SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
(Amendment No. 1)
ZEIGLER COAL HOLDING COMPANY
(Name of Subject Company)
ZEIGLER ACQUISITION CORPORATION
a wholly owned subsidiary of
AEI RESOURCES, INC.
(Bidder)
LARRY ADDINGTON
(Co-Bidder)
Common Stock, $.01 par value
(Title of Class Securities)
989286109
(CUSIP Number of Class of Securities)
Donald P. Brown, President
and Chief Executive Officer
AEI Resources, Inc.
1500 North Big Run Road
Ashland, Kentucky 41102
(606) 928-3433
with a copy to:
Alan K. MacDonald
James A. Giesel
Brown, Todd & Heyburn PLLC
400 West Market Street, 32nd Floor
Louisville, Kentucky 40202-3363
(502) 589-5400
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidder)
SCHEDULE 14D-1
CUSIP No.: 989286109
1. NAME OF REPORTING PERSON: Larry Addington
S.S. OR I.R.S IDENTIFICATION NO. OF ABOVE PERSON:
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)___
(b)___
3. SEC USE ONLY:
4. SOURCES OF FUNDS:
BK
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(e) OR 2(f): ______
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON:
0 Shares
8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES
CERTAIN SHARES _____
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7):
0.0%
10. TYPE OF REPORTING PERSON: IN
This Amendment No. 1 amends the Tender Offer Statement on
Schedule 14D-1 originally filed on August 5, 1998 (the
"Statement") with respect to the Tender Offer by Zeigler
Acquisition Corporation, a Delaware corporation (the "Purchaser")
and a wholly owned subsidiary of AEI Resources, Inc., a Delaware
corporation ("Parent"), to purchase all of the outstanding shares
of common stock $.01 par value per share (the "Shares"), of
Zeigler Coal Holding Company (the "Company"), at a purchase price
of $21.25 per share (the "Offer Price"), net to Seller in cash,
in accordance with the terms and subject to the conditions set
forth in the Offer to Purchase, dated August 5, 1998 (the "Offer
to Purchase"), and in the related Letter of Transmittal (which,
as the same may be amended or supplemented from time to time,
collectively constitute the "Offer"). Capitalized terms not
otherwise defined herein have their meaning as set forth in the
Offer to Purchase. This Amendment No. 1 is also being filed to
add Larry Addington as a co-bidder to the Schedule 14D-1. The
inclusion of Mr. Addington is not an admission that he is a
"bidder" or "co-bidder" for purposes of the Offer. Mr. Addington
is not a party to the Merger Agreement. The items of the
Statement set forth below are hereby amended and supplemented as
follows:
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE
SUBJECT COMPANY.
(a)-(b) The information set forth in the fourth and fifth
paragraphs of "The Tender Offer - 9. Background of the Offer" of
the Offer to Purchase is hereby amended in their entirety as
follows:
On April 22, 1998, AEI received guidelines for submitting
proposals, and on May 22, 1998, Parent, a newly formed holding
company for the natural resource operations conducted by AEI,
submitted its proposal to the Company. The proposal provided for
a merger transaction in which the outstanding Shares of the
Company would be acquired for $21.25 per Share in cash. On May
26, 1998, a representative of the Company notified AEI that the
Company had decided to commence negotiations with Parent.
Promptly thereafter, the Company and Parent entered into an
agreement providing for an exclusive negotiating period through
June 25, 1998. These negotiations continued through July 7,
1998. In addition, Parent and the Prospective Investor held
discussions regarding the structure, financing and nature of
their relationship.
On July 10, 1998, Parent terminated discussions with the
Prospective Investor, and representatives of Parent contacted the
Company through its financial advisor to express Parent's
interest in submitting a new proposal. AEI then engaged Warburg
Dillon Read LLC as its financial advisor in connection with its
proposal to acquire the Company. Shortly thereafter,
representatives of Parent and Warburg Dillon Read LLC met with
CSFB to discuss possible terms of a new proposal and conducted
additional due diligence with respect to the Company. On July
20, 1998, Parent received a proposed acquisition agreement on
behalf of the Company reflecting the prior discussions between
the parties. During the week of July 27, 1998, Parent obtained
financing commitments from UBS sufficient to fund the acquisition
of the Company, including a tender offer for all of the Shares of
the Company at a purchase price of $21.25 per Share. From July
27 to August 3, 1998, representatives of Parent and the Company,
and their respective legal and financial advisors conducted
extensive negotiations of the definitive terms of the Offer, the
Merger Agreement and related agreements. Representatives of
certain principal shareholders of the Company actively
participated in the negotiations.
ITEM 10. ADDITIONAL INFORMATION.
(f) The reference in "The Tender Offer - 7. Certain
Information Concerning the Company" to the disclaimer of accuracy
or reliability of the projected financial information is hereby
amended to delete the Company.
The information set forth in "The Tender Offer - 13.
Certain Conditions of the Offer" of the Offer to Purchase is
hereby amended in its entirety as follows:
13. Certain Conditions of the Offer
Notwithstanding any other provision of the Offer, the
obligation of Purchaser to accept for payment or pay for any
Shares tendered pursuant to the Offer shall be subject to the
satisfaction of the following conditions (the "Offer Conditions")
on or before the Expiration Date (i) the Minimum Condition, (ii)
the Financing Condition, and (iii) the occurrence of none of the
following events at any time before the Expiration Date (except
as specified below):
(a) at any time before payment for any Shares, (i) the
waiting period applicable to the Offer or the Merger pursuant to
the provisions of the HSR Act and any applicable foreign or
supranational antitrust laws shall fail to have expired or to
have been terminated, or (ii) action by the Department of Justice
or Federal Trade Commission or any foreign or supranational
agency or entity charged with enforcement of antitrust laws that
are applicable to the transactions contemplated hereby
challenging or seeking to enjoin the consummation of the Offer or
the Merger shall have been instituted and be pending;
(b) at any time before payment for any Shares, (i) any
order or preliminary or permanent injunction shall be entered in
any action or proceeding before any court or any statute, rule,
regulation, legislation, or order shall be enacted, entered,
enforced, amended or issued by any United States legislative
body, court, government or governmental, administrative or
regulatory authority or agency (other than the waiting period
provisions of the HSR Act) which shall remain in effect and which
shall have the effect of (x) making illegal or restraining or
prohibiting the making of the Offer, the acceptance for payment
of, or payment for, the Shares by Parent, Purchaser or any other
affiliate of Parent, or the consummation of the Offer or the
Merger or (y) imposing limitations on the ability of Purchaser
effectively to acquire or hold or exercise full rights of
ownership of the Shares, including, without limitation, the right
to vote the Shares on all matters properly presented to the
stockholders of the Company; provided, that Parent, to the extent
provided in the Merger Agreement, shall, if necessary to prevent
the taking of such action, or the enactment, enforcement,
amendment, issuance or application of any statute, rule,
regulation, legislation, judgment, order or injunction, offer to
accept an order to divest such of the Company's or Parent's
assets and businesses as may be necessary to forestall such
injunction or order and to hold separate such assets and business
pending such divestiture; (ii) any proceeding brought by an
administrative agency or commission or other domestic
governmental entity seeking any of the foregoing shall be
pending; or (iii) any action or proceeding shall be commenced
following the date of the Merger Agreement and be pending before
any court, which, if adversely determined, could reasonably be
expected to have a material adverse effect on the Company;
(c) the Company, Purchaser and Parent shall have agreed
that the Offer or the Merger Agreement be terminated, or the
Merger Agreement shall have been terminated in accordance with
its terms;
(d) the Company or any of its subsidiaries shall have
breached one or more of its representations and warranties set
forth in the Merger Agreement or failed to perform any of its
obligations, covenants or agreements under the Merger Agreement
and such breaches or failures to perform shall in the aggregate
materially and adversely affect the ability of Parent to own or
control the Company, its equity securities and its assets;
(e) any material adverse effect on the Company shall have
occurred or be occurring; or
(f) the representations and warranties of the Company
relating to the capitalization of the Company and its
subsidiaries and the Company's right under the Joint Development
Agreement shall not be true and correct in all material
respects.
The foregoing conditions are for the sole benefit of Parent
and Purchaser and may be asserted by Parent or Purchaser
regardless of the circumstances giving rise to any such condition
or may be waived by Parent or Purchaser in whole or in part at
any time and from time to time in their reasonable discretion.
The failure by Parent or Purchaser at any time to exercise any of
the foregoing rights shall not be deemed a waiver of any such
right, the waiver of any such right with respect to particular
facts or circumstances shall not be deemed a waiver with respect
to any other facts or circumstances, and each such right shall be
deemed an ongoing right that may be asserted at any time or from
time to time.
SIGNATURES
After due 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.
Dated: August 28, 1998
ZEIGLER ACQUISITION
CORPORATION
By: /s/ Donald P. Brown
Donald P. Brown
President
AEI RESOURCES, INC.
By: /s/ Donald P. Brown
Donald P. Brown
President and Chief
Executive Officer
LARRY ADDINGTON
/s/ Larry Addington
Larry Addington
