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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FEBRUARY 9, 1999
Date of Report (Date of Earliest Event Reported)
HUDSON GENERAL CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 1-5896 13-1947395
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation or Organization) File Number) Identification No.)
111 GREAT NECK ROAD, GREAT NECK, NEW YORK 11021
(Address of Principal Executive Office) (Zip Code)
(516) 487-8610
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. OTHER EVENTS.
On February 9, 1999, Hudson General Corporation, a Delaware
corporation ("Hudson General"), entered into Amendment No. 1, dated as of
February 9, 1999 ("Amendment No. 1"), amending the Agreement and Plan of
Merger, dated as of November 22, 1998, between Hudson General and River
Acquisition Corp., a newly formed Delaware corporation owned by certain
directors and senior executive officers of Hudson General ("River
Acquisition"), pursuant to which River Acquisition increased the merger
price to be paid to Hudson General's stockholders from $57.25 per share in
cash to $61.00 per share in cash.
The foregoing description of Amendment No. 1 does not purport to
be complete and is qualified in its entirety by reference to Amendment No.
1, a copy of which is filed herewith as Exhibit 2.1 and is hereby
incorporated by reference in its entirety.
On February 10, 1999, Hudson General issued a press release (the
"February 10 Press Release") announcing the execution of Amendment No. 1.
The February 10 Press Release also announced that (i) Hudson General had
received a written proposal from GlobeGround GmbH (formerly known as
Lufthansa Airport and Ground Services GmbH), a wholly-owned subsidiary of
Deutsche Lufthansa AG, to acquire all of Hudson General's outstanding
shares of Common Stock at a price of $67.00 per share in cash, subject to
the approval of the Supervisory Board of Deutsche Lufthansa AG not later
than March 15, 1999, and (ii) Hudson General had received a written
proposal from Ogden Corporation ("Ogden") to acquire all of Hudson
General's outstanding shares of Common Stock at a price of $65.00 per
share to be paid in either cash or common shares of Ogden, subject to a
customary due diligence review regarding Hudson General and its business
prospects and approval of Ogden's Board of Directors. The February 10
Press Release also noted that Hudson General previously had received a
written proposal from Ranger Aerospace Corporation to acquire all of Hudson
General's outstanding shares of Common Stock at a price of $62.00 per share
in cash. Ranger Aerospace's proposal is subject to receipt of financing
and satisfactory completion of a confirmatory due diligence review.
The February 10 Press Release is filed herewith as Exhibit 99.1
and is hereby incorporated by reference in its entirety.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit
No. Description
------- -----------
2.1 Amendment No. 1, dated as of February 9, 1999, amending the
Agreement and Plan of Merger, dated as of November 22, 1998,
between Hudson General Corporation and River Acquisition
Corp.
99.1 Press Release issued by Hudson General Corporation dated
February 10, 1999.
SIGNATURE
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.
HUDSON GENERAL CORPORATION
By: /s/ Michael Rubin
______________________________
Name: Michael Rubin
Title: President
Date: February 10, 1999
HUDSON GENERAL CORPORATION
CURRENT REPORT ON FORM 8-K
REPORT DATED FEBRUARY 9, 1999
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
------- -----------
2.1 Amendment No. 1, dated as of February 9, 1999, amending the
Agreement and Plan of Merger, dated as of November 22, 1998,
between Hudson General Corporation and River Acquisition
Corp.
99.1 Press Release issued by Hudson General Corporation dated
February 10, 1999.
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER
Amendment No. 1 ("Amendment No. 1"), dated as of February 9,
1999, amending the Agreement and Plan of Merger, dated as of November 22,
1998 (the "Agreement"), between Hudson General Corporation, a Delaware
corporation (the "Company"), and River Acquisition Corp., a Delaware
corporation (the "Merger Sub").
WHEREAS, in accordance with Section 8.03 of the Agreement, the
parties hereto desire to amend the Agreement to reflect the parties
agreement that the Merger Consideration (as defined in the Agreement) has
been increased from $57.25 per share in cash to $61.00 per share in cash;
NOW, THEREFORE, in consideration of the mutual agreements herein
contained and intending to be legally bound hereby, the parties hereto
agree as follows:
1. Definitions. Capitalized terms used herein and not otherwise
defined herein shall have the meaning provided therefor in the Agreement.
2. Amendments to Agreement. The Agreement is hereby amended as
set forth in this Section 2:
(i) The first "WHEREAS" clause of the Agreement is amended
to delete the number "$57.25" and replace it with the number "$61.00".
