<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Schedule 13-D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
HONDO OIL & GAS COMPANY, formerly Pauley Petroleum Inc.
-------------------------------------------------------
(Name of Issuer)
COMMON STOCK
------------
(Title of class of Securities)
438138-10-9, formerly 703674-10-1
---------------------------------
(CUSIP Number)
Robert O. Anderson, Chairman of the Board
The Hondo Company
410 East College Boulevard, Roswell, New Mexico 88201
(Person Authorized to Receive Notices and Communications)
July 22, 1993
-------------
(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-I(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.)
1
<PAGE>
CUSIP No. 438138-10-9
Page 2 of 15
CONTROL GROUP MEMBER I
Response to Question 1: The Hondo Company
Response to Question 2: N/A
Response to Question 3: SEC USE ONLY
Response to Question 4: BK
Response to Question 5: N/A
Response to Question 6: New Mexico
Response to Question 7: 10,150,200
Response to Question 8: 0
Response to Question 9: 10,150,200
Response to Question 10: 0
Response to Question 11: 10,150,200
Response to Question 12: N/A
Response to Question 13: 78%
Response to Question 14: CO
<PAGE>
CUSIP No. 438138-10-9
Page 3 of 15
CONTROL GROUP MEMBER II
Response to Question 1: Robert O. Anderson
Response to Question 2: N/A
Response to Question 3: SEC USE ONLY
Response to Question 4: BK
Response to Question 5: N/A
Response to Question 6: United States
Response to Question 7: 10,150,200
Response to Question 8: 0
Response to Question 9: 10,150,200
Response to Question 10: 0
Response to Question 11: 10,150,200
Response to Question 12: N/A
Response to Question 13: 78%
Response to Question 14: CO
<PAGE>
CUSIP No. 438138-10-9
Page 4 of 15
CONTROL GROUP MEMBER III
Response to Question 1: Lonrho, Inc.
Response to Question 2: N/A
Response to Question 3: SEC USE ONLY
Response to Question 4: BK
Response to Question 5: N/A
Response to Question 6: Delaware
Delaware to Question 7: 10,150,200
Response to Question 8: 0
Response to Question 9: 10,150,200
Response to Question 10: 0
Response to Question 11: 10,150,200
Response to Question 12: N/A
Response to Question 13: 78%
Response to Question 14: CO
<PAGE>
CUSIP No. 438138-10-9
Page 5 of 15
CONTROL GROUP MEMBER IV
Response to Question 1: Lonrho Plc
Response to Question 2: N/A
Response to Question 3: SEC USE ONLY
Response to Question 4: BK
Response to Question 5: N/A
Response to Question 6: Great Britain
Delaware to Question 7: 10,150,200
Response to Question 8: 0
Response to Question 9: 10,150,200
Response to Question 10: 0
Response to Question 11: 10,150,200
Response to Question 12: N/A
Response to Question 13: 78%
Response to Question 14: CO
<PAGE>
ITEM 1. Security and Issuer.
--------------------
Common Stock, $1 par value (the "Common Stock")
Hondo Oil & Gas Company ("Hondo Oil & Gas")
410 East College Boulevard
Roswell, New Mexico 88201
ITEM 2. Identity and Background.
------------------------
This statement is being filed by The Hondo Company, a New Mexico
corporation ("Hondo"), whose principal business and office address is 410 East
College Blvd., Roswell, New Mexico 88201. The principal business of Hondo is
the ownership and operation of ranch and farm properties in the southwestern
part of the United States. Also, through its ownership interest in Hondo Oil &
Gas, Hondo is engaged in California real estate operations and international oil
and gas exploration and production.
The executive officers and directors of Hondo and their residence or
business addresses and positions are as follows:
Robert O. Anderson
Co-Chairman, Director, President
The Hondo Company
410 East College Boulevard
Roswell, New Mexico 88201
Robert B. Anderson
Director
The Hondo Company
410 East College Boulevard
Roswell, New Mexico 88201
W. Phelps Anderson
Director, Vice President
The Hondo Company
410 East College Boulevard
Roswell, New Mexico 88201
R. W. Rowland
Co-Chairman, Director
Lonrho Plc
Cheapside House
138 Cheapside
London EC2V 6BL
United Kingdom
6
<PAGE>
P. G. B. Spicer
Director
Lonrho Plc
Cheapside House
138 Cheapside
London EC2V 6BL
United Kingdom
R. E. Whitten
Director
Lonrho Plc
Cheapside House
138 Cheapside
London EC2V 6BL
United Kingdom
Richard W. Reese
Vice President
The Hondo Company
410 East College Boulevard
Roswell, New Mexico 88201
Ian Brownlow
Vice President and Treasurer
The Hondo Company
410 East College Boulevard
Roswell, New Mexico 88201
S. H. Cavin
Secretary
The Hondo Company
410 East College Blvd.
Roswell, New Mexico 88201
All of the executive officers and directors of Hondo are citizens of
the United States, except for Messrs. Rowland, Spicer, Whitten and Brownlow, who
are citizens of the United Kingdom. The shareholders of Hondo and their
approximate respective percentages of ownership of Hondo as of July 22, 1993 are
set forth below:
<TABLE>
<CAPTION>
Percentage
of Hondo
Hondo Shareholders Common Stock
------------------ ------------
<S> <C> <C>
Robert O. Anderson 40.002%*
Robert B. Anderson 5.005
W. Phelps Anderson 5.005
Lonrho, Inc. 49.988
</TABLE>
Robert O. Anderson is the father of Robert B. Anderson and W. Phelps Anderson.
