SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
HONDO OIL & GAS COMPANY
------------------------------
(Name of Issuer)
Common Stock, $1 par value
------------------------------
(Title of class of securities)
438138-10-9
(CUSIP Number)
Rudolph H. Funke, Secretary
Lonrho, Inc.
805 Third Avenue
New York, New York 10022
---------------------------------------------------------
(Person Authorized to Receive Notices and Communications)
January 16, 1997
---------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [_]
Check the following box if a fee is being paid with the statement [_]. A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.
(See Rule 13d-7.)
Page 1 of 20 Pages
<PAGE>
CUSIP No. 438138-10-9 Page 2 of 20 Pages
Response to Question 1: Lonrho Plc
Response to Question 2: (a)
Response to Question 3: SEC USE ONLY
Response to Question 4: BK, OO
Response to Question 5: N/A
Response to Question 6: Great Britain
Response to Question 7: 0
Response to Question 8: 10,234,596 (shared with subsidiaries)
Response to Question 9: 0
Response to Question 10: 10,234,596 (shared with subsidiaries)
Response to Question 11: 10,234,596 (includes all shares owned by
all group members)
Response to Question 12: N/A
Response to Question 13: 74.3%
Response to Question 14: HC;CO
<PAGE>
CUSIP No. 438138-10-9 Page 3 of 20 Pages
Response to Question 1: Thamesedge Ltd.
Response to Question 2: (a)
Response to Question 3: SEC USE ONLY
Response to Question 4: OO
Response to Question 5: N/A
Response to Question 6: Great Britain
Response to Question 7: 783,396
Response to Question 8: 9,451,200 (shared with parent and subsidiaries)
Response to Question 9: 783,396
Response to Question 10: 9,451,200 (shared with parent and subsidiaries)
Response to Question 11: 10,234,596 (includes all shares owned by
all group members)
Response to Question 12: N/A
Response to Question 13: 74.3%
Response to Question 14: HC;CO
<PAGE>
CUSIP No. 438138-10-9 Page 4 of 20 Pages
Response to Question 1: Lonrho, Inc.
Response to Question 2: (a)
Response to Question 3: SEC USE ONLY
Response to Question 4: AF
Response to Question 5: N/A
Response to Question 6: Delaware
Response to Question 7: 0
Response to Question 8: 9,451,200 (shared with parents and a subsidiary)
Response to Question 9: 0
Response to Question 10: 9,451,200 (shared with parents and a subsidiary)
Response to Question 11: 9,451,200 (may be deemed to beneficially own all
10,234,596 shares owned by group)
Response to Question 12: X (excludes 783,396 shares owned by
parent, another group member)
Response to Question 13: 68.6% (group's percentage ownership is
74.3%)
Response to Question 14: HC; CO
<PAGE>
CUSIP No. 438138-10-9 Page 5 of 20 Pages
Response to Question 1: The Hondo Company
Response to Question 2: (1)
Response to Question 3: SEC USE ONLY
Response to Question 4: OO
Response to Question 5: N/A
Response to Question 6: New Mexico
Response to Question 7: 0
Response to Question 8: 9,451,200 (shared with parents)
Response to Question 9: 0
Response to Question 10: 9,451,200 (shared with parents)
Response to Question 11: 9,451,200 (may be deemed to own all 10,234,596
shares owned by group)
Response to Question 12: X (excludes 783,396 shares owned by
another group member)
Response to Question 13: 68.6% (group's percentage is 74.3%)
Response to Question 14: CO
<PAGE>
CUSIP No. 438138-10-9 Page 6 of 20 Pages
INTRODUCTION
------------
This statement is being filed jointly by Lonrho Plc, Thamesedge
Ltd., Lonrho, Inc. and The Hondo Company (collectively, the "Reporting Persons")
with respect to their beneficial ownership of shares of Common Stock of Hondo
Oil & Gas Company. Lonrho Plc is the parent of Thamesedge Ltd. ("Thamesedge")
and, through Thamesedge and Thamesedge's wholly-owned subsidiary, Lonrho, Inc.,
the parent of The Hondo Company.