(ii) The first sentence of Section 2.01(a) of the Agreement
is hereby amended to read in its entirety as follows:
"(a) Each share of the Common Stock issued and
outstanding immediately prior to the Effective Time (other than any shares
of Common Stock to be canceled pursuant to Section 2.01(b) and any
Dissenting Shares (as defined below)) shall be converted into the right to
receive $61.00 in cash, without interest (the "Merger Consideration")."
3. Miscellaneous. Except as expressly amended hereby, the terms
and conditions of the Agreement shall continue in full force and effect.
This Amendment No. 1 is limited precisely as written and shall not be
deemed to be an amendment to any other term or condition of the Agreement
or any of the documents referred to therein. Wherever "Agreement" is
referred to in the Agreement or in any other agreements, documents and
instruments, such reference shall be to the Agreement as amended hereby.
4. Counterparts. This Amendment No. 1 may be executed in any
number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an
original but all of which taken together shall constitute one and the same
agreement.
5. Governing Law. This Amendment No. 1 shall be governed by,
and construed in accordance with, the laws of the State of Delaware without
regard to the conflict of laws rules thereof.
IN WITNESS WHEREOF, the Company and Merger Sub have caused this
Amendment No. 1 to be executed as of the date first written above by their
respective officers thereunto duly authorized.
COMPANY:
HUDSON GENERAL CORPORATION
By: /s/ Michael Rubin
--------------------------------
Name: Michael Rubin
Title: President
MERGER SUB:
RIVER ACQUISITION CORP.
By: /s/ Jay B. Langner
--------------------------------
Name: Jay B. Langner
Title: Chairman
[Hudson General Corporation Logo]
SUBJECT: As Set Forth Below CONTACT: Michael Rubin, President
RELEASE: February 10, 1999
HUDSON GENERAL CORPORATION RECEIVES $67.00 PER SHARE
ACQUISITION OFFER FROM UNIT OF DEUTSCHE LUFTHANSA AG
-- Hudson General Also Receives $65.00 Per Share
Acquisition Offer from Ogden Corporation and Amends
Existing Merger Agreement With Management-Led Buyout Group
To Increase Price To $61.00 Per Share --
Great Neck, New York - - February 10, 1999 - - Hudson General
Corporation (AMEX: HGC) said today that it has received a written proposal
from GlobeGround GmbH (formerly known as Lufthansa Airport and Ground
Services GmbH), a wholly-owned subsidiary of Deutsche Lufthansa AG, to
acquire all of Hudson General's outstanding shares of Common Stock at a
price of $67.00 per share in cash. The offer is subject to the approval of
Deutsche Lufthansa's Supervisory Board not later than March 15, 1999. LAGS
(USA) Inc., a wholly-owned subsidiary of GlobeGround, holds a 49% interest
in Hudson General LLC, Hudson General's 51%-owned affiliate, which provides
services at airports throughout the United States and Canada.
Hudson General also said today that it has received a written
proposal from Ogden Corporation to acquire all of Hudson General's
outstanding shares of Common Stock at a price of $65.00 per share either in
cash or in common shares of Ogden. Ogden stated in its letter that its
acquisition proposal is subject to a customary due diligence review
regarding Hudson General and its business prospects and approval of Ogden's
Board of Directors.
In addition, Hudson General said today that it has entered into
an amendment to its existing merger agreement with a management-led buyout
group providing for an increase from $57.25 to $61.00 in the per share cash
merger price to be paid to Hudson General's shareholders. The buyout group
is headed by Jay B. Langner, Hudson General's Chairman of the Board and
Chief Executive Officer, and Richard D. Segal, Vice Chairman of the Board.
The Special Committee of Hudson General's Board of Directors,
which is comprised of three independent, unaffiliated directors, has
authorized Hudson General to engage in discussions and negotiations with
GlobeGround and Ogden concerning their acquisition proposals.
Last week, Hudson General announced that it had received an offer
from Ranger Aerospace Corporation to acquire all of Hudson General's
outstanding shares of Common Stock at a price of $62.00 per share in cash.
Ranger Aerospace's proposal is subject to receipt of financing and
satisfactory completion of a confirmatory due diligence review.
In addition to its 51% ownership interest in Hudson General LLC,
Hudson General is 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.
Hudson General Corporation 111 Great Neck Road Great Neck, NY 11022-0355
(516) 487-8610 TWX 5102212186 FAX (516) 487-4855