Lonrho, Inc., a Delaware corporation, is an
*subject to Option described in Item 5.
7
<PAGE>
indirect, wholly owned subsidiary of Lonrho Plc, a public company registered in
England and listed on the London and Johannesburg stock exchanges. Lonrho Plc
and its subsidiaries are engaged in a variety of activities, including mining,
agriculture, motor vehicle and agricultural equipment distribution,
manufacturing, freight forwarding and warehousing, printing and publishing and
the ownership and management of property and hotels. The principal business
and office address of Lonrho, Inc. is: 805 3rd Avenue, New York, New York 10022.
The principal business and office address of Lonrho Plc is: Cheapside House, 138
Cheapside, London, England EC2V 6BL.
All of the shareholders of Hondo are parties to a Shareholders'
Agreement governing the transfer and voting of their shares and the election of
directors which is unchanged since January 19, 1988.
The executive officers and directors of Lonrho, Inc. and their
residence or business address and positions are as follows:
John F. Price
President and Director
Lonrho, Inc.
805 3rd Avenue
New York, New York 10022
James Evans
Controller
Lonrho, Inc.
805 3rd Avenue
New York, New York 10022
Rudolph H. Funke
Secretary
Lonrho, Inc.
805 3rd Avenue
New York, New York 10033
R. W. Rowland
Director
Lonrho, Inc.
Cheapside House
138 Cheapside
London, England EC2V 6BL
R. E. Whitten
Director
Lonrho, Inc.
Cheapside House
138 Cheapside
London, England EC2V 6BL
8
<PAGE>
R. F. Dunlop
Director
Lonrho, Inc.
Cheapside House
138 Cheapside
London, England EC2V 6BL
Messrs Evans and Funke are citizens of the United States. All other
executive officers and directors of Lonrho, Inc. are citizens of the United
Kingdom.
The executive officers and directors of Lonrho Plc and their residence
or business address and positions are as follows:
M. J. J. R. Leclezio
Chairman
Lonrho Plc
Cheapside House
138 Cheapside
London, England EC2V 6BL
R. F. Dunlop
Deputy Chairman
Lonrho Plc
Cheapside House
138 Cheapside
London, England EC2V 6BL
P. G. B. Spicer
Deputy Chairman
Lonrho Plc
Cheapside House
138 Cheapside
London, England EC2V 6BL
R. W. Rowland
Joint Managing Director and Chief Executive
Lonrho Plc
Cheapside House
138 Cheapside
London, England EC2V 6BL
D. Bock
Joint Managing Director and Chief Executive
Lonrho Plc
Cheapside House
138 Cheapside
London, England EC2V 6BL
9
<PAGE>
J. A. Hewlett
Director
Lonrho Plc
Cheapside House
138 Cheapside
London, England EC2V 6BL
S. E. Jonah
Director
Lonrho Plc
Cheapside House
138 Cheapside
London, England EC2V 6BL
N.J. Morrell
Director
Lonrho Plc
Cheapside House
138 Cheapside
London, England EC2V 6BL
J. L. Platts-Mills
Director
Lonrho Plc
Cheapside House
138 Cheapside
London, England EC2V 6BL
P.M. Tarsh
Director
Lonrho Plc
Cheapside House
138 Cheapside
London, England EC2V 6BL
R. E. Whitten
Director
Lonrho Plc
Cheapside House
138 Cheapside
London, England EC2V 6BL
Terence Wilkinson
Director
Lonrho Plc
Cheapside House
138 Cheapside
London, England EC2V 6BL
10
<PAGE>
Sir Peter W. Youens
Director
Lonrho Plc
Cheapside House
138 Cheapside
London, England EC2V 6BL
M. J. Pearce
Group Secretary
Lonrho Plc
Cheapside House
138 Cheapside
London, England EC2V 6BL
Mr. Leclezio is a citizen of Mauritius and Mr. Jonah is a citizen of
Ghana. Mr. D. Bock is a citizen of Germany and Mr. Wilkinson is a citizen of
South Africa. All other executive officers and directors of Lonrho Plc are
citizens of the United Kingdom.
The non-executive independent directors of Lonrho Plc and their
residence or business address are as follows:
Mr. Peter Harper
Cheapside House
138 Cheapside
London, England EC2V 6BL
Sir John Leahy, K.C.M.G.
