SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)
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)
September 18, 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 [_]
Page 1 of 32 Pages
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CUSIP No. 438138-10-9 Page 2 of 32 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: England
Response to Question 7: 0
Response to Question 8: 10,525,505 (shared with subsidiaries)
Response to Question 9: 0
Response to Question 10: 10,525,505 (shared with subsidiaries)
Response to Question 11: 10,525,505 (includes all shares owned by
all group members)
Response to Question 12: N/A
Response to Question 13: 70.7%
Response to Question 14: HC;CO
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CUSIP No. 438138-10-9 Page 3 of 32 Pages
Response to Question 1: London Australian & General Property
Company Limited
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: England
Response to Question 7: 1,874,305 (includes 1,090,909 shares
subject to a right to
convert certain debt)
Response to Question 8: 8,651,200 (shared with subsidiary)
Response to Question 9: 1,874,305 (includes 1,090,909 shares
subject to a right to convert
certain debt)
Response to Question 10: 8,651,200 (shared with subsidiary)
Response to Question 11: 10,525,505 (includes all shares owned by
all group members)
Response to Question 12: X
Response to Question 13: 70.7%
Response to Question 14: HC; CO
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CUSIP No. 438138-10-9 Page 4 of 32 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: 8,651,200 (shared with parents and a
subsidiary)
Response to Question 9: 0
Response to Question 10: 8,651,200 (shared with parents and a
subsidiary)
Response to Question 11: 8,651,200 (may be deemed to beneficially
own all 10,525,505 shares
owned by group)
Response to Question 12: X (excludes 1,874,305 shares
deemed beneficially owned by
parent)
Response to Question 13: 62.7% (group's percentage ownership
is 70.7%)
Response to Question 14: HC; CO
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CUSIP No. 438138-10-9 Page 5 of 32 Pages
Response to Question 1: The Hondo Company
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: New Mexico
Response to Question 7: 8,651,200
Response to Question 8: 0
Response to Question 9: 8,651,200
Response to Question 10: 0
Response to Question 11: 8,651,200 (may be deemed to beneficially
own all 10,525,505 shares
owned by group)
Response to Question 12: X (excludes 1,874,305 shares
deemed beneficially owned by
other group members)
Response to Question 13: 62.7% (group's percentage is 70.7%)
Response to Question 14: HC; CO
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CUSIP No. 438138-10-9 Page 6 of 32 Pages
INTRODUCTION
This statement is being filed jointly by Lonrho Plc, London
Australian & General Property Company Limited, 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.
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, Thamesedge
Ltd.("Thamesedge") and London Australian & General Property Company were added
as Reporting Persons. Scottsdale Princess, Inc. ("Scottsdale Princess")
subsequently transferred its interest in The Hondo Company and ceased being a
Reporting Person. Also, since the filing of Amendment No. 5, all of the shares
of the Issuer's Common Stock and all of the debt of the Issuer (including debt
convertible into the Issuer's Common Stock) owned by Thamesedge has been
transferred to London Australian & General Property Company, an indirect
wholly-owned subsidiary of Lonrho Plc. Accordingly, this Amendment No. 6, among
other things, removes Thamesedge as a Reporting Person and adds London
Australian & General Property Company Limited as a Reporting Person. The
Original Schedule 13D, as heretofore amended, is referred to collectively as the
"Schedule 13D". This Amendment No. 6 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. 6 are as
defined in the Schedule 13D as heretofore amended.
Item 2. Identity and Background.
-----------------------
Item 2 of the Schedule 13D is amended to read as follows:
This statement is being filed by (a) Lonrho Plc, a corporation
organized under the laws of England, the principal business office of which is
located at Four Grosvenor Place, London, SW1X 7DL, England; (b) London
Australian & General Property Company Limited, a corporation organized
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CUSIP No. 438138-10-9 Page 7 of 32 Pages
under the laws of England, the principal business office of which is located at
Four Grosvenor Place, London SW1X 7DL ("LAGP"); (c) Lonrho, Inc., a Delaware
corporation, the principal business office of which is located at 805 Third
Avenue, New York, New York 10022; and (d) The Hondo Company, a New Mexico
corporation, the principal business office of which is located at 410 East
College Boulevard, Roswell, New Mexico 88201 ("Hondo Company"). Lonrho Plc,
LAGP, Lonrho, Inc. and Hondo Company are referred to herein collectively as the
"Reporting Persons."
Lonrho Plc is 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 and the ownership and
management of property and hotels.
LAGP, an indirect wholly-owned subsidiary of Lonrho Plc, is an
investment holding company.
Lonrho, Inc., a wholly-owned subsidiary of LAGP, is a holding company
for the shares of The Hondo Company.
Hondo Company, a wholly-owned subsidiary of Lonrho, Inc., is a
holding company for the shares of the Issuer.
As a result of their common control relationship, the Reporting
Persons, 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 name, business address, present principal occupation or
employment, and the name, principal business and address of any corporation or
other organization in which such employment is conducted, of each executive
officer and director of the Reporting Persons are set forth in Appendix A
hereto, and incorporated herein by reference.
During the last five years, none of the Reporting Persons nor, to the
best knowledge of the Reporting Persons, any person named in Appendix A hereto
has been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is 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.
To the best knowledge and belief of the Reporting Persons, the
citizenship of each person named in Appendix A is set forth in Appendix A
hereto, and is incorporated herein by reference.
