<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Schedule 13-D
Under the Securities Exchange Act of 1934
Amendment No. 3
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
--------------------------------
Robert O. Anderson, President
The Hondo Company
410 East College Boulevard, Roswell, New Mexico 88201
-----------------------------------------------------
(Person Authorized to Receive Notices and Communications)
October 10, 1994
----------------
(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.)
Page 1 of 18 Pages
<PAGE>
CUSIP No. 438138-10-9 Page 2 of 18 Pages
CONTROL GROUP MEMBER I
Response to Question 1: The Hondo Company
Response to Question 2: (b)
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: 0
Response to Question 8: 0
Response to Question 9: 0
Response to Question 10: 10,150,200
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 18 Pages
CONTROL GROUP MEMBER II
Response to Question 1: Robert O. Anderson
Response to Question 2: (b)
Response to Question 3: SEC USE ONLY
Response to Question 4: AF
Response to Question 5: N/A
Response to Question 6: United States
Response to Question 7: 0
Response to Question 8: 0
Response to Question 9: N/A
Response to Question 10: 10,150,200
Response to Question 11: 10,150,200
Response to Question 12: N/A
Response to Question 13: 78%
Response to Question 14: IN
<PAGE>
CUSIP No. 438138-10-9 Page 4 of 18 Pages
CONTROL GROUP MEMBER III
Response to Question 1: Robert B. Anderson
Response to Question 2: (b)
Response to Question 3: SEC USE ONLY
Response to Question 4: AF
Response to Question 5: N/A
Response to Question 6: United States
Response to Question 7: 0
Response to Question 8: 0
Response to Question 9: N/A
Response to Question 10: 10,150,200
Response to Question 11: 10,150,200
Response to Question 12: N/A
Response to Question 13: 78%
Response to Question 14: IN
<PAGE>
CUSIP No. 438138-10-9 Page 5 of 18 Pages
CONTROL GROUP MEMBER IV
Response to Question 1: W. Phelps Anderson
Response to Question 2: (b)
Response to Question 3: SEC USE ONLY
Response to Question 4: AF
Response to Question 5: N/A
Response to Question 6: United States
Response to Question 7: 0
Response to Question 8: 0
Response to Question 9: N/A
Response to Question 10: 10,150,200
Response to Question 11: 10,150,200
Response to Question 12: N/A
Response to Question 13: 78%
Response to Question 14: IN
<PAGE>
Page 6 of 18
Introduction
------------
This Third Amendment to Schedule 13D is being filed jointly by The
Hondo Company, Robert O. Anderson, Robert B. Anderson and W. Phelps Anderson
with respect to the beneficial ownership of shares of Common Stock of Hondo Oil
& Gas Company to which this Schedule pertains.
Lonrho Plc and Lonrho, Inc. have heretofore filed a statement on
Schedule 13D (and two amendments thereto) jointly with The Hondo Company and Mr.
Robert O. Anderson. In a statement on Schedule 13D filed with the Commission on
October 7, 1994, Lonrho Plc and Lonrho, Inc., along with Scottsdale Princess,
Inc., stated that each of them had determined to report separately from, in lieu
of filing jointly with, The Hondo Company and the Messrs. Anderson. Any
information contained herein with respect to Lonrho Plc, Lonrho, Inc. and
Scottsdale Princess, Inc. is to the best knowledge and belief of The Hondo
Company and Messrs. Anderson, respectively. Reference should be made to the
separate filings on Schedule 13D made or which may be made by Lonrho Plc,
Lonrho, Inc. and Scottsdale Princess, Inc. (including any amendments thereto
filed or which they may file) for information concerning them.
Mr. Robert B. Anderson and Mr. W. Phelps Anderson have not heretofore
filed a statement on Schedule 13D, although they are both shareholders of The
Hondo Company. They have determined to join The Hondo Company and Mr. Robert O.
Anderson in this filing.
Item 1. Security and Issuer.
-------------------
This statement relates to the Common Stock, $1 par value per share
(the "Common Stock"), of Hondo Oil & Gas Company, a Delaware corporation ("Hondo
Oil & Gas" or the "Issuer"). The principal executive offices of the Issuer are
located at 410 East College Boulevard, Roswell, New Mexico 88201.