Cheapside House
138 Cheapside
London, England EC2V 6BL
Mr. Stephen Walls
Cheapside House
138 Cheapside
London, England EC2V 6BL
None of the persons identified in this Item has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors)
during the last five years or has been during the last five years a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding were or are subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state laws.
Item 3. Source and Amount of Funds or Other Consideration.
--------------------------------------------------
There has been no change in the source and amount of funds or other
consideration reported in the original filing however, Hondo made the following
sales of Hondo Oil & Gas common stock under S-3 registration statement effective
October 30, 1992
11
<PAGE>
in broker's transactions on the dates and at the prices indicated below:
<TABLE>
<CAPTION>
Sales Price Date Shares Sold Per Share
- ---------------- ----------- ---------
<S> <C> <C> <C>
1/12/93 8,000 8.125
1/29/93 14,000 8.25
1/29/93 16,000 8.375
2/10/93 7,300 9.31330
2/12/93 8,200 9.04880
2/17/93 8,400 8.75
2/22/93 4,600 9.0842
2/23/93 6,100 9.082
2/24/93 8,400 9.33480
2/25/93 1,000 9.50
2/26/93 3,000 9.4875
3/01/93 800 9.51560
3/02/93 5,000 9.25
7/22/93 100,000 7.875
</TABLE>
Item 4. Purpose of Transaction.
-----------------------
Hondo sold the total of 190,800 shares in brokers transactions
described above pursuant to S-3 registration statement described below, proceeds
used to pay down debt to Hondo's principal creditor.
(a) An S-3 registration statement for 3,800,000 shares of Hondo Oil &
Gas common stock owned by Hondo became effective October 30, 1992. In the S-3
registration statement under caption "Plan of Distribution" Hondo indicated its
intention to sell shares of Hondo Oil & Gas registered thereunder from time to
time in ordinary brokered transactions on the American Stock Exchange. As of the
date of the Prospectus, Hondo had no agreement, arrangement or understanding
with any broker or dealer regarding the sale of such shares. Proceeds from sales
will go to pay down debt to Hondo's principal creditor.
(b) Hondo currently has no plans or proposals which relate to or would
result in an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving Hondo Oil & Gas or any of its
subsidiaries except as disclosed in the registration statement described under
(a) above.
(c) Hondo currently has no plans or proposals which relate to or would
result in a sale or transfer of a material amount of assets of Hondo Oil & Gas
or any of its subsidiaries except as disclosed in the registration statement
described under (a) above.
(d) No change has occurred in Board of Directors except resignations
of:
William R. Pagen January 1, 1993
James V. Walzel June 3, 1993
12
<PAGE>
Robert B. Anderson June 16, 1993
Phelps Anderson June 30, 1993
and the election of:
Douglas G. McNair February 25, 1993
John J. Hoey June 2, 1993
C. B. McDaniel November 15, 1993
(e) Hondo currently has no plans or proposals which relate to or would
result in any material change in the present capitalization or dividend policy
of Hondo Oil & Gas except as disclosed in the registration statement described
under (a) above.
(f) Hondo currently has no plans or proposals which relate to or would
result in any other material change in business or corporate structure of Hondo
Oil & Gas except as disclosed in the registration statement described in (a)
above.
(g) No plans are currently contemplated to change the capitalization
of Hondo Oil & Gas.
(h) Hondo currently has no plans or proposals which relate to or would
result in causing a class of securities of Hondo Oil & Gas to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association.
(i) Hondo currently has no plans or proposals which relate to or would
result in a class of securities of Hondo Oil & Gas becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934.
(j) Hondo currently has no plans or proposals which relate to or would
result in any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
-------------------------------------
(a) Hondo beneficially owns 10,150,200 shares of Hondo Oil & Gas
common stock or approximately 78% of the outstanding shares of Hondo Oil & Gas
common stock based on the 13,006,892 shares of common stock issued and
outstanding on June 30, 1993.
By virtue of their shareholdings in Hondo, Robert O. Anderson, Lonrho,
Inc. and indirectly, Lonrho Plc may be deemed to have beneficial ownership of
the shares of Hondo Oil & Gas common stock owned by Hondo. (On July 6, 1993,
Robert O. Anderson granted an option in favor of a subsidiary of Lonrho, Inc.,
to acquire up to 25% of the shares of The Hondo Company out of his holdings. The
option may be exercised at any time on or before July 5, 1996. The exercise of
the option is subject to prior commitments and pledges to lenders, Citicorp and
Bank of America, made by Robert O. Anderson with respect to the shares subject
thereto.)
13
<PAGE>
None of the other persons named in Item 2 beneficially owns any shares
of Hondo Oil & Gas common stock.
(b) Hondo has the sole power to vote, and to dispose of and direct the
disposition of, all 10,150,200 shares of Hondo Oil & Gas common stock currently
owned by it.
