UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 24, 2007
ML Macadamia Orchards, L.P.
(Exact name of registrant as specified in its charter)
Delaware | | 1-9145 | | 99-0248088 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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26-238 Hawaii Belt Road, Hilo, Hawaii | 96720 |
(Address of principal executive offices) | (Zip Code) |
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Registrant’s telephone number, including area code 808-969-8057
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement
As announced by ML Macadamia Orchards, L. P. in a press release on May 25, 2007, the Partnership has signed a definitive acquisition agreement acquiring substantially all of the assets of MacFarms of Hawaii, LLC and lease the 3,998 acre macadamia orchard owned by Kapua Orchard Estates, LLC (“Kapua”), an affiliate of MacFarms. Disclosure schedules are not appended as they contain confidential information.
Item 9.01. Exhibits
Exhibits | | |
10.58 | | Definitive Acquistion Agreement between ML Macadamia Orchards, L. P. and MacFarms of Hawaii, LLC and Kapua Orchard Estates, LLC, signed May 24, 2007. |
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99.1 | | Press Release “ML Macadamia Orchards, L. P. Signs Agreement to Acquire Mac Farms” |
EXHIBIT INDEX
Exhibits | | |
10.58 | | Definitive Acquistion Agreement between ML Macadamia Orchards, L. P. and MacFarms of Hawaii, LLC and Kapua Orchard Estates, LLC, signed May 24, 2007. |
| | |
99.1 | | Press Release “ML Macadamia Orchards, L. P. Signs Agreement to Acquire Mac Farms” |
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SIGNATURES
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.
| ML Macadamia Orchards, L.P. |
| (Registrant) |
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Date: May 30, 2007 | | |
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| By: | ML Resources, Inc. |
| | Managing General Partner |
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| By: | /s/ Dennis J. Simonis |
| | Dennis J. Simonis |
| | President and Chief Executive Officer |
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