SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
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)
March 12, 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 17 Pages
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CUSIP No. 438138-10-9 Page 2 of 17 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: 11,325,505 (shared with subsidiaries)
Response to Question 9: 0
Response to Question 10: 11,325,505 (shared with subsidiaries)
Response to Question 11: 11,325,505 (includes all shares owned
by all group members)
Response to Question 12: N/A
Response to Question 13: 76.2%
Response to Question 14: HC;CO
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CUSIP No. 438138-10-9 Page 3 of 17 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: 1,874,305
Response to Question 8: 9,451,200 (shared with parent and
subsidiaries)
Response to Question 9: 1,874,305
Response to Question 10: 9,451,200 (shared with parent and
subsidiaries)
Response to Question 11: 11,325,505 (includes all shares
owned by all group members)
Response to Question 12: N/A
Response to Question 13: 76.2%
Response to Question 14: HC;CO
<PAGE>
CUSIP No. 438138-10-9 Page 4 of 17 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 11,325,505 shares
owned by group)
Response to Question 12: X (excludes 1,874,305 shares
deemed beneficially owned by
parent, another group member)
Response to Question 13: 68.6% (group's percentage ownership
is 76.2%)
Response to Question 14: HC; CO
<PAGE>
CUSIP No. 438138-10-9 Page 5 of 17 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
11,325,505 shares owned
by group)
Response to Question 12: X (excludes 1,874,305 shares
owned by another group
member)
Response to Question 13: 68.6% (group's percentage is 76.2%)
Response to Question 14: CO
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CUSIP No. 438138-10-9 Page 6 of 17 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., 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),
filed 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. 5 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 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 11,325,505
shares of Common Stock of the Issuer, representing (based on the 13,781,194
shares of Common Stock which were issued and outstanding on February 10, 1997 as
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CUSIP No. 438138-10-9 Page 7 of 17 Pages
reflected in the Issuer's Annual Report on Form 10-Q for the quarter ended
December 31, 1996 and assuming the conversion by Thamesedge of all $13,500,000
of the indebtedness owed to Thamesedge by the Company which is, as discussed in
paragraph (b)(i) of Item 6, convertible into 1,090,909 shares of Common Stock),
approximately 76.2% of the shares of the Issuer's Common Stock that would have
been outstanding on February 10, 1997.
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 February 28,
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.
Thamesedge is the owner of record of 783,396 of the Issuer's
outstanding Common Stock and has the right, as discussed in paragraph (b)(i) of
Item 6, to convert $13,500,000 of the indebtedness owed to Thamesedge by the
Company into 1,090,909 shares of Common Stock. Therefore, Thamesedge may be
deemed to have sole voting and dispositive power over 1,874,305 shares (12.6% of
the Issuer's outstanding Common Stock assuming the conversion of such
indebtedness) 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. Accordingly, Thamesedge may be deemed to be the beneficial owner
of an aggregate of 11,325,505 shares of the Issuer's Common Stock which (based
on 13,781,194 shares of Common Stock issued and outstanding on February 10, 1997
and assuming the conversion of all of such convertible indebtedness) would
constitute approximately 76.2% of the shares of the Issuer's Common Stock that
would have been outstanding on February 10, 1997.
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 11,325,505 (76.2%) of the Issuer's outstanding Common Stock which
may be deemed beneficially owned by Thamesedge, Lonrho, Inc.
and Hondo Company.
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CUSIP No. 438138-10-9 Page 8 of 17 Pages
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 Thamesedge's right to convert $13,500,000 of debt owed to
Thamesedge 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).
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.
-----------------------------------------
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, accordingly,
such amounts are now owed to Thamesedge.
(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 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). 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
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CUSIP No. 438138-10-9 Page 9 of 17 Pages
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, 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
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CUSIP No. 438138-10-9 Page 10 of 17 Pages
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 convertible into
Common Stock), a security interest in all of the shares of the Issuer's
subsidiary, Hondo Magdalena Oil & Gas Limited.
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CUSIP No. 438138-10-9 Page 11 of 17 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: March 18, 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
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CUSIP No. 438138-10-9 Page 12 of 17 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 Leahy, Non-Executive Four Grosvenor Place United Kingdom
K.C.M.G. Chairman London, SW1X 7DL,
Non-Executive Lonrho Plc England
Chairman (1)
D. Bock Member of Four Grosvenor Place Germany
Non-Executive Supervisory London, SW1X 7DL,
Deputy Chairman Board England
and Director (1) Alvanta Manage-
ment AG
Sir John Craven Chairman Four Grosvenor Place United Kingdom
Independent Deutsche Morgan London SW1X 7DL,
Director(1) Grunfell Group England
Plc.
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
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CUSIP No. 438138-10-9 Page 13 of 17 Pages
Name and Principal
Position held Occupation
with Lonrho Plc or Employment Business Address Citizenship
- --------------- ------------- ---------------- -----------
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
Peter Harper Director- Four Grosvenor Place United Kingdom
Non-Executive Parliamentary London, SW1X 7DL,
Independent Affairs England
Director Hanson Plc
Stephen Walls Chairman Four Grosvenor Place United Kingdom
Non-Executive Albert Fisher London, SW1X 7DL,
Independent Group Plc England
Director
Timothy Wadeson Technical Director Four Grosvenor Place South Africa
Non-Executive Anglo American London SW1X 7DL,
Director Corporation of England
South Africa Ltd
- ----------------------------
(1) It is expected that, on March 26, 1997, (i) Sir John Craven will
replace Sir John Leahy as Non-Executive Chairman of Lonrho Plc. (Sir
John Leahy will remain as a Director of Lonrho Plc.) and (ii) D. Bock
will retire as both Non-Executive Deputy Chairman and a Director of
Lonrho Plc.
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CUSIP No. 438138-10-9 Page 14 of 17 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.
Name and Principal
Position held Occupation
with Lonrho Plc or Employment Business Address Citizenship
- --------------- ------------- ---------------- -----------
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 (1) Supervisory London, SW1X 7DL,
Board England
Alvanta Manage-
ment AG
- ------------------------------
(1) It is expected that, on March 26, 1997, D. Bock will retire as a
Director of Thamesedge Ltd.
<PAGE>
CUSIP No. 438138-10-9 Page 15 of 17 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 Plc 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 New York, New York
Finance and Princess Hotels 10022
Treasurer 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.
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CUSIP No. 438138-10-9 Page 16 of 17 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 Lonrho Plc 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
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 London, SW1X 7DL,
England
N.J. Morrell Director Four Grosvenor Place United Kingdom
Director Lonrho Plc. London, SW1X 7DL
England
- ------------------------------
(1) It is expected that, on March 26, 1997, D. Bock will retire as a
Director of Hondo Company.
<PAGE>
CUSIP No. 438138-10-9 Page 17 of 17 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: March 18, 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
