Amendment to General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 13D/A Amendment to General Statement of Beneficial 5 36K
Ownership
2: EX-21 Pledge Agreement, Dated as of November 1, 1995, 12± 45K
Between Larry Addington and the Cit
Group/Business Credit, Inc. for the
Benefit of Itself and the Cit
Group/Equipment Finance, Inc.
SC 13D/A — Amendment to General Statement of Beneficial Ownership
Document Table of Contents
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)
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)
November 2, 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:
(7) Sole voting power. . . . . . . . 2,263,324 <F1>
(8) Shared voting power. . . . . . . 0
(9) Sole dispositive power . . . . . 2,263,324 <F1>
(10) Shared dispositive power . . . . 0
(11) Aggregate amount beneficially
owned by each reporting person . . . .2,263,324 <F1>
(12) Check box if the aggregate amount
in Row (11) excludes certain
shares (see instructions). . . . . . .
(13) Percent of class represented
by amount in Row (11) . . . . . . . . . 15.1% <F1>
(14) Type of reporting person . . . . . . . IN
<F1> See responses to Items 4, 5 and 6 concerning a Stock Purchase
Agreement, dated August 4, 1995, that contains contractual restrictions on
voting and dispositive power.
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"). The
purpose of this amendment is to amend and restate in its entirety the
Schedule to reflect (a) the consummation of the transactions contemplated
by that certain Stock Purchase Agreement, dated September 22, 1995, and
that certain Agreement and Plan of Corporate Separation, dated September
22, 1995, and (b) the expiration of the relationship between Larry
Addington and Bruce Addington, reported in Amendment No. 7 to this
Schedule, that may have given rise to their status as a group in connection
with the disposition of securities of the Issuer pursuant to said Agreement
and Plan of Corporate Separation. Information about Bruce Addington as a
possible member of a group with the reporting person is no longer presented
in this Schedule. The Schedule is amended and restated in its entirety as
follows.
Item 1. Security and Issuer.
The class of equity securities to which this statement relates is the
common stock, $1.00 par value (the "Common Stock"), of Addington Resources,
Inc., a Delaware corporation (the "Issuer").
The Issuer's principal executive office is located at 771 Corporate
Drive, Suite 1000, Lexington, Kentucky 40503.
Item 2. Identity and Background.
(a) The person filing this statement is Larry Addington.
(b) The business address of Larry Addington is: Addington
Enterprises, Inc., 1500 North Big Run Road, Ashland, Kentucky 41102.
(c) Larry Addington's Principal Occupation: President of
Addington Enterprises, Inc.; President of MTA Holdings, Inc.; Director of
the Issuer. Each of Addington Enterprises, Inc. and MTA Holdings, Inc. is
engaged in the coal mining business and has its principal offices at 1500
North Big Run Road, Ashland, Kentucky 41102.
(d) During the last five years, Larry Addington has not been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, Larry Addington has not been a
party to a civil proceeding of a judicial or administrative body resulting
in a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
(f) Larry Addington is a United States citizen.
Item 3. Sources and Amount of Funds or Other Consideration.
The Issuer was incorporated on September 29, 1986, to be a holding
company for various corporate entities owned or controlled by Larry,
Robert, and Bruce Addington, who are brothers (collectively, the "Addington
Brothers"). Before June 23, 1987, the Addington Brothers owned 100% of the
issued and outstanding shares of Addington, Inc., and Addwest Mining, Inc.,
and 95% of the issued and outstanding shares of Ironton Coal Company.
On June 23, 1987, the Issuer, through a series of exchanges of stock,
acquired all of the issued and outstanding shares of Addington, Inc., and
Addwest Mining, Inc. In addition, Addington, Inc., acquired the Addington
Brothers' interest in Ironton Coal Company.
During January 1988, the Issuer registered its Common Stock pursuant
to Section 12(g) of the Securities Exchange Act of 1934.
On or about February 23, 1995, the Addington Brothers, as a group, may
be deemed to have acquired beneficial ownership of the shares of Common
Stock owned by each of them, individually, as a result of the agreement or
understanding they reached to dispose of their shares of Common Stock as a
part of a spin-off proposal they submitted to the Issuer on or about March
1, 1995 (see Item 4).
