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HADSON ANNOUNCES ADDITIONAL MODIFICATIONS TO ITS PURPOSED PLAN OF REORGANIZATION

 HADSON ANNOUNCES ADDITIONAL MODIFICATIONS
 TO ITS PURPOSED PLAN OF REORGANIZATION
 OKLAHOMA CITY, Sept. 9 /PRNewswire/ -- Hadson Corporation (NYSE: HAD) announced today modifications to its proposed "prepackaged" Chapter 11 Bankruptcy Plan and the extension of the deadline for voting on such plan to 12:00 noon, New York City time, on Sept. 29, 1992. As previously announced, Hadson is soliciting votes on a proposed plan of reorganization prior to filing a Chapter 11 case. The voting deadline had been 12:00 noon, New York City time, on Sept. 10, 1992.
 The modifications to the plan have been made as a result of Hadson's negotiations with a representative (Wilbur Ross of Rothschild Inc.) of certain holders (as of the record date) of approximately $8 million aggregate principal amount of Hadson's 7-3/4 percent Convertible Subordinated Debentures Due 2006. Each of such holders, including Elliott Associates, L.P. (which has been conducting a solicitation in opposition to Hadson's plan), AKT Associates, L.P., Weiser Investment Management Limited, Noddings Convertible Hedge Partnership and The Putnam Companies, had indicated to the representative, and the representative had indicated to Hadson, that such holder intended to vote to reject Hadson's plan. Hadson believed that such rejecting votes, together with other anticipated rejecting votes, might have been sufficient to block acceptance of the plan. The negotiations with the representative have culminated in an agreement, subject to definitive documentation, pursuant to which each of such holders, acting in its individual capacity, has agreed to vote in favor of Hadson's plan upon Hadson's making the modifications hereby announced.
 Hadson's plan has been modified to provide that each share of Hadson's Junior Preferred Stock to be issued to holders of the debentures will be convertible into shares of Hadson's Common Stock at a conversion price of $.25, subject to adjustment, instead of $1.00. In addition, shares of Junior Preferred Stock will not be subject to automatic conversion into shares of Common Stock until the second anniversary of their issuance and will be subject to automatic conversion thereafter only if, during the third year after their issuance, the Common Stock trades for a specified period at levels equal to or in excess of 300 percent of the then-effective conversion price and, after the third anniversary of the date of their issuance, the Common Stock trades for a specified period at levels equal to or in excess of 160 percent of the conversion price in effect from time to time. As last modified, Hadson's plan had provided that shares of Junior Preferred Stock would be subject to automatic conversion if, at any time after their issuance, the Common Stock had traded for a specified period at levels equal to or in excess of 175 percent of the then-effective conversion price. Warrants to purchase additional shares of Common Stock, which were to be issued to debentureholders as additional consideration under the plan as last modified, have been eliminated from the plan.
 The plan has also been modified such that the shares of all classes of Common Stock to be issued to Hadson's senior secured lender, The Prudential Insurance Company of America, will represent approximately the same percentage (37 percent) of Hadson's post-restructuring fully- diluted equity ownership as under the plan as originally proposed. Assuming conversion of all shares of Junior Preferred Stock to be issued to the debentureholders (including additional shares of Junior Preferred Stock which may be issued by Hadson in satisfaction of the first three years' 8 percent dividend requirements on such shares), the debentureholders will own approximately 43 percent of Hadson's post- restructuring fully-diluted equity. Existing holders of Common Stock other than Prudential will retain approximately 18 percent of Hadson's post-restructuring fully-diluted equity, and options under Hadson's proposed equity incentive plan for management would, assuming exercise of the maximum number of options grantable thereunder, own the remaining 2 percent.
 Solicitation materials describing the plan modifications in detail will be filed with the Securities and Exchange Commission in the near future and mailed to holders of debentures and Common Stock upon completion of the Commission's review. The June 12, 1992 record date for the solicitation has not been changed.
 Hadson Corporation is an independent producer and supplier of energy products and services. Hadson has continuing operations in natural gas and gas liquids through its subsidiary Hadson Energy Products and Services, Inc. ("HEPSI"). HEPSI is not a party to Hadson Corporation's debt agreements and will not be a party to Hadson's bankruptcy proceedings.
 -0- 9/9/92
 /CONTACT: J. Michael Adcock, president and chief operating officer, of Hadson Corporation, 405-235-9531/
 (HAD) CO: Hadson Corporation ST: Oklahoma IN: OIL SU: RCN


LR -- NY034 -- 7464 09/09/92 11:28 EDT
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Publication:PR Newswire
Date:Sep 9, 1992
Words:777
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