SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 )
Addington Resources, Inc.
(Name of Issuer)
Common Stock, par value $.01
(Title of Class of Securities)
006516108
(CUSIP Number)
Mr. Howard P. Berkowitz (212) 664-0990
HPB Associates, L.P. 888 Seventh Avenue
New York, New York 10106
(Name, address and telephone number of person
authorized to receive notices and communications)
April 3, 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.)
<PAGE>
13D
CUSIP No. 006516108
_____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. HPB Associates, L.P.
OF ABOVE PERSON
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [ ]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS
WC
_____________________________________________________________________________
(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 955,285
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER -0-
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER 955,285
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER -0-
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 955,285
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 6.0%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON
PN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
13D
CUSIP No. 006516108
_____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. Howard P. Berkowitz
OF ABOVE PERSON
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [ ]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS
00
_____________________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER 955,285 (all shares are
owned for the account of HPB Associates, L.P.)
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER -0-
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER 955,285 (all shares are
owned for the account of HPB Associates, L.P.)
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER -0-
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 955,285 (all shares are
owned for the account of HPB Associates, L.P.)
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 6.0%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON
IN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
This Amendment No. 1 to Schedule 13D restates all
Items of Schedule 13D in accordance with Rule 101(a)(2)(ii) of
Regulation S-T.
Item 1. Security and Issuer.
This statement on Schedule 13D ("Schedule 13D") is
being filed with respect to the common stock, par value $.01 per
share (the "Common Stock"), of ADDINGTON RESOURCES, INC., a
Delaware corporation whose principal executive offices are
located at 1500 North Big Run Road, Ashland, Kentucky 41102 (the
"Company").
Item 2. Identity and Background.
This Schedule 13D is being filed on behalf of HPB
Associates, L.P., a Delaware limited partnership whose principal
offices are located at 888 Seventh Avenue, New York, New York
10106 (the "Partnership"), and Mr. Howard P. Berkowitz, with
respect to the shares of Common Stock owned by the Partnership.
The Partnership is a private investment partnership.
Mr. Berkowitz is the managing partner of the
Partnership. Mr. Berkowitz's present principal occupation is
acting as managing partner of the Partnership. Mr. Clifford
Greenberg and Mr. Jonathan Vannini are each a general partner of
the Partnership. The present principal occupation of each of Mr.
Greenberg and Mr. Vannini is acting as a general partner of the
Partnership. The business address of each of Messrs. Berkowitz,
Greenberg and Vannini is 888 Seventh Avenue, New York, New York
10106. Messrs. Berkowitz, Greenberg and Vannini are citizens of
the United States.
Neither the Partnership nor Mr. Berkowitz, Mr.
Greenberg or Mr. Vannini has, during the last five years:
A. been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors); or
B. 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 a finding of any violation with respect to
such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The source of funds for the purchases reported by the
Partnership herein was the Partnership's capital. The total
amount of funds used by the Partnership to purchase the 955,285
shares of Common Stock owned by it is $10,140,584.
Item 4. Purpose of Transaction.
The purpose of the acquisition of shares of Common
Stock by the Partnership is for investment. The Partnership
intends to review its holdings with respect to the Company on a
continuing basis. Depending on the Partnership's evaluation of
the Company's business and prospects, and upon future
developments (including, but not limited to, market prices of the
shares of Common Stock and availability and alternative uses of
funds; as well as conditions in the securities markets and
general economic and industry conditions), the Partnership may
acquire additional shares of Common Stock or other securities of
the Company; sell all or a portion of its shares of Common Stock
or other securities of the Company, now owned or hereafter
acquired, or maintain its position at current levels.
On April 3, 1995, Howard P. Berkowitz was appointed
to the Company's Board of Directors and named as Chairman of a
Special Committee of five directors. The Special Committee is
authorized by the Board of Directors to independently consider a
proposal, announced March 1, 1995, made by the Company's founder,
Larry Addington and his brothers, Bruce Addington and Robert
Addington, to acquire all of the Company's non-environmental
subsidiaries. Pending the consummation of the transaction
contemplated by the Addingtons' proposal, the Special Committee
will manage the business and assets of the Company's
environmental business.
Except as stated above, the Partnership has no
present plans or proposals which relate to, or would result in,
any of the matters enumerated in paragraphs (b) through (j),
inclusive, of Item 4 of Schedule 13D. The Partnership may, at any
time and from time to time, review or reconsider its position
with respect to the Company, and formulate plans or proposals
with respect to any of such matters.
Item 5. Interest in Securities of the Issuer.
(a) As of the date of this filing, the Partnership
beneficially owns, within the meaning of Rule 13d-3 under the
Securities Exchange Act of 1934, as amended, 955,285 shares of
the Common Stock or 6.0% of the outstanding shares of Common
Stock (based upon 15,906,251 shares of Common Stock reported to
be outstanding by the Company as of March 27, 1995 in the
Company's Annual Report on Form 10-K for the year ended December
31, 1994).
(b) The Partnership has the power to vote and dispose
of the 955,285 shares of Common Stock beneficially owned by it,
which power may be exercised by its managing partner, Mr.
Berkowitz.
(c) There were no transaction in the Common Stock
effected by the reporting persons during the past 60 days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Issuer's Securities
Except as otherwise described herein, there are no
contracts, arrangements, understandings or relationships (legal
or otherwise) among the persons named in Item 2 hereof and
between such persons and any person with respect to any
securities of the Company, including, but not limited to,
transfer or voting of any of the securities, finder's fees, joint
ventures, loan or option arrangements, put or calls, guarantees
of profits, division of profits or loss, or the giving or
withholding of proxies.
Item 7. Material to be Filed as Exhibits.
None.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of their
knowledge and belief, the undersigned certify that the
information set forth in this statement is true, complete and
correct.
Dated: April 5, 1994
HPB ASSOCIATES, L.P.
By: /s/ Howard P. Berkowitz
-----------------------
Howard P. Berkowitz,
Managing Partner
/s/ Howard P. Berkowitz
---------------------------
Howard P. Berkowitz
