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EXHIBIT 4.5(c)
Notice of Redemption and Expiration of Conversion Privilege dated June 3, 1996
relating to the Registrant's 7% Convertible Subordinated Debentures Due 2011.
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HUDSON GENERAL CORPORATION
HUDSON GENERAL LLC
NOTICE OF REDEMPTION
and
EXPIRATION OF CONVERSION PRIVILEGE
7% Convertible Subordinated Debentures Due 2011
(CUSIP No. 443784 AB 9)
REDEMPTION DATE: JULY 22, 1996
CONVERSION PRIVILEGE EXPIRES: JULY 22, 1996
NOTICE IS HEREBY GIVEN that Hudson General Corporation (the "Company")
and Hudson General LLC (the "LLC") have elected to call for redemption on July
22, 1996 (the "Redemption Date"), pursuant to Article Three of the Indenture,
dated as of July 1, 1986 (the "Indenture"), between the Company and Chemical
Bank Delaware, a Delaware banking corporation (the "Trustee"), as amended by the
First Supplemental Indenture, dated as of April 22, 1996, among the Company, the
LLC and the Trustee, $15,825,000 aggregate principal amount of their outstanding
7% Convertible Subordinated Debentures Due 2011 (the "Debentures") at a
redemption price of 100% of the principal amount thereof, together with accrued
and unpaid interest thereon of $1.36 per $1,000 principal amount of Debentures
from July 15, 1996 to the Redemption Date, for a total redemption price of
$1,001.36 for each $1,000 principal amount of Debentures (the "Redemption
Price"). The interest payment on the Debentures due on July 15, 1996 shall be
payable in the usual manner.
The debenture numbers of the Debentures to be redeemed in whole or in
part and the respective principal amounts thereof to be redeemdd are as follows:
Debenture Principal Amount Debenture Principal Amount
Number to be Redeemed Number to be Redeemed
- --------- ---------------- --------- ----------------
RU-251 22,000 RU-296 56,000
RU-252 53,000 RU-304 113,000
RU-265 41,000 RU-305 108,000
RU-268 56,000 RU-306 118,000
RU-269 57,000 RU-307 112,000
RU-276 47,000 RU-308 106,000
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Debenture Principal Amount Debenture Principal Amount
Number to be Redeemed Number to be Redeemed
- --------- ---------------- ---------- ----------------
RU-309 114,000 RU-442 203,000
RU-310 108,000 RU-451 31,000
RU-311 102,000 RU-459 11,000
RU-312 109,000 RU-464 12,000
RU-313 116,000 RU-468 1,000
RU-314 111,000 RU-479 38,000
RU-315 102,000 RU-483 2,391,000
RU-316 107,000 RU-484 2,510,000
RU-317 111,000 RU-485 2,221,000
RU-318 111,000 RU-505 5,000
RU-319 118,000 RU-506 1,000
RU-320 111,000 RU-537 6,000
RU-322 97,000 RU-538 4,000
RU-323 117,000 RU-555 4,000
RU-324 114,000 RU-565 1,090,000
RU-325 127,000 RU-566 53,000
RU-326 116,000 RU-567 53,000
RU-328 123,000 RU-568 60,000
RU-329 104,000 RU-569 48,000
RU-330 114,000 RU-570 54,000
RU-331 121,000 RU-571 61,000
RU-332 104,000 RU-572 53,000
RU-333 104,000 RU-573 59,000
RU-334 121,000 RU-574 48,000
RU-335 113,000 RU-575 54,000
RU-336 106,000 RU-585 32,000
RU-337 113,000 RU-588 14,000
RU-338 108,000 RU-700 26,000
RU-339 111,000 RU-704 2,000
RU-340 116,000 RU-713 2,000
RU-353 96,000 RU-716 2,000
RU-366 268,000 RU-717 4,000
RU-373 280,000 RU-721 26,000
RU-388 1,000 RU-722 29,000
RU-412 2,000 RU-723 28,000
RU-413 160,000 RU-724 23,000
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DEBENTURE PRINCIPAL AMOUNT DEBENTURE PRINCIPAL AMOUNT
NUMBER TO BE REDEEMED NUMBER TO BE REDEEMED
- --------- ---------------- --------- ----------------
RU-725 12,000 RU-753 13,000
RU-726 12,000 RU-755 6,000
RU-727 14,000 RU-783 33,000
RU-728 12,000 RU-797 1,304,000
RU-739 1,000 RU-798 2,000
RU-744 51,000 RU-799 15,000
RU-746 22,000 RU-800 1,000
RU-751 23,000
The Debentures or portions thereof called for redemption are
convertible into shares of common stock, $1.00 par value, of the Company (the
"Common Stock") at the conversion price and in the manner described below until
the close of business on the Redemption Date. No payment or adjustment will be
made on conversion for interest accrued on the Debentures surrendered for
conversion or for dividends on Common Stock delivered on such conversion. In
addition, Debentures surrendered for conversion during the period from the close
of business on July 1, 1996 (the record date for the July 15, 1996 interest
payment on the Debentures) to the opening of business on July 15, 1996 must be
accompanied by payment of funds equal to the interest payable on July 15, 1996
on the principal amount of such Debentures being converted. From and after the
close of business on the Redemption Date, Debentures or portions thereof called
for redemption shall no longer be deemed outstanding, notwithstanding that any
such Debentures shall not have been surrendered for cancellation, and all rights
with respect to such Debentures or portions thereof, including accrual of
interest, shall forthwith cease and terminate except the right of holders to
receive, upon surrender for their certificates, payment of the Redemption Price.