By virtue of their shareholders in Hondo, Robert O. Anderson, Lonrho,
Inc. and indirectly, Lonrho Plc may be deemed to have shared voting power and
shared dispositive power as to the shares of Hondo Oil & Gas common stock owned
by Hondo. (On July 6, 1993, Robert O. Anderson granted an option in favor of a
subsidiary of Lonrho, Inc., to acquire up to 25% of the shares of The Hondo
Company out of his holdings. The option may be exercised at any time on or
before July 5, 1996. The exercise of the option is subject to prior commitments
and pledges to lenders, Citicorp and Bank of America, made by Robert O. Anderson
with respect to the shares subject thereto.)
(c) Hondo made the following sales of Hondo Oil & Gas common stock
under S-3 registration statement effective October 30, 1992 Rule 144 in broker's
transactions on the dates and at the prices indicated below:
<TABLE>
<CAPTION>
Sale Price
Date Shares Sold Per Share
- ------- ----------- ----------
<S> <C> <C>
1/12/93 8,000 8.125
1/29/93 14,000 8.25
1/29/93 16,000 8.375
2/10/93 7,300 9.31330
2/12/93 8,200 9.04880
2/7/93 8,400 8.75
2/22/93 4,600 9.0842
2/23/93 6,100 9.082
2/24/93 8,400 9.33480
2/25/93 1,000 9.50
2/26/93 3,000 9.4875
3/01/93 800 9.51560
3/02/93 5,000 9.25
7/22/93 100,000 7.875
</TABLE>
(d) Hondo has no knowledge of any other person having the right to
receive or direct the receipt of dividends from, or the proceeds from Hondo the
sale of Hondo Oil & Gas's common stock.
(e) Not applicable.
Item 6. Contracts, Arrangments, Understandings or
-----------------------------------------
Relationships With Respect to Securities of The Issuer.
-------------------------------------------------------
None
14
<PAGE>
Item 7. Material to be filed as Exhibits.
---------------------------------
<TABLE>
<CAPTION>
Exhibit Number Description
- -------------- -----------
<C> <S>
EX-99 Copy of initial Schedule 13-D dated January 19, 1988,
without Exhibits, attached hereto as an Appendix.
</TABLE>
15
<PAGE>
Signature
- ---------
Pursuant to Rule 13d-l.(f) (1) (iii) the undersigned hereby confirm
this to be their agreement in writing that this statement is filed on behalf of
each of them.
After reasonable inquiry and to the best of their knowledge and
belief, the undersigned certify that the information set forth in this Schedule
13-D is true, complete and correct.
February 4, 1994 THE HONDO COMPANY
By W. PHELPS ANDERSON
---------------------------
Name: W. Phelps Anderson
Title: Vice President
ROBERT O. ANDERSON
-----------------------------
Robert O. Anderson
LONRHO, INC.
By R. E. WHITTEN
----------------------------
Name: R. E. Whitten
Title: Director
LONRHO PLC
By R. E. WHITTEN
-----------------------------
Name: R. E. Whitten
Title: Director
16
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Schedule 13-D
Under the Securities Exchange Act of 1934
PAULEY PETROLEUM INC.
----------------------
(Name of Issuer)
COMMON STOCK
------------
(Title of Class of Securities)
703674-10-1
------------
(CUSIP Number)
Robert O. Anderson, Chairman of the Board
Pauley Petroleum Inc.
10000 Santa Monica Blvd., Los Angeles, California 90067
---------------------------------------------------------
(Person Authorized to Receive Notices and Communications)
January 19, 1988
----------------
(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-I(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [X]. (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 1 of 171 Pages
<PAGE>
CUSIP No. 703674-10-1 Page 2 of 171 Pages
CONTROL GROUP MEMBER I
Response to Question 1: The Hondo Company
Response to Question 2: N/A
Response to Question 3: SEC USE ONLY
Response to Question 4: BK
Response to Question 5: N/A
Response to Question 6: New Mexico
Response to Question 7: 10,471,000
Response to Question 8: 0
Response to Question 9: 10,471,000
Response to Question 10: 0
Response to Question 11: 10,471,000
Response to Question 12: N/A
Response to Question 13: 80%
Response to Question 14: CO
<PAGE>
CUSIP No. 703674-10-1 Page 3 of 171 Pages
CONTROL GROUP MEMBER II
Response to Question 1: Robert O. Anderson
Response to Question 2: N/A
Response to Question 3: SEC USE ONLY
Response to Question 4: BK
Response to Question 5: N/A
Response to Question 6: United States
Response to Question 7: 0
Response to Question 8: 10,471,000
Response to Question 9: 0
Response to Question 10: 10,471,000
Response to Question 11: 10,471,000
Response to Question 12: N/A
Response to Question 13: 80%
Response to Question 14: IN
<PAGE>
CUSIP No. 703674-10-1 Page 4 of 171 Pages
CONTROL GROUP MEMBER III
Response to Question 1: Lonrho, Inc.