Prior to October 7, 1994, Lonrho Plc, Lonrho, Inc. and The Hondo
Company filed a joint statement (and amendments thereto) on Schedule 13D with
Mr. Robert O. Anderson. Lonrho, Plc and Lonrho, Inc. determined to report
separately from, in lieu of filing jointly with, The Hondo Company and Mr.
Anderson. Accordingly, Lonrho Plc and Lonrho, Inc. filed, together with
Scottsdale Princess, Inc. (at the time an indirect wholly-owned subsidiary of
Lonrho, Plc and which, at the time, held an option to acquire shares of The
Hondo Company), a Schedule 13D on October 7, 1994 (the "Original Schedule 13D").
Since the Original Schedule 13D, The Hondo Company has been added as a Reporting
Person, while Scottsdale Princess, Inc. subsequently transferred its interest in
The Hondo Company and ceased being a Reporting Person. The Original Schedule
13D, as heretofore amended, is referred to collectively as the "Schedule 13D".
This Amendment No. 4 further amends the Schedule 13D.
All information contained in the Schedule 13D, as amended hereby,
concerning Messrs. Robert O. Anderson, W. Phelps Anderson and Robert B. Anderson
is to the best knowledge and belief of the Reporting Persons.
All terms used, but not defined, in this Amendment No. 4 are as
defined in the Schedule 13D as heretofore amended.
Item 2. Identity and Background.
------------------------
Appendix A to the Schedule 13D, which is incorporated by reference
in partial response to Item 2, is amended to read as set forth in Appendix A to
this Amendment.
Item 3. Source and Amount of Funds or other Consideration.
--------------------------------------------------
Paragraph (c) of Item 3 to the Schedule 13D is amended to add the
following:
(iv) On October 29, 1996, Hondo Company transferred 10,000 shares
of Common Stock in settlement of a claim.
(v) On January 16, 1997, Hondo Company transferred 150,290, 60,348,
60,348 and 29,014 (an aggregate of 300,000) shares of Common Stock to Robert O.
Anderson, Robert B. Anderson, W. Phelps Anderson and Sun Valley Energy
Corporation (a transferee of a portion of the
<PAGE>
CUSIP No. 438138-10-9 Page 7 of 20 Pages
Anderson Family's interest in Hondo Company), respectively, in partial
redemption of their interest in Hondo Company pursuant to the Second Amendment
to the Revised Settlement Agreement among Lonrho Plc, Lonrho, Inc., Scottsdale
Princess, Inc. and the Anderson Family. See paragraph (c) in Item 6.
Item 4. Purpose of Transaction.
-----------------------
Item 4 of the Schedule 13D is amended to read as follows:
The purpose of the acquisition of the shares of Common Stock by
Hondo Company in October 1987 was to acquire control of the Issuer under an
arrangement which effectively provided joint control of the Issuer by Lonrho Plc
and Lonrho, Inc., on the one hand, and the Anderson Family, on the other hand.
The other purchases of the Issuer's Common Stock reflected in Item 3 increased
the Reporting Persons' investment and interest in the Issuer's Common Stock. The
purpose of the Revised Settlement Agreement, as amended, discussed in paragraph
(c) of Item 6 is to, among other things, vest control of Hondo Company solely in
the Reporting Persons and provide a mechanism by which the interest of the
Anderson Family in Hondo Company may become a direct interest in a portion of
the Issuer's Common Stock held by Hondo Company .
