<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
HADSON CORPORATION
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.01 par value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
40501V101
- --------------------------------------------------------------------------------
(CUSIP Number)
John R. McCall, Executive Vice President, General Counsel and Corporate
Secretary, LG&E Energy Corp., 220 W. Main Street, P.O. Box 32030, Louisville,
KY 40232, (502) 627-2000
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
May 15, 1995
- --------------------------------------------------------------------------------
(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: 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).
Page 1
Exhibit Index on Page 12
<PAGE>
AMENDMENT NO. 1
TO
SCHEDULE 13D
- --------------------------- ----------------------------
CUSIP No. 40501V101 Page 2
- --------------------------- ----------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
LG&E ENERGY CORP., IRS-ID: 61-1174555
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /x/
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC, AF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
KENTUCKY
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
0
SHARES
----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
0
OWNED BY
----------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
0
REPORTING
----------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
0
WITH (IMMEDIATELY PRIOR TO THE MERGER DISCUSSED
HEREIN, THIS REPORTING PERSON, TOGETHER
WITH ITS WHOLLY-OWNED SUBSIDIARIES,
BENEFICIALLY OWNED 16,708,616 SHARES. AS
A RESULT OF THE MERGER, SUCH SHARES WERE
CANCELLED AND NEW, UNREGISTERED SHARES OF
COMMON STOCK OF ISSUER, AS THE SURVIVING
CORPORATION FOLLOWING THE MERGER, WERE
ISSUED AND ALL OF WHICH, CONSISTING OF
1,000 SHARES OF COMMON STOCK, ARE
BENEFICIALLY OWNED BY THIS REPORTING PERSON,
TOGETHER WITH ITS WHOLLY-OWNED
SUBSIDIARIES.)
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,708,616
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100% OF NEW, UNREGISTERED SHARES OF COMMON STOCK OF ISSUER. IMMEDIATELY
PRIOR TO THE EFFECTIVE TIME OF THE MERGER DISCUSSED HEREIN, THIS REPORTING
PERSON BENEFICIALLY OWNED 65.0%, BASED UPON THE NUMBER OF OUTSTANDING
SHARES OF COMMON STOCK AS REPORTED BY ISSUER IN ITS QUARTERLY REPORT ON
FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 1995. ALL SUCH SHARES WERE
CANCELLED IN THE MERGER AND NEW UNREGISTERED SHARES OF COMMON STOCK OF
THE ISSUER WERE ISSUED.
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
HC; CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
AMENDMENT NO. 1
TO
SCHEDULE 13D
- --------------------------- -----------------------------
CUSIP No. 40501V101 Page 3
- --------------------------- -----------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
LG&E GAS SYSTEMS INC. (F/K/A CAROUSEL HOLDING CORPORATION)
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /x/
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC, AF
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
0
SHARES
----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
0
OWNED BY
----------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
0
REPORTING
----------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
0
WITH (IMMEDIATELY PRIOR TO THE MERGER DISCUSSED
HEREIN, THIS REPORTING PERSON, TOGETHER
WITH ITS WHOLLY-OWNED SUBSIDIARIES,
BENEFICIALLY OWNED 16,708,616 SHARES. AS
A RESULT OF THE MERGER, SUCH SHARES WERE
CANCELLED AND NEW, UNREGISTERED SHARES OF
COMMON STOCK OF ISSUER, AS THE SURVIVING
CORPORATION FOLLOWING THE MERGER, WERE
ISSUED AND ALL OF WHICH, CONSISTING OF
1,000 SHARES OF COMMON STOCK, ARE
BENEFICIALLY OWNED BY THIS REPORTING PERSON,
TOGETHER WITH ITS WHOLLY-OWNED
SUBSIDIARIES.)
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,708,616
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100% OF NEW, UNREGISTERED SHARES OF COMMON STOCK OF ISSUER. IMMEDIATELY
PRIOR TO THE EFFECTIVE TIME OF THE MERGER DISCUSSED HEREIN, THIS REPORTING
PERSON BENEFICIALLY OWNED 65.0%, BASED UPON THE NUMBER OF OUTSTANDING
SHARES OF COMMON STOCK AS REPORTED BY ISSUER IN ITS QUARTERLY REPORT ON
FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 1995. ALL SUCH SHARES WERE
CANCELLED IN THE MERGER AND NEW UNREGISTERED SHARES OF COMMON STOCK OF
THE ISSUER WERE ISSUED.
