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________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________
FORM 8-A/A
AMENDMENT NO. 1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
______________________________
HADSON CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 31-0679954
(State of incorporation or (I.R.S. Employer
organization) Identification No.)
2777 STEMMONS FREEWAY, SUITE 700
DALLAS, TEXAS 75207
(Address of principal executive offices) (Zip Code)
______________________________
Securities to be registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
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<S> <C>
Not Applicable Not Applicable
</TABLE>
Securities to be registered pursuant to Section 12(g) of the Act:
JUNIOR EXERCISABLE AUTOMATICALLY CONVERTIBLE PREFERRED STOCK,
SERIES B, PAR VALUE $.01 PER SHARE
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Hadson Corporation, a Delaware corporation (the "Company") hereby
amends its Registration Statement on Form 8-A dated March 28, 1994, to describe
the effect that a recent merger will have on the shares of Junior Exercisable
Automatically Convertible Preferred Stock, Series B, par value $.01 per share
("Junior Preferred Stock") registered thereby.
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
RECENT DEVELOPMENTS
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.
GENERAL
The summary set forth below of the terms of the Junior Preferred Stock
and of certain provisions of the Restated Certificate, does not purport to be
complete and is qualified in its entirety by reference to the provisions of the
Restated Certificate, which is included as an exhibit to this Registration
Statement and incorporated herein by reference.
On December 14, 1993, Adobe Gas Pipeline Company, then a wholly-owned
subsidiary of Santa Fe Energy Resources, Inc. ("Santa Fe"), merged (the
"Merger") with and into the Company, with the Company being the surviving
corporation in the Merger. All of the authorized shares of the Junior
Preferred Stock were issued pursuant to the Merger. The following is a
description of the Junior Preferred Stock.
AUTHORIZED NUMBER OF SHARES; DIVIDEND AND VOTING RIGHTS
4,983,180 shares of Junior Preferred Stock are authorized under the
Restated Certificate. No dividends are payable on outstanding shares of the
Junior Preferred Stock and holders of Junior Preferred Stock have no voting
rights, other than those provided by Delaware law.
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EXERCISE RIGHTS
Each share of Junior Preferred Stock entitles the registered holder
thereof to purchase from the Company, on or before the Expiration Date (as
defined under "Automatic Conversion" below), one share of Common Stock for each
share of Junior Preferred Stock held by such holder at a price of $3.225 per
share of Common Stock, subject to adjustment as described below (as such
exercise price may be adjusted from time to time, the "Exercise Price"), upon
surrender of such share of Junior Preferred Stock and payment of the Exercise
Price. Shares of Junior Preferred Stock may be so exercised at any time on or
before the Expiration Date.
Shares of Junior Preferred Stock may be exercised for shares of Common
Stock by surrendering the certificate or certificates evidencing no fewer than
the number of shares of Junior Preferred Stock to be exercised to the Company,
at the office of the transfer agent for the Junior Preferred Stock with the
Election to Exercise form set forth on the reverse side of such certificates
duly completed and executed, and by simultaneously paying in full, in cash or
by certified or bank cashier's check, to such transfer agent for the account of
the Company, the Exercise Price for each share of Common Stock as to which
shares of Junior Preferred Stock are then exercised and any applicable taxes,
other than taxes which the Company is required to pay under the terms of the
Junior Preferred Stock. The shares of Junior Preferred Stock evidenced by a
certificate shall be exercisable, at the election of the registered holder
thereof, either as an entirety or from time to time for part of the number of
shares of Junior Preferred Stock evidenced by the certificate.
As soon as practicable after such surrender of certificates evidencing
shares of Junior Preferred Stock and payment of the Exercise Price, the Company
shall cause to be issued to or upon the written order of the holder of the
shares of Junior Preferred Stock so exercised a certificate or certificates for
the number of full shares of Common Stock purchased upon such exercise,
registered in such name or names as may be directed by such holder, and, if the
number of shares of Junior Preferred Stock represented by a certificate shall
not have been exercised in full, a new certificate for the balance of such
shares of Junior Preferred Stock.
If any fraction of a share of Common Stock would be issuable on the
exercise of any shares of Junior Preferred Stock, the Company may, at its sole
option, (i) issue such fractional share or (ii) if it shall elect not to issue
fractions of a share, (A) arrange for the disposition of fractional interests
by those entitled thereto or (B) pay a cash adjustment in respect of any
fractional share in an amount equal to that fraction of the last reported sales
price per share of Common Stock on the trading day immediately preceding such
exercise. The Company shall not be required to issue fractional shares of
Common Stock.