No Reporting Person has any present plans or proposals which relate
to or would result in: (a) the acquisition of additional securities of the
Issuer (although the Reporting Persons 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 potential conversion by Thamesedge of
$13,500,000 of the indebtedness owed to Thamesedge by the Company and the
potential acquisition by Thamesedge of shares of Common Stock from the Issuer in
payment of interest on certain obligations of the Issuer to Thamesedge, each as
described in paragraph (b) of Item 6) or the disposition of securities of the
Issuer (except that (i) Hondo Company, as owner, and Thamesedge, as pledgee,
reserve the right to sell shares covered by a registration statement filed under
the Securities Act by the Issuer with respect to 3,609,200 shares of the
Issuer's Common Stock; (ii) Thamesedge reserves the right to sell shares covered
by other registration statements filed under the Securities Act by the Issuer
with respect to shares of the Issuer's Common Stock issued by the Issuer in
payment of interest on certain indebtedness owed it by the Issuer; (iii) under
the Revised Settlement Agreement, as amended, discussed in paragraph (c) of Item
6, certain shares owned by Hondo Company are expected to be transferred to the
Anderson Family as their interests in Hondo Company are redeemed and (iv) all
shares owned by the Reporting Persons could also be sold pursuant to Rule 144
under the Securities Act or another exemption from the registration provisions
of the Securities Act), (b) an extraordinary corporate transaction, such as a
merger, reorganization or liquidation of the Issuer, (c) a sale or transfer of a
material amount of assets of the Issuer or any of its subsidiaries (although
Thamesedge reserves the right to enforce the rights under certain mortgages and
a security interest held by it in the shares of the Issuer's subsidiary, Hondo
Magdalena Oil & Gas Limited, securing certain loans made to the Issuer discussed
in paragraph (b) of Item 6), (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 (except that
the Revised Settlement
<PAGE>
CUSIP No. 438138-10-9 Page 8 of 20 Pages
Agreement provides for Hondo Company to support Robert O. Anderson's election as
a director of the Issuer for five years from December 19, 1995; however, Mr.
Anderson has resigned as a director of the Issuer), (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, by-laws 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.
Lonrho Plc has announced that it intends to restructure its
operations, which may entail the divestiture of certain assets. Accordingly,
Lonrho Plc reserves the right to divest itself of all or part of its investment
in any of the Issuer's direct or indirect controlling stockholders or cause its
subsidiaries to divest themselves of all or part of their investment in the
Issuer.
Item 5. Interest in Securities of the Issuer.
-------------------------------------
Item 5 of the Schedule 13D is amended to read as follows:
Because of their ownership structure, the Reporting Persons may be
deemed a group within the meaning of Rule 13d-5 under the Exchange Act, and each
of the Reporting Persons may be deemed to be the beneficial owner, within the
meaning of Rule 13d-3 under the Exchange Act, of an aggregate of 10,234,598
shares of Common Stock of the Issuer, representing, based on the 13,776,194
shares of Common Stock which were issued and outstanding on December 6, 1996 as
reflected in the Issuer's Annual Report on Form 10-K for the year ended
September 30, 1996, approximately 74.3% of the outstanding shares of the
Issuer's Common Stock.
Hondo Company is the owner of record of 9,451,200 (68.6%) of the
Issuer's outstanding Common Stock and, therefore, may be deemed to have sole
voting and dispositive power over such shares. The shareholders of Hondo Company
and their approximate respective percentages of Hondo Company as of January 31,
1997 are set forth below:
Percentage of
Hondo Company
Hondo Company Shareholders Common Stock
-------------------------- ------------
Lonrho, Inc. 81.825%
The Anderson Family 18.175%
Lonrho, Inc., by virtue of its 81.825% ownership of Hondo Company,
may be deemed to have shared voting and dispositive power over the 9,451,200
(68.6%) of the Issuer's outstanding Common Stock owned of record by Hondo
Company.
<PAGE>
CUSIP No. 438138-10-9 Page 9 of 20 Pages
Thamesedge is the owner of record of 783,396 (5.7%) of the Issuer's
outstanding Common Stock and, therefore, may be deemed to have sole voting and
dispositive power over such shares and, by virtue of its ownership of Lonrho,
Inc. as a wholly-owned subsidiary, may be deemed to have shared voting and
dispositive power over the 9,451,200 (68.6%) of the Issuer's outstanding Common
Stock owned of record by Hondo Company.
Lonrho Plc, by virtue of its ownership of Thamesedge as a
wholly-owned subsidiary, may be deemed to have shared voting and dispositive
power over all 10,234,596 (74.3%) of the Issuer's outstanding Common Stock which
may be deemed beneficially owned by Thamesedge, Lonrho, Inc.
and Hondo Company.