Item 2. Identity and Background.
-----------------------
This statement is being filed by (1) The Hondo Company, a New Mexico
corporation ("Hondo"), whose principal business and office address is 410 East
College Boulevard, Roswell, New Mexico 88201, (2) Mr. Robert O. Anderson,
whose business address is 410 East College Boulevard, Roswell, New Mexico 88201,
(3) Mr. Robert B. Anderson, whose business address is 410 East College
Boulevard, Roswell, New Mexico 88201, and (4) Mr. W. Phelps Anderson, whose
business address is 410 East College Boulevard,
<PAGE>
Page 7 of 18
Roswell, New Mexico 88201 (collectively, the "Reporting Persons"). The principal
business of Hondo is its ownership interest in the Common Stock of Hondo Oil &
Gas. Through its ownership interest in Hondo Oil & Gas, Hondo is engaged in
international oil and gas exploration and production.
The executive officers and directors of Hondo, their residence or
business addresses and their principal occupation or employment are as follows:
<PAGE>
Page 8 of 18
THE HONDO COMPANY
<TABLE>
<CAPTION>
Name and Position Principal
Held with Occupation
Hondo or Employment Business Address
- ----------------- ------------- ----------------
<S> <C> <C>
Robert O. Anderson Chairman 410 East College Blvd.
Co-Chairman, Director, Issuer Roswell, NM 88201
President
Robert B. Anderson Consultant 410 East College Blvd.
Director, Vice Roswell, NM 88201
President
W. Phelps Anderson Vice President 410 East College Blvd.
Director, Vice Hondo Roswell, NM 88201
President
R. W. Rowland Joint Managing Cheapside House
Co-Chairman, Director and 138 Cheapside
Director Joint Chief London, England
Executive EC2V 6BL
Lonrho Plc
John F. Price President 805 Third Avenue
Director Princess Hotels New York, NY 10022
R. E. Whitten Director Cheapside House
Director Lonrho Plc 138 Cheapside
London, England
EC2V 6BL
Richard W. Reese Vice President 410 East College Blvd.
Vice President Hondo Roswell, NM 88201
Ian Brownlow Vice President 410 East College Blvd.
Vice President and Treasurer Roswell, NM 88201
and Treasurer Hondo
S. H. Cavin Counsel 410 East College Blvd.
Secretary Hondo Roswell, NM 88201
</TABLE>
All of the executive officers and directors of Hondo are citizens of
the United States, except for Messrs. Rowland, Price, 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 October 10, 1994, are set forth below:
<PAGE>
Page 9 of 18
<TABLE>
<CAPTION>
Percentage
of Hondo
Hondo Shareholders Common Stock
- ---------------------- ------------
<S> <C>
Robert O. Anderson 39.990%*
Robert B. Anderson 5.005
W. Phelps Anderson 5.005
Lonrho, Inc. 50.000
</TABLE>
- ---------------
*An Option Agreement dated July 6, 1993, and described herein, relate to these
shares.
Robert O. Anderson is the father of Robert B. Anderson and W. Phelps
Anderson. The three of them are collectively referred to as the "Anderson
Family." 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 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 relating to the transfer and voting of the outstanding shares of Hondo
and the election of directors of Hondo.
Although the Anderson family and/or Hondo and/or the stockholders of
Hondo may be deemed to be a "group" under Rule 13d-5(b)(1) promulgated under the
Securities Exchange Act of 1934 (the "Exchange Act"), the Reporting Persons
disclaim the existence of such a group.
Information contained in this statement with respect to Lonrho Plc and
Lonrho, Inc. is provided in the event such group is deemed to exist and is to
the best knowledge and belief of the Reporting Persons.
The executive officers and directors of Lonrho, Inc., their residence
or business addresses and principal occupation or employment are as follows:
<PAGE>
Page 10 of 18
LONRHO, INC.
<TABLE>
<CAPTION>
Name and Position Principal
Held with Occupation
Lonrho, Inc. or Employment Business Address
- ----------------- ------------- ----------------
<S> <C> <C>
John F. Price President 805 Third Avenue
President and Princess Hotels New York, NY 10022
Director International, Inc.