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CUSIP No. 438138-10-9 Page 8 of 32 Pages
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
Paragraph (a) of Item 3 to the Schedule 13D is amended to add the
following item:
(vii) See paragraph (b)(i) of Item 6 with respect to LAGP's option to
convert $13,500,000 of debt owed to it by the Issuer into shares of the Issuer's
Common Stock at a conversion price of $12.375 per share (an aggregate of
1,090,909 shares) and, subject to approval by the Issuer's stockholders at their
next annual meeting, the option to convert an additional $7,000,000 of such debt
into shares of the Issuer's Common Stock at a conversion price of $7.70 per
share (an aggregate of 909,090 additional shares).
Paragraph (a) of Item 3 to the Schedule 13D is further amended to add
the following to the end thereof:
The funds for Thamesedge's purchase of $75,000,000 13.5% Senior Note
described in paragraph (b)(i) of Item 6, which has been assigned to LAGP and
which is partially convertible at the option of LAGP into shares of the Issuer's
Common Stock, as described above and in paragraph (b)(i) of Item 6, was borrowed
from Lonrho Plc. LAGP acquired the entire $75,000,000 of such debt from
Thamesedge as an intercompany transfer.
Paragraph (b) of Item 3 to the Schedule 13D is amended to add the
following:
(iii) On August 29, 1997, Thamesedge transferred all 753,396 shares
of the Issuer's Common Stock (as well as all debt owed to it by the Issuer) to
LAGP.
Paragraph (c) of Item 3 to the Schedule 13D is amended to add the
following:
(v) On September 18, 1997, Hondo Company transferred 509,710, 145,145
and 145,145 (an aggregate of 800,000) shares of Common Stock to Robert O.
Anderson, Robert B. Anderson and W. Phelps Anderson, respectively, in as final
redemption of their interest in Hondo Company pursuant to the Third Amendment to
the Revised Settlement Agreement among Lonrho Plc, Lonrho, Inc., Scottsdale
Princess, Inc. and the Anderson Family. See paragraph (c) in Item 6.
Paragraph (d) of Item 3 to the Schedule 13D is amended to read as
follows:
(d) 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 Company thereunder (the "Note"), the Pledge Agreement dated July
24, 1990 between Hondo Company and Union Bank (the "Pledge Agreement") and the
guarantees of Lonrho Plc and Robert O. Anderson of Hondo Company's obligations
under the Revolving Credit Agreement, the Note and the Pledge Agreement. The
Pledge Agreement secured Hondo Company's obligations under the Revolving Credit
Agreement, the Note
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CUSIP No. 438138-10-9 Page 9 of 32 Pages
and the Pledge Agreement by a pledge of all shares of Common Stock of the Issuer
then or thereafter owned by Hondo Company. Lonrho Plc obtained the funds used to
consummate the purchase from borrowings under available lines of credit from
Lloyd's Bank. On March 29, 1996, the indebtedness of Hondo Company (and related
instruments) to Lonrho Plc was assigned to Thamesedge and on August 29, 1997
Thamesedge assigned the indebtedness and related instruments to LAGP.
Accordingly, all rights of Lonrho Plc and Thamesedge are now rights of LAGP.
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, through Hondo
Company, 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 was 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 could become a direct
interest in a portion of the Issuer's Common Stock held by Hondo Company .
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. In this regard, on October 9, 1997, Lonrho Plc retained Morgan Stanley &
Co. Incorporated to assess and implement strategic alternatives with respect to
the Reporting Person's investment in the Issuer. Such strategic alternatives
could include, without limitation, a possible recapitalization of the Issuer or
a sale or business combination involving the Issuer or the Reporting Persons'
equity interest in the Issuer (including the sale or assumption of the Issuer's
debt obligations to the Reporting Persons). (See Item 6).
Except therefor and except as noted below, 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
as a result of the potential conversion by LAGP of up to $20,500,000 of the
indebtedness owed to it by the Issuer and the potential acquisition by LAGP of
shares of Common Stock from the Issuer in payment of interest on certain
obligations of the Issuer to LAGP, each as described in paragraph (b) of Item 6)
or the disposition of securities of the Issuer (except as discussed in the
preceding paragraph and except that
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CUSIP No. 438138-10-9 Page 10 of 32 Pages
(i) Hondo Company, as owner, and LAGP, 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) LAGP
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 to Thamesedge (and transferred by Thamesedge
to LAGP) in payment of interest on certain indebtedness at the time owed it by
the Issuer; and (iii) 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 LAGP 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, (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.
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 10,525,505
shares of Common Stock of the Issuer (assuming the conversion by LAGP of
$13,500,000 of the indebtedness owed to LAGP by the Issuer which is, as
discussed in paragraph (b)(i) of Item 6, convertible into 1,090,909 shares of
the Issuer's Common Stock), representing (based on the 13,788,424 shares of
Common Stock which were issued and outstanding on September 30, 1997 and
assuming the conversion by LAGP of such $13,500,000 of the indebtedness),
approximately 70.7% of the shares of the Issuer's Common Stock that would have
been outstanding on September 30, 1997.
Hondo Company is the owner of 8,651,200 (62.7%) of the Issuer's
outstanding Common Stock and, therefore, may be deemed to have sole voting and
dispositive power over such shares
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CUSIP No. 438138-10-9 Page 11 of 32 Pages
Lonrho, Inc., by virtue of its ownership of Hondo Company as a
wholly-owned subsidiary, may be deemed to have shared voting and dispositive
power over the 8,651,200 (62.7%) of the Issuer's outstanding Common Stock owned
by Hondo Company.