On June 10, 1996, the interest of Scottsdale Princess, Inc. in
Hondo Company was transferred to Lonrho, Inc., and Scottsdale Princess Inc.
ceased having any direct or indirect interest in the Issuer's capital stock and,
accordingly, is no longer a Reporting Person.
See Item 3 for information concerning the Reporting Person's
transactions in the Issuer's Common Stock. See also paragraph (b)(i) of Item 6
with respect to the proposed submission to the Issuer's shareholders of a
proposal which, if approved, would enable Thamesedge to convert $13.5 million of
debt owed to Thamesedge by the Company into shares of the Issuer's Common Stock
at a conversion price of $12.375 per share (an aggregate of 1,090,909 shares).
Such shares are not included in the above shares beneficially owned by the
Reporting Persons at this time as such conversion right is subject to approval
by the disinterested stockholders of the Issuer.
See paragraph (c) of Item 6 with respect to the rights of the
Anderson Family to require Hondo Company to redeem, and the right of Hondo
Company to redeem, the Anderson Family's remaining interest in Hondo Company in
exchange for 800,000 shares of the Issuer's Common Stock owned by the Anderson
Family.
Item 6. Contracts, Arrangements, Understandings or Relationships
--------------------------------------------------------
with Respect to Securities of the Issuer.
-----------------------------------------
Item 6 of the Schedule 13D is amended to read as follows:
(a) Reference is made to Item 3 above for information with respect
to the Pledge Agreement between Hondo Company and Union Bank relating to shares
of the Issuer's Common Stock owned by Hondo Company which pledge was assigned by
Union Bank to Lonrho Plc. On March 29, 1996, the indebtedness of Hondo Company
secured by this pledge was assigned by Lonrho Plc to Thamesedge and,
accordingly, Thamesedge became the pledgee of such shares.
(b) The Issuer has, at times, incurred indebtedness to Lonrho Plc,
Thamesedge and other affiliates of Lonrho Plc. On March 29, 1996, all of the
Issuer's indebtedness to Lonrho Plc was assigned to Thamesedge and, accordingly,
such amounts are now due Thamesedge.
<PAGE>
CUSIP No. 438138-10-9 Page 10 of 20 Pages
(i) On November 30, 1988, Thamesedge purchased a
$75,000,000 13.5% Senior Note, due in 1998, from the Issuer in a private
placement. As noted below, the interest rate applicable to this debt is
presently 6% per annum. In December 1995, Thamesedge agreed to extend the
mandatory redemption dates of the Note to November 1, 1997 and November 1, 1998,
with one half of the aggregate principal amount outstanding on November 1, 1997
due on each such date, plus accrued interest. The entire Note is secured by a
mortgage on certain real estate owned by the Issuer. On December 13, 1996, the
Issuer and Thamesedge agreed, among other things, that (i) the aggregate
principal amount of the Note, plus accrued interest, is to be payable on January
1, 1998, and (ii) subject to approval by the Issuer's stockholders, Thamesedge
will have the option to convert $13,500,000 of the principal amount of this Note
into shares of Common Stock of the Issuer at a conversion price of $12.375 (110%
of the closing price of the Issuer's Common Stock on the American Stock Exchange
on December 11, 1996). If the conversion option is not approved by the Company's
stockholders, the interest rate on such $13,500,000 will become 13.5% per annum
(the original interest rate applicable to the Note). At September 30, 1996, the
outstanding principal amount due on this Note was approximately $36,362,000
(including , as discussed below, accrued interest through September 30, 1993
which was added to principal), and accrued interest was approximately
$1,100,000.