Response to Question 2: N/A
Response to Question 3: SEC USE ONLY
Response to Question 4: BK
Response to Question 5: N/A
Response to Question 6: Delaware
Delaware to Question 7: 0
Response to Question 8: 10,471,000
Response to Question 9: 0
Response to Question 10: 10,471,000
Response to Question 11: 10,471,000
Response to Question 12: N/A
Response to Question 13: 80%
Response to Question 14: CO
<PAGE>
CUSIP No. 703674-10-1 Page 5 of 15 Pages
CONTROL GROUP MEMBER IV
Response to Question 1: Lonrho Plc
Response to Question 2: N/A
Response to Question 3: SEC USE ONLY
Response to Question 4: BK
Response to Question 5: N/A
Response to Question 6: Great Britain
Delaware to Question 7: 0
Response to Question 8: 10,471,000
Response to Question 9: 0
Response to Question 10: 10,471,000
Response to Question 11: 10,471,000
Response to Question 12: N/A
Response to Question 13: 80%
Response to Question 14: CO
<PAGE>
Item 1. Security and Issuer.
--------------------
Common Stock, $1 par value (the "Common Stock")
Pauley Petroleum Inc. ("Pauley")
10000 Santa Monica Blvd.
Los Angeles, California 90067
Item 2. Identity and Background.
------------------------
This statement is being filed by The Hondo Company, a New Mexico
corporation ("Hondo"), whose principal business and office address is 410 East
College Blvd., Roswell, New Mexico 88201. The principal business of Hondo is the
ownership and operation of ranch and farm properties in the southwestern part of
the United States, the ownership and operation of a registered cattle enterprise
and oil and gas exploration, development and production and the marketing of
crude oil and natural gas. Additional description of the principal business of
Hondo and Hondo Oil & Gas Company ("Hondo Oil & Gas") and the exchange
transaction between Hondo, Hondo Oil & Gas and Pauley is incorporated herein by
reference to the information under the captions "Summary of Terms of the
Exchange," "Conduct of Business After the Exchange," "Change in Control of
Pauley," "Acquisition of Additional Pauley Shares" and "Business of Hondo Oil &
Gas" in Pauley's Notice of Special Meeting and Proxy Statement (the "Proxy
Materials"), a copy of which is attached hereto as Exhibit A.
The executive officers and directors of Hondo and their residence or
business addresses and positions are as follows:
Robert O. Anderson
Co-Chairman, Director, President
The Hondo Company
410 East College Boulevard
Roswell, New Mexico 88201
Robert B. Anderson
Director, Vice President
The Hondo Company
410 East College Boulevard
Roswell, New Mexico 88201
W. Phelps Anderson
Director, Vice President
The Hondo Company
410 East College Boulevard
Roswell, New Mexico 88201
6
<PAGE>
R. W. Rowland
Co-Chairman, Director
Lonrho Plc
Cheapside House
138 Cheapside
London EC2V 6BL
United Kingdom
P.G.B. Spicer
Director
Lonrho Plc
Cheapside House
138 Cheapside
London EC2V 6BL
United Kingdom
R. E. Whitten
Director
Lonrho Plc
Cheapside House
138 Cheapside
London EC2V 6BL
United Kingdom
Richard W. Reese
Vice President
The Hondo Company
410 East College Boulevard
Roswell, New Mexico 88201
A. Wayne Davenport
Vice President
The Hondo Company
410 East College Boulevard
Roswell, New Mexico 88201
S. H. Cavin
Secretary
The Hondo Company
410 East College Blvd.
Roswell, New Mexico 88201
All of the executive officers and directors of Hondo are citizens of
the United States, except for Messrs. Rowland, Spicer Whitten who are citizens
of the United Kingdom. The shareholders of Hondo and their approximate
respective percentages of ownership of Hondo as of January 19, 1988 are set
forth below:
7
<PAGE>
<TABLE>
<CAPTION>
Percentage
of Hondo
Hondo Shareholders Common Stock
------------------ ------------
<S> <C>
Robert O. Anderson 40.002%
Robert B. Anderson 5.005
W. Phelps Anderson 5.005
Lonrho, Inc. 49.988
</TABLE>
Robert O. Anderson is the father of Robert B. Anderson and W. Phelps Anderson.
Lonrho, Inc., a Delaware corporation, is an indirect, wholly owned subsidiary of
Lonrho Plc, a public company registered in England and listed on the London and
Tokyo stock exchanges. Lonrho Plc and its subsidiaries are engaged in a variety
of activities, including mining, agriculture, motor vehicle and agricultural
equipment distribution, manufacturing, freight forwarding and warehousing,
printing and publishing and the ownership and management of property and hotels.
The principal business and office address of Lonrho, Inc. is: 805 3rd Avenue,
New York, New York 10022. The principal business and office address of Lonrho
Plc is: Cheapside House, 138 Cheapside, London, England EC2V 6BL.
All of the shareholders of Hondo are parties to a Shareholders'
Agreement governing the transfer and voting of their shares and the election of
directors. Further description of the shareholders of Hondo and the
Shareholders' Agreement to which they are parties is hereby incorporated herein
by reference to the information under the caption "Change in the Control of
Pauley" in the Proxy Statement attached hereto as Exhibit A.