LAGP is the owner of 783,396 of the Issuer's outstanding Common
Stock. LAGP also has the right, as discussed in paragraph (b)(i) of Item 6, to
convert $13,500,000 of the indebtedness owed to it by the Issuer into 1,090,909
shares of Common Stock. By virtue of its ownership of Lonrho, Inc. as a
wholly-owned subsidiary, LAGP may also be deemed to have shared voting and
dispositive power over the 8,651,200 shares of the Issuer's outstanding Common
Stock owned by Hondo Company. Accordingly, LAGP may be deemed to be the
beneficial owner of an aggregate of 10,525,505 shares of the Issuer's Common
Stock, which (based on 13,788,424 shares of Common Stock issued and outstanding
on September 30, 1997 and assuming the conversion by LAGP of such $13,500,000 of
indebtedness) would constitute approximately 70.7% of the shares of the Issuer's
Common Stock that would have been outstanding on September 30, 1997.
Lonrho Plc, by virtue of its ownership of LAGP, Lonrho, Inc. and
Hondo Company as indirect wholly-owned subsidiaries may be deemed to have shared
voting and dispositive power over all 10,525,505 (70.7%) of the Issuer's
outstanding Common Stock which may be deemed beneficially owned by LAGP, Lonrho,
Inc. and Hondo Company.
See also paragraph (b)(i) of Item 6 with respect to the proposed
submission to the Issuer's stockholders of a proposal which, if approved, would
entitle LAGP to convert an additional $7,000,000 of debt owed to it by the
Issuer into shares of the Issuer's Common Stock at a conversion price of $7.70
per share (an aggregate of 909,090 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 Item 3 for information concerning the Reporting Person's
transactions in the Issuer's Common Stock, which is incorporated herein by
reference.
Item 6. Contracts, Arrangements, Understandings or Relationships
--------------------------------------------------------
with Respect to Securities of the Issuer.
-----------------------------------------
Paragraph (b) of Item 6 of the Schedule 13D is amended to read as
follows:
(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 on August 29,
1997 all of the Issuer's indebtedness to Thamesedge was assigned to LAGP.
Accordingly, such amounts are now owed to LAGP.
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CUSIP No. 438138-10-9 Page 12 of 32 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 (which was obtained on March 12, 1997),
Thamesedge would 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). On July 2, 1997, the Issuer and Thamesedge
agreed, among other things, that, subject to approval by the Issuer's
stockholders at their next annual meeting, Thamesedge would have the option to
convert another $7,000,000 of the principal amount of this Note into shares of
Common Stock of the Issuer at a conversion price of $7.70 per share (110% of the
closing price of the Issuer's Common Stock on the American Stock Exchange on
July 1, 1997). If the conversion option is not approved by the Company's next
stockholders meeting, the interest rate of such $7,000,000 will become 13.5% per
annum (the original interest rate applicable to this Note). The shares of the
Issuer's Common Stock owned by the Reporting Persons are to be voted on this
proposal in proportion to the votes cast by disinterested stockholders. All of
the indebtedness described in this paragraph, including the options to convert
the portion of such indebtedness which is convertible into the Issuer's Common
Stock, was assigned by Thamesedge to LAGP on August 29, 1997. At September 30,
1997, the outstanding principal amount due on this Note was approximately
$38,576,000 (including, as discussed below, accrued interest through April 1,
1997 which was added to principal), and accrued interest was approximately
$1,157,000.
(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
Issuer 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. This
indebtedness has also been assigned by Thamesedge to LAGP on August 29, 1997. At
September 30, 1997, the outstanding principal amount due on these loans was
approximately $38,421,000 (including, as discussed below, accrued interest
through April 1, 1997 which was added to principal), and accrued interest was
approximately $1,172,000.
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CUSIP No. 438138-10-9 Page 13 of 32 Pages
(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). On March 29, 1996, the Issuer's indebtedness
to Lonrho Plc was assigned to Thamesedge and on August 29, 1997 all of the
indebtedness described in this paragraph was assigned by Thamesedge to LAGP. At
September 30, 1997, the outstanding principal amounts due on these loans were
approximately $3,480,000 and $4,535,000, respectively (including, as discussed
below, accrued interest through April 1, 1997 which was added to principal), and
accrued interest was approximately $106,000 and $138,000, respectively.
(iv) Thamesedge and the Issuer entered into a Revolving Credit
Agreement dated as of June 28, 1996, under which the Issuer was entitled to
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. On July 2, 1997, the Issuer and
Thamesedge agreed to amend and restate the June 1996 Revolving Credit Agreement.
Under the Amended and Restated Revolving Credit Agreement dated as of July 2,
1997, Thamesedge agreed to make additional advances of $7.0 million to the
Issuer, making the total amount available under the facility $20.5 million until
January 1, 1999, when all outstanding loans become due and payable. 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. The Amended and Restated Revolving Credit Agreement and the indebtedness
thereunder has also been assigned by Thamesedge to LAGP on August 29, 1997. At
September 30, 1997, the outstanding principal amount under this facility was
approximately $14,932,000 (including, as discussed below, accrued interest
through April 1, 1997 which was added to principal) and accrued interest was
approximately $834,000.
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 Open
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
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CUSIP No. 438138-10-9 Page 14 of 32 Pages
indebtedness, Lonrho Plc's share of such net profits will be decreased by
one-half. Lonrho Plc may transfer to LAGP 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, in turn, to LAGP) and the Issuer 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 LAGP 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 (and transferred from Thamesedge
to LAGP) 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 convertible into
Common Stock), a security interest in all of the shares of the Issuer's
subsidiary, Hondo Magdalena Oil & Gas Limited. A formal Security Interest
Agreement, dated as of May 13, 1997, to document this pledge was entered into.
This security interest has been assigned to LAGP.
Item 7. Material to be filed as Exhibits.
--------------------------------
Item 5 of the Schedule 13D is amended to read as follows:
1.# Agreement, dated October 15, 1997 between the Reporting Persons with
respect to their joint filing of this statement.
2(a). Power of Attorney dated October 6, 1994 executed by Lonrho Plc in
favor of John F. Price and Rudolph H. Funke with respect to the
execution of the Schedule 13D, including all amendments thereto.
2(b).* Power of Attorney dated January 8, 1996 executed by Thamesedge Ltd.
in favor of John F. Price and Rudolph H. Funke with respect to the
execution of the Schedule 13D, including all amendments thereto.
2(c).+ Power of Attorney dated October 15, 1997 executed by London
Australian & General Property Company Limited in favor of John F.
Price and Rudolph H. Funke with respect to the execution of the
Schedule 13D, including all amendments thereto.
3. Assignment Agreement dated as of October 3, 1994 between Union Bank
and Lonrho Plc.
<PAGE>
CUSIP No. 438138-10-9 Page 15 of 32 Pages
4. 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.
5. 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).
6. Option Agreement dated as of July 6, 1993 between Robert O. Anderson
and Scottsdale Princess, Inc.
7. Net Profits Share Agreement dated December 18, 1992, among the
Company, Lonrho Plc and Thamesedge, Ltd.
8. Letter Agreement dated December 17, 1993, by and among the Company,
Via Verde Development Company, Newhall Refining Co., Inc., Lonrho Plc
and Thamesedge, Ltd.
9.+ Settlement Agreement dated August 23, 1995 between the Reporting
Persons (other than Thamesedge Ltd. and Hondo Company).
10.* Revised Settlement Agreement dated December 20, 1995 between the
Reporting Persons (other than Thamesedge) and the Anderson Family.
11.* First Amendment dated January 5, 1996 to the Revised Settlement
Agreement between the Reporting Persons (other than Thamesedge),
Scottsdale Princess, Inc. and the Anderson Family.
12.x Second Amendment dated May 14, 1996 to the Revised Settlement
Agreement between the Reporting Persons (other than Thamesedge),
Scottsdale Princess, Inc. and the Anderson Family.
13.# Third Amendment dated August 28, 1997 to Revised Settlement Agreement
between Lonrho Plc, Lonrho, Inc. and the Anderson Family
14. 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).
15(a). Amended and Restated Revolving Credit Agreement dated as of July 2,
1997 by and between the Issuer and Thamesedge (incorporated by
reference to Exhibit 10.2 to the Issuer's Quarterly Report on Form
10-Q for the quarter ended June 30, 1997, File No. 1-8979).
<PAGE>
CUSIP No. 438138-10-9 Page 16 of 32 Pages
15(b). Promissory Note for $20,500,000 dated as of July 2, 1997 from the
Company to Thamesedge Ltd. delivered pursuant to the Amended and
Restated Revolving Credit Agreement (incorporated by reference to
Exhibit 10.3 to the Issuer's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1997, File No. 1-8979).
15(c). Guaranty dated as of July 2, 1997 of Hondo Magdalena Oil & Gas
Limited to Thamesedge Ltd. guaranteeing the obligations of the
Company under the Amended and Restated Revolving Credit Agreement
(incorporated by reference to Exhibit 10.4 to the Issuer's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1997, File No.
1-8979).
16. Security Interest Agreement dated as of May 13, 1997 by and between
the Company, Thamesedge Ltd., Folio Trust Company Limited and Folio
Nominees Limited (incorporated by reference to Exhibit 10.1 to the
Issuer's Quarterly Report on Form 10-Q for the quarter ended June 30,
1997, File No. 1-8979).
- ---------------------------------------
+ Filed with Amendment No. 1 to the Schedule 13D.
* Filed with Amendment No. 2 to the Schedule 13D.
x Filed with Amendment No. 3 to the Schedule 13D.
# Filed herewith.
All other exhibits were filed with the original Schedule 13D (or, in
the case of Exhibit 13, incorporated by reference to the filing
indicated). All exhibits, other than those filed herewith, are
incorporated herein by reference thereto.
<PAGE>
CUSIP No. 438138-10-9 Page 17 of 32 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: October 15, 1997
Lonrho Plc
By: /s/ John F. Price
---------------------------------
John F. Price
Under Power of Attorney
dated October 6, 1994
London Australian & General Property
Company Limited
By: /s/ John F. Price
---------------------------------
John F. Price
Under Power of Attorney
dated October 15, 1997
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 18 of 32 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.
NAME AND PRINCIPAL
POSITION HELD OCCUPATION
WITH LONRHO PLC OR EMPLOYMENT BUSINESS ADDRESS CITIZENSHIP
- --------------- ------------- ---------------- -----------
Sir John Craven Director Four Grosvenor Place United Kingdom
Non-Executive Lonrho Plc London SW1X 7DL,
Chairman . England
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
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
M.J. Pearce Company Secretary Four Grosvenor Place United Kingdom
Company Secretary Lonrho Plc London, SW1X 7DL,
England
Sir John Leahy, Director Four Grosvenor Place United Kingdom
K.C.M.G. Lonrho Plc London, SW1X 7DL,
Non-Executive England
Independent Director
<PAGE>
CUSIP No. 438138-10-9 Page 19 of 32 Pages
NAME AND PRINCIPAL
POSITION HELD OCCUPATION
WITH LONRHO PLC OR EMPLOYMENT BUSINESS ADDRESS CITIZENSHIP
- --------------- ------------- ---------------- -----------
Peter Harper Director Four Grosvenor Place United Kingdom
Non-Executive Lonrho Plc London, SW1X 7DL,
Independent Director England
J R B Phillimore Business Four Grosvenor Place United Kingdom
Non-Executive Adviser London, SW1X 7DL,
Independent Director England
Stephen Walls Chairman Four Grosvenor Place United Kingdom
Non-Executive Albert Fisher London, SW1X 7DL,
Independent Director Group Plc England
<PAGE>
CUSIP No. 438138-10-9 Page 20 of 32 Pages
II. London Australian & General Property Company Limited
Set forth below are the names, present principal occupation or
employment, business address and citizenship of each director and executive
officer of Thamesedge.
NAME AND PRINCIPAL
POSITION HELD OCCUPATION
WITH LAGP OR EMPLOYMENT BUSINESS ADDRESS CITIZENSHIP
- --------- ------------- ---------------- -----------
N.J. Morrell 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
<PAGE>
CUSIP No. 438138-10-9 Page 21 of 32 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.
NAME AND PRINCIPAL
POSITION HELD OCCUPATION
WITH LONRHO INC. OR EMPLOYMENT BUSINESS ADDRESS CITIZENSHIP
- ---------------- ------------- ---------------- -----------
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.
<PAGE>
CUSIP No. 438138-10-9 Page 22 of 32 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.
NAME AND PRINCIPAL
POSITION HELD OCCUPATION
WITH HONDO COMPANY OR EMPLOYMENT BUSINESS ADDRESS CITIZENSHIP
- ------------------ ------------- ---------------- -----------
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
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
<PAGE>
CUSIP No. 438138-10-9 Page 23 of 32 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: October 15, 1997
Lonrho Plc
By: /s/ John F. Price
---------------------------
John F. Price
Under Power of Attorney
dated October 6, 1994
London Australian & General
Property Company Limited
By: /s/ John F. Price
---------------------------
John F. Price
Under Power of Attorney
dated October 15, 1997
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 24 of 32 Pages
EXHIBIT 2(c)
POWER OF ATTORNEY
For Executing Schedule 13D and Amendments
Re: London Australian & General Property Company Limited
Know all by these presents, that the undersigned hereby constitutes
and appoints each of John F. Price and Rudolph H. Funke, signing singly, the
undersigned's true and lawful attorney-in-fact to execute and file on behalf of
the undersigned a Schedule 13D and all amendments thereto that the undersigned
may be required to file with the United States Securities and Exchange
Commission pursuant to Section 13(d) of the Securities Exchange Act of 1934 and
the rules and regulations thereunder with respect to the undersigned's
beneficial ownership of securities in Hondo Oil & Gas Company and take any other
action of any type whatsoever in connection with the foregoing which, in the
opinion of such attorney-in-fact, or either of them, may be of benefit to, in
the best interest of, or legally required of, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in his
discretion.
The undersigned hereby grants to each such attorney-in-fact full
power and authority to do and perform all and every act and thing whatsoever
requisite, necessary and proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as such
attorney-in-fact might or could so personally, with full power of substitution,
hereby ratifying and confirming all that such attorney-in-fact, or his
substitute or substitutes, shall lawfully do or cause to be done by virtue of
this power of attorney and the rights and powers herein granted.
The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming any
of the undersigned's responsibilities to comply with Section 13(d) of the
Securities Exchange Act of 1934.
The authority granted by this power of attorney shall continue until
the undersigned is no longer required to file a Schedule 13D (or amendments
thereto) with respect to the undersigned's beneficial ownership of securities in
Hondo Oil & Gas Company, unless earlier revoked in writing.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of the 15th day of October, 1997.
London Australian & General Property
Company Limited
By: /s/ R. E. Whitten
------------------------------------
Name: R.E. Whitten
Title: Director
<PAGE>
CUSIP No. 438138-10-9 Page 25 of 32 Pages
EXHIBIT 13
Third Amendment to Revised Settlement Agreement
This Third Amendment entered into as of this 28th day of August 1997
(the "Third Amendment") to the Revised Settlement Agreement dated December 20,
1995, between Lonrho Plc ("Lonrho"); Lonrho, Inc. ("Lonrho, Inc."), (Lonrho and
Lonrho Inc., being collectively hereafter referred to as "The Lonrho Group"),
Robert O. Anderson ("ROA"), W. Phelps Anderson ("WPA") and Robert B. Anderson
("RBA") ROA, WPA and RBA being collectively hereafter referred to as ("The
Andersons") and The Hondo Company ("Hondo"), the Lonrho Group, The Andersons and
Hondo being collectively hereafter referred to as (the "Parties").