(ii) On September 1, 1991, November 1, 1991 and
December 20, 1991, Lonrho Plc, Thamesedge and other affiliates of Lonrho Plc
loaned the Issuer an aggregate of $32,000,000. At the time the loans were made
the interest rate was similar to that applicable to the Issuer's former working
capital loan with a bank for its refining and marketing operations. On October
18, 1994, the Company paid Lonrho Plc $5,000,000 to repay a portion of the loans
made in calendar 1991. At the same time, Lonrho provided a $5,000,000 loan
facility to the Issuer, upon similar terms as these loans. In December 1995, the
lenders agreed to extend the maturity date of these loans to October 1, 1997. As
noted below, the interest rate applicable to these loans is presently 6% per
annum. On December 13, 1996, the Issuer and Thamesedge agreed that the principal
amount of these loans, plus accrued interest, is to be payable on January 1,
1998. At September 30, 1996, the outstanding principal amount due on these loans
was approximately $36,200,000 (including, as discussed below, accrued interest
through September 30, 1993 which was added to principal), and accrued interest
was approximately $1,100,000.
(iii) On April 30, 1993, Lonrho Plc loaned to the
Issuer an additional $3,000,000 and, as security, the Issuer granted to Lonrho
Plc a mortgage on certain real property. On June 25, 1993, Lonrho Plc and
Thamesedge agreed to loan the Issuer an additional $4,000,000 (all of which has
been advanced) and, as security, the Issuer granted to Lonrho Plc a mortgage on
certain other real property. In December 1995, the lenders agreed to extend the
maturity of each note so that each is payable on the earlier of (i) the sale of
the property securing the respective note or (ii) in ten semi-annual
installments commencing on October 1, 1997. As noted below, the interest rate
applicable to these loans is presently 6% per annum. On December 13, 1996,
Thamesedge, the Issuer and a subsidiary of the Issuer agreed that the payment of
the installments of principal amount of these loans would begin on January 1,
1998 (in lieu of October 1, 1997). At September 30, 1996, the outstanding
principal amounts due on these loans were approximately $3,277,000 and
$4,271,000,
<PAGE>
CUSIP No. 438138-10-9 Page 11 of 20 Pages
respectively (including, as discussed below, accrued interest through September
30, 1993 which was added to principal), and accrued interest was approximately
$100,000 and $130,000, respectively.
(iv) Thamesedge and the Issuer have entered into a
Revolving Credit Agreement dated as of June 28, 1996, under which the Issuer may
borrow up to $13.5 million from Thamesedge until June 30, 1997. On December 13,
1996, the Issuer and Thamesedge agreed that the maturity date of the
indebtedness outstanding under the Revolving Credit Agreement would be extended
to January 1, 1998 from June 30, 1997. The Revolving Credit Agreement also
provides for potential mandatory prepayments from "free cash flow", as defined.
Loans bear interest at the rate of 13% per annum. While no borrowings were
outstanding under this line of credit at September 30, 1996, $6,000,000 of
borrowings were outstanding under this line of credit at December 31, 1996.
On December 18, 1992, Lonrho Plc and Thamesedge agreed to defer
interest and certain principal payments on loans then outstanding. On December
18, 1993, Lonrho Plc and Thamesedge agreed to add accrued interest at September
30, 1993 to principal and reduce the interest rate on each of the loans
described in (i) - (iii) above to 6% per annum effective September 30, 1993 and
defer principal payments on the loans. As consideration for the deferral of
interest and principal payments, on December 18, 1992, the Issuer granted Lonrho
Plc a 5% share of the Issuer's net profits, as defined, under the Opon
Association Contract pursuant to which a wholly-owned subsidiary of the Issuer
is participating in the exploration and development of oil and gas in the Middle
Magdalena Basin, about 125 miles north of Bogota, Columbia. Following the final
payment of the foregoing indebtedness, Lonrho Plc's share of such net profits
will be decreased by one-half. Lonrho Plc may transfer to Thamesedge its rights
in and to such share of the Issuer's net profit.
Thamesedge (and Lonrho Plc with respect to indebtedness assigned to
Thamesedge) and the Issuer have agreed that, if the Issuer does not have
sufficient cash resources to pay interest on any of the foregoing indebtedness
when due, then the Issuer may offer to pay such interest in shares of its Common
Stock valued at their market price on the day the interest is due. Thereupon
Thamesedge may either accept such offer or add the amount of interest then due
to the remaining outstanding principal balance of the applicable obligation. See
Item 3 for information concerning shares of the Issuer's Common Stock that have
been issued to Lonrho Plc and Thamesedge pursuant to this arrangement.
