-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LgIfw/TNuJYrZ5ru6Ao6GRmRxTIjC+lfeqTJPxhSWxFl5x6VF3xtFzR0+jKFDwqb NkU6KZQrZQfpvZPby08plw== 0000950172-99-000127.txt : 19990211 0000950172-99-000127.hdr.sgml : 19990211 ACCESSION NUMBER: 0000950172-99-000127 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19990209 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990210 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HUDSON GENERAL CORP CENTRAL INDEX KEY: 0000048948 STANDARD INDUSTRIAL CLASSIFICATION: AIRPORTS, FLYING FIELDS & AIRPORT TERMINAL SERVICES [4581] IRS NUMBER: 131947395 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-05896 FILM NUMBER: 99528082 BUSINESS ADDRESS: STREET 1: 111 GREAT NECK RD CITY: GREAT NECK STATE: NY ZIP: 11021 BUSINESS PHONE: 5164878610 MAIL ADDRESS: STREET 1: P O BOX 355 CITY: GREAT NECK STATE: NY ZIP: 11022 FORMER COMPANY: FORMER CONFORMED NAME: HUDSON LEASING CORP DATE OF NAME CHANGE: 19711207 8-K 1 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 ---------------- FEBRUARY 9, 1999 Date of Report (Date of Earliest Event Reported) HUDSON GENERAL CORPORATION (Exact name of Registrant as specified in its charter) DELAWARE 1-5896 13-1947395 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation or Organization) File Number) Identification No.) 111 GREAT NECK ROAD, GREAT NECK, NEW YORK 11021 (Address of Principal Executive Office) (Zip Code) (516) 487-8610 (Registrant's telephone number, including area code) NOT APPLICABLE (Former Name or Former Address, if Changed Since Last Report) ITEM 5. OTHER EVENTS. On February 9, 1999, Hudson General Corporation, a Delaware corporation ("Hudson General"), entered into Amendment No. 1, dated as of February 9, 1999 ("Amendment No. 1"), amending the Agreement and Plan of Merger, dated as of November 22, 1998, between Hudson General and River Acquisition Corp., a newly formed Delaware corporation owned by certain directors and senior executive officers of Hudson General ("River Acquisition"), pursuant to which River Acquisition increased the merger price to be paid to Hudson General's stockholders from $57.25 per share in cash to $61.00 per share in cash. The foregoing description of Amendment No. 1 does not purport to be complete and is qualified in its entirety by reference to Amendment No. 1, a copy of which is filed herewith as Exhibit 2.1 and is hereby incorporated by reference in its entirety. On February 10, 1999, Hudson General issued a press release (the "February 10 Press Release") announcing the execution of Amendment No. 1. The February 10 Press Release also announced that (i) Hudson General had received a written proposal from GlobeGround GmbH (formerly known as Lufthansa Airport and Ground Services GmbH), a wholly-owned subsidiary of Deutsche Lufthansa AG, to acquire all of Hudson General's outstanding shares of Common Stock at a price of $67.00 per share in cash, subject to the approval of the Supervisory Board of Deutsche Lufthansa AG not later than March 15, 1999, and (ii) Hudson General had received a written proposal from Ogden Corporation ("Ogden") to acquire all of Hudson General's outstanding shares of Common Stock at a price of $65.00 per share to be paid in either cash or common shares of Ogden, subject to a customary due diligence review regarding Hudson General and its business prospects and approval of Ogden's Board of Directors. The February 10 Press Release also noted that Hudson General previously had received a written proposal from Ranger Aerospace Corporation to acquire all of Hudson General's outstanding shares of Common Stock at a price of $62.00 per share in cash. Ranger Aerospace's proposal is subject to receipt of financing and satisfactory completion of a confirmatory due diligence review. The February 10 Press Release is filed herewith as Exhibit 99.1 and is hereby incorporated by reference in its entirety. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. Exhibit No. Description ------- ----------- 2.1 Amendment No. 1, dated as of February 9, 1999, amending the Agreement and Plan of Merger, dated as of November 22, 1998, between Hudson General Corporation and River Acquisition Corp. 99.1 Press Release issued by Hudson General Corporation dated February 10, 1999. 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 hereunto duly authorized. HUDSON GENERAL CORPORATION By: /s/ Michael Rubin ______________________________ Name: Michael Rubin Title: President Date: February 10, 1999 HUDSON GENERAL CORPORATION CURRENT REPORT ON FORM 8-K REPORT DATED FEBRUARY 9, 1999 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION ------- ----------- 2.1 Amendment No. 1, dated as of February 9, 1999, amending the Agreement and Plan of Merger, dated as of November 22, 1998, between Hudson General Corporation and River Acquisition Corp. 99.1 Press Release issued by Hudson General Corporation dated February 10, 1999. EX-2 2 EXHIBIT 2.1 - AMENDMENT NO. 1 AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER Amendment No. 1 ("Amendment No. 1"), dated as of February 9, 1999, amending the Agreement and Plan of Merger, dated as of November 22, 1998 (the "Agreement"), between Hudson General Corporation, a Delaware corporation (the "Company"), and River Acquisition Corp., a Delaware corporation (the "Merger Sub"). WHEREAS, in accordance with Section 8.03 of the Agreement, the parties hereto desire to amend the Agreement to reflect the parties agreement that the Merger Consideration (as defined in the Agreement) has been increased from $57.25 per share in cash to $61.00 per share in cash; NOW, THEREFORE, in consideration of the mutual agreements herein contained and intending to be legally bound hereby, the parties hereto agree as follows: 1. Definitions. Capitalized terms used herein and not otherwise defined herein shall have the meaning provided therefor in the Agreement. 