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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Schedule 13-D
Under the Securities Exchange Act of 1934
Amendment No. 4
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, President
The Hondo Company
410 East College Boulevard
Roswell, New Mexico 88201
(Person Authorized to Receive Notices and Communications)
March 1, 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.)
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CUSIP NO. 438138-10-9
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: 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
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CUSIP NO. 438138-10-9
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: BK
Response to Question 5: N/A
Response to Question 6: United States
Response to Question 7: -0-
Response to Question 8: 10,150,200
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: IN
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CUSIP NO. 438138-10-9
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: BK
Response to Question 5: N/A
Response to Question 6: United States
Response to Question 7: -0-
Response to Question 8: 10,150,200
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: IN
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CUSIP NO. 438138-10-9
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: BK
Response to Question 5: N/A
Response to Question 6: United States
Response to Question 7: -0-
Response to Question 8: 10,150,200
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: IN
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INTRODUCTION
The Hondo Company, Robert O. Anderson, Robert B. Anderson and W.
Phelps Anderson filed a Third Amendment to Schedule 13D on October 26, 1994 (the
"Third Amendment") with respect to the beneficial ownership of shares of Common
Stock of Hondo Oil & Gas Company. This Fourth Amendment to Schedule 13D is being
filed by The Hondo Company and Messrs. Anderson to amend and restate in its
entirety the Third Amendment.
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 (the "Lonrho Schedule 13D"), Lonrho Plc and Lonrho, Inc., along
with Scottsdale Princess, Inc. (collectively, "Lonrho") stated that each of them
had determined to report separately from, in lieu of filing jointly with, The
Hondo Company and 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.
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, 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.
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The executive officers and directors of Hondo, their residence or
business addresses and their principal occupation or employment are as follows:
Name and Position Principal Occupation Business
Held With Hondo or Employment Address
- ----------------- --------------------- ---------------------
Robert O. Anderson Chairman 410 East College Blvd.
Co-Chairman, Issuer Roswell, NM 88201
Director,
President
Robert B. Anderson Consultant 410 East College Blvd.
Director, Roswell, NM 88201
Vice President
W. Phelps Anderson Vice President 410 East College Blvd.
Director, Hondo Roswell, NM 88201
Vice 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. E. Cavin Counsel 410 East College Blvd.
Secretary Hondo Roswell, NM 88201
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 March 1, 1995, are set forth below:
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Percentage
Of Hondo
Hondo Shareholders Common Stock
- ------------------ ------------
Robert O. Anderson 39.990%*
Robert B. Anderson 5.005
W. Phelps Anderson 5.005
Lonrho, Inc. 50.000
*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:
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LONRHO, INC.
Name and
Position Held Principal Occupation Business
With Lonrho, Inc. or Employment Address
- ----------------- -------------------- --------------------
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
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:
LONRHO PLC
Name and
Position Held Principal Occupation Business
With Lonrho Plc or Employment Address
- --------------- -------------------- ------------------
Sir John Leahy, Retired Member Cheapside House
K.C.M.G., Diplomatic 138 Cheapside
Chairman Services London, England
EC2V 6BL
R. W. Rowland Joint Managing Cheapside House
Joint Managing Director and 138 Cheapside
Director and Joint Joint Chief London, England
Chief Executive Executive EC2V 6BL
Lonrho Plc
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Name and
Position Held Principal Occupation Business
With Lonrho Plc or Employment Address
- --------------- -------------------- ------------------
D. Bock Joint Managing Cheapside House
Joint Managing Director and 138 Cheapside
Director and Joint Joint Chief London, England
Chief Executive Executive EC2V 6BL
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
M.J. Pearce Company Secretary Cheapside House
Company Secretary Lonrho Plc 138 Cheapside
London, England
EC2V 6BL
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Name and
Position Held Principal Occupation Business
With Lonrho Plc or Employment Address
- --------------- -------------------- ------------------
Peter Harper Director Cheapside House
Non-Executive Parliamentary 138 Cheapside
Independent Director Affairs London, England
Hanson Plc EC2V 6BL
Stephen Walls Chairman Cheapside House
Non-Executive Albert Fisher 138 Cheapside
Independent Director Group Plc London, England
EC2V 6BL
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 first 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 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
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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).
(iv) 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 purportedly 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
"Pledged Shares"). Lonrho Plc obtained the funds used to consummate the
purported purchase from borrowings under available lines of credit from Lloyd's
Bank. As stated in more detail in Item 5 below, the Anderson Family has notified
Lonrho that the foregoing assignment is in violation of the Shareholders'
Agreement referred to therein.