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
HC; CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
AMENDMENT NO. 1
TO
CUSIP NO. 40501V101 13D PAGE 4
INTRODUCTION
This Statement constitutes the first amendment to the initial Schedule
13D dated February 10, 1995 and filed on February 21, 1995 for the following
reporting persons: LG&E Energy Corp. ("LG&E Energy"), Carousel Holding
Corporation ("Parent") and Carousel Acquisition Corporation ("Carousel").
Since the date of the initial filing, certain material changes have occurred
in the facts reported in the Schedule 13D. On May 15, 1995 the transactions
contemplated by the Agreement and Plan of Merger (the "Merger Agreement")
dated as of February 10, 1995 between LG&E Energy, Carousel and Issuer were
consummated and Carousel was merged with and into Issuer with Issuer as the
surviving corporation (the "Merger"). As a result, Parent is now the owner of
all of the outstanding common stock of the Issuer. Secondly, Parent amended
its articles of incorporation to change its name to LG&E Gas Systems Inc. As
a result, the reporting persons on this amended Schedule 13D are LG&E Energy
and Parent (using its new name) (each a "Reporting Person" and collectively,
the "Reporting Persons"). Immediately prior to the effective time of the
Merger, Parent acquired 16,708,616 shares of Issuer's Common Stock (which is
an immaterial increase from the figure of 16,708,607 shares originally
reported on this Schedule 13D). Upon the Merger becoming effective, all the
shares of Issuer's Common Stock beneficially owned by the Reporting Persons
ceased to be outstanding and were canceled pursuant to Section 4.1(c) of the
Merger Agreement. All other Common Stock of the Issuer outstanding prior to
the Merger was converted into the right to receive $2.75 per share of Common
Stock in accordance with the Merger Agreement. Therefore, the ownership
interest of the Reporting Persons was reduced to 0% on May 15, 1995. As a
result of the Merger, the shares of common stock of Carousel outstanding
immediately prior to the Merger, all of which were owned by Parent, were
converted into an equal number of shares of the Issuer, the surviving
corporation after the Merger. All of the Issuer's currently outstanding
common stock is now owned by Parent. As required by General Instruction C,
information is given with respect to the executive officers and directors of
each Reporting Person and each person controlling each Reporting Person
(collectively, the "Related Parties").
ITEM 1. SECURITY AND ISSUER.
The class of equity securities to which this Statement relates is the
Issuer's Common Stock, $.01 par value. The Issuer is Hadson Corporation and its
principal executive offices are located at 2777 Stemmons Freeway, Suite 700,
Dallas, Texas 75207.
ITEM 2. IDENTITY AND BACKGROUND
(a) - (c), (f) This Statement is filed on behalf of each Reporting Person.
Set forth below is the name, state of organization, principal business, address
of its principal business and address of its principal office for each Reporting
Person:
<TABLE>
<CAPTION>
State of Address of Address of
Name Organization Principal Business Principal Business Principal Office
- ---- ------------ ------------------ ------------------ ----------------
<S> <C> <C> <C> <C>
LG&E Energy Kentucky Exempt utility 220 W. Main Street 220 W. Main Street
Corp. holding company P.O. Box 32030 P.O. Box 32030
that owns and Louisville, KY 40232 Louisville, KY 40232
operates diversified
energy services
businesses
220 W. Main Street 220 W. Main Street
LG&E Gas Delaware Parent company P.O. Box 32030 P.O. Box 32030
Systems Inc. of Issuer Louisville, KY 40232 Louisville, KY 40232
</TABLE>
<PAGE>
AMENDMENT NO. 1
TO
CUSIP NO. 40501V101 13D PAGE 5
Each Related Party is a citizen of the United States. The name, business
address and principal occupation of each Related Party, each of whom is a
natural person, is set forth below:
<TABLE>
<CAPTION>
Name Business Address Principal Occupation
- ---- ---------------- --------------------
LG&E ENERGY CORP.