The executive officers and directors of Lonrho, Inc. and their
residence or business address and positions are as follows:
John F. Price
President and Director
Lonrho, Inc.
805 3rd Avenue
New York, New York 10022
Steven A. Winsor
Lonrho, Inc.
805 3rd Avenue
New York, New York 10022
Rudolph H. Funke
Secretary
Lonrho, Inc.
805 3rd Avenue
New York, New York 10033
8
<PAGE>
R. W. Rowland
Director
Lonrho, Inc.
Cheapside House
138 Cheapside
London, England EC2V 6BL
R. E. Whitten
Director
Lonrho, Inc.
Cheapside House
138 Cheapside
London, England EC2V 6BL
R. F. Dunlop
Director
Lonrho, Inc.
Cheapside House
138 Cheapside
London, England EC2V 6BL
Messrs Winsor and Funke are citizens of the United States. All other
executive officers and directors of Lonrho, Inc. are citizens of the United
Kingdom.
The executive officers and directors of Lonrho Plc and their residence
or business address and positions are as follows:
The Rt. Hon. Lord Duncan-Sandys
President
Lonrho Plc
Cheapside House
138 Cheapside
London, England EC2V 6BL
The Rt. Hon. Sir Edward du Cann
Chairman
Lonrho Plc
Cheapside House
138 Cheapside
London, England EC2V 6BL
A. H. Ball
Deputy Chairman
Lonrho Plc
Cheapside House
138 Cheapside
London, England EC2V 6BL
9
<PAGE>
R. W. Rowland
Managing Director and Chief Executive
Lonrho Plc
Cheapside House
138 Cheapside
London, England EC2V 6BL
R. G. Badger
Director
Lonrho Plc
Cheapside House
138 Cheapside
London, England EC2V 6BL
R. F. Dunlop
Director
Lonrho Plc
Cheapside House
138 Cheapside
London, England EC2V 6BL
N. Kruger
Director
Lonrho Plc
Cheapside House
138 Cheapside
London, England EC2V 6BL
M.J.J.R. Leclezio
Director
Lonrho Plc
Cheapside House
138 Cheapside
London, England EC2V 6BL
T. J. Robinson
Director
Lonrho Plc
Cheapside House
138 Cheapside
London, England EC2V 6BL
R.G.B. Spicer
Director
Lonrho Plc
Cheapside House
138 Cheapside
London, England EC2V 6BL
10
<PAGE>
P. M. Tarsh
Director
Lonrho Plc
Cheapside House
138 Cheapside
London, England EC2V 6BL
R. E. Whitten
Director
Lonrho Plc
Cheapside House
138 Cheapside
London, England EC2V 6BL
Sir Peter W. Youens
Director
Lonrho Plc
Cheapside House
138 Cheapside
London, England EC2V 6BL
M. J. Pearce
Group Secretary
Lonrho Plc
Cheapside House
138 Cheapside
London, England EC2V 6BL
Mr. Kruger is a citizen if Zimbabwe and Mr. Leclezio is a citizen of
Mauritius. All other executive officers and directors of Lonrho Plc are citizens
of the United Kingdom.
None of the persons identified in this Item has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors)
during the last five years or has been during the last five years a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding were or are 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 finding any violation
with respect to such laws.
Item 3. Source and Amount Of Funds or Other Consideration.
--------------------------------------------------
Hondo made the following purchases of Pauley common stock in the open
market on the dates and at the prices indicated below:
11
<PAGE>
<TABLE>
<CAPTION>
Acquisition Price
Date Shares Acquired Per Share
- ---- --------------- -----------------
<S> <C> <C>
12/21/87 5,600 $14.50
12/22/87 5,800 $16.50
12/23/87 32,900 $17.00
12/23/87 10,900 $18.00
12/24/87 1,300 $17.25
12/28/87 2,200 $17.625
12/29/87 2,200 $16.50
12/30/87 2,200 $17.00
12/31/87 6,100 $16.65
1/4/88 2,300 $17.31
1/5/88 12,300 $17.77
1/6/88 18,800 $17.55
1/7/88 11,300 $17.50
1/7/88 200 $17.375
1/8/88 6,900 $18.00
</TABLE>
In addition, Hondo purchased 350,000 shares of Pauley common stock from
William R. Pagen under a Stock Purchase and Option Agreement executed by Mr.
Pagen on January 19, 1988 and dated as of December 14, 1987 (the "Stock Purchase
and Option Agreement"). These shares were purchased on January 19, 1988 at a
purchase price of $20 per share, as provided in the Stock Purchase and Option
Agreement. Under the Stock Purchase and Option Agreement, Mr. Pagen also granted
Hondo an option to purchase up to an additional 121,000 shares. This option
expired unexercised on January 19, 1988 following the consummation of the
Exchange pursuant to the Exchange Agreement described below. The terms of the
Stock Purchase and Option Agreement are incorporated herein by reference to the
copy thereof attached as Exhibit B.