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 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
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Agreement bears interest at Union Bank's Reference Rate plus 5-1/4% per annum.
Lonrho stated in the Lonrho Schedule 13D that it reserves the right to
declare an "Event of Default" and to exercise any rights and remedies it may
have 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. The Issuer has filed an amendment to the registration statement on
Form S-3 heretofore filed by the Issuer on behalf of Hondo under the Securities
Act of 1933, as amended, to enable the sale by Lonrho Plc of the Pledged Shares.
The effect of any such sale would be to reduce the number of shares of Common
Stock owned directly by Hondo, and through Hondo, indirectly by the Reporting
Persons. As stated in more detail in Item 5 below, the Anderson Family has
notified Lonrho that Lonrho is without legal authority to sell any shares of the
Issuer pursuant to such registration statement.
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, except as described in the succeeding paragraph, Hondo has no present
plans or proposals which relate to or would result in: (a) the acquisition of
additional securities of the Issuer or the disposition of securities of the
Issuer, (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, (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
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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.
In connection with the controversy between Lonrho and Mr. Robert
Anderson described below, Mr. Anderson has advised Lonrho that he believes it is
best for Hondo to sell its interest in Hondo Oil & Gas to a third party. Mr.
Anderson intends to actively seek to find a buyer for Hondo's interest in Hondo
Oil & Gas. There can be no assurance that Mr. Anderson will find a purchaser or
that any offer, if made, would be acceptable to Mr. Anderson or Lonrho.
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
13,039,776 shares of Common Stock issued and outstanding on January 3, 1995.
By virtue of their shareholdings in Hondo, the Anderson Family,
Lonrho, Inc. and, indirectly, Lonrho Plc may be deemed to have (i) beneficial
ownership of the Shares and (ii) shared voting power and shared dispositive
power as to the Shares.
Lonrho, Inc., the Anderson Family and Hondo are parties to a
Shareholders' Agreement dated October 17, 1986 (the "Shareholders' Agreement")
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.
Lonrho has stated in the Lonrho Schedule 13D that a default exists
under the Revolving Credit Agreement, which under 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
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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. On March 1, 1995, the Anderson Family notified Lonrho that the
assignment of the Revolving Credit Agreement, the Note and the Pledge Agreement
from Union Bank to Lonrho Plc violates the terms of the Shareholders' Agreement
and that as a result, Lonrho Plc is not entitled to exercise any rights under
the Pledge Agreement, including any right to vote or dispose of the Shares. On
March 1, 1995, the Anderson Family also notified Lonrho that Lonrho is without
legal authority to sell any shares pursuant to the registration statement
referred to in Item 3 above.
At the Annual Shareholders Meeting of the Issuer on February 23, 1995,
Lonrho Plc and Robert O. Anderson (on behalf of Hondo) each separately submitted
proxies voting the Shares. Lonrho Plc has informed the Issuer and Mr. Anderson
that Mr. Anderson's proxy is invalid and that Lonrho Plc has the right to vote
the Shares. On March 1, 1995, Mr. Anderson informed Lonrho Plc that Lonrho Plc's
proxy is invalid and demanded that Lonrho Plc withdraw its proxy. Each of Lonrho
Plc and Anderson voted all of the Shares for the nominees for directorships on
the Board of Directors of the Issuer that were recommended by the Board of
Directors of the Issuer and for the approval of the appointment of Ernst & Young
LLP as independent auditors of the Issuer. Consequently, while there is a
controversy over certain legal rights and the relationship of Lonrho and
Anderson, this controversy does not effect the election of directors or approval
of the appointment of auditors at the meeting.
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,
a number of shares of common stock of Hondo owned by Mr. Anderson which is equal
to approximately 25% of the issued and outstanding shares of common stock of
Hondo. 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 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.
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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. (Incorpo- rated by reference to Exhibit 4 of the Lonrho Schedule 13D.)
(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 Lonrho Schedule 13D.)
(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 Lonrho Schedule 13D.)
SIGNATURES
Pursuant to Rule 13d-1.(f)(l)(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
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information set forth in this Schedule 13D is true, complete and
correct.
THE HONDO COMPANY
By /s/ W. Phelps Anderson
------------------------------
Its Vice President
By /s/ Robert O. Anderson
------------------------------
ROBERT O. ANDERSON
By /s/ W. Phelps Anderson
------------------------------
W. PHELPS ANDERSON, AS
ATTORNEY-IN-FACT FOR ROBERT B.
ANDERSON
By /s/ W. Phelps Anderson
-----------------------------
W. PHELPS ANDERSON
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