James Evans Vice President- 805 Third Avenue
Controller Finance New York, NY 10022
Princess Hotels
International, Inc.
Rudolph H. Funke General Counsel 805 Third Avenue
Secretary Princess Hotels New York, NY 10022
International, Inc.
R. W. Rowland Joint Managing Cheapside House
Director Director and 138 Cheapside
Chief Executive London, England
Lonrho Plc EC2V 6BL
R. E. Whitten Director Cheapside House
Director Lonrho Plc 138 Cheapside
London, England
EC2V 6BL
</TABLE>
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, their residence or
business addresses and principal occupation or employment are as follows:
<PAGE>
Page 11 of 18
LONRHO PLC
<TABLE>
<CAPTION>
Name and Position Principal
Held with Occupation
Lonrho Plc or Employment Business Address
- ----------------- -------------- ----------------
<S> <C> <C>
M.J.J.R. Leclezio* Chairman Cheapside House
Chairman Lonrho Plc 138 Cheapside
London, England EC2V 6BL
R.W. Rowland Joint Managing Cheapside House
Joint Managing Director and 138 Cheapside
Director and Joint Joint Chief London, England EC2V 6BL
Chief Executive Executive
Lonrho Plc
D. Bock Joint Managing Cheapside House
Joint Managing Director and 138 Cheapside
Director and Joint Joint Chief London, England EC2V 6BL
Chief Executive Executive
Lonrho Plc
J. A. Hewlett Director Cheapside House
Director Lonrho Plc 138 Cheapside
London, England EC2V 6BL
S. E. Jonah Director Cheapside House
Director Lonrho Plc 138 Cheapside
London, England EC2V 6BL
N. J. Morrell Director Cheapside House
Director Lonrho Plc 138 Cheapside
London, England EC2V 6BL
J. L. Platts-Mills Director Cheapside House
Director Lonrho Plc 138 Cheapside
London, England EC2V 6BL
P. M. Tarsh Director Cheapside House
Director Lonrho Plc 138 Cheapside
London, England EC2V 6BL
R. E. Whitten Director Cheapside House
Director Lonrho Plc 138 Cheapside
London, England EC2V 6BL
Terence Wilkinson Director Cheapside House
Director Lonrho Plc 138 Cheapside
London, England EC2V 6BL
</TABLE>
<PAGE>
Page 12 of 18
<TABLE>
<S> <C> <C>
M. J. Pearce Company Secretary Cheapside House
Company Secretary Lonrho Plc 138 Cheapside
London, England EC2V 6BL
Peter Harper Director- Cheapside House
Non-Executive Parliamentary 138 Cheapside
Independent Affairs London, England EC2V 6BL
Director Hanson Plc
Sir John Leahy,* Retired Member Cheapside House
K.C.M.G. Diplomatic 138 Cheapside
Non-Executive Services London, England EC2V 6BL
Vice Chairman
Independent Director
Stephen Walls Chairman Cheapside House
Non-Executive Albert Fisher 138 Cheapside
Independent Group Plc London, England EC2V 6BL
Director
</TABLE>
_______________
*On October 31, 1994, Sir John Leahy, K.C.M.G., will replace M.J.J.R. Leclezio
(who is retiring) as Chairman of Lonrho Plc.
Mr. Leclezio is a citizen of Mauritius; Mr. Jonah is a citizen of
Ghana; Mr. 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.
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.
-------------------------------------------------
(a) Previously Reported Information: There has been no change in the
-------------------------------
source and amount of funds or other consideration or further sales made than had
been reported in the original Schedule 13D filing and its two amendments, as
highlighted below:
(i) Pursuant to an Exchange Agreement dated as of October 28, 1987
among Hondo, a wholly-owned subsidiary of Hondo (a company then known as Hondo
Oil & Gas) and the Issuer (then known as Pauley Petroleum Inc.), on January 19,
1988, the Issuer issued 10,000,000 shares of Common Stock to Hondo in exchange
for
<PAGE>
Page 13 of 18
Hondo's transfer to the Issuer of all of the outstanding stock of Hondo Oil &
Gas (Hondo Oil & Gas was subsequently merged into the Issuer).
