<PAGE>
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): March 1, 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.)
Route 180, Big Run Road
Ashland, Kentucky 41101
- ----------------------- ---------
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (606) 928-3433
--------------
Not Applicable
--------------
(Former name or former address,
if changed since last report.)
<PAGE>
Item 5. Other Events.
- ---------------------
As disclosed in the press release issued March 1, 1995 (attached as
Exhibit 99.1), Addington Resources, Inc. (the "Registrant") announced that it
received an offer from Larry Addington, Robert Addington, and Bruce Addington to
purchase the Registrant's non-environmental businesses. Subject to certain
conditions contained in the offer, the group offered to the Registrant to
exchange the shares of the Registrant's common stock owned by the group
(approximately 45% of the Registrant's outstanding shares), $5 million cash, and
other consideration for the Registrant's coal and gold mining operations, its
mining equipment manufacturing and licensing unit, citrus operations and smaller
operations. The Registrant's Board of Directors authorized a special committee
comprised of the Registrant's two outside directors to evaluate the offer and to
select and retain an investment banking firm and independent legal counsel to
assist the committee in the evaluation of the offer. A copy of the offer dated
March 1, 1995 is attached hereto as Exhibit 99.2.
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.
--------
99.1 -- Press Release dated March 1, 1995.
99.2 -- Letter dated March 1, 1995 to the Registrant from Larry
Addington, Robert Addington, and Bruce Addington.
SIGNATURE
---------
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.
By /s/ Kirby J. Taylor
-------------------------------
Kirby J. Taylor
President
Date: March 2, 1995
<PAGE>
[LOGO OF WENZ-NEELY]
Exhibit 99.1
------------
About: Addington Resources, Inc.
Contact: Kirby J. Taylor, president
(606) 928-3433
FOR IMMEDIATE RELEASE
NEWS
RELEASE Group led by founder offers to acquire Addington Resources'
non-environmental businesses
ASHLAND, Ky. (March 1, 1995) - Addington Resources, Inc.
(NASDAQ National Market: ADDR) reported today it received an offer
from the company's founder and his brothers to acquire all of the
company's non-environmental subsidiaries. The board of directors
appointed a special committee composed of two outside directors to
evaluate the offer.
The group, composed of Chairman Larry Addington, Robert
Addington and Bruce Addington, offered to exchange the shares of
the company's common stock owned by the group, $5 million cash and
other consideration for the company's coal and gold mining
operations, its mining equipment manufacturing and licensing unit,
citrus operations and other smaller operations. The Addington
family owns approximately 45 percent of the company's
approximately 15.9 million common shares currently outstanding.
If the transaction is consummated, the remaining company
would consist of the company's environmental division, Addington
Environmental, which operates or owns 10 landfills, six hauling
companies and seven transfer stations in the Southeast. The
environmental division, with revenues of $26 million through the
third quarter of 1994, is the fastest growing segment of Addington
Resources.
Completion of the transaction, if approved, is expected to
take at least several months.
The offer states that completion of the transaction is
contingent upon several items, including:
<PAGE>
. The receipt of a fairness opinion regarding the transaction from an
investment banking firm. The board of directors today authorized a special
board committee to select and retain an investment banking firm and
independent legal counsel to assist the committee in the evaluation of the
offer
. Financing commitments obtained by the Addington family shareholders to
provide working capital for the businesses they propose to own and operate,
and to fulfill other commitments
. An Internal Revenue Service private letter ruling approving tax-free status
for the transaction
. The negotiation and execution of definitive transaction documents
. The obtaining of all necessary governmental, regulatory and third-party
consents and releases required or desirable to effect the transaction
. Shareholder approval, including by a majority of the non-Addington family
shareholders.
In addition to the shares offered to the company, the Addington family
would distribute $5 million cash to Addington Environmental, and would direct to
the company half of the royalties collected under the Joy Technologies agreement
licensing the use of highwall mining machines.
The assets and liabilities of each Addington Resources subsidiary would
generally be retained by each entity after the transfer.
No assurances can be given concerning whether a transaction will be
consummated.
Addington Resources expects total 1994 revenues in the range of $150
million. Through nine months ending September 30, 1994, revenues were $115
million and the net loss for the nine months ending September 30, 1994, was $7.4
2
<PAGE>
million, which reflects one-time restructuring charges of approximately $21
million.
The company consists of four primary subsidiaries and several other
operations.
Addington Environmental operates or owns 10 landfills, six hauling
companies and seven transfer stations in Kentucky, North Carolina, Georgia and
Florida. Environmental revenues were $25 million in fiscal year 1993, and were
$26 million through the nine months ending September 30, 1994.
Mining Technologies, Inc. oversees the company's contract mining operations
and administers a licensing agreement with Joy Technologies, Inc., which
manufactures and leases the patented highwall mining machinery developed by
Addington Resources. Additionally, Addington Resources mines and markets coal
from four eastern Kentucky mines. Mining revenues through nine months ending
September 30, 1994, were $89 million.
Addwest Minerals, Inc., the company's gold mining subsidiary with
operations in the western United States, began mining gold in December.
