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) July 11, 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 more fully described in the press release dated July 12,
1995 (attached as Exhibit 99.1), Larry, Robert and Bruce
Addington have withdrawn the previously announced proposal of
March 1, 1995 to exchange their common stock of the Registrant
and other consideration for the Registrant's non-environmental
operations.
Howard P. Berkowitz, Stephen D. Weinress, and Richard Ravitch
announced, on July 12, 1995, their resignations from the Registrant's
Board of Directors. On April 3, 1995, these persons had been appointed
to the Registrant's Board of Directors and the Special Committee to consider
the March 1, 1995 proposal of the Addington brothers.
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 July 12, 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: July 12, 1995 By /s/ Kirby J. Taylor
Kirby J. Taylor
President and Chief
Operating Officer
EXHIBIT 99.1
ABOUT: Addington Resources, Inc.
CONTACT: Kirby J. Taylor
President
(606) 928-3433
FOR IMMEDIATE RELEASE
Addington founder withdraws proposal to acquire Addington
Resources' non-environmental operations
ASHLAND, Ky. (July 12, 1995) -- Addington Resources, Inc.
(NASDAQ National Market: ADDR) announced today that founder and
chief executive officer Larry Addington and his brothers have
withdrawn the previously announced proposal of March 1, 1995, by Mr.
Addington and his brothers to exchange their common stock of the
Company and other consideration for the Company's non-environmental
operations.
Larry Addington stated that the proposal was withdrawn because
of recent developments affecting the valuation of the Company's
non-environmental businesses. Mr. Addington stated, "My original
proposal was based on internal and external valuations of each of
the Company's business operations. Some of those valuations, such
as those established for the Addwest Minerals operations, have not
materialized. They have not achieved the projected profitability
upon which the original valuations were based. Thus, the terms of
my original proposal no longer reflect a feasible and prudent
business transaction. In light of recent developments affecting
those valuations, I discussed alternatives to my original proposal
with members of the Special Committee; however, we could not
together reach a definitive agreement."
Kirby Taylor, president and chief operating officer, stated
that he remains optimistic about the Company's long-term prospects
as reflected in its progress during the first half of 1995.
Mr. Taylor stated, "Our Company's environmental division is
performing ahead of budget for FY 1995. In addition, significant
progress has been made on the initiatives that were announced last
October. We expect that the results for the first six months of
1995 should reflect those improvements. The Company's citrus
operations in Belize remain for sale and with the announced letter
of intent to sell Addwest Minerals, the Company has narrowed its focus.
The Company has also reaped some of the long-term benefits of its
investment in highwall mining technology through the successful
sale of the Company's highwall mining technology in Australia,
while otherwise retaining worldwide rights to use the technology.
Additionally, the Company has a licensing agreement with Joy
Technologies."
Mr. Taylor also noted that the Company's management intends to
separate the Company's environmental operations from the Company's
mining operations to create a public company focused purely on
waste management.
Addington Resources, Inc. trades on the NASDAQ National Market
System under the symbol ADDR. The Company is involved in waste
management operations as well as mining, mining technology and
mining services.
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