-----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, Ug2YrCvDI1aJzftaSvRupOCsPxUl+at0OKQ1q0s0dN+K/39MboclBQ5Ufym+w4Nf 4hbIt0fjulTPeJD/Ze4IUA== 0000950172-99-000237.txt : 19990311 0000950172-99-000237.hdr.sgml : 19990311 ACCESSION NUMBER: 0000950172-99-000237 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990310 SUBJECT COMPANY: 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: SC 14D9/A SEC ACT: SEC FILE NUMBER: 005-07567 FILM NUMBER: 99562244 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 FILED BY: 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: SC 14D9/A 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 SC 14D9/A 1 ============================================================================= SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- SCHEDULE 14D-9 (AMENDMENT NO. 1) SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 --------------- HUDSON GENERAL CORPORATION (NAME OF SUBJECT COMPANY) HUDSON GENERAL CORPORATION (NAME OF PERSON(S) FILING STATEMENT) --------------- COMMON STOCK, PAR VALUE $1.00 PER SHARE (TITLE OF CLASS OF SECURITIES) 443784103 (CUSIP NUMBER OF CLASS OF SECURITIES) --------------- NOAH E. ROCKOWITZ, ESQ. SENIOR VICE PRESIDENT AND SECRETARY HUDSON GENERAL CORPORATION 111 GREAT NECK ROAD GREAT NECK, NEW YORK 11021 (516) 487-8610 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICE AND COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT) With copy to: DANIEL E. STOLLER, ESQ. SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP 919 THIRD AVENUE NEW YORK, NEW YORK 10022 (212) 735-3000 ============================================================================= This Amendment No. 1 amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9, dated February 19, 1999 (the "Schedule 14D-9"), of Hudson General Corporation, a Delaware corporation (the "Company"), filed in connection with the offer (the "Offer") by GLGR Acquisition Corporation (the "Purchaser") to purchase all outstanding shares of common stock, par value $1.00 per share (the "Shares"), of the Company. Capitalized terms used herein shall have the definitions set forth in the Schedule 14D-9 unless otherwise provided herein. ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED. The information set forth in the Schedule 14D-9 is hereby amended and supplemented by the following information: On March 10, 1999, the Company issued a press release announcing that the Supervisory Board of Deutsche Lufthansa AG has approved the acquisition of the Company by GlobeGround GmbH, a subsidiary of Deutsche Lufthansa. The approval satisfies a condition to the consummation of the Offer by Purchaser for all of the Company's outstanding Shares at a price of $76.00 per Share in cash. The Offer commenced on February 19, 1999 and will expire at 12:00 midnight, New York City time, on March 19, 1999, unless extended. The Company also announced that it is giving formal notice to River Acquisition that it is terminating the River Merger Agreement it previously entered into with River Acquisition. Upon such termination, River Acquisition is entitled to reimbursement by the Company for reasonable out-of-pocket expenses incurred in connection with the transactions contemplated by the River Merger Agreement, up to a maximum of $1.75 million. ITEM 9. MATERIAL TO BE FILED AS EXHIBITS. The following Exhibit is filed herewith: Exhibit Number Description - ------- ----------- 33. -- Text of Press Release issued by Hudson General Corporation, dated March 10, 1999 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. Dated: March 10, 1999 HUDSON GENERAL CORPORATION By: /s/ Michael Rubin ----------------------- Michael Rubin President EXHIBIT INDEX Exhibit Number Description - ------- ----------- 33. -- Text of Press Release issued by Hudson General Corporation, dated March 10, 1999 EX-99 2 EXHIBIT 33 - PRESS RELEASE [Hudson General Corporation Letterhead] Michael Rubin SUBJECT: As Set Forth Below CONTACT: President RELEASE: March 10,1999 ACQUISITION OF HUDSON GENERAL CORPORATION IS APPROVED BY DEUTSCHE LUFTHANSA SUPERVISORY BOARD Great Neck, New York - March 10, 1999 - Hudson General Corporation (AMEX: HGC) announced today that the Supervisory Board of Deutsche Lufthansa AG has approved the acquisition of Hudson General by GlobeGround GmbH, a subsidiary of Deutsche Lufthansa. Such approval satisfies a condition to the consummation of the pending tender offer by a GlobeGround subsidiary for all shares of Hudson General stock at a price of $76.00 per share in cash. The tender offer commenced on February 19, 1999 and will expire at 12:00 midnight, New York City time, March 19, 1999, unless extended. Hudson General also said that it is giving formal notice to a management-led buyout group that it is terminating the merger agreement it entered into with the buyout group in late November 1998. Under that agreement, as amended, Hudson General stockholders would have received $61.00 per share in a cash merger transaction. Upon such termination, the buyout group is entitled to reimbursement by Hudson General for reasonable out-of-pocket expenses incurred in connection with the terminated transaction, up to a maximum of $1.75 million. Hudson General, through its 51%-owned affiliate, Hudson General LLC, provides various services at airports throughout the United States and Canada. The remaining 49% interest in Hudson General LLC is owned by LAGS (USA) Inc., a subsidiary of GlobeGround. Hudson General is also 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. -----END PRIVACY-ENHANCED MESSAGE-----