The company also has a citrus-growing subsidiary in the western Caribbean
country of Belize. This subsidiary was put up for sale as part of the corporate
restructuring announced in October 1994.
"The company has made substantial progress in many areas since we announced
restructuring steps in the fall of 1994," said Addington Resources President
Kirby J. Taylor. "We will continue taking actions necessary to implement the
restructuring plan outlined last October."
The company expects to release its 1994 earnings at 4 p.m., Monday,
March 6.
The stock of Addington Resources, Inc., is traded on the NASDAQ National
Market System under the symbol ADDR.
# # #
3
<PAGE>
EXHIBIT 99.2
------------
LARRY C. ADDINGTON
1500 NORTH BIG RUN ROAD
ASHLAND, KENTUCKY 41102-9527
March 1, 1995
Addington Resources, Inc.
Attn: Board of Directors
1500 North Big Run Road
Ashland, Kentucky 41102-9527
Gentlemen,
Larry, Robert and Bruce Addington (collectively, the "Addington Brothers")
propose to split up the businesses of Addington Resources, Inc. ("ARI") between
the Addington Brothers and the remaining ARI shareholders on the following
terms:
1. The following second and third tier ARI subsidiaries would be split off
from ARI to the Addington Brothers in exchange for all of their shares of ARI
common stock in a tax-free transaction under IRC (S)(S) 355, 361 and
368(a)(1)(D): Addington Mining, Inc., Addwest Mining, Inc., Addwest Transport,
Inc., Mining Technologies, Inc., Addwest Minerals, Inc., Tennessee Mining, Inc.,
New River Lime, Inc., Belize River Fruit Company, and Barton Creek Farms, Inc.
(collectively, the "Coal Division Companies").
2. Prior to the closing of the split off, the Addington Brothers would
contribute $5,000,000.00 in cash to ARI's capital. This capital would remain
with ARI in the split off.
3. All liabilities and obligations of the Coal Division Subsidiaries would
go with the Coal Division Subsidiaries in the split off. All liabilities and
obligations of ARI and the non-Coal Division Subsidiaries would remain
liabilities and obligations of ARI and the non-Coal Division Subsidiaries. Prior
to the closing, all assignments, assumptions and releases would be obtained to
effect such split up of the obligations and liabilities of ARI and its
subsidiaries.
4. All guarantees of obligations or liabilities of ARI and its non-Coal
Division Subsidiaries by the Addington Brothers or the Coal Division
Subsidiaries would be released at or prior to the closing. All guarantees of
obligations or liabilities of the Coal Division Subsidiaries by ARI or the
non-Coal Division Subsidiaries would be released at or prior to the closing.
5. All intercompany debts and obligations between ARI and the non-Coal
Division Subsidiaries, on the one hand, and the Coal Division Subsidiaries, on
the other hand, would be canceled or otherwise terminated.
<PAGE>
6. ARI and the non-Coal Division Subsidiaries would provide the Coal
Division Subsidiaries, the Addington Brothers, and their respective directors,
officers and agents with a general release and would agree not to bring any
action against such persons and entities. The Addington Brothers and the Coal
Division Subsidiaries would provide ARI, its non-Coal Division Subsidiaries,
and their respective directors, officers and agents with a general release and
would agree not to bring any action against such persons and entities.
7. Certain assets, such as the Joy Technologies licensing agreement, the
Tri-State Airport Lease, the helicopter, and the ARI headquarters in Ashland,
Kentucky, would be identified as assets belonging to the Coal Division
Subsidiaries and any interest in such assets held by ARI and the non-Coal
Division Subsidiaries would be assigned or released prior to the closing. The
Addington Brothers would be willing to remit fifty per cent of the net revenues
received from the Joy Technologies licensing agreement to ARI as a part of
the consideration in this transaction.
8. If the closing of the transaction occurs before the remaining
outstanding stock grants issued to ARI employees under the 1989 Stock Grant Plan
vest on November 18, 1995, all such grants shall be accelerated to the date of
closing so that all such employees, including those employed by the Coal
Division Subsidiaries, will receive the shares of ARI Common Stock subject to
these outstanding grants.
Any offer to undertake the split off transaction described above would be
contingent upon the negotiation and execution of definitive transaction
documents, appropriate financing for the Addington Brothers, the approval of the
transaction by ARI's outside directors, the obtaining of a fairness opinion from
a financial advisor, the obtaining of a favorable tax ruling with respect to the
tax free nature of the split off, the approval of the transaction by ARI's
shareholders (excluding the Addington Brothers), and the obtaining of all
necessary governmental, regulatory and third party consents and releases
required or desirable to effect the split off transaction.
This proposal shall expire August 31, 1995, or upon the execution of a
definitive Agreement between the parties, whichever occurs first.
-2-
<PAGE>
If the foregoing is a proposal you would like to consider, please so
indicate by return mail and we will begin negotiation of a definitive agreement.
Very truly yours,
Addington Brothers
By: /s/ Larry Addington
-----------------------
Larry Addington
/s/ Robert Addington
------------------------
Robert Addington
/s/ Bruce Addington
------------------------
Bruce Addington
-3-