As part of the agreement entered into on December 13, 1996
described above among Thamesedge, the Issuer and certain subsidiaries of the
Issuer, the Issuer granted to Thamesedge (in addition to any other security
described above), as security for all of the loans described above (other than
the $13,500,000 of indebtedness described in (i) above which is proposed to be
convertible into Common Stock), a security interest in all of the shares of the
Issuer's subsidiary, Hondo Magdalena Oil & Gas Limited.
(c) On December 20, 1995, the Reporting Persons (other than
Thamesedge) and Scottsdale Princess, Inc. and the members of the Anderson Family
entered into a Revised Settlement Agreement (as amended on January 5, 1996 and
May 14, 1996, the "Revised Settlement Agreement")
<PAGE>
CUSIP No. 438138-10-9 Page 12 of 20 Pages
to replace a Settlement Agreement dated August 23, 1995 between them. The
following summary of the Revised Settlement Agreement is qualified in its
entirety by reference thereto (which appears as Exhibits 10 and 11 to Amendment
No. 2 to this Schedule and Exhibit No. 12 to Amendment No. 3 to this Schedule).
Under the Revised Settlement Agreement, on January 5, 1996, among other things,
(i) Scottsdale Princess, Inc. exercised its right under the Option Agreement
dated as of July 6, 1993 between Robert O. Anderson and Scottsdale (and reported
in the Original Schedule 13D) to acquire 25% of the issued and outstanding
Common Stock of Hondo Company from Mr. Anderson, increasing the then ownership
of the Reporting Persons in Hondo Company to 75% and decreasing the ownership
interest of the Anderson Family in Hondo Company to 25% (the interest of
Scottsdale Princess, Inc. in Hondo Company was subsequently transferred to
Lonrho, Inc.); (ii) the Shareholders' Agreement dated October 17, 1986 among
Lonrho, Inc., the Anderson Family and Hondo Company, which (while not directly
related to the Issuer's Common Stock held by Hondo Company) required Lonrho,
Inc., on the one hand, and the Anderson Family, on the other hand, to designate
an equal number of directors of Hondo Company, became null and void, thus
enabling Lonrho, Inc. (as majority shareholder of Hondo Company) to elect all of
Hondo Company's directors and control Hondo Company's policies; (iii) Lonrho Plc
loaned Hondo Company $9,500,000 and Hondo Company repaid loans due to the
Anderson Family in the same amount and Robert O. Anderson was released from all
his guaranties of indebtedness of Hondo Company and the Issuer to Lonrho Plc;
(iv) all litigation between the parties to the Revised Settlement Agreement was
discontinued with prejudice; (v) the Anderson Family agreed that their 25%
interest in Hondo Company was to be exchanged for 1,200,000 shares of Common
Stock of the Issuer which they, acting solely through Robert O. Anderson, would
have the right to call at the rate of 400,000 shares annually for three
consecutive years beginning January 5, 1997 against delivery to Hondo Company
for redemption of one-third annually of their aggregate 25% interest in Hondo
Company, while Hondo Company has the right, beginning January 5, 1999, to put to
the Anderson Family so much of the 1,200,000 registered shares of Common Stock
of the Issuer which the members of the Anderson Family have not previously
required Hondo Company to transfer in exchange for their remaining interest in
Hondo Company; and (vi) Hondo Company agreed to support Robert O. Anderson's
election as a director of the Issuer for five years from December 20, 1995;
however, Mr. Anderson subsequently resigned as a director of the Issuer. Hondo
Company agreed to cause the Issuer to file a registration statement (or a
post-effective amendment to an existing registration statement) under the
Securities Act covering the resale of the Issuer's shares of Common Stock
deliverable to the Anderson Family (or a pledgee of the Anderson Family), use
its best efforts to cause such registration statement to be declared effective
no later than January 5, 1997 and to maintain such registration statement until
January 5, 2000.