In connection with the Merger, the Company established a trust (the
"H/P Trust") to which the Company deposited 4,983,180 shares of Common Stock
(the "Trust Shares") immediately following the Merger. As a result of the
Merger, The Prudential Insurance Company of America and certain of its
affiliates (collectively, "Prudential") received an interest in the H/P Trust
initially representing a beneficial trust interest in all of the Trust Shares.
As holders of shares of Junior Preferred Stock exercise their right to purchase
shares of Common Stock pursuant to the terms of the Junior Preferred Stock, the
Company will periodically deposit, or cause to be deposited, to the H/P Trust
all proceeds of such exercises. At the end of each calendar quarter and upon
termination of the H/P Trust, if the dollar amount of exercise proceeds held in
the H/P Trust has reached certain levels, Liberty Bank and Trust Company of
Oklahoma City, N.A. ("Liberty"), as trustee of the H/P Trust, will pay such
proceeds to Prudential and will distribute a corresponding number of Trust
Shares to the Company. The H/P Trust shall terminate one day after the later
to occur of the following events: (i) July 14, 1994; and (ii) the earliest
date on which there are no shares of Junior Preferred Stock outstanding. Upon
termination of the H/P Trust, all remaining Trust Shares, if any, will be
distributed to Prudential.
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AUTOMATIC CONVERSION
Each outstanding share of Junior Preferred Stock not previously
exercised shall, without any action on the part of the holder thereof or the
Company, automatically convert into .001 of a fully paid and nonassessable
share of Common Stock, subject to adjustment as described below (such rate, as
so adjusted from time to time, is referred to as the "Conversion Rate"), on the
earlier to occur of (i) the date (the "Early Automatic Conversion Date") that
is 30 days following the first date (the "Trigger Date") on which the last
reported sales price per share of Common Stock for each of the immediately
preceding 40 consecutive trading days shall have exceeded 200% of the Exercise
Price in effect on such trading day (in which event the Company shall mail or
cause to be mailed, within 10 days following the Trigger Date, a notice of
automatic conversion to each record holder of shares of Junior Preferred Stock)
and (ii) December 16, 1995 (the "Scheduled Automatic Conversion Date"). The
earlier to occur of the Scheduled Automatic Conversion Date and the Early
Automatic Conversion Date is referred to as the "Expiration Date."
With respect to any fractional share of Common Stock issuable in
connection with the conversion of shares of Junior Preferred Stock, the Company
may, at its sole option, (i) issue such fractional share or (ii) if it shall
elect not to issue fractions of a share, (A) arrange for the disposition of
fractional interests by those entitled thereto or (B) pay a cash adjustment in
respect of any fractional share in an amount equal to that fraction of the last
reported sales price per share of Common Stock on the trading day immediately
preceding such conversion.
ADJUSTMENT OF SHARES OF COMMON STOCK PURCHASABLE, EXERCISE PRICE AND CONVERSION
RATE
If the Company shall at any time (i) pay a dividend or distribution on
all outstanding shares of Common Stock in shares of Common Stock, (ii)
subdivide all of the outstanding shares of Common Stock into a larger number of
shares or (iii) combine all of the outstanding shares of Common Stock into a
smaller number of shares, each of (A) the number of shares of Common Stock
purchasable upon exercise of each share of Junior Preferred Stock and (B) the
Conversion Rate in effect immediately prior to the record date for any such
stock dividend or distribution or the effective date of any such similar event
shall be proportionately adjusted so that each share of Junior Preferred Stock
shall thereafter be exercisable for and convertible into the number of shares
of Common Stock which the holder of a share of Junior Preferred Stock would
have been entitled to receive after the happening of any of the events
described above had such share of Junior Preferred Stock been exercised or
converted immediately prior to the happening of such event. However, no
adjustment in the number of shares of Common Stock purchasable upon the
exercise of, or issuable upon the conversion of, each share of Junior Preferred
Stock shall be required to be made unless such adjustment would require an
increase or decrease of at least 3% of the number of shares of Common Stock
purchasable upon exercise of, or issuable upon the conversion of, each share of
Junior Preferred Stock. Upon each adjustment of the number of shares of Common
Stock purchasable upon the exercise of each share of Junior Preferred Stock,
the Exercise Price shall be adjusted by multiplying the Exercise Price in
effect immediately prior to such adjustment by a fraction, of which the
numerator shall be the number of shares of Common Stock purchasable upon the
exercise of each share of Junior Preferred Stock immediately prior to such
adjustment, and of which the denominator shall be the number of shares of
Common Stock so purchasable immediately thereafter. The Company shall not take
any action that would result in an adjustment of the Exercise Price to an
amount less than the par value of a share of Common Stock.