On or about September 22, 1995, Larry Addington and Bruce Addington
may be deemed to have acquired beneficial ownership of the shares of Common
Stock owned by each of them, individually, as a result of their agreement
to dispose of shares of Common Stock pursuant to the Agreement and Plan of
Corporate Separation discussed in response to Item 4.
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.
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, which spin-off proposal was withdrawn on
July 11, 1995.
The Stock Purchase Agreement (the "Stock Purchase Agreement"), dated
August 4, 1995, among Larry Addington, Bruce Addington, Robert Addington
and HPB Associates, L.P. ("HPB") is filed as Exhibit 17 to this Schedule
and incorporated herein by reference. The sales of Common Stock by Larry
Addington, Bruce Addington and Robert Addington to HPB, as provided for in
the Stock Purchase Agreement, were consummated on August 4, 1995 and August
24, 1995.
The Stock Purchase Agreement contains agreements by the Addington
Brothers relating to the composition of the board of directors of the
Issuer and the voting of shares of Common Stock in all elections of
directors during the term of the Stock Purchase Agreement. Larry Addington
intends to appoint and/or elect directors of the Issuer in accordance with
his obligations under the Stock Purchase Agreement during the term of that
agreement.
In the Stock Purchase Agreement, each of the Addington Brothers also
agreed not to dispose or transfer shares of Common Stock except as
permitted by Section 6.02(d) of the agreement. Larry Addington may in the
future sell shares of Common Stock, subject to the restrictions imposed
under Section 6.02(d) of the Stock Purchase Agreement during the term of
that agreement.
The obligations of Larry Addington under the Stock Purchase Agreement
with respect to the voting and disposition of shares of Common Stock will
automatically terminate on August 31, 1997, if not sooner terminated to the
extent permitted by Section 7.01 thereof.
The Stock Purchase Agreement, dated September 22, 1995 (the
"Acquisition Agreement"), among the Issuer, Addington Holding Company,
Inc., Addington Acquisition Company, Inc., Larry Addington, Robert
Addington and Bruce Addington, is filed as Exhibit 19 to this Schedule and
incorporated herein by reference. The transactions contemplated by the
Acquisition Agreement were consummated on November 2, 1995. On that date,
pursuant to the Acquisition Agreement, the Addington Brothers, through
corporations owned by them, acquired, directly or indirectly, all of the
outstanding shares of the following subsidiaries of the Issuer: Addington
Mining, Inc.; Mining Technologies, Inc.; Addwest Mining, Inc.; Addington
Coal Holding, Inc.; Mining Technologies Australia Pty. Ltd.; Tennessee
Mining, Inc.; Addcar Contracting Pty. Ltd.; Energy, Inc.; and Addington
Coal Sales, Inc.
On November 2, 1995, Larry Addington and Bruce Addington exchanged, in
the aggregate, 1,000,000 shares of Common Stock owned by them for all of
the outstanding shares of Barton Creek Farm Limited and Belize River Fruit
Co., owned by the Issuer, indirectly, through Addington Holding Company,
Inc., pursuant to the terms and conditions contained in the Agreement and
Plan of Corporate Separation (herein so called), dated September 22, 1995,
among the Issuer, Addington Holding Company, Inc., Larry Addington and
Bruce Addington, a copy of which is filed as Exhibit 20 to this Schedule
and incorporated herein by reference. See the response to Item 5.
By virtue of the transactions contemplated by the Acquisition
Agreement and the Agreement and Plan of Corporate Separation, the Addington
Brothers, directly and through corporations owned by them, acquired
substantially all of the Issuer's non-environmental operations (excluding
gold and lime).
Larry Addington is presently a director of the Issuer and in this
capacity has the ability to influence the Issuer's activities and pursue
strategic opportunities available to the Issuer.
Except as stated above, Larry Addington does not have 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.
Item 5. Interest in Securities of the Issuer.
