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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of Earliest Event Reported): February 10, 1995
HADSON CORPORATION
(Exact name of registrant as specified in its charter)
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<S> <C>
Delaware 1-9891 31-0679954
(State or 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 or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
On February 10, 1995 the Company and its two largest
shareholders, Santa Fe Energy Resources, Inc. and The Prudential Insurance
Company of America, entered into agreements with LG&E Energy Corp. ("LG&E
Energy") whereby LG&E Energy will acquire all of the Company's $.01 par value
Common Stock, Senior Cumulative, Series A Preferred Stock and 8% Senior Secured
Notes due 2003.
The information set forth in the Company's press release dated
February 10, 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 February 10, 1995
SIGNATURES
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: February 21, 1995 By: /s/ Robert P. Capps
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Robert P. Capps
Executive Vice President, Chief
Financial Officer and Treasurer
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[LOGO] NEWS RELEASE
Contact: GREG JENKINS
HADSON CORPORATION
President, Chief Executive
Officer
214-640-6800
LG&E ENERGY TO ACQUIRE HADSON
FOR IMMEDIATE RELEASE FEBRUARY 10, 1995
DALLAS, TEXAS -- Hadson Corporation ("HADSON") (NYSE: HAD) today announced that
it and its two largest debt and equity holders, Santa Fe Energy Resources, Inc.
and the Prudential Insurance Company of America, have executed definitive
agreements with LG&E Energy Corp. of Louisville, KY whereby LG&E Energy will
acquire all of Hadson's common stock, senior preferred stock, and debt for
aggregate consideration of $143 million. Pursuant to the merger Hadson's
public shareholders will receive $2.75 in cash for each share of Hadson common
stock. Santa Fe and Prudential, who combined have voting control of
approximately 65% of Hadson's common stock, have agreed to vote their common
shares of Hadson in favor of the merger. The completion of these transactions,
which is subject to certain regulatory filings and approvals, the vote of
Hadson's shareholders as well as certain other conditions, is expected in the
second quarter of this year.
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As had been previously announced, the board of directors of Hadson had formed a
Special Committee to evaluate proposals received by Hadson regarding a
potential business combination with another company. The proposed merger with
LG&E Energy was evaluated by this committee which then recommended the
transaction to the full board of directors. The board of directors of Hadson
approved the agreement with LG&E Energy.
HADSON is an independent supplier of energy products and services, which has
operations in natural gas and gas liquids.