In the event of any capital reorganization of the Company, or of any
reclassification or similar change of the Common Stock, or in case of any
consolidation of the Company with, or merger of the Company with or into, any
other corporation or other entity (other than a merger which does not result in
any reclassification, conversion, exchange or redemption of outstanding shares
of Common Stock), each share of Junior Preferred Stock shall after such capital
reorganization, reclassification, change, consolidation or merger be
exercisable, upon the terms and conditions specified in the terms of the Junior
Preferred Stock, and shall be convertible only for the number of shares of
stock or other securities or property to which a holder of the number of shares
of Common Stock purchasable upon exercise of, or issuable upon the conversion
of, such share of Junior Preferred Stock would have been entitled upon such
capital reorganization, reclassification, change, consolidation or merger had
such share of Junior Preferred Stock been exercised or converted immediately
prior to the effective date of such event.
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LIQUIDATION PREFERENCE
In the event of any liquidation, dissolution or winding up of the
affairs of the Company, whether voluntary or involuntary, occurring prior to
the Expiration Date, after payment or provision for payment by the Company of
its debts and other liabilities, and subject to the preferential rights of the
holders of the Company's Senior Cumulative Preferred Stock, Series A, par value
$.01 per share ("Senior Preferred Stock") (as described below), each holder of
shares of Junior Preferred Stock then outstanding shall be entitled to be paid
out of the assets of the Company available for distribution to its stockholders
an amount in cash equal to $0.75 for each outstanding share of Junior Preferred
Stock held by such holder before any payment shall be made or any assets
distributed to the holders of outstanding junior securities in respect of such
liquidation, dissolution or winding up; and the holders of shares of Junior
Preferred Stock shall not be entitled to any further payment. The term "junior
securities," for purposes of the Junior Preferred Stock provisions, means all
equity securities of the Company (whether existing or hereafter created) to
which the Junior Preferred Stock ranks senior in order of preference as to
payment or distribution of assets on liquidation, dissolution or winding up of
the affairs of the Company, including the Common Stock but not including the
Senior Preferred Stock, which ranks senior to the Junior Preferred Stock with
respect to such matters. If the net assets of the Company are not sufficient
to pay in full the respective preferential liquidation payments payable to the
holders of the outstanding shares of Junior Preferred Stock and the holders of
any parity stock, then the entire net assets of the Company shall be
distributed ratably among the holders of the Junior Preferred Stock and the
holders of such parity stock in proportion to the respective amounts that would
be payable per share if such assets were sufficient to permit payment of such
amounts in full.
In the event of any liquidation, dissolution or winding up of the
affairs of the Company, whether voluntary or involuntary, after payment or
provision for payment by the Company of its debts and other liabilities, each
holder of shares of Senior Preferred Stock then outstanding shall be entitled
to be paid out of the assets of the Company available for distribution to its
stockholders an amount in cash equal to $25 per share of Senior Preferred Stock
held by such holder plus any accumulated and unpaid dividends before any
payment shall be made or assets distributed to the holders of outstanding
junior securities in respect of such liquidation, dissolution or winding up,
including the Junior Preferred Stock.
MISCELLANEOUS
The Junior Preferred Stock has no preemptive or other subscription
rights, and is not redeemable by the Company. In connection with the Merger,
the Company issued an aggregate $56.4 million of its 8% Senior Secured Notes
Due 2003 to Prudential pursuant to a securities purchase agreement dated as of
December 14, 1993 between the Company and Prudential. Such agreement provides,
among other things, that, so long as any of such notes remain unpaid, the
Company may not redeem, purchase or otherwise acquire any shares of its stock.
The Company's credit agreement prohibits the redemption, purchase or other
acquisition of any of the Company's capital stock unless a specified cash flow
test is met. Liberty serves as transfer agent and registrar of the Junior
Preferred Stock.
ITEM 2. EXHIBITS
3.01 Restated Certificate of Incorporation of the Company (filed as
exhibit 4.01 to the Company's Registration Statement on Form
S-3, File No. 33-51373, and incorporated herein by reference)
3.02 Amended and Restated Bylaws of the Company (filed as exhibit
4.2 to the Company's Registration Statement on Form S- 3, File
No. 33-51373, and incorporated herein by reference)
4.01 Specimen certificate of Junior Exercisable Automatically
Convertible Preferred Stock, Series B, par value $.01 per
share, of the Company (filed as exhibit 4.02 to the Company's
Registration Statement on Form S-4, File No. 33- 68224, and
incorporated herein by reference)
4.02 Trust Agreement, dated as of December 14, 1993, by and between
the Company, Prudential and Liberty, as trustee (filed as
exhibit 4.3 to the Company's Current Report on Form 8-K dated
December 14, 1993 and incorporated herein by reference)
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
Date: ____________, 1995 HADSON CORPORATION
By: ____________________
Richard N. Coffman
Vice-President & Controller
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