<S> <C> <C>
Roger W. Hale 220 W. Main Street President and Chief Executive
Chairman of the Board, President P.O. Box 32030 Officer, LG&E Energy
and Chief Executive Officer Louisville, Kentucky 40232
William C. Ballard, Jr. 220 W. Main Street Of Counsel, Greenebaum Doll &
Director P.O. Box 32030 McDonald (Legal Affairs),
Louisville, Kentucky 40232 Louisville, KY
Owsley Brown II 220 W. Main Street President and CEO, Brown-Forman
Director P.O. Box 32030 Corporation (Consumer Products),
Louisville, Kentucky 40232 Louisville, KY
S. Gordon Dabney 220 W. Main Street President, Standard Foods, Inc.
Director P.O. Box 32030 (Food Processing), Louisville, KY
Louisville, Kentucky 40232
Gene P. Gardner 220 W. Main Street Chairman, Beaver Dam Coal Company
Director P.O. Box 32030 (Coal Properties), Louisville, KY
Louisville, Kentucky 40232
J. David Grissom 220 W. Main Street Chairman, Mayfair Capital, Inc.
Director P.O. Box 32030 (Investments), Louisville, KY
Louisville, Kentucky 40232
David B. Lewis 220 W. Main Street Chairman and founding partner,
Director P.O. Box 32030 Lewis, White & Clay, a
Louisville, Kentucky 40232 Professional Corporation (Legal
Affairs), Detroit, MI
Anne McNamara 220 W. Main Street Senior Vice President,
Director P.O. Box 32030 Administration and General
Louisville, Kentucky 40232 Counsel, AMR Corporation (Airline
Holding Company) and American
Airlines Inc., Dallas, TX
T. Ballard Morton, Jr. 220 W. Main Street Executive in Residence, University
Director P.O. Box 32030 of Louisville, College of Business
Louisville, Kentucky 40232 and Public Administration (Higher
Education), Louisville, KY
Dr. Donald C. Swain 220 W. Main Street President, University of
Director P.O. Box 32030 Louisville (Higher Education),
Louisville, Kentucky 40232 Louisville, KY
Edward J. Casey, Jr. 220 W. Main Street Group President, LG&E Energy
Executive Officer P.O. Box 32030 Services, LG&E Energy
Louisville, Kentucky 40232
<PAGE>
AMENDMENT NO. 1
TO
CUSIP NO. 40501V101 13D PAGE 6
<CAPTION>
Name Business Address Principal Occupation
- ---- ---------------- --------------------
LG&E ENERGY CORP. (CONT.)
<S> <C> <C>
John R. McCall 220 W. Main Street Executive Vice President, General
Executive Officer P.O. Box 32030 Counsel and Corporate Secretary,
Louisville, Kentucky 40232 LG&E Energy, Louisville Gas and
Electric Company
Stephen R. Wood 220 W. Main Street Executive Vice President and Chief
Executive Officer P.O. Box 32030 Administrative Officer, LG&E
Louisville, Kentucky 40232 Energy
Charles A. Markel III 220 W. Main Street Corporate Vice President-Finance
Executive Officer P.O. Box 32030 and Treasurer, LG&E Energy,
Louisville, Kentucky 40232 Louisville Gas & Electric Company
Paul W. Thompson 220 W. Main Street Vice President-Business
Executive Officer P.O. Box 32030 Development, LG&E Energy
Louisville, Kentucky 40232
Chris Hermann 220 W. Main Street Vice President and General
Executive Officer P.O. Box 32030 Manager-Wholesale Electric
Louisville, Kentucky 40232 Business, LG&E Energy Services,
Louisville Gas & Electric Company
Victor A. Staffieri 220 W. Main Street President, Louisville Gas and
Executive Officer P.O. Box 32030 Electric Company
Louisville, Kentucky 40232
David R. Carey 220 W. Main Street Senior Vice President-Operations,
Executive Officer P.O. Box 32030 Louisville Gas and Electric
Louisville, Kentucky 40232 Company
M. Lee Fowler 220 W. Main Street Vice President and Controller,
Executive Officer P.O. Box 32030 Louisville Gas and Electric
Louisville, Kentucky 40232 Company
Wendy C. Heck 220 W. Main Street Vice President-Information
Executive Officer P.O. Box 32030 Services, Louisville Gas and
Louisville, Kentucky 40232 Electric Company
Rebecca L. Holt 220 W. Main Street Vice President-Gas Service
Executive Officer P.O. Box 32030 Business, Louisville Gas &
Louisville, Kentucky 40232 Electric Company
</TABLE>
<PAGE>
AMENDMENT NO. 1
TO
CUSIP NO. 40501V101 13D PAGE 7
<TABLE>
<CAPTION>
LG&E GAS SYSTEMS INC.
