SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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NOVEMBER 22, 1998
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
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(State or Other Jurisdiction of (Commission (IRS Employer
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 November 22, 1998, Hudson General Corporation, a Delaware
corporation ("Hudson General"), entered into an Agreement and Plan of
Merger, dated as of November 22, 1998 (the "Merger Agreement"), between
Hudson General and River Acquisition Corp., a newly formed Delaware
corporation to be owned by certain directors and senior executive officers
of Hudson General ("River Acquisition"), pursuant to which, among other
things, River Acquisition would merge with and into Hudson General (the
"Merger"), with Hudson General as the surviving corporation. As of the
effective time of the Merger each outstanding share of common stock, par
value $1.00 per share, of Hudson General (the "Common Stock") (other than
treasury shares, dissenting shares and shares to be owned by River
Acquisition) will be converted into the right to receive $57.25 in cash,
without interest. The Merger Agreement has been approved by the Board of
Directors of Hudson General based upon the unanimous recommendation of a
Special Committee of the Board of Directors consisting of three directors
who are not employed by or affiliated with Hudson General (except in their
capacities as directors) and who would not have any equity interest in
River Acquisition.
Consummation of the Merger is subject to satisfaction or waiver
by the parties of certain closing conditions, including (a) the receipt of
regulatory approvals, (b) approval by a majority of outstanding shares of
Hudson General Common Stock other than the shares owned by members of the
management group who will have an equity interest in River Acquisition,
(c) River Acquisition obtaining sufficient financing to consummate the
Merger and (d) other customary closing conditions.
The foregoing description of the Merger Agreement does not
purport to be complete and is qualified in its entirety by reference to the
Merger Agreement, a copy of which is filed herewith as Exhibit 2.1 and is
hereby incorporated by reference in it entirety.
On November 23, 1998, Hudson General issued a press release
announcing the execution of the Merger Agreement. The press release is
filed herewith as Exhibit 99.1 and is hereby incorporated by reference.
ITEM 7. FINANCIAL STATEMENT AND EXHIBITS.
Exhibit
No. Description
+ 2.1 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
November 23, 1998
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: November 23, 1998
HUDSON GENERAL CORPORATION
CURRENT REPORT ON FORM 8-K
REPORT DATED NOVEMBER 22, 1998
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
2.1 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
November 23, 1998.