(ii) In addition, on January 19, 1988, Hondo purchased 350,000 shares
of Common Stock at $20.00 per share (or an aggregate of $7,000,000) from William
R. Pagen under a Stock Purchase and Option Agreement dated as of December 14,
1987 executed by Mr. Pagen on January 19, 1988. The Stock Purchase and Option
Agreement also granted Hondo an option to purchase up to an additional 120,000
shares of Common Stock from Mr. Pagen, which option expired unexercised on
January 19, 1988.
(iii) During the period from December 21, 1987 through January 8,
1988, Hondo purchased an aggregate of 121,000 shares of Common Stock in open
market transactions at prices ranging from $14.50 to $18.00 (or an aggregate of
approximately $2,083,000).
Since September 14, 1992, Hondo has sold an aggregate of 320,800
shares of the Issuer's Common Stock under Rule 144 promulgated under the
Securities Act of 1933, as amended, and under a Registration Statement on Form
S-3 filed under such Act by the Issuer on behalf of Hondo.
Funds used by Hondo for the purchases of the Issuer's Common Stock
from Mr. Pagen and on the open market were borrowed from Union Bank under a
Credit Agreement dated January 12, 1988 (which, as amended to date, is
hereinafter referred to as the "Revolving Credit Agreement").
(b) Information Regarding Lonrho Plc Acquisition of Union Bank Loan: On
---------------------------------------------------------------
October 3, 1994, Lonrho Plc purchased from Union Bank for $40,000,000, and
received an assignment of, all of Union Bank's rights and obligations under the
Revolving Credit Agreement, the related Promissory Note issued by Hondo
thereunder (the "Note"), the Pledge Agreement dated July 24, 1990 between Hondo
and Union Bank (the "Pledge Agreement") and the guarantees of Lonrho Plc and
Robert O. Anderson of Hondo's obligations under the Revolving Credit Agreement,
the Note and the Pledge Agreement. The Pledge Agreement secured Hondo's
obligations under the Revolving Credit Agreement by a pledge of all shares of
Common Stock of the Issuer then or thereafter owned by Hondo, the Note and the
Pledge Agreement. Lonrho Plc obtained the funds used to consummate the purchase
from borrowings under available lines of credit from Lloyd's Bank.
The Revolving Credit Agreement entitled Hondo to borrow up to
$55,000,000 but required it to limit the aggregate unpaid principal amount of
loans to be outstanding from October 1, 1992 until September 30, 1993 to
$50,000,000 and thereafter until September 30, 1994 to $40,000,000, at which
time the remaining unpaid principal balance was to be repaid in full. The
Revolving
<PAGE>
Page 14 of 18
Credit Agreement provides for interest at Union Bank's "Reference Rate" plus
1-1/4% through March 31, 1991, 1-3/4% thereafter through September 30, 1993 and
3% thereafter through September 30, 1994. During any period that the loans are
not paid when due, the outstanding principal balance under the Revolving Credit
Agreement bears interest at Union Bank's Reference Rate plus 5-1/4% per annum.
As a result of the non-payment of certain amounts due on September 30,
1994 from Hondo under the Revolving Credit Agreement and the related Promissory
Note and the continued non-payment after 10 days of such amounts, both a
"Default" and an "Event of Default" exist under the Revolving Credit Agreement.
Lonrho Plc has reserved the right to exercise its rights and remedies provided
under the Pledge Agreement, including selling the pledged shares from time to
time and applying proceeds received therefrom to the payment of all obligations
of Hondo under the Revolving Credit Agreement, Note and Pledge Agreement,
inclusive of principal, interest, fees and expenses. Any surplus cash proceeds
and any shares not sold after the repayment of such amounts will revert to
Hondo. In this regard, Lonrho Plc has requested the Issuer to file, and the
Issuer is in the process of filing, a registration statement (or an amendment or
supplement to the registration statement heretofore filed on behalf of Hondo
Company which covered certain of the pledged shares) under the Securities Act of
1933, as amended, to enable the sale of the pledged shares. The effect of any
such sale will be to reduce the number of shares of Common Stock owned directly
by Hondo.
Item 4. Purpose of Transaction.
