SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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)
July 12, 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
_____________________________________________________________________________
(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
_____________________________________________________________________________
(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 Schedule 13D, initially filed on January 20, 1992, as amended
by Amendment No. 1 filed on April 5, 1995 by HPB Associates, L.P., a Delaware
limited partnership (the "Partnership"), and by Howard P. Berkowitz, the
managing partner of the Partnership, relating 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") is hereby amended by this Amendment No. 2 to the Schedule 13D as
follows:
Item 4. Purpose of Transaction.
Item 4 is hereby supplemented by the addition of the following:
As disclosed in the press release issued July 12, 1995 (attached
hereto as Exhibit 1), the Special Committee of the Company announced the
termination of negotiations with Larry Addington and his brothers concerning
their March 1, 1995 proposal (the "Original Proposal") to split up the
company's environmental and non-environmental businesses. Mr. Berkowitz and
two other independent directors of the Company resigned from the Board of
Directors and from the Special Committee of the Company.
The Partnership is reviewing its alternatives in light of the
termination of the Original Proposal and the Company's plan, announced on July
12, 1995, to effect the spin-off of the environmental business to stockholders
on a share-for-share basis. The Partnership reserves the right to discuss the
Company's plan with the Company's management. In addition, depending upon a
variety of factors, including the Partnership's evaluation of the Company's
plan, the Partnership may acquire additional shares of Common Stock in
negotiated transactions or open market purchases, or sell all or a portion of
its shares of Common Stock.
Item 7. Material to be Filed as Exhibits.
1. Press Release, dated July 12, 1995
<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: July 18, 1995
HPB ASSOCIATES, L.P.
By: /s/ Howard P. Berkowitz
-----------------------
Howard P. Berkowitz,
Managing Partner
/s/ Howard P. Berkowtiz
---------------------------
About: Addington Resources, Inc.
Contact: Howard P. Berkowitz
HPB Associates, L.P.
(212) 664-0990
FOR IMMEDIATE RELEASE
NEW YORK, NY (July 12, 1995) - The Special Committee of Addington
Resources, Inc. announced today the termination of negotiations with Larry
Addington and his brothers concerning their March 1, 1995 proposal to split up
the company's environmental and non-environmental businesses. Under the
original proposal, Addington's environmental businesses would have been wholly
owned by the public.
The termination of negotiations follows the delivery by Larry Addington
of a revised oral proposal on July 11 pursuant to which the Addington family
would, in exchange for their shares of Addington common stock, receive all of
Addington's non-environmental businesses, including 100% of Addington's mining
technology joint venture with Joy Technologies Inc. and 2.5 to 3 million
shares of common stock (or approximately 25% of the common equity) of the new
environmental company. In addition, under the revised proposal, no cash
payment would have been made to Addington Environmental.
The Special Committee stated that it had determined to terminate the
negotiations and requested the Addington family to withdraw its revised
proposal after Larry Addington advised Mr. Berkowitz, the Chairman of the
Special Committee, that his revised proposal was non-negotiable.
In the original proposal, the Addington family offered to exchange the
shares of the company's common stock owned by it, $5 million in cash, half of
the royalties collected under the Joy Technologies agreement and other
consideration for the company's non-environmental operations.
Howard Berkowitz, Richard Ravitch and Stephen Weinress, three
independent directors of the company, also announced their resignations from
the Board of Directors and from the Special Committee.
Addington Resources, Inc. trades on the Nasdaq National Market System
under the symbol ADDR. The company is involved in waste management operations
as well as mining, mining technology and mining services.