WHEREAS, on August 23, 1995, the parties and Scottsdale Princess,
Inc. ("SPI") entered into a Settlement Agreement whereby they resolved all
matters then pending between them;
WHEREAS, on December 20, 1995 the parties and SPI entered into a
Revised Settlement Agreement (the "Revision") that superseded the Settlement
Agreement;
WHEREAS, on January 5, 1996 the parties and SPI entered into a First
Amendment to the Revised Settlement Agreement (the "First Amendment") whereby
certain terms and conditions of the Revision were amended;
WHEREAS, on May 14, 1996 the parties and SPI entered into a Second
Amendment (the "Second Amendment"), which further amended certain portions of
the Revision (the Settlement Agreement, the Revision, the First Amendment, and
the Second Amendment being hereinafter collectively referred to as the
"Agreement");
WHEREAS, subsequent to the execution of the Second Amendment, Lonrho
and SPI requested that SPI be released from the Agreement since all of SPI's
shares in The Hondo Company had been transferred to Lonrho, Inc. in June 1996,
and which release was agreed to by The Andersons;
WHEREAS, the Agreement provided The Andersons, among other things,
the right to call for shares of Hondo Oil & Gas ("HOG") owned by Hondo, which
right could be exercised over a period of three (3) years, and which right, if
exercised, would then require The Andersons to tender shares which they owned in
Hondo to be exchanged for certain of Hondo's HOG shares;
WHEREAS, due to certain internal corporate changes which are being
implemented by Lonrho, The Andersons have requested and Hondo and Lonrho have
agreed to allow The Andersons to exercise their call on HOG shares on an
accelerated basis, but otherwise pursuant to the Agreement so that any interest
The Andersons have in Hondo will be redeemed and canceled in exchange for shares
of HOG.
WHEREAS, in order to set forth in the understandings which have been
reached by and among the parties hereto, the parties do hereby enter into this
Third Amendment to the Agreement in order to set froth the terms and conditions
to which they have agreed.
NOW, THEREFORE, the parties hereto agree as follows:
<PAGE>
CUSIP No. 438138-10-9 Page 26 of 32 Pages
1. Definitions. All terms used, but not defined herein, shall have
the meaning ascribed to them in the Agreement.
2. Distribution of HOG Shares to Andersons. Notwithstanding the
provisions of Section 8 of the Revision, including all amendments thereto, The
Andersons have requested that Hondo now distribute to them all common shares of
HOG callable by them on the 2nd and 3rd anniversaries of the Agreement closing,
800,000 shares, in redemption of 1,378 shares of Hondo common stock they
presently own, said shares being all the shares which they own in Hondo.
3. Prospectus. Within 10 days of their execution of this Agreement by
all of the parties hereto, HOG shall deliver to Andersons a Prospectus and
appropriate Supplement covering the HOG shares to be delivered to Andersons
under their Agreement, such delivery to be made in accordance with applicable
SEC requirements. Notwithstanding anything contained herein to the contrary,
Andersons may rescind this Third Amendment within five days after their receipt
of the Prospectus and Supplement. If The Andersons so rescind the transaction,
this Third Amendment will become null and void; otherwise, the HOG shares will
be delivered to The Andersons against delivery of the Hondo shares referred to
in Section 4 hereof as soon as practicable after the expiration of said five day
period (or earlier waiver by The Andersons of such five day period after The
Andersons' receipt of such Prospectus and Supplement) and in no event later than
September 10, 1997, provided that if such Prospectus and Supplement are not
delivered to The Andersons by August 31, 1997, this Third Amendment will become
null and void unless the parties agree to extend such dates.
4. Transfer of Shares of Hondo. The consideration for the delivery of
the shares described above shall be the simultaneous transfer to, and redemption
by, Hondo from The Andersons of all their remaining shares of Hondo as follows:
Percentage of
Number of Outstanding Number of
Anderson Anderson Hondo
Transferor Hondo Shares Shares Redeemed HOG Shares
---------- ------------ --------------- ----------
ROA 876 63.5704 509,710
RBA 251 18.2148 145,145
WPA 251 18.2148 145,145
--- ------- -------
1,378 100.00 800,000
5. Warranties and Covenants with Respect to Shares. Any party
delivering shares pursuant to the terms of this Third Amendment warrants:
(a) That the shares tendered in order to effectuate the transactions
contemplated hereby shall be fully paid, non-assessable, and free and clear of
any liens or encumbrances whatsoever. To the extent, however, that there are any
liens or encumbrances on any shares of Hondo Oil & Gas, which liens and
encumbrances are in favor of Lonrho Plc or any of its affiliates, such liens and
encumbrances shall be deemed released at such time as each exchange contemplated
by this Third Amendment is consummated.
<PAGE>
CUSIP No. 438138-10-9 Page 27 of 32 Pages
(b) That any shares of stock to be tendered pursuant to the
Agreement, including this Third Amendment, shall be free from any restrictive
legends and/or any stop transfer instructions.
(c) That all shares to be delivered to The Andersons or any of them
pursuant to the terms of this Third Amendment shall be registered by HOG for
resale by Hondo with the Securities and Exchange Commission under the Securities
Act of 1933 as amended, pursuant to a Registration Statement on Form S-3
("Registration No. 33-532496"), a copy of which has been or shall be delivered
to each of The Andersons and as to which no representations are made by Hondo or
its affiliates, except for Hondo Oil & Gas.
