SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 5, 1996
ERLY Industries Inc.
(Exact name of registrant as specified in its charter)
California
(State or other jurisdiction of incorporation)
1-7894 95-2312900
(Commission File Number) (I.R.S. Employer
Identification No.)
10990 Wilshire Boulevard, #1800
Los Angeles, California 90024-3955
(Address of Principal (Zip Code)
Executