SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) August 4, 1995
ADDINGTON RESOURCES, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 0-16498 61-1125039
(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification
Incorporation) No.)
1500 N. Big Run Road, Ashland, Kentucky 41102
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number,
including area code (606) 928-3433
Former Name or Former Address, if Changed Since
Last Report: Not Applicable
INFORMATION TO BE INCLUDED IN THE REPORT
Item 5. Other Events.
As reported in the press release issued August 7, 1995
(attached as Exhibit 99.1), Addington Resources, Inc. (the
"Registrant") announced the appointment of four new members to its
Board of Directors, and the resignation of Robert Addington. The
Board changes follow the execution of a definitive agreement
concerning the sale by Larry, Robert and Bruce Addington of an
aggregate of 2 million shares of the Registrant's common stock to
HPB Associates, L.P. The Registrant also reported that it was the
intention of the reconstituted Board that the Registrant focus
solely on its environmental businesses. The Board intends to
pursue the prompt but prudent sale of the Registrant's non-environmental
businesses with the net proceeds from such sales
being used to expand the Registrant's environmental operations.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
(a) Financial statements of business acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits.
Exhibit 99.1 -- Press Release dated August 7, 1995.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
ADDINGTON RESOURCES, INC.
Date: August 15, 1995 By /s/ Kirby J. Taylor
Kirby J. Taylor
President and Chief
Operating Officer
About: Addington Resources, Inc.
Contact: Howard P. Berkowitz
HPB Associates, L.P.
212/664-0990
FOR IMMEDIATE RELEASE
ASHLAND, Ky. (August 7, 1995) -- Addington Resources, Inc.
(NASDAQ NMS: ADDR) announced today the appointment on August 4 of
four new members to its Board of Directors, Howard P. Berkowitz
(Chairman), Richard Ravitch, James Grosfeld and Harold
Blumenstein, and the resignation of Robert Addington from the
current Board. With these changes, the reconstituted Board of
Directors will consist of eight members: Larry Addington, Bruce
Addington, Jack C. Fisher and Carl R. Whitehouse, plus the four
new members.
The Board changes follow the execution of a definitive
agreement on August 4 between Larry, Bruce and Robert Addington
for their sale of an aggregate of 2,000,000 shares of ARI Common
Stock to HPB Associates, L.P., of which Howard Berkowitz is
managing general partner and Messrs. Ravitch and Blumenstein are
limited partners. HPB Associates, L.P. purchased 577,003 of
these shares on August 4, with the balance of the purchase to
occur following Hart-Scott-Rodino clearance in the next few
weeks.
It is anticipated that the Board of Directors will be
expanded to include an additional director designated by HPB
Associates, L.P. following regulatory clearances.
Addington Resources, Inc. also stated that it was the
intention of the reconstituted Board of Directors that the
company focus solely on its environmental businesses. To that
end, the Board intends to pursue the prompt but prudent sale of
the company's non-environmental businesses with the net proceeds
from such sales being deployed to expand the company's
environmental operations.
Addington Resources, Inc. is involved in solid waste
management operations as well as mining, mining technology and
mining services.
