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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
(AMENDMENT NO. 1)
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
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HUDSON GENERAL CORPORATION
(NAME OF SUBJECT COMPANY)
HUDSON GENERAL CORPORATION
(NAME OF PERSON(S) FILING STATEMENT)
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COMMON STOCK, PAR VALUE $1.00 PER SHARE
(TITLE OF CLASS OF SECURITIES)
443784103
(CUSIP NUMBER OF CLASS OF SECURITIES)
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NOAH E. ROCKOWITZ, ESQ.
SENIOR VICE PRESIDENT AND SECRETARY
HUDSON GENERAL CORPORATION
111 GREAT NECK ROAD
GREAT NECK, NEW YORK 11021
(516) 487-8610
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICE AND COMMUNICATIONS
ON BEHALF OF THE PERSON(S) FILING STATEMENT)
With copy to:
DANIEL E. STOLLER, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
919 THIRD AVENUE
NEW YORK, NEW YORK 10022
(212) 735-3000
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This Amendment No. 1 amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9, dated February 19,
1999 (the "Schedule 14D-9"), of Hudson General Corporation, a Delaware
corporation (the "Company"), filed in connection with the offer (the
"Offer") by GLGR Acquisition Corporation (the "Purchaser") to purchase all
outstanding shares of common stock, par value $1.00 per share (the
"Shares"), of the Company. Capitalized terms used herein shall have the
definitions set forth in the Schedule 14D-9 unless otherwise provided
herein.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
The information set forth in the Schedule 14D-9 is hereby amended and
supplemented by the following information:
On March 10, 1999, the Company issued a press release announcing that
the Supervisory Board of Deutsche Lufthansa AG has approved the acquisition
of the Company by GlobeGround GmbH, a subsidiary of Deutsche Lufthansa. The
approval satisfies a condition to the consummation of the Offer by
Purchaser for all of the Company's outstanding Shares at a price of $76.00
per Share in cash. The Offer commenced on February 19, 1999 and will expire
at 12:00 midnight, New York City time, on March 19, 1999, unless extended.
The Company also announced that it is giving formal notice to River
Acquisition that it is terminating the River Merger Agreement it previously
entered into with River Acquisition. Upon such termination, River
Acquisition is entitled to reimbursement by the Company for reasonable
out-of-pocket expenses incurred in connection with the transactions
contemplated by the River Merger Agreement, up to a maximum of $1.75
million.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
The following Exhibit is filed herewith:
Exhibit
Number Description
- ------- -----------
33. -- Text of Press Release issued by Hudson General Corporation,
dated March 10, 1999
SIGNATURE
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: March 10, 1999
HUDSON GENERAL CORPORATION
By: /s/ Michael Rubin
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Michael Rubin
President
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
33. -- Text of Press Release issued by Hudson General Corporation,
dated March 10, 1999
[Hudson General Corporation Letterhead]
Michael Rubin
SUBJECT: As Set Forth Below CONTACT: President RELEASE: March 10,1999
ACQUISITION OF HUDSON GENERAL CORPORATION IS
APPROVED BY DEUTSCHE LUFTHANSA SUPERVISORY BOARD
Great Neck, New York - March 10, 1999 - Hudson General Corporation
(AMEX: HGC) announced today that the Supervisory Board of Deutsche
Lufthansa AG has approved the acquisition of Hudson General by GlobeGround
GmbH, a subsidiary of Deutsche Lufthansa. Such approval satisfies a
condition to the consummation of the pending tender offer by a GlobeGround
subsidiary for all shares of Hudson General stock at a price of $76.00 per
share in cash. The tender offer commenced on February 19, 1999 and will
expire at 12:00 midnight, New York City time, March 19, 1999, unless
extended.
Hudson General also said that it is giving formal notice to a
management-led buyout group that it is terminating the merger agreement it
entered into with the buyout group in late November 1998. Under that
agreement, as amended, Hudson General stockholders would have received
$61.00 per share in a cash merger transaction. Upon such termination, the
buyout group is entitled to reimbursement by Hudson General for reasonable
out-of-pocket expenses incurred in connection with the terminated
transaction, up to a maximum of $1.75 million.
Hudson General, through its 51%-owned affiliate, Hudson General LLC,
provides various services at airports throughout the United States and
Canada. The remaining 49% interest in Hudson General LLC is owned by LAGS
(USA) Inc., a subsidiary of GlobeGround. Hudson General is also a
participant in a joint venture to develop 4,000 acres of land in Hawaii.
Hudson General Corporation's shares are traded on the American Stock
Exchange under the ticker symbol HGC.