Pursuant to an Exchange Agreement dated as of October 28, 1987 among Hondo,
Hondo Oil & Gas and Pauley (the "Exchange Agreement"), on January 19, 1988,
Pauley issued 10,000,000 shares of its common stock to Hondo in exchange for
Hondo's transfer to Pauley of all of the outstanding stock of Hondo Oil & Gas.
Additional terms of the Exchange Agreement are incorporated herein by reference
to the copy thereof attached as Exhibit A to the proxy Materials attached hereto
as Exhibit A.
Hondo used funds borrowed from Union Bank under a Credit Agreement dated
January 12, 1988 for the purchases of Pauley common stock on the open market and
from Mr. Pagen. Robert O. Anderson, Lonrho, Inc. and Lonrho Plc have guaranteed
the obligations of Hondo under this Credit Agreement. The terms of this Credit
Agreement, the guaranty by Robert O. Anderson and the guaranty by Lonrho, Inc.
and Lonrho Plc are hereby incorporated herein by reference to the copies thereof
attached hereto as Exhibits C, D and E, respectively.
12
<PAGE>
Item 4. Purpose of Transaction.
-----------------------
Hondo was issued 10,000,000 shares pursuant to the Exchange Agreement in
exchange for its transfer to Pauley of all of the capital stock of Hondo Oil &
Gas. Prior to the consummation of the exchange transaction under the Exchange
Agreement, Hondo acquired a total of 471,000 shares of Pauley common stock on
the open market and from William R. Pagen so that, upon consummation of the
exchange transaction, Hondo would own at least 80% of the issued and outstanding
shares of Pauley, thereby allowing Hondo, Hondo Oil & Gas and Pauley to file
consolidated federal income tax returns.
(a) Hondo currently has no plans or proposals relating to or resulting
in the acquisition by any person of additional securities of Pauley, or the
disposition of securities of Pauley.
(b) Hondo currently has no plans or proposals which relate to or would
result in an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving Pauley or any of its subsidiaries
except those contemplated under the Exchange Agreement and which were
consummated on January 19, 1988.
(c) Hondo currently has no plans or proposals which relate to or would
result in a sale or transfer of a material amount of assets of Pauley or any of
its subsidiaries.
(d) Following the consummation of the Exchange described in the
Exchange Agreement, three directors of Pauley resigned and seven new directors
were appointed to fill the vacancies created by these resignations and by the
increase in the size of the Board from five members to nine. Additional
information on the change in the composition of the Board of Directors and the
persons appointed as directors of Pauley following the Exchange is hereby
incorporated herein by reference to the information under the caption "Change in
Composition of Board of Directors of Pauley" in the Proxy Materials attached
hereto as Exhibit A.
(e) Hondo currently has no plans or proposals which relate to or would
result in any material change in the present capitalization or dividend policy
of Pauley.
(f) Hondo currently has no plans or proposals which relate to or would
result in any other material change in Pauley's business or corporate structure.
(g) Concurrently with approval of the Exchange Agreement at a special
meeting of Pauley's shareholders on January 19, 1988, Pauley's shareholders
approved an amendment to the Certificate of Incorporation of Pauley increasing
the authorized number of shares of common stock to 30,000,000 and increasing the
authorized number of shares of preferred stock to 10,000,000. No
13
<PAGE>
plans are currently contemplated to use such increased capitalization to impede
the acquisition of control of Pauley by another person.
(h) Hondo currently has no plans or proposals which relate to or would
result in causing a class of securities of Pauley to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities association.
(i) Hondo currently has no plans or proposals which relate to or would
result in a class of securities of Pauley becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Securities Exchange Act of
1934.
(j) Hondo currently has no plans or proposals which relate to or would
result in any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
-------------------------------------
(a) Hondo beneficially owns 10,471,000 shares of Pauley common stock
or approximately 80% of the outstanding shares of Pauley common stock based on
the 12,909,792 shares of common stock issued and outstanding on January 19,
1988.
By virtue of their shareholdings in Hondo, Robert O. Anderson, Lonrho,
Inc. and indirectly, Lonrho Plc may be deemed to have beneficial ownership of
the shares of Pauley common stock owned by Hondo.
None of the other persons named in Item 2 beneficially owns any shares
of Pauley common stock.
(b) Hondo has the sole power to vote, and to dispose of and direct the
disposition of, all 10,471,000 shares of Pauley common stock currently owned by
it.
By virtue of their shareholdings in Hondo, Robert O. Anderson, Lonrho,
Inc. and indirectly, Lonrho Plc may be deemed to have shared voting power and
shared dispositive power as to the shares of Pauley common stock owned by Hondo.