6. Resale of Hondo Oil & Gas Shares. The Andersons and each of them
covenant and agree that any sale of shares of Hondo Oil & Gas Company received
by them pursuant to the terms of the Agreement, including the Third Amendment,
will be in compliance with the Securities Act of 1933 as amended, or any
exemption therefrom.
7. Closing. The Andersons shall deliver their 1,378 Hondo shares to
be redeemed and Lonrho shall deliver 800,000 HOG shares (which it is holding as
pledgee) to be transferred by Hondo to Charles McDaniel, Esq., at Hondo Oil &
Gas Company, 10375 Richmond Avenue, Suite 900, Houston, TX 77042, who is
instructed (upon receipt of both the Hondo shares and HOG shares) to forward the
certificates evidencing the Hondo shares to the Secretary of Hondo and the HOG
shares to the transfer agent for the common stock of HOG for transfer in
accordance with the terms of this Third Amendment.
8. A. Confirmation. The parties agree as further consideration to the
entry into this Third Amendment that the Lonrho Group has no further obligation:
(i) to support the candidacy of ROA as a Director (reference Section
1 of the Revised Settlement Agreement),
(ii) to provide any further accountings to The Andersons (reference
Section 4 of the Revised Settlement Agreement), all prior accountings having
shown that no amounts are due ROA by Hondo which The Andersons hereby accept as
final, or
(iii) to loan any shares to The Andersons (reference Section 15 of
the Revised Settlement Agreement).
B. Releases. As additional consideration for the exchange of The
Hondo shares for the HOG shares as described above, at Closing there shall be
executed and delivered to Charles McDaniel, Esq., for exchange releases between
all parties to this Agreement covering all matters between the parties,
regardless of whether related to the Agreement, this Third Amendment or
otherwise. The release to be signed by The Lonrho Group shall be in the form of
Exhibit A attached hereto and the release to be signed by The Andersons shall be
in the form of Exhibit B attached hereto. Notwithstanding the existence of such
releases, however, nothing contained herein shall release any party from any
failure to perform its obligations under Sections 5, 6 and 7 of this Third
Amendment, and such obligations and only such obligations as are set forth in
said Sections 5, 6 and 7 of this Third Amendment shall be deemed to survive the
consummation of the transactions contemplated by this Third Amendment.
<PAGE>
CUSIP No. 438138-10-9 Page 28 of 32 Pages
9. Inconsistencies. In the event there are any inconsistencies
between the terms of this Third Amendment and the Agreement, the terms of this
Third Amendment shall prevail.
10. Ratification. Except to the extent expressly modified by this
Third Amendment, the provisions of the Agreement continue unchanged and in full
force and effect and are hereby ratified and confirmed by the parties hereto.
11. Time. Time shall be deemed to be of the essence with respect to
the performance of any of the obligations required herein.
12. Approval by Lonrho. The parties hereto acknowledge that the terms
and provisions of this Third Amendment are subject to the approval of the Board
of Directors of Lonrho; provided, however, that if such approval is not given on
or before September 12, 1997, then any of the parties shall have the option of
terminating this Third Amendment and neither party shall have any liability
hereunder.
13. Counterparts. This Third Amendment shall be effective on
signature in counterparts and delivery by fax. Original signature pages shall be
exchanged thereafter as soon as practical.
IN WITNESS WHEREOF, the parties have hereunto set their hands the
date opposite their names.
The Lonrho Group:
Lonrho Plc The Anderson Group
By: /s/ R. E. Whitten By: /s/ Robert O. Anderson
------------------------- -------------------------
Robert O. Anderson
Date: 11/9/97 Date: 8/29/97
Lonrho, Inc.
By: /s/ John F. Price By: /s/ W. Phelps. Anderson
------------------------- -------------------------
W. Phelps Anderson
Date: 9/9/97 Date: 8/29/97
The Hondo Company
By: /s/ Robert B. Anderson By: /s/ Robert B. Anderson
------------------------- -------------------------
Robert B. Anderson
Date: 9/9/97 Date: 8/29/97
<PAGE>
CUSIP No. 438138-10-9 Page 29 of 32 Pages
GENERAL RELEASE
---------------
To all to whom these Presents shall come or may Concern, Know That
Lonrho Plc, a corporation organized under the laws of the United Kingdom,
Lonrho, Inc., a corporation organized under the laws of the State of Delaware
and The Hondo Company, a corporation organized under the laws of the State of
New Mexico, all three companies being hereafter collectively referred to as
RELEASORS, in consideration of the receipt of 1378 shares of The Hondo Company
received from Robert O. Anderson, Robert B. Anderson and W. Phelps Anderson, all
three individuals being hereafter collectively referred to as RELEASEES, such
shares having been tendered by RELEASEES in accordance with the terms and
provisions of that certain Third Amendment to Settlement Agreement executed by
the parties on or about the 28th day of August 1997, receipt whereof is hereby
acknowledged, do hereby release and discharge, as RELEASEES, the RELEASEES,
RELEASEES' heirs, executors, administrators, personal representatives,
successors and assigns, and each of them from any and all actions, causes of
actions, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills,
specialties, covenants, contracts, controversies, agreements, promises,
variances, trespasses, damages, judgments, extents, executions, claims, and
demands whatsoever, in law, admiralty or equity, which against the RELEASEE, or
any of them, the RELEASOR, RELEASOR's successors and assigns ever had, now have
or hereafter can, shall or may have, for, upon, or by reason of any matter,
cause or thing whatsoever from the beginning of the world to the day of the date
of this RELEASE.
