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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the SECURITIES EXCHANGE ACT OF 1934
___________________________
Date of Report (Date of earliest event reported): May 15, 1995
HADSON CORPORATION
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
Delaware 1-9891 31-0679954
(State of other jurisdiction of (Commission File Number) (I.R.S. Employer Identification
incorporation No.)
2777 Stemmons Freeway, Suite 700, Dallas, Texas 75207
(Address of principal executive offices) (Zip Code)
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Registrant's telephone number, including area code: 214/640-6800
Not Applicable
(Former name of former address, if changed since last report)
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ITEM 5. OTHER EVENTS
On May 15, 1995, the merger (the "LG&E Merger") of an indirect,
wholly owned subsidiary of LG&E Energy Corp., a Kentucky corporation ("LG&E
Energy") with and into the Company was consummated, with the Company being the
surviving corporation in the LG&E Merger. Pursuant to the LG&E Merger, each
share of the Company's common stock, $.01 par value per share (the "Common
Stock") (other than shares held by holders who perfected their appraisal rights
under Section 262 of the Delaware General Corporation Law) was either canceled
or converted into the right to receive $2.75 in cash. As a result of the
cancellation or conversion of the Common Stock in connection with the LG&E
Merger, and in accordance with the terms of the Junior Preferred Stock as set
forth in the Company's Restated Certificate of Incorporation, as amended (the
"Restated Certificate") at 5:00 p.m. on December 14, 1995, each share of Junior
Preferred Stock will now automatically convert (the "Scheduled Conversion")
into the right to receive $.00275 (being .001 of the amount that each share of
Common Stock was converted into pursuant to the LG&E Merger). Prior to the
Scheduled Conversion, a holder of Junior Preferred Stock may still exercise
their rights to convert their shares, however, upon such exercise the holder
will be required to pay to Hadson's transfer agent (for the Company's account)
$3.225 per share exercised, and will only receive $2.75 in return (being the
amount that each share of Common Stock was converted into pursuant to the LG&E
Merger). In May, 1995, the Company provided written notice of these matters to
the record holders of the Junior Preferred Stock.
The transactions consummated in connection with the LG&E Merger
did not alter or amend the terms of the Junior Preferred Stock as set forth in
the Restated Certificate and as described below. The preceding is merely an
explanation of how the LG&E Merger will affect the issued and outstanding
shares of the Junior Preferred Stock.
The information set forth in LG&E Energy's press release, dated
May 15, 1995 and attached as an exhibit hereto, is incorporated by reference
herein as partial answer to this item.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99.1 Press release dated May 15, 1995
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
HADSON CORPORATION
(Registrant)
Date: May 26, 1995 BY: /s/ Richard N. Coffman
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RICHARD N. COFFMAN
Vice-President & Controller
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EXHIBIT 99.1
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Press Release LG&E ENERGY(R)
LG&E ENERGY CORP.
For more information: Paul Heagen 220 West Main Street
Office: (502) 627-2877 P.O. Box 32030
Home: (502) 425-4002 Louisville, Kentucky 40232
For Immediate Release May 15, 1995
LG&E ENERGY CLOSES HADSON ACQUISITION; NOW POSITIONED TO OFFER
INTEGRATED NATURAL GAS AND ELECTRIC ENERGY SERVICES
Louisville, KY. - LG&E Energy Corp. today closed its previously
announced acquisition of Dallas-based Hadson Corporation, marking the company's
largest investment to date in a new business and setting the stage for offering
integrated natural gas and electric energy services.
LG&E Energy Corp.'s $143 million purchase includes Hadson's natural
gas marketing subsidiary, as well as the company's 1,300 miles of gas gathering
systems, gas transmission systems and gas processing and storage facilities.
Hadson owns and operates facilities in New Mexico, west Texas, Oklahoma and
Montana, and has marketing contracts and agreements with local distribution
companies or industrial users in 36 states.
In acquiring Hadson, LG&E Energy purchased the 65 percent of common
stock held by Santa Fe Resources, Inc., and The Prudential Insurance Company of
America, and separately acquired the remaining publicly held Hadson common
stock for $2.75 per share.
"Backed by our financial strength, we are confident of Hadson's
prospects to build sales volume and extend their presence into new markets,"
said Ed Casey, Group President of LG&E Energy Services. "Longer term, this
acquisition also positions us to
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LG&E ENERGY(R)
Page Two
Hadson Acquisition
May 15,1995
meet growing market demands for integrated energy solutions and speeds our
plans to become a national provider of both electric and natural gas products
and services."
LG&E Energy was one of the first utility holding companies in 1994 to
establish an electric power marketing group, now operating in most areas of the
U.S., and previously held a partnership interest in Natural Gas Clearinghouse
of Houston, Texas.
As a fully owned subsidiary of LG&E Energy, Hadson expects to be able
to resume earlier gas supplier agreements that had been hampered by credit
constraints and dramatically spur the growth of the business.
"Over the last year, we have worked to build our infrastructure to
support greater sales volume and strengthen our customer relationships," said
Greg Jenkins, President and CEO of Hadson. "This acquisition places us with a
well-resourced and knowledgeable parent company and will allow us to offer a
greater array of services as this industry continues to evolve and grow."
LG&E Energy Corp., headquartered in Louisville, is an exempt utility
holding company that owns and operates diversified energy services businesses.
The company owns or owns an equity interest in 13 power plants in seven states,
and is developing projects in Argentina and Spain. LG&E Energy Corp. is aligned
into two primary business units: LG&E Energy Services, a group that
concentrates on power generation, domestic and international development, and
wholesale power and gas marketing; and Louisville Gas and Electric Company, a
regulated public utility that focuses on the retail distribution of energy.
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