SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 12)
ADDINGTON RESOURCES, INC.
(Name of Issuer)
COMMON STOCK, $1.00 PAR VALUE
(Title of Class of Securities)
006516 108
(CUSIP Number)
Robert Addington
1500 North Big Run Road
Ashland, Kentucky 41102
(606) 928-3433
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 2, 1995
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of
this Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box. /__/
Check the following box if a fee is being paid with this
statement. / /
<PAGE>
CUSIP NO. - 006516 10 8
(1) Name of reporting person. . . . . . . Robert Addington
S.S. or I.R.S. No. of
above person. . . . . . . . . . . . .
(2) Check the appropriate box
if a member of a group
(see instructions). . . . . . . . . . (a)
(b) X
(3) SEC use only. . . . . . . . . . . . .
(4) Source of funds (see instructions). . 00
(5) Check box if disclosure
of legal proceedings is
required pursuant to
Items 2(d) or 2(e). . . . . . . . . .
(6) Citizenship or place
of organization. . . . . . . . . . . . U.S.
Number of shares beneficially
owned by each reporting person
with:
(7) Sole voting power. . . . . . . . 990,000 <F1>
(8) Shared voting power. . . . . . . 0
(9) Sole dispositive power . . . . . 990,000 <F1>
(10) Shared dispositive power . . . . 0
(11) Aggregate amount beneficially
owned by each reporting person . . . . 990,000 <F1>
(12) Check box if the aggregate amount
in Row (11) excludes certain
shares (see instructions). . . . . . .
(13) Percent of class represented
by amount in Row (11) . . . . . . . . . 6.6%
(14) Type of reporting person . . . . . . . IN
<F1> See responses to Items 4, 5 and 6 concerning a Stock Purchase
Agreement, dated August 4, 1995, that contains contractual restrictions on
voting and dispositive power.
<PAGE>
Reference is hereby made to that certain Schedule 13D dated January 29,
1988, as amended, (the "Schedule"), filed by Robert Addington with respect
to the common stock, $1.00 par value (the "Common Stock"), of Addington
Resources, Inc., a Delaware corporation (the "Issuer"). The purpose of
this amendment is to amend Item 4 of the Schedule to reflect the
consummation of the transactions contemplated by that certain Stock
Purchase Agreement dated September 22, 1995. The amendment also amends
Items 1, 2, 5 and 6 to reflect a change in the principal office of the
Issuer, a change in the principal occupation of the reporting person and
sales of shares of Common Stock by the reporting person. Items 1, 2, 4, 5
and 6 of the Schedule are amended and restated as follows.
<PAGE>
Item 1. Security and Issuer.
The class of equity securities to which this statement relates is the
common stock, $1.00 par value (the "Common Stock"), of Addington Resources,
Inc., a Delaware corporation (the "Issuer").
The Issuer's principal executive office is located at 771 Corporate
Drive, Suite 1000, Lexington, Kentucky 40503.
Item 2. Identity and Background.
(a) The person filing this statement is Robert Addington.
(b) The business address of Robert Addington is: Addington
Enterprises, Inc., 1500 North Big Run Road, Ashland, Kentucky 41102.
(c) Robert Addington's Principal Occupation: Entrepreneur.
(d) During the last five years, Robert Addington has not been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) During the last five years, Robert Addington has not been a
party to a civil proceeding of a judicial or administrative body resulting
in 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.
(f) Robert Addington is a United States citizen.
Item 4. Purpose of Transaction.
The June 23, 1987, reorganization discussed in response to Item 3 was
effected in preparation of an initial public offering of the Issuer's
Common Stock. Before the reorganization, the Addington Brothers owned all
or substantially all of the stock of the Issuer's predecessors. As a
result of the reorganization and initial public offering, the Addington
Brothers initially controlled 66.7% of the Issuer's common stock.
On or about 1, 1995, the Addington Brothers formulated and presented
to the Issuer a proposal to spin-off (the "Spin-Off Proposal") the Issuer's
environmental and non-environmental businesses, which spin-off proposal was
withdrawn on July 11, 1995.
The Stock Purchase Agreement (the "Stock Purchase Agreement"), dated
August 4, 1995, among Robert Addington, Larry Addington, Bruce Addington
and HPB Associates, L.P. ("HPB") is filed as Exhibit 17 to this Schedule
and incorporated herein by reference. The sales of Common Stock by Robert
Addington, Larry Addington and Bruce Addington to HPB, as provided for in
the Stock Purchase Agreement, were consummated on August 4, 1995 and August
24, 1995.
The Stock Purchase Agreement contains agreements by the Addington
Brothers relating to the composition of the board of directors of the
Issuer and the voting of shares of Common Stock in all elections of
directors during the term of the Stock Purchase Agreement. Robert
Addington intends to vote for the election of directors of the Issuer in
accordance with his obligations under the Stock Purchase Agreement during
the term of that agreement.
In the Stock Purchase Agreement, each of the Addington Brothers also
agreed not to dispose or transfer shares of Common Stock except as
permitted by Section 6.02(d) of the agreement. Robert Addington may in the
future sell shares of Common Stock, subject to the restrictions imposed
under Section 6.02(d) of the Stock Purchase Agreement during the term of
that agreement.
The obligations of Robert Addington under the Stock Purchase Agreement
with respect to the voting and disposition of shares of Common Stock will
automatically terminate on August 31, 1997, if not sooner terminated to the
extent permitted by Section 7.01 thereof.
The Stock Purchase Agreement, dated September 22, 1995 (the
"Acquisition Agreement"), among the Issuer, Addington Holding Company,
Inc., Addington Acquisition Company, Inc., Larry Addington, Robert
Addington and Bruce Addington, is filed as Exhibit 19 to this Schedule and
incorporated herein by reference. The transactions contemplated by the
Acquisition Agreement were consummated on November 2, 1995. On that date,
the Addington Brothers through companies owned by them acquired directly or
indirectly all of the outstanding shares of the following subsidiaries of
the Issuer: Addington Mining, Inc.; Mining Technologies, Inc.; Addwest
Mining, Inc.; Addington Coal Holding, Inc.; Mining Technologies Australia
Pty. Ltd.; Tennessee Mining, Inc.; Addcar Contracting Pty. Ltd.; Energy,
Inc.; and Addington Coal Sales, Inc.
On November 2, 1995, Larry Addington and Bruce Addington exchanged, in
the aggregate, 1,000,000 shares of Common Stock owned by them for all of
the outstanding shares of Barton Creek Farm Limited and Belize River Fruit
Co., which are owned by the Issuer, indirectly, through Addington Holding
Company, Inc., pursuant to the terms and conditions contained in the
Agreement and Plan of Corporate Separation (herein so called), dated
September 22, 1995, among the Issuer, Addington Holding Company, Inc.,
Larry Addington and Bruce Addington, a copy of which is filed as Exhibit 20
to this Schedule and incorporated herein by reference.
By virtue of the consummation of the transactions contemplated by the
Acquisition Agreement and the Agreement and Plan of Corporate Separation
are consummated, the Addington Brothers, directly and through corporations
owned by them, acquired substantially all of the Issuer's non-environmental
operations (excluding gold and lime).
Except as stated above, Robert Addington does not have any present
plans or proposals which relate to or would result in: (i) the acquisition
by any person of additional securities of the Issuer, or the disposition of
securities of the Issuer, (ii) an extraordinary corporate transaction, such
as a merger, reorganization or liquidation involving the Issuer or any of
its subsidiaries, (iii) a sale or transfer of a material amount of assets
of the Issuer or any of its subsidiaries, (iv) 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, (v) any material change in the present
capitalization or dividend policy of the Issuer, (vi) any other material
change in the Issuer's business or corporate structure, (vii) changes in
the Issuer's charter, bylaws or instruments corresponding thereto or other
actions which may impede the acquisition of control of the Issuer by any
person, (viii) 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, (ix) a class of equity securities of the Issuer becoming
eligible for termination of registration pursuant to Section 12(g)(4) of
the Securities Exchange Act of 1934, or (x) any action similar to any of
those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a), (b) Robert Addington beneficially owns 990,000 shares of Common
Stock (6.6% of those outstanding upon the consummation of the Agreement and
Plan of Corporate Separation). Robert Addington has sole voting and
dispositive power over the shares beneficially owned by him subject to the
terms and conditions of the Stock Purchase Agreement, dated August 4, 1995,
between HPB and the Addington Brothers, a copy of which is filed as Exhibit
17 to this Schedule and is incorporated herein by reference. See the
response to Item 6 concerning security interests granted in certain of the
shares and Items 4 and 6 concerning the restrictions on voting and
dispositive power contained in the Stock Purchase Agreement.
(c) On September 28, 1995, Robert Addington sold 20,000 shares of
Common Stock in a broker's transaction at a price per share of $15.00. On
September 29, 1995, Robert Addington sold 20,000 shares of Common Stock in
a broker's transaction at a price per share of $15.125.
Otherwise, Robert Addington has not effected transactions in the
Issuer's Common Stock since September 22, 1995, the date of the most recent
filing of an amendment to this Schedule.
(d) Pursuant to loans made to Robert Addington not in connection with
the acquisition of the Common Stock, Robert Addington has pledged a total
of 900,000 shares of Common Stock. Robert Addington has not pledged 5%
or more of the Issuer's Common Stock to any one bank. See the response to
Item 6 of this Schedule.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
(i) The Stock Purchase Agreement, dated August 4, 1995, among the
Addington Brothers and HPB contains agreements concerning the disposition
of shares of Common Stock owned by the Addington Brothers and the voting of
shares of Common Stock in the election of directors of the Issuer during
the term of that agreement. The Stock Purchase Agreement is filed as
Exhibit 17 and is incorporated by reference herein.
(ii) The following describes the currently outstanding pledges of
shares by Robert Addington. Robert Addington has pledged 100,000 shares of
Common Stock pursuant to a security agreement entered into with a bank on
July 29, 1994; 300,000 shares of Common Stock pursuant to a security
agreement entered into with a bank on August 19, 1993; and 500,000 shares
of Common Stock to a broker on February 17, 1993. The shares are pledged
to secure loans made to Robert Addington or his affiliates not in
connection with the acquisition of the Common Stock.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
/s/ Robert Addington
Robert Addington
Date: November 10, 1995
