SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
(Amendment No. 1)
(Final Amendment)
HUDSON GENERAL CORPORATION
(Name of Issuer)
HUDSON GENERAL CORPORATION
RIVER ACQUISITION CORP.
JAY B. LANGNER
RICHARD D. SEGAL
(Name of Persons Filing Statement)
COMMON STOCK, PAR VALUE $1.00 PER SHARE
(Title of Class of Securities)
443784 10 3
(CUSIP Numbers of Classes of Securities)
------------------------
Noah E. Rockowitz, Esq.
Hudson General Corporation
111 Great Neck Road
Great Neck, New York 11021
Telephone Number (516) 487-8610
------------------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of Person(s) Filing Statement)
------------------------
Copies to
Daniel E. Stoller, Esq. Simeon Gold, Esq.
Skadden, Arps, Slate, Meagher & Weil, Gotshal & Manges LLP
Flom LLP 767 Fifth Avenue
919 Third Avenue New York, New York 10022
New York, New York 10022 (212) 310-8000
(212) 735-3000
This statement is filed in connection with (check the appropriate box):
a. (X) The filing of solicitation materials or an information
statement subject to Regulation 14A, Regulation 14C, or Rule
13e-3(c) under the Securities Exchange Act of 1934.
b. ( ) The filing of a registration statement under the Securities
Act of 1933.
c. ( ) A tender offer.
d. ( ) None of the above
Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies. ( )
INTRODUCTION
Hudson General Corporation, a Delaware corporation (the "Company"),
River Acquisition Corp., a Delaware corporation ("River Acquisition"), Jay
B. Langner and Richard D. Segal pursuant to Section 13(e) of the Securities
Exchange Act of 1934, as amended, and Rule 13e-3 thereunder, hereby amend
and supplement their Transaction Statement on Schedule 13E-3 filed with the
Securities and Exchange Commission on December 23, 1998, in connection with
a proposed acquisition by River Acquisition of all outstanding shares of
common stock, par value $1.00 per share (the "Common Stock"), of the
Company. This Amendment No. 1 constitutes the final amendment to their
Transaction Statement on Schedule 13E-3.
The Company entered into an Agreement and Plan of Merger (the
"GlobeGround Merger Agreement"), dated as of February 15, 1999, with GLGR
Acquisition Corporation ("GLGR Acquisition"), an indirect wholly-owned
subsidiary of GlobeGround GmbH which, in turn, is an indirect wholly-owned
subsidiary of Deutsche Lufthansa AG. The GlobeGround Merger Agreement
provided for a cash tender offer (the "Tender Offer") by GLGR Acquisition
to purchase all outstanding shares of Common Stock at a price of $76.00 per
share, net to the seller in cash, without interest. The GlobeGround Merger
Agreement further provided for the Tender Offer to be followed as soon as
possible by a second-step merger pursuant to which GLGR Acquisition would
merge with and into the Company (the "Merger"), with the Company as the
surviving corporation. Each share of Common Stock not acquired in the
Tender Offer will be converted into the right to receive $76.00 per share
in cash in the Merger.
On March 10, 1999, the Company terminated the Agreement and Plan of
Merger, dated as of November 22, 1998, as amended, between the Company and
River Acquisition.
On March 19, 1999, the Tender Offer by GLGR Acquisition expired and
GLGR Acquisition purchased approximately 97% of the Common Stock pursuant
to the Tender Offer. Because GLGR Acquisition owns more than 90% of the
outstanding shares of Common Stock, GLGR Acquisition will effect the Merger
pursuant to Section 253 of the Delaware General Corporation Law. No action
by stockholders of the Company will be required for the Merger to become
effective under Section 253 of the Delaware General Corporation Law.
SIGNATURES
After due inquiry and to the best of my knowledge and belief, the
undersigned certify that the information set forth in this statement is
true, complete and correct.
HUDSON GENERAL CORPORATION
By: /s/ Michael Rubin
-----------------------
Name: Michael Rubin
Title: President
RIVER ACQUISITION CORP.
By: /s/ Jay B. Langner
----------------------
Name: Jay B. Langner
Title: Chairman
/s/ Jay B. Langner
------------------------
Jay B. Langner
/s/ Richard D. Segal
-----------------------
Richard D. Segal
Dated: March 26, 1999