ALTERNATIVES AVAILABLE TO HOLDERS OF DEBENTURES CALLED FOR REDEMPTION
1. Conversion of Debentures into Common Stock. The Debentures or
portions thereof listed above are convertible until the close of business on the
Redemption Date into shares of Common Stock at the conversion price of $32.75
per share (equivalent to a conversion rate of approximately 30.53 shares of
Common Stock for each $1,000 principal amount of Debentures). No fractional
shares of Common Stock will be issued upon conversion but, in lieu thereof, the
Company will pay in cash an amount equal to the applicable fraction of the
current market price of the Common Stock on the day of conversion. If more than
one Debenture is surrendered for conversion at one time by the same holder, the
number of full shares issued upon conversion thereof shall be computed on the
basis of the aggregate principal amount of the Debentures, or specified portions
thereof to be converted, so surrendered.
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The Common Stock is traded on the American Stock Exchange under the
symbol "HGC." Holders of Debentures or portions thereof called for redemption
who are considering exercising their right to convert are encouraged to obtain
copies of the available filings made by the Company under the Securities
Exchange Act of 1934, as amended, copies of which can be reviewed at the offices
of the Securities and Exchange Commission or the American Stock Exchange.
ON MAY 31, 1996, THE CLOSING PRICE PER SHARE OF THE COMMON STOCK ON THE
AMERICAN STOCK EXCHANGE WAS $38.50 PER SHARE. BASED UPON THE CURRENT MARKET
PRICE, THE MARKET VALUE OF THE COMPANY'S COMMON STOCK (AND CASH FOR ANY
FRACTIONAL SHARE) INTO WHICH THE DEBENTURES OR PORTIONS THEREOF CALLED FOR
REDEMPTION ARE CONVERTIBLE IS GREATER THAN THE REDEMPTION PRICE OF THE
DEBENTURES. SO LONG AS THE MARKET PRICE OF THE COMPANY'S COMMON STOCK REMAINS
ABOVE $32.75 PER SHARE, HOLDERS OF DEBENTURES CALLED FOR REDEMPTION WHO ELECT TO
CONVERT WILL RECEIVE UPON CONVERSION COMMON STOCK (AND CASH FOR ANY FRACTIONAL
SHARE) HAVING A MARKET VALUE GREATER THAN THE REDEMPTION PRICE. HOLDERS OF
DEBENTURES CALLED FOR REDEMPTION ARE URGED TO OBTAIN CURRENT MARKET QUOTATIONS
FOR THE COMMON STOCK. THE DEADLINE FOR CONVERSION OF THE DEBENTURES OR PORTIONS
THEREOF CALLED FOR REDEMPTION IS THE CLOSE OF BUSINESS ON THE REDEMPTION DATE.
2. Redemption of Debentures Called for Redemption on July 22, 1996. Any
Debentures or portions thereof called for redemption which have not been
received by the paying agent, or which have been received by the paying agent
with instructions to redeem such Debentures, by the close of business on the
Redemption Date, will be redeemed on the Redemption Date at the Redemption
Price. From and after the close of business on the Redemption Date, Debentures
or portions thereof called for redemption shall no longer be deemed outstanding,
notwithstanding that any certificate therefor shall not have been surrendered
for cancellation, and all rights with respect to such Debentures, including
accrual of interest, shall forthwith cease and terminate on the Redemption Date,
except the right of holders of such Debentures to receive, upon surrender of
their Debentures, payment of the Redemption Price.
