Amendment to General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 13D/A Schedule 13D Amendment 8± 41K
2: EX-1 Letter Dated March 1, 1995 to Issuer From Larry, 3± 18K
Robert and Bruce Addington
3: EX-2 Letter Dated February 23, 95 to Larry Addington 13± 57K
From the Cit Group/Capital Equipment
Financing Inc.
4: EX-3 Third Party Pledge Agreement Dated March 3, 1995 7± 32K
by Larry Addington and Related Agreement
Among Robert Addington, Larry Addington
and Kentucky Bank & Trust of Greenup
County
5: EX-4 Pledge Agreement by Larry Addington to Kentucky 1 10K
Farmer Bank Dated November 23, 1994
6: EX-5 Security Agreement Dated February 17, 1995 Between 5± 24K
Bruce Addington and National City Bank
7: EX-6 Security Agreement Dated January 27, 1995 Between 6± 28K
Bruce Addington and National City Bank
8: EX-7 Pledge and Hypothecation Agreement Dated November 3± 18K
14, 1994 Between Bruce Addington and
Commercial Bk of Grayson
9: EX-8 Stock Pledge Dated September 23, 1994 Between 2± 12K
Bruce Addington and Pikeville National
Bank and Trust Company
10: EX-9 Promissory Note Dated July 29, 1994 of Robert 5± 22K
Addington and Related Letter Agreement
Between Robert Addington and Harris
Trust and Savings Bank
11: EX-10 Security Agreement Dated August 19, 1993 Between 3± 17K
Robert Addington and National City Bank
12: EX-11 Security Agreement Dated March 3, 1995 Between 2± 15K
Robert Addington and Kentucky Bank &
Trust
13: EX-12 Security Agrmt Dated May 27, 1994 and Related 3± 17K
Addendum Between Robert Addington and
Kentucky Farmers Bank
14: EX-13 Security Agreement and 3rd Party Pledge Agreement, 4± 22K
Each Dated November 17, 1993, Between
Robert Addington and First National Bank
of Grayson
15: EX-14 Pledge Agreement Dated February 17, 1993 Between 5± 25K
Robert Addington and Merrill Lynch
EX-1 — Letter Dated March 1, 1995 to Issuer From Larry, Robert and Bruce Addington
Exhibit Table of Contents
Exhibit 1
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 sec. 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.
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.
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
Dates Referenced Herein and Documents Incorporated by Reference
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