Whenever the text hereof requires, the use of singular number shall
include the appropriate plural number as the text of the within instrument may
require.
The terms of this RELEASE may not be modified, except in writing,
executed by both RELEASORS and RELEASEES.
This Release is being given pursuant to the provisions of that
certain Third Amendment to Revised Settlement Agreement executed by RELEASEES
and RELEASORS on or about August 28, 1997. In the event such Third Amendment is
rescinded but only for the reasons permitted in Sections 3 and 12, the terms of
this Release shall be deemed null and void.
IN WITNESS WHEREOF, the RELEASORS have caused this RELEASE to be
executed by each of its duly authorized officers.
In presence of: Lonrho Plc
______________________________ By: ___________________________
In presence of: Lonrho, Inc.
______________________________ By: ___________________________
In presence of: The Hondo Company
______________________________ By: ___________________________
<PAGE>
CUSIP No. 438138-10-9 Page 30 of 32 Pages
EXHIBIT A
- --------------------)
) ss.:
- --------------------)
On the __ day of __________, 1997, before me personally came
__________, to me known and who, being by me duly sworn, did depose and say that
he is the Authorized Signatory of Lonrho Plc, a __________ corporation, and that
he executed the foregoing instrument as the Authorized Signatory of Lonrho Plc
Notarial Seal ______________________________
Notary Public
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK)
On the __ day of __________, 1997, before me personally came John F.
Price, to me known and who, being by me duly sworn, did depose and say that he
is the President of Lonrho, Inc., a Delaware corporation, and that he executed
the foregoing instrument as the Authorized Signatory of Lonrho, Inc.
Notarial Seal ______________________________
Notary Public
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK)
On the __ day of __________, 1997, before me personally came John F.
Price, to me known and who, being by me duly sworn, did depose and say that he
is the President of The Hondo Company, a New Mexico corporation, and that he
executed the foregoing instrument as the Authorized Signatory of The Hondo
Company.
Notarial Seal ______________________________
Notary Public
<PAGE>
CUSIP No. 438138-10-9 Page 31 of 32 Pages
EXHIBIT B
GENERAL RELEASE
To all to whom these Presents shall come or may Concern, Know that
Robert A. Anderson, Robert B. Anderson and W. Phelps Anderson, all three
individuals being hereafter collectively referred to as RELEASORS, in
consideration of the sum of 800,000 shares of Hondo Oil & Gas, received from
Lonrho Plc, Lonrho, Inc. and The Hondo Company, all three companies being
hereafter collectively referred to as RELEASEES, such shares having been
tendered by RELEASEES in accordance with the terms and provisions of that
certain Third Amendment to Settlement Agreement executed by the parties on or
about the 28th day of August 1997, receipt whereof is hereby acknowledged, do
hereby release and discharge, as RELEASEES, the RELEASEES, RELEASEES'
affiliates, directors, officers, employees, successors and assigns from all
actions, causes of actions, suits, debts, dues, sums of money, accounts,
reckonings, bonds, bills, specialties, covenants, contracts, controversies,
agreements, promises, variances, trespasses, damages, judgments, extents,
executions, claims, and demands whatsoever, in law, admiralty or equity, which
against the RELEASEE, or any of them, the RELEASOR, RELEASOR's successors and
assigns ever had, now have or hereafter can, shall or may have, for, upon, or by
reason of any matter, cause or thing whatsoever from the beginning of the world
to the day of the date of this RELEASE.
Whenever the text hereof requires, the use of singular number shall
include the appropriate plural number as the text of the within instrument may
require.
The terms of this RELEASE may not be modified, except in writing,
executed by both RELEASORS and RELEASEES.
This Release is being given pursuant to the provisions of that
certain Third Amendment to Revised Settlement Agreement executed by RELEASEES
and RELEASORS on or about August 28, 1997. In the event such Third Amendment is
rescinded but only for the reasons permitted in Sections 3 and 12, the terms of
this Release shall be deemed null and void.
IN WITNESS WHEREOF, the RELEASORS have caused this RELEASE to be
executed by each of its duly authorized officers.
In presence of: Robert O. Anderson
______________________________ By: _________________________
In presence of: Robert B. Anderson
______________________________ By: _________________________
In presence of: W. Phelps Anderson
______________________________ By: _________________________
<PAGE>
CUSIP No. 438138-10-9 Page 32 of 32 Pages
STATE OF NEW MEXICO)
) ss.:
COUNTY OF _________)
On the __ day of __________, 1997, before me personally came Robert
O. Anderson to me known and who, being by me duly sworn, did depose and say that
he executed the foregoing instrument.
Notarial Seal ____________________________
Notary Public
STATE OF NEW MEXICO)
) ss.:
COUNTY OF _________)
On the __ day of __________, 1997, before me personally came Robert
B. Anderson to me known and who, being by me duly sworn, did depose and say that
he executed the foregoing instrument.
Notarial Seal ____________________________
Notary Public
STATE OF NEW MEXICO)
) ss.:
COUNTY OF _________)
On the __ day of __________, 1997, before me personally came W.
Phelps Anderson to me known and who, being by me duly sworn, did depose and say
that he executed the foregoing instrument.
Notarial Seal ____________________________
Notary Public