(c) Hondo made the following purchases of Pauley common stock in the
open market on the dates and at the prices indicated below:
<TABLE>
<CAPTION>
Acquisition Price
Date Shares Acquired Per Share
---- --------------- -----------------
<S> <C> <C>
12/21/87 5,600 $14.50
12/22/87 5,800 $16.50
12/23/87 32,900 $17.00
</TABLE>
14
<PAGE>
<TABLE>
<S> <C> <C>
12/23/87 10,900 $18.00
12/24/87 1,300 $17.25
12/28/87 2,200 $17.625
12/29/87 2,200 $16.50
12/30/87 2,200 $17.00
12/31/87 6,100 $16.65
1/4/88 2,300 $17.31
1/5/88 12,300 $17.77
1/6/88 18,800 $17.55
1/7/88 11,300 $17.50
1/7/88 200 $17.375
1/8/88 6,900 $18.00
</TABLE>
Hondo purchased 350,000 shares of Pauley common stock from William R. Pagen
under a Stock Purchase and Option Agreement dated as of December 14, 1987 and
executed by Mr. Pagen on January 19, 1988. These shares were purchased on
January 19, 1988 at a purchase price of $20 per share, as provided in the Stock
Purchase and Option Agreement. Under the Stock Purchase and Option Agreement,
Mr. Pagen also granted Hondo an option to purchase up to an additional 121,000
shares. This option expired on January 19, 1988 following the consummation of
the Exchange under the Exchange Agreement described below. The terms of the
Stock Purchase and Option Agreement are incorporated herein by reference to the
copy thereof attached hereto as Exhibit B.
Pursuant to an Exchange Agreement dated as of October 28, 1987 among Hondo,
Hondo Oil & Gas and Pauley, on January 19, 1988. Pauley issued 10,000,000 shares
of its common stock to Hondo in exchange for Hondo's transfer to Pauley of all
of the outstanding stock of Hondo Oil & Gas. Additional terms of the Exchange
Agreement are incorporated herein by reference to the copy thereof attached
hereto as Exhibit A to the Proxy Materials attached hereto as Exhibit A.
(d) Hondo has no knowledge of any other person having the right to
receive or direct the receipt of dividends from, or the proceeds from the sale
of, Pauley's common stock.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
------------------------------------------
Relationships With Respect to Securities of The Issuer.
------------------------------------------------------
Hondo, Hondo Oil & Gas and Pauley entered into an Exchange Agreement
pursuant to which Pauley issued to Hondo 10,000,000 shares of its common stock.
The terms of the Exchange Agreement are incorporated herein by reference to the
copy thereof attached as Exhibit A to the Proxy Materials which are attached
hereto as Exhibit A. Hondo entered into a Stock Purchase and Option Agreement
with William R. Pagen pursuant to which Hondo purchased 350,000 shares from Mr.
Pagen. The terms of the Stock Purchase and Option Agreement are incorporated
herein by reference to the copy thereof attached hereto as Exhibit B.
15
<PAGE>
Item 7. Material to be filed as Exhibits.
--------------------------------
<TABLE>
<CAPTION>
Exhibit Number Description
- -------------- -----------
<C> <S>
A Notice of Special Meeting and Proxy statement mailed to
Pauley's shareholders on December 14, 1987, including as
Exhibit A thereto the Exchange Agreement dated as of
October 28, 1987 among Hondo, Hondo Oil & Gas and Pauley
B Stock Purchase and Option Agreement dated as of December
14, 1987 by William R. Pagen in favor of Hondo
C Credit Agreement dated January 12, 1988 between Hondo and
Union Bank
D Guaranty of Robert O. Anderson dated January 12, 1988 in
favor of Union Bank
E Guaranty of Lonrho Plc and Lonrho, Inc. dated January 12,
1988 in favor of Union Bank
</TABLE>
16
<PAGE>
Signature
- ---------
After reasonable inquiry and to the best of their knowledge and
belief, the undersigned certify that the information set forth in this Schedule
13-D is true, complete and correct.
January 19, 1988 THE HONDO COMPANY
By ROBERT B. ANDERSON
---------------------------------
Name: Robert B. Anderson
Title: Vice President
ROBERT O. ANDERSON
---------------------------------
Robert O. Anderson
LONRHO, INC.
By R. E. WHITTEN
----------------------------------
Name: R. Whitten
Title: Director
LONRHO PLC
By R. E. WHITTEN
----------------------------------
Name: R. Whitten
Title: Director
17
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequentially
Exhibit Paginated
Number Description Page Number
- ------- ----------- ------------
<C> <S> <C>
A Notice of Special Meeting and
Proxy Statement mailed to Pauley's
shareholders on December 14, 1987,
including as Exhibit A thereto the
Exchange Agreement dated as of
October 20, 1987 among Hondo,
Hondo Oil & Gas and Pauley
B Stock Purchase and Option Agreement
dated as of December 14, 1987 by
William R. Pagen in favor of Hondo
C Credit Agreement dated January 12,
1988 between Hondo and Union Bank
D Guaranty of Robert O. Anderson dated
January 12, 1988 in favor of Union
Bank
E Guaranty of Lonrho Plc and Lonrho, Inc.
dated January 12, 1988 in favor of
Union Bank
</TABLE>
18
<PAGE>
PAGES 19 THROUGH 171 ARE EXHIBITS
19