----------------------
The purpose of the acquisition of the shares of Common Stock by Hondo
in 1988 was to acquire control of Hondo Oil & Gas.
Hondo has previously reported that a Registration Statement on Form
S-3 has been filed and sales of 190,800 shares of Common Stock have taken place.
However, Hondo has no present plans or proposals which relate to or would result
in: (a) the acquisition of additional securities of the Issuer (although
Lonrho, Inc. and Lonrho Plc have stated that they retain the right, which they
may exercise at any time or from time to time, in their discretion, to acquire
directly shares of Common Stock, including the acquisition by Lonrho Plc of
shares in satisfaction of some or all of Hondo's obligations under the Revolving
Credit Agreement and additional shares of Common Stock from the Issuer in
payment of interest on certain obligations of the Issuer to Lonrho Plc) or the
disposition of securities of the Issuer (except that Lonrho Plc has stated that
it reserves the right to sell shares pledged to it under the Pledge Agreement or
to cause Hondo to sell such shares in order to cause the obligations of Hondo to
it under the Revolving Credit Agreement, Note and Pledge Agreement to be reduced
or paid in full, and, except for possible
<PAGE>
Page 15 of 18
dispositions by Hondo under a Registration Statement filed under the Securities
Act of 1933, as amended, by the Issuer covering sales of certain of such
shares), (b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, (c) a sale or transfer of a material amount of
assets of the Issuer or any of its subsidiaries (although Lonrho Plc has stated
that it reserves the right to enforce the rights granted to it by the Issuer
under certain mortgages securing certain loans from Lonrho Plc to the Issuer),
(d) any change in the present board of directors or management of the Issuer,
including any plans or proposals to change the number or term of directors or to
fill any existing vacancies on the board, (e) any material change in the present
capitalization or dividend policy of the Issuer, (f) any other material change
in the Issuer's business or corporate structure, (g) any changes in the Issuer's
charter, bylaws or instruments corresponding thereto or other actions which may
impede the acquisition of control of the Issuer by any person, (h) causing a
class of securities of the Issuer to be delisted from a national securities
exchange or cease to be authorized to be quoted in an inter-dealer quotation
system of a registered national securities association, (i) causing a class of
equity securities of the Issuer to become eligible for termination of
registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934
or (j) any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
------------------------------------
Hondo beneficially owns 10,150,200 shares of the Issuer's Common Stock
(the "Shares") or approximately 78% of the outstanding shares based on the
13,006,892 shares of Common Stock issued and outstanding on August 9, 1994.
By virtue of their shareholdings in Hondo, the Anderson Family,
Lonrho, Inc. and, indirectly, Lonrho Plc may be deemed to have beneficial
ownership of the shares of the Issuer's Common Stock owned by Hondo.
As a Default and an Event of Default exist under the Revolving Credit
Agreement, the Pledge Agreement affords Lonrho Plc, as pledgee of the Shares,
the sole power to vote the Shares (and apply any dividends received on the
Shares to the obligations owed by Hondo under the Revolving Credit Agreement,
the Note and the Pledge Agreement) and, if the outstanding loans under the
Revolving Credit Agreement are not paid, the sole right to dispose or direct the
disposition of such number of the Shares as is necessary to pay all amounts due
it under the Revolving Credit Agreement, the Note and the Pledge Agreement.
Under the Pledge Agreement, the Anderson Family has a first refusal right with
respect to any sale by Lonrho Plc of the Shares.
<PAGE>
Page 16 of 18
Lonrho, Inc., by virtue of its ownership interest in Hondo and the
Shareholders' Agreement (described below) to which the shareholders of Hondo are
a party (and Scottsdale Princess, Inc., by virtue of the Option Agreement
discussed below), may be deemed to share the right to direct the voting and
share the right to direct the disposition of the Shares with the Anderson Family
and Hondo (subject to the rights of Lonrho Plc under the Pledge Agreement).