(a), (b) Larry Addington beneficially owns 2,263,324 shares of Common
Stock (15.1% of those outstanding upon the consummation of the Agreement
and Plan of Corporate Separation). Larry Addington has sole voting and
dispositive power over the shares beneficially owned by him subject to the
restrictions on voting and dispositive power contained in the Stock
Purchase Agreement, dated August 4, 1995, between HPB and the Addington
Brothers, a copy of which is attached as Exhibit 17 to this Schedule and
is incorporated herein by reference. See the response to Items 4 and 6
concerning voting and dispositive power and shares pledged by Larry
Addington.
(c) On November 2, 1995, Larry Addington disposed of 850,000 shares
of Common Stock and Bruce Addington disposed of 150,000 shares of Common
Stock in a transaction effected directly with the Issuer (and the Issuer's
subsidiary, Addington Holding Company, Inc.) pursuant to that certain the
Agreement and Plan of Corporate Separation, dated September 22, 1995, a
copy of which is filed as Exhibit 20 to this Schedule. The purchase price
for such shares paid by the Issuer (through Addington Holding Company,
Inc.) was the exchange of all of the outstanding shares of Barton Creek
Farm Limited and Belize River Fruit Co. owned by the Issuer, indirectly,
through Addington Holding Company, Inc. The closing price of shares of
Common Stock as of September 21, 1995, the date preceding the date of the
Agreement and Plan of Corporate Separation, which fixed the number of
shares of Common Stock being exchanged, was $14.625, as reported by NASDAQ
NMS. Following the disposition of such shares, Larry Addington has no
agreements or understandings with Bruce Addington to act in concert in the
disposition of securities of the Issuer.
Otherwise, Larry Addington has not effected transactions in the
Issuer's Common Stock since September 22, 1995, the date of the most recent
filing of an amendment to this Schedule.
(d) Larry Addington has pledged 250,000 shares of Common Stock. He
has not pledged 5% or more of the Issuer's Common Stock to any one person.
See the response to Item 6 of this Schedule.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
The Stock Purchase Agreement, dated August 4, 1995, among the
Addington Brothers and HPB contains agreements concerning the disposition
of shares of Common Stock owned by Larry Addington, Robert Addington and
Bruce Addington and the voting of shares of Common Stock in the election of
directors of the Issuer during the term of that agreement. The Stock
Purchase Agreement is filed as Exhibit 17 and is incorporated by reference
herein.
The Agreement and Plan of Corporate Separation, which is filed as
Exhibit 20 and incorporated herein by reference, contains agreements
relating to the disposition of shares of Common Stock by Larry Addington
and Bruce Addington.
On November 2, 1995, Larry Addington pledged 250,000 shares of Common
Stock to secure financing made available to Addington Enterprises, Inc. in
connection with the closing of the transactions contemplated by the
Acquisition Agreement.
Item 7. Material to be filed as Exhibits.
The following lists exhibits to this Schedule:
Exhibit 1 -- Letter dated March 1, 1995 to the Issuer from Larry
Addington, Robert Addington and Bruce Addington (previously filed)
Exhibit 2 -- Letter dated February 23, 1995, addressed to Larry
Addington from The CIT Group/Capital Equipment Financing, Inc. (previously
filed)
Exhibit 17 -- Stock Purchase Agreement, dated August 4, 1995, among
HPB Associates, L.P. and Larry Addington, Robert Addington and Bruce
Addington (previously filed)
Exhibit 18 -- Letter agreement, dated August 4, 1995, between
Addington Resources, Inc. and Larry Addington, Robert Addington and Bruce
Addington (previously filed)
Exhibit 19 -- Stock Purchase Agreement, dated September 22, 1995,
among the Issuer, Addington Holding Company, Inc., Addington Acquisition
Company, Inc., Larry Addington, Robert Addington and Bruce Addington
(previously filed)
Exhibit 20 -- Agreement and Plan of Corporate Separation, dated
September 22, 1995, among the Issuer, Addington Holding Company, Inc.,
Larry Addington and Bruce Addington (previously filed)
Exhibit 21 -- Pledge Agreement, dated as of November 1, 1995, between
Larry Addington and The CIT Group/Business Credit, Inc. for the benefit of
itself and The CIT Group/Equipment Finance, Inc. (filed herewith)
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: November 8, 1995
Dates Referenced Herein and Documents Incorporated by Reference
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