SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
ADDINGTON RESOURCES, INC.
(Name of Issuer)
COMMON STOCK, $1.00 PAR VALUE
(Title of Class of Securities)
006516 108
(CUSIP Number)
Larry 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)
July 11, 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. / /
CUSIP NO. - 006516 10 8
(1) Name of reporting person. . . . . . . Larry 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: <F1>
(7) Sole voting power. . . . . . . . . . 4,113,324
(8) Shared voting power. . . . . . . . . 0
(9) Sole dispositive power . . . . . . . 4,113,324
(10) Shared dispositive power . . . . . . 0
(11) Aggregate amount beneficially
owned by each reporting person . . . 4,113,324<F1>
(12) Check box if the aggregate amount
in Row (11) excludes certain
shares (see instructions). . . . . . X<F1>
(13) Percent of class represented
by amount in Row (11) . . . . . . . 25.8%<F1>
(14) Type of reporting person . . . . . . . . IN
<F1> The number of shares beneficially owned by the reporting
person individually. Does not include shares beneficially owned
by Robert Addington and Bruce Addington, who, together with the
reporting person, may be deemed to be members of a group. See
the responses to Items 3, 4, 5 and 6 of this statement. Robert
Addington and Bruce Addington beneficially own 3,098,006 shares
(19.5%), and Robert Addington, Bruce Addington and the reporting
person together own 7,211,330 shares (45.3%) in the aggregate.
Reference is hereby made to that certain Schedule 13D dated
January 29, 1988, as amended (the "Schedule"), filed by Larry
Addington with respect to the common stock, $1.00 par value (the
"Common Stock"), of Addington Resources, Inc., a Delaware
corporation (the "Issuer"). In accordance with Rule 13d-2(a) under
the Securities Exchange Act of 1934, Item 4 of the
Schedule is hereby amended and restated as follows.
Item 1. Security and Issuer.
Not amended.
Item 2. Identity and Background.
Not amended.
Item 3. Sources and Amount of Funds or Other
Consideration.
Not amended.
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.
Each of the Addington Brothers is an executive officer and
director of the Issuer and in these capacities intends to
influence the Issuer's activities and pursue strategic
opportunities available to the Issuer.
On or about March 1, 1995, the Addington Brothers formulated
and presented to the Issuer a proposal to spin-off the Issuer's
environmental and non-environmental businesses, with the effect
that the non-environmental businesses (consisting of the Issuer's
coal and gold mining operations, its mining equipment
manufacturing and licensing unit, citrus operations and smaller
operations) would be spun-off to the Addington Brothers and the
Issuer's environmental businesses would be spun-off to, or
retained by, the Issuer's shareholders, other than the Addington
Brothers. The Addington Brothers, who together own 7,211,330
shares of Common Stock, representing 45.3% of those currently
outstanding, presented the spin-off proposal to the Issuer by
letter dated March 1, 1995.
The Issuer's board of directors appointed a special
committee to evaluate the spin-off proposal and to select and
retain an investment banking firm and independent legal counsel
to assist the committee in the evaluation of the spin-off
proposal, and the board of directors added additional outside
directors to the Issuer's board of directors and the special
committee. The outside directors added to the board, namely
Howard Berkowitz, Richard Ravitch and Stephen Weinress, agreed to
resign from their positions on the Issuer's board of directors at
the request of the chief executive officer or a majority of the
members of the board of directors, if the spin-off proposal was
terminated. While negotiations concerning the spin-off proposal
were ongoing, the special committee had the authority to supervise
the operations of the Issuer's environmental businesses.
Following negotiations with the special committee, the
Addington Brothers, on July 11, 1995, withdrew the spin-off
proposal on the terms outlined in the letter dated March 1, 1995
because of recent developments affecting the valuation of the
Issuer's non-environmental businesses. Some of the Issuer's
non-environmental businesses, such as its gold mining operations,
have not achieved the projected profitability upon which the
valuations used by the Addington Brothers in the development of
their spin-off proposal were based, and the Addington Brothers
have concluded that the terms of their spin-off proposal no
longer reflect a feasible and prudent business transaction.
Based on the results of operations of the Issuer's businesses
since March 1, 1995, the Addington Brothers discussed
alternatives to their original spin-off proposal with members of
the special committee; however, the Addington Brothers and the
special committee could not together reach a definitive
agreement. Following the Addington Brothers' withdrawal of their
spin-off proposal, Howard Berkowitz, Richard Ravitch and Stephen
Weinress announced, on July 12, 1995, their resignation from
their positions as directors of the Issuer, leaving three
vacancies on the board of directors.
The Addington Brothers, in their capacities as directors,
officers and shareholders of the Issuer, presently intend to
continue to investigate alternatives available to restructure the
Issuer's businesses consistent with its strategic objectives,
such as the disposition of assets and/or subsidiaries of the
Issuer engaged in certain of its non-environmental businesses, and/or
the split-up of the Issuer's environmental and non-environmental
business into two separate companies. Representing three of the
remaining five directors of the Issuer, the Addington Brothers have
the ability to influence the size of the Issuer's board of directors
and the selection of nominees to fill vacant director positions.
Except as stated above, neither Larry Addington nor, to the
best of his knowledge, Robert Addington nor Bruce Addington, has
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. Larry Addington may formulate plans or
proposals with respect to one or more of the foregoing in the
future.
Item 5. Interest in Securities of the Issuer.
Not amended.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
Not amended.
Item 7. Material to be Filed as Exhibits.
Not amended.
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/ Larry Addington
Larry Addington
Date: July 12, 1995