2. Amendments to Agreement. The Agreement is hereby amended as set forth in this Section 2: (i) The first "WHEREAS" clause of the Agreement is amended to delete the number "$57.25" and replace it with the number "$61.00". (ii) The first sentence of Section 2.01(a) of the Agreement is hereby amended to read in its entirety as follows: "(a) Each share of the Common Stock issued and outstanding immediately prior to the Effective Time (other than any shares of Common Stock to be canceled pursuant to Section 2.01(b) and any Dissenting Shares (as defined below)) shall be converted into the right to receive $61.00 in cash, without interest (the "Merger Consideration")." 3. Miscellaneous. Except as expressly amended hereby, the terms and conditions of the Agreement shall continue in full force and effect. This Amendment No. 1 is limited precisely as written and shall not be deemed to be an amendment to any other term or condition of the Agreement or any of the documents referred to therein. Wherever "Agreement" is referred to in the Agreement or in any other agreements, documents and instruments, such reference shall be to the Agreement as amended hereby. 4. Counterparts. This Amendment No. 1 may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. 5. Governing Law. This Amendment No. 1 shall be governed by, and construed in accordance with, the laws of the State of Delaware without regard to the conflict of laws rules thereof. IN WITNESS WHEREOF, the Company and Merger Sub have caused this Amendment No. 1 to be executed as of the date first written above by their respective officers thereunto duly authorized. COMPANY: HUDSON GENERAL CORPORATION By: /s/ Michael Rubin -------------------------------- Name: Michael Rubin Title: President MERGER SUB: RIVER ACQUISITION CORP. By: /s/ Jay B. Langner -------------------------------- Name: Jay B. Langner Title: Chairman EX-99 3 EXHIBIT 99.1 - PRESS RELEASE [Hudson General Corporation Logo] SUBJECT: As Set Forth Below CONTACT: Michael Rubin, President RELEASE: February 10, 1999 HUDSON GENERAL CORPORATION RECEIVES $67.00 PER SHARE ACQUISITION OFFER FROM UNIT OF DEUTSCHE LUFTHANSA AG -- Hudson General Also Receives $65.00 Per Share Acquisition Offer from Ogden Corporation and Amends Existing Merger Agreement With Management-Led Buyout Group To Increase Price To $61.00 Per Share -- Great Neck, New York - - February 10, 1999 - - Hudson General Corporation (AMEX: HGC) said today that it has received a written proposal from GlobeGround GmbH (formerly known as Lufthansa Airport and Ground Services GmbH), a wholly-owned subsidiary of Deutsche Lufthansa AG, to acquire all of Hudson General's outstanding shares of Common Stock at a price of $67.00 per share in cash. The offer is subject to the approval of Deutsche Lufthansa's Supervisory Board not later than March 15, 1999. LAGS (USA) Inc., a wholly-owned subsidiary of GlobeGround, holds a 49% interest in Hudson General LLC, Hudson General's 51%-owned affiliate, which provides services at airports throughout the United States and Canada. Hudson General also said today that it has received a written proposal from Ogden Corporation to acquire all of Hudson General's outstanding shares of Common Stock at a price of $65.00 per share either in cash or in common shares of Ogden. Ogden stated in its letter that its acquisition proposal is subject to a customary due diligence review regarding Hudson General and its business prospects and approval of Ogden's Board of Directors. In addition, Hudson General said today that it has entered into an amendment to its existing merger agreement with a management-led buyout group providing for an increase from $57.25 to $61.00 in the per share cash merger price to be paid to Hudson General's shareholders. The buyout group is headed by Jay B. Langner, Hudson General's Chairman of the Board and Chief Executive Officer, and Richard D. Segal, Vice Chairman of the Board. The Special Committee of Hudson General's Board of Directors, which is comprised of three independent, unaffiliated directors, has authorized Hudson General to engage in discussions and negotiations with GlobeGround and Ogden concerning their acquisition proposals. Last week, Hudson General announced that it had received an offer from Ranger Aerospace Corporation to acquire all of Hudson General's outstanding shares of Common Stock at a price of $62.00 per share in cash. Ranger Aerospace's proposal is subject to receipt of financing and satisfactory completion of a confirmatory due diligence review. In addition to its 51% ownership interest in Hudson General LLC, Hudson General is a participant in a joint venture to develop 4,000 acres of land in Hawaii. Hudson General Corporation's shares are traded on the American Stock Exchange under the ticker symbol HGC. Hudson General Corporation 111 Great Neck Road Great Neck, NY 11022-0355 (516) 487-8610 TWX 5102212186 FAX (516) 487-4855 -----END PRIVACY-ENHANCED MESSAGE-----