Lonrho, Inc., the Anderson Family and Hondo are parties to a
Shareholders' Agreement dated October 17, 1986 (the "Shareholders' Agreement")
covering all of the outstanding shares of common stock of Hondo relating to the
rights of the shareholders of Hondo to vote and dispose of the shares of Hondo
owned by them. The Shareholders' Agreement does not directly relate to the
Shares. Among other things, the Shareholders' Agreement provides that the
Anderson Family, on the one hand, and Lonrho, Inc., on the other hand, shall
each vote for an equal number of designees of the other to serve as the Board of
Directors of Hondo. Since the management of Hondo is vested in its Board of
Directors (which may make determinations with respect to the voting, including
with respect to the election of directors of the Issuer, and disposition of the
Shares which Hondo may have the right to vote and dispose of), the ability of
the parties to the Shareholders' Agreement to elect the management of Hondo
gives them effective control over the voting and disposition of the Shares
(subject to the rights of Lonrho Plc under the Pledge Agreement).
Pursuant to an Option Agreement dated July 6, 1993 (the "Option
Agreement"), between Robert O. Anderson and Scottsdale Princess, Inc., Mr.
Anderson granted to Scottsdale Princess, Inc., a subsidiary of Lonrho, Inc., an
option to purchase at any time, or from time to time, on or before July 5, 1996,
approximately 25% of the issued and outstanding shares of common stock of Hondo
owned by Mr. Anderson. 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. If exercised in
full, Lonrho, Inc. and Scottsdale Princess, Inc. would own directly (and Lonrho
Plc would own indirectly) an aggregate of approximately 75% of the outstanding
shares of Hondo. By letter dated August 11, 1994 from Mr. Robert O. Anderson to
representatives of Lonrho Plc, Mr. Anderson has stated that no effort has been
made to fulfill the consideration that led to the granting of the Option
Agreement and that Mr. Anderson considers the Option Agreement null and void and
will refuse to honor it if called to do so. Lonrho replied on August 30, 1994,
that they considered the Option Agreement to be in full force and effect.
<PAGE>
Page 17 of 18
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
---------------------------------------------------------------------
to Securities of the Issuer.
- ---------------------------
Reference is made to Item 3(b) above for information with respect to
the Pledge Agreement relating to the Shares between Hondo and Union Bank which
was assigned by Union Bank to Lonrho Plc.
Reference is made to Item 5 above for information with respect to the
Option Agreement. Reference is also made to Item 5 above for information with
respect to the Shareholders' Agreement which, while not directly covering the
Shares, may (through their effect on the governance of Hondo, the record owner
of the Shares) indirectly affect the voting and disposition of, and division of
profits and losses from, the Shares.
Item 7. Material to be Filed as Exhibits.
--------------------------------
1. Second Amended and Restated Revolving Credit Agreement between The
Hondo Company and Union Bank, including as exhibits thereto the forms of the
Note, the Pledge Agreement and the Guarantees of Lonrho Plc and Robert O.
Anderson. (Incorporated by reference to Exhibit 4 of the Schedule 13D filed on
October 7, 1994 by Lonrho, Inc. and Scottsdale Princess, Inc.)
2. Shareholders' Agreement dated October 17, 1986 by and among Robert O.
Anderson, Robert B. Anderson, W. Phelps Anderson, Lonrho, Inc. and The Hondo
Company (then known as The Diamond A Cattle Company). (Incorporated by
reference to Exhibit 5 of the Schedule 13D filed on October 7, 1994 by Lonrho,
Inc. and Scottsdale Princess, Inc.)
3. Option Agreement dated as of July 6, 1993 between Robert O. Anderson
and Scottsdale Princess, Inc. (Incorporated by reference to Exhibit 6 of the
Schedule 13D filed on October 7, 1994 by Lonrho, Inc. and Scottsdale Princess,
Inc.)
Signatures
----------
Pursuant to Rule 13d-1.(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
13D is true, complete and correct.
<PAGE>
Page 18 of 18
THE HONDO COMPANY
By /s/ W. Phelps Anderson
____________________________
Its Vice President
_________________________
/s/ Robert O. Anderson
______________________________
ROBERT O. ANDERSON
/s/ W. Phelps Anderson
______________________________
W. PHELPS ANDERSON, AS
ATTORNEY-IN-FACT FOR ROBERT B.
ANDERSON
/s/ W. Phelps Anderson
______________________________
W. PHELPS ANDERSON
103850