On May 14, 1996, the parties to the Revised Settlement Agreement
entered into a Second Amendment to Revised Settlement Agreement pursuant to
which, among other things, on May 14, 1996 and January 16, 1997 Hondo Company
redeemed from the Andersons (and a transferee) the first one-third of the
Andersons' interest in Hondo Company in exchange for an aggregate of 400,000
shares of Common Stock owned by Hondo Company.
<PAGE>
CUSIP No. 438138-10-9 Page 13 of 20 Pages
Item 7. Material to be filed as Exhibits.
---------------------------------
Item 7 of the Schedule 13D is amended to add the following exhibit:
13. Letter Agreement dated December 13, 1996 by and among Thamesedge,
the Issuer, Via Verde Development Company and Newhall Refining Co.,
Inc. (incorporated by reference to Exhibit 10.15 to the Issuer's
Annual Report on Form 10-K for the year ended September 30, 1996,
File No. 1-8979).
<PAGE>
CUSIP No. 438138-10-9 Page 14 of 20 Pages
SIGNATURES
After reasonable inquiry and to the best of the knowledge and
belief of the undersigned, the undersigned certify that the information set
forth in this Statement is true, complete and correct.
Dated: February 6, 1997
Lonrho Plc
By: /s/ John F. Price
----------------------
John F. Price
Under Power of Attorney
dated October 6, 1994
Thamesedge Ltd.
By: /s/ John F. Price
----------------------
John F. Price
Under Power of Attorney
Dated: January 8, 1996
Lonrho, Inc.
By: /s/ John F. Price
----------------------
John F. Price, President
The Hondo Company
By: /s/ John F. Price
----------------------
John F. Price, President
<PAGE>
CUSIP No. 438138-10-9 Page 15 of 20 Pages
APPENDIX A
I. Lonrho Plc
Set forth below are the name, present principal occupation or
employment, business address and citizenship of each director and executive
officer of Lonrho Plc.
<TABLE>
<CAPTION>
Name and Principal
Position held Occupation
with Lonrho Plc or Employment Business Address Citizenship
- --------------- ------------- ---------------- -----------
<S> <C> <C> <C>
Sir John Leahy, Non-Executive Four Grosvenor Place United Kingdom
K.C.M.G. Chairman London, SW1X 7DL,
Non-Executive Chairman Lonrho Plc England
D. Bock Member of Four Grosvenor Place Germany
Non-Executive Supervisory London, SW1X 7DL,
Deputy Chairman Board England
and Director Alvanta Management AG
S.E. Jonah Director Four Grosvenor Place Ghana
Director Lonrho Plc London, SW1X 7DL,
England
N.J. Morrell Director Four Grosvenor Place United Kingdom
Director Lonrho Plc London, SW1X 7DL,
England
J.L. Platts-Mills Director Four Grosvenor Place United Kingdom
Director Lonrho Plc London, SW1X 7DL,
England
R.E. Whitten Director Four Grosvenor Place United Kingdom
Director Lonrho Plc London, SW1X 7DL,
England
Terence Wilkinson Director Four Grosvenor Place South Africa
Director Lonrho Plc London, SW1X 7DL,
England
</TABLE>
<PAGE>
CUSIP No. 438138-10-9 Page 16 of 20 Pages
<TABLE>
<CAPTION>
Name and Principal
Position held Occupation
with Lonrho Plc or Employment Business Address Citizenship
- --------------- ------------- ---------------- -----------
<S> <C> <C> <C>
M.J. Pearce Company Secretary Four Grosvenor Place United Kingdom
Company Secretary Lonrho Plc London, SW1X 7DL,
England
Peter Harper Director- Four Grosvenor Place United Kingdom
Non-Executive Parliamentary London, SW1X 7DL,
Independent Director Affairs England
Hanson Plc
Stephen Walls Chairman Four Grosvenor Place United Kingdom
Non-Executive Albert Fisher London, SW1X 7DL,
Independent Director Group Plc England
Timothy Wadeson Technical Director Four Grosvenor Place South Africa
Non-Executive Director Anglo American London SWIX 7DL,
Corporation of England
South Africa Ltd
</TABLE>
<PAGE>
CUSIP No. 438138-10-9 Page 17 of 20 Pages
II. Thamesedge Ltd.
Set forth below are the names, present principal occupation or
employment, business address and citizenship of each director and executive
officer of Thamesedge.
<TABLE>
<CAPTION>
Name and Principal
Position held Occupation
with Thamesedge or Employment Business Address Citizenship
- --------------- ------------- ---------------- -----------
<S> <C> <C> <C>
R.E. Whitten Director Four Grosvenor Place United Kingdom
Director Lonrho Plc London, SW1X 7DL,
England
N.J. Morrell Director Four Grosvenor Place United Kingdom
Director Lonrho Plc London, SW1X 7DL,
England
J.L. Platts-Mills Director Four Grosvenor Place United Kingdom
Director Lonrho Plc London, SW1X 7DL,
England
D. Bock Member of Four Grosvenor Place Germany
Director Supervisory London, SW1X 7DL,
Board England
Alvanta Management AG
</TABLE>
<PAGE>
CUSIP No. 438138-10-9 Page 18 of 20 Pages
III. Lonrho Inc.
Set forth below are the name, present principal occupation or
employment, business address and citizenship of each director and executive
officer of Lonrho, Inc.
<TABLE>
<CAPTION>
Name and Principal
Position held Occupation
with Lonrho Inc. or Employment Business Address Citizenship
- ---------------- ------------- ---------------- -----------
<S> <C> <C> <C>
John F. Price President 805 Third Avenue United States
President and Princess Hotels New York, New York
Director International, Inc. 10022
James E.M. Evans Vice President- 805 Third Avenue United States
Vice President-Finance Finance New York, New York
and Treasurer Princess Hotels 10022
International, Inc.
Rudolph H. Funke General Counsel 805 Third Avenue United States
Secretary Princess Hotels New York, New York
International, Inc. 10022
R.E. Whitten Director Four Grosvenor Place United Kingdom
Director Lonrho Plc London, SW1X 7DL,
England
Vincent Carrozza Regional Vice P.O. Box 1351 United States
Director President Acapulco, GRO
Princess Hotels 39300 Mexico
International, Inc.
</TABLE>
<PAGE>
CUSIP No. 438138-10-9 Page 19 of 20 Pages
IV. Hondo Company
Set forth below are the names, present principal occupation or
employment, business address and citizenship of each director and executive
officer of Hondo Company.
<TABLE>
<CAPTION>
Name and Principal
Position held Occupation
with Hondo Company or Employment Business Address Citizenship
- ------------------ ------------- ---------------- -----------
<S> <C> <C> <C>
John F. Price President 805 Third Avenue United States
President and Princess Hotels New York, New York
Director 10022
Richard W. Reese Vice President 410 East College Blvd. United States
Vice President Hondo Company Roswell, New Mexico
S.H. Cavin Counsel 410 East College Blvd. United States
Secretary Hondo Company Roswell, New Mexico
D. Bock Managing Director Four Grosvenor Place Germany
Managing and Chief London, SW1X 7DL,
Director Executive England
Lonrho Plc
R.E. Whitten Director Four Grosvenor Place United Kingdom
Director Lonrho Plc Four Grosvenor Place
London, SW1X 7DL,
England
</TABLE>
<PAGE>
CUSIP No. 438138-10-9 Page 20 of 20 Pages
EXHIBIT 1
The undersigned agree that the statement on Schedule 13D to which
this Agreement is attached is filed on behalf of each of them.
Dated: February 6, 1997
Lonrho Plc
By: /s/ John F. Price
--------------------------
John F. Price
Under Power of Attorney
dated October 6, 1994
Thamesedge Ltd.
By: /s/John F. Price
--------------------------
John F. Price
Under Power of Attorney
Dated January 8, 1996
Lonrho, Inc.
By: /s/ John F. Price
--------------------------
John F. Price, President
The Hondo Company.
By: /s/ John F. Price
--------------------------
John F. Price, President