<S> <C> <C>
Roger W. Hale, 220 W. Main Street Chairman of the Board, President
Chairman P.O. Box 32030 and Chief Executive Officer,
Louisville, Kentucky 40232 LG&E Energy
Edward J. Casey, Jr., 220 W. Main Street Group President, LG&E Energy
President and P.O. Box 32030 Services, LG&E Energy
Director Louisville, Kentucky 40232
John R. McCall, 220 W. Main Street Executive Vice President, General
Director and Secretary P.O. Box 32030 Counsel and Corporate Secretary,
Louisville, Kentucky 40232 LG&E Energy, Louisville Gas and
Electric Company
Charles A. Markel III, 220 W. Main Street Corporate Vice President-Finance
Vice President and Treasurer P.O. Box 32030 and Treasurer, LG&E Energy,
Louisville, Kentucky 40232 Louisville Gas & Energy Company
</TABLE>
(d) and (e) No Reporting Person or Related Party has, during the last
five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), or been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violations with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Pursuant to the Santa Fe Securities Purchase Agreement dated February
10, 1995 between LG&E Energy, Carousel and Santa Fe Energy Resources ("Santa
Fe"), on May 15, 1995 LG&E Energy and Parent paid an aggregate purchase price
of $55.25 million for all of the securities being purchased and sold
thereunder (which are listed in Item 4), including without limitation
10,395,665 shares of Issuer's Common Stock.
Pursuant to the Prudential Securities Purchase Agreement dated February
10, 1995 between LG&E Energy, Carousel and Prudential, on May 15, 1995, LG&E
Energy and Parent paid an aggregate purchase price of $63 million (excluding
accrued interest) for all of the securities purchased and sold thereunder
(which are listed in Item 4), including without limitation 1,329,771 shares
of Issuer's Common Stock and the rights and benefits in 4,983,180 shares of
Issuer's Common Stock under the HP Trust.
In addition, on May 15, 1995, LG&E Energy and Parent paid $2.75 per
share (or approximately $24.8 million in the aggregate) to Liberty Bank and
Trust Company of Oklahoma City, N.A., as exchange agent, for payment to
holders of shares of Common Stock outstanding immediately prior to the Merger
and placed $13,701 into escrow to be paid to holders of the Series B
Preferred (as defined in Item 4) outstanding immediately prior to the Merger;
(excluding shares acquired pursuant to the Santa Fe Securities Purchase
Agreement and the Prudential Securities Purchase Agreement and certain other
shares as described in Item 4). LG&E Energy and Parent also paid an aggregate
of $92,134 to holders of options to acquire shares of Common Stock.
In order to purchase all of the equity securities mentioned above, LG&E
Energy and Parent utilized working capital and a loan from LG&E Energy
Systems Inc., one of their affiliates.
<PAGE>
AMENDMENT NO. 1
TO
CUSIP NO. 40501V101 13D PAGE 8
ITEM 4. PURPOSE OF TRANSACTION
The Reporting Persons entered into the transactions reported herein to
obtain ownership and control of all voting securities of Issuer, with the
effect that Issuer will become an individual wholly-owned subsidiary of LG&E
Energy pursuant to the merger of Carousel with and into Issuer, with Issuer
as the surviving corporation (the "Merger"). Issuer, LG&E Energy and
Carousel entered into an Agreement and Plan of Merger, dated as of February
10, 1995 (the "Merger Agreement"), subject to the satisfaction of certain
conditions, all of which were satisfied or waived. Pursuant to the Merger
Agreement, Carousel was merged with and into Issuer, with Issuer as the
surviving corporation and (i) each share of common stock of Carousel was
converted into and became one fully-paid and nonassessable share of Common
Stock of the surviving corporation, (ii) the shares of Common Stock
consisting of treasury shares and shares beneficially owned by the Reporting
Persons (including without limitation shares of the Issuers Common Stock held
in the HP Trust) ceased to be outstanding and were canceled, (iii) each
share of Common Stock of Issuer issued and outstanding immediately prior to
the effective time (other than treasury shares and shares beneficially owned
by the Reporting Persons, including without limitation shares of the Issuer's
Common Stock held in the HP Trust) were converted into and became a right to
receive $2.75 in cash, without any interest thereon, (iv) each share of
Series A Preferred remained unchanged and outstanding and represents one
share of Series A Preferred of the surviving corporation, (v) each share of
Series B Preferred remained unchanged and outstanding and represents one
share of Series B Preferred of the surviving corporation, (vi) the directors
of Carousel immediately prior to the Merger's effectiveness became the
directors of the surviving corporation and the executive officers of Issuer
immediately prior to the Merger's effectiveness remain the executive officers
of the surviving corporation; (vii) the certificate of incorporation of
Issuer which was in effect immediately prior to the Merger became the
certificate of incorporation of the surviving corporation and the bylaws of
Carousel which were in effect immediately prior to the Merger became the
bylaws of the surviving corporation, in either case until duly amended in
accordance with applicable law; (viii) the Common Stock was delisted from the
New York Stock Exchange, and (ix) the Common Stock became eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934. A copy of the Merger Agreement was filed as Exhibit 2
to the initial Schedule 13D. Articles I, II, III, IV, VII, VIII, IX and X of
the Merger Agreement are incorporated herein by reference. In accordance with
its terms, the Series B Preferred Stock of Issuer will automatically convert
into the right to receive cash after December 19, 1995.
Pursuant to the Santa Fe Securities Purchase Agreement, on May 15, 1995,
LG&E Energy purchased from Santa Fe (i) 10,395,665 shares of Issuer's Common
Stock, (ii) 2,400,704 shares of Senior Cumulative Preferred Stock, Series A of
Issuer (the "Series A Preferred") and (iii) $2.35 million in aggregate principal
amount of 9% Junior Notes of Issuer. A copy of the Santa Fe Securities Purchase
Agreement was filed as Exhibit 3 to the initial Schedule 13D. Articles 1, 2, 5,
6, 7 and 8 of the Santa Fe Securities Purchase Agreement are incorporated herein
by reference.
Pursuant to the Prudential Securities Purchase Agreement, on May 15, 1995
LG&E Energy purchased from Prudential (i) 1,329,771 shares of Issuer's Common
Stock, (ii) the rights and benefits provided under the Agreement and Declaration
of Trust (the "HP Trust"), dated December 14, 1993, by and among Issuer,
Prudential, and Liberty Bank and Trust Company of
<PAGE>
AMENDMENT NO. 1
TO
CUSIP NO. 40501V101 13D PAGE 9
Oklahoma, N.A., in 4,983,180 shares of Issuer's Common Stock, (iii) 5,010 shares
of Junior Exercisable Automatically Convertible Preferred Stock, Series B of
Issuer (the "Series B Preferred") and (iv) $56.4 million in original aggregate
principal amount of 8% Senior Secured Notes due 2003 of Issuer. A copy of the
Prudential Securities Purchase Agreement was filed as Exhibit 4 to the initial
Schedule 13D. Articles 1, 2, 5, 6, 7 and 8 of the Prudential Securities
Purchase Agreement are incorporated herein by reference.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) and (b) Set forth in the table below are the number and percentage
of Common Stock beneficially owned, as well as the nature of ownership, for each
Reporting Person as of May 15, 1995 immediately prior to the Merger becoming
effective:
<TABLE>
<CAPTION>
Number of Shares
Number of Shares Beneficially Owned
Beneficially Owned With Shared Aggregate Number
With Sole Voting and Voting and of Shares Percentage of Shares
Name Dispositive Power Dispositive Power Beneficially Owned Beneficially Owned
- ---- ----------------- ----------------- ------------------ ------------------
<S> <C> <C> <C> <C>
LG&E Energy Corp. Not Applicable 16,708,616 16,708,616 0%*
LG&E Gas Systems Inc. Not Applicable 16,708,616 16,708,616 0%*
<FN>
* Immediately prior to the effective time of the Merger discussed
herein, this Reporting Person beneficially owned 65.0%, based upon
the number of outstanding shares of Common Stock as reported by the
Issuer in its Quarterly Report on Form 10-Q for the quarter ended
March 31, 1995.
</TABLE>
(c) None.
(d) None.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
None.
<PAGE>
AMENDMENT NO. 1
TO
CUSIP NO. 40501V101 13D PAGE 10
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit
Number Description
- ------ -----------
1 Agreement, dated May 24, 1995, among Reporting Persons relating to
filing of joint acquisition statement.
2 Agreement and Plan of Merger, dated as of February 10, 1995, among
LG&E Energy, Carousel and Issuer (previously filed on February 21,
1995 as Exhibit 2 to the Reporting Persons' initial Schedule 13D).
3 Securities Purchase Agreement, dated February 10, 1995, among Santa
Fe, LG&E Energy and Carousel (previously filed on February 21, 1995
as Exhibit 3 to the Reporting Persons' initial Schedule 13D).
4 Securities Purchase Agreement, dated February 10, 1995, among
Prudential, LG&E Energy and Carousel (previously filed on
February 21, 1995 as Exhibit 4 to the Reporting Persons' initial
Schedule 13D).
<PAGE>
AMENDMENT NO. 1
TO
CUSIP NO. 40501V101 13D PAGE 11
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: May 30, 1995
LG&E ENERGY CORP.
By: /s/ Charles A. Markel, III.
------------------------------------
Name: Charles A. Markel, III.
Title: Corporate Vice President-Finance
and Treasurer
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: May 30, 1995
LG&E GAS SYSTEMS INC.
By: /s/ Charles A. Markel, III.
------------------------------------
Name: Charles A. Markel, III.
Title: Vice President and Treasurer
<PAGE>
CUSIP No. 40501V101 AMENDMENT NO. 1 Page 12
TO
13D
EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
1 Agreement, dated as of May 24, 1995, among Reporting Persons
relating to filing of joint acquisition statement.
2 Agreement and Plan of Merger, dated as of February 10, 1995,
among LG&E Energy, Carousel and Issuer (previously filed on
February 21, 1995 as Exhibit 2 to the Reporting Persons' initial
Schedule 13D).
3 Securities Purchase Agreement, dated February 10, 1995,
among Santa Fe, LG&E Energy and Carousel (previously filed
on February 21, 1995 as Exhibit 3 to the Reporting Persons' initial
Schedule 13D).
4 Securities Purchase Agreement, dated February 10, 1995,
among Prudential, LG&E Energy and Carousel (previously filed
on February 21, 1995 as Exhibit 4 to the Reporting Persons' initial
Schedule 13D).
<PAGE>
AGREEMENT
This Agreement is made this 30th day of May, 1995 among LG&E Energy Corp.
and LG&E Gas Systems Inc.
The parties hereto hereby agree as follows:
1. One statement containing the information required by Schedule 13D
under the Securities Exchange Act of 1934 with respect to beneficial ownership
of the Common Stock of Hadson Corporation, a Delaware corporation, may be filed
with the Securities and Exchange Commission on behalf of each of them.
2. This Agreement may be executed in counterparts.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
date first written above.
LG&E ENERGY CORP.
By: /s/ Charles A. Markel, III.
------------------------------
Name: Charles A. Markel, III.
Title: Corporate Vice President-
Finance and Treasurer
LG&E GAS SYSTEMS INC.
By: /s/ Charles A. Markel, III.
------------------------------
Name: Charles A. Markel, III.
Title: Vice President and
Treasurer