On or after the Redemption Date, upon surrender of a Debenture to be
redeemed in part only, a new Debenture or Debentures will be issued in principal
amount equal to the unredeemed portion of such surrendered Debenture.
3. Sale of Debentures. Holders of Debentures called for redemption may
sell such Debentures in the open market through usual brokerage facilities or
otherwise. Holders of Debentures who wish to sell their Debentures should
consult with their own advisers regarding if and when they should sell their
Debentures.
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DELIVERY OF DEBENTURES
Chemical Bank will act as paying agent and conversion agent for the
purpose of receiving Debentures tendered for redemption or conversion. Delivery
of Debentures to Chemical Bank for either such purpose may be made as follows:
If by Mail: Chemical Bank
c/o Texas Commerce Bank
Corporate Trust Services
P.O. Box 219052
Dallas, Texas 75221-9052
If by Hand: Chemical Bank
Corporate Trust Securities Window
55 Water Street, Second Floor
Room 234 - North Building
New York, New York 10041
If by Courier: Chemical Bank
c/o Texas Commerce Bank
Corporate Trust Services
1201 Main Street, 18th Floor
Dallas, Texas 75202
THE METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING DEBENTURES, IS AT
THE ELECTION AND RISK OF THE HOLDER. IF DELIVERY IS BY MAIL, IT IS RECOMMENDED
THAT HOLDERS USE CERTIFIED OR REGISTERED MAIL, INSURED, RETURN RECEIPT
REQUESTED. IN THE CASE OF CONVERSION OF DEBENTURES, SUFFICIENT TIME SHOULD BE
ALLOWED TO ASSURE TIMELY DELIVERY TO THE CONVERSION AGENT BY THE CLOSE OF
BUSINESS ON THE REDEMPTION DATE. SINCE IT IS THE TIME OF RECEIPT BY THE
CONVERSION AGENT, NOT THE TIME OF MAILING, THAT DETERMINES WHETHER THE
DEBENTURES HAVE BEEN PROPERLY TENDERED FOR CONVERSION, SUFFICIENT TIME SHOULD BE
ALLOWED FOR DELIVERY.
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MANNER OF CONVERSION
TO CONVERT DEBENTURES CALLED FOR REDEMPTION INTO COMMON STOCK, THE
HOLDER MUST SURRENDER SUCH DEBENTURES PRIOR TO THE CLOSE OF BUSINESS ON THE
REDEMPTION DATE, WHETHER BY MAIL, HAND OR COURIER, TO THE CONVERSION AGENT AT
ONE OF ITS ADDRESSES SET FORTH ABOVE. THE DEBENTURES MUST BE ACCOMPANIED BY
WRITTEN NOTICE OF ELECTION TO CONVERT (WHICH MAY BE IN THE FORM SET FORTH ON THE
REVERSE OF THE DEBENTURES). IF THE NOTICE OF ELECTION IS SIGNED BY A PARTY OTHER
THAN THE REGISTERED HOLDER OF THE DEBENTURES, SUCH DEBENTURES MUST ALSO BE
ACCOMPANIED BY A WRITTEN INSTRUMENT OR INSTRUMENTS OF TRANSFER IN A FORM
SATISFACTORY TO THE COMPANY. IN ADDITION, DEBENTURES SURRENDERED FOR CONVERSION
DURING THE PERIOD FROM THE CLOSE OF BUSINESS ON JULY 1, 1996 (THE RECORD DATE
FOR THE JULY 15, 1996 INTEREST PAYMENT ON THE DEBENTURES) TO THE OPENING OF
BUSINESS ON JULY 15, 1996 MUST BE ACCOMPANIED BY PAYMENT OF FUNDS EQUAL TO THE
INTEREST PAYABLE ON JULY 15, 1996 ON THE PRINCIPAL AMOUNT OF SUCH DEBENTURES
BEING CONVERTED. THE CONVERSION PRIVILEGE EXPIRES AT THE CLOSE OF BUSINESS ON
THE REDEMPTION DATE.
THE DEBENTURES CALLED FOR REDEMPTION MAY BE CONVERTED INTO COMMON STOCK
ONLY BY DELIVERY OF THE DEBENTURES TO THE CONVERSION AGENT AT ONE OF ITS
ADDRESSES SET FORTH ABOVE PRIOR TO THE CLOSE OF BUSINESS ON THE REDEMPTION DATE.
ANY DEBENTURES CALLED FOR REDEMPTION WHICH HAVE NOT BEEN RECEIVED BY THE PAYING
AGENT, OR WHICH HAVE BEEN RECEIVED BY THE PAYING AGENT WITH INSTRUCTIONS TO
REDEEM SUCH DEBENTURES, BY THAT TIME WILL BE REDEEMED ON THE REDEMPTION DATE AT
THE REDEMPTION PRICE. SINCE IT IS THE TIME OF RECEIPT BY THE CONVERSION AGENT,
NOT THE TIME OF MAILING, THAT DETERMINES WHETHER THE DEBENTURES HAVE BEEN
PROPERLY TENDERED FOR CONVERSION, SUFFICIENT TIME SHOULD BE ALLOWED FOR
DELIVERY.
MANNER OF REDEMPTION
To receive the Redemption Price for any Debenture being redeemed, the
holder thereof must surrender the Debentures to the paying agent at one of its
addresses set forth above.
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CERTAIN FEDERAL INCOME TAX CONSEQUENCES
The payment of the proceeds on redemption of the Debentures or portions
thereof called for redemption, and the payment, if any, of cash proceeds paid in
lieu of the issuance of fractional shares of Common Stock on the conversion of
the Debentures, may be subject to U.S. information reporting and backup
withholding at the rate of 31% unless such holder (a) comes within certain
exempt categories and, when required, demonstrates that status or (b) provides a
correct taxpayer identification number, certifies as to no loss of exemption
from backup withholding and otherwise complies with applicable requirements of
the backup withholding rules. A holder of Debentures who does not provide the
Company with his correct taxpayer identification number may be subject to
penalties imposed by the Internal Revenue Service. Any amount withheld under the
backup withholding rules will be creditable against the holder's Federal income
tax liability. Therefore, unless such an exemption exists and is proved in a
manner satisfactory to the Company, each Debentureholder should complete, sign
and provide a Substitute Form W-9, so as to provide the information and
certification necessary to avoid backup withholding.
EACH HOLDER IS URGED TO CONSULT HIS OR HER OWN TAX ADVISOR AS TO
THE PARTICULAR TAX CONSEQUENCES OF CONVERSION OR REDEMPTION TO SUCH
HOLDER, INCLUDING THE APPLICABILITY AND EFFECT OF FEDERAL, STATE, LOCAL AND
OTHER TAX LAWS.
TRANSFER POWERS; TRANSFER TAXES
If a certificate evidencing shares of Common Stock or a check is to be
issued in a name other than that of the registered owner of Debentures, the
Debentures must be properly endorsed or be accompanied by appropriate bond
powers properly executed by the registered holder(s) so that such endorsement or
bond powers are signed exactly as the name(s) of the registered holder(s)
appear(s) on the Debentures, and the signature(s) must be properly guaranteed by
a bank, trust company, broker, dealer, credit union, savings association or
other entity which is a member in good standing of the Securities Transfer
Agent's Medallion Program. If certificates evidencing shares of Common Stock
issued upon conversion are to be registered in the name of any person other than
the registered holder of the Debentures, or if tendered Debentures are to be
paid to any person other than the person in whose name such Debentures are
registered, the amount of any transfer taxes (whether imposed on the registered
holder or such person) payable on account of the transfer to such person shall
be borne by the registered holder or such person and such amount shall be
deducted from the Redemption Price (if arising in connection with the redemption
of Debentures), and shares of Common Stock shall not be issued to such person
(if arising in connection with the conversion of Debentures), unless in each
case satisfactory evidence of the payment of such taxes, or exemption therefrom,
is submitted.
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GENERAL
A copy of this Notice of Redemption and Expiration of Conversion
Privilege has been sent to all holders of record of the Debentures whose
Debentures have been called for redemption. Additional copies of such documents
may be obtained from Chemical Bank at its 55 Water Street, New York, New York
address set forth above.
HUDSON GENERAL CORPORATION
HUDSON GENERAL LLC
Dated: June 3, 1996
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