terminate automatically upon any termination of the Securities
Purchase Agreement among Santa Fe, LG&E and Carousel.
IN WITNESS WHEREOF, the parties have executed this Proxy and caused
the same to be duly delivered on their behalf as of the date first written
above.
SANTA FE ENERGY RESOURCES, INC.
By:
------------------------------------
Name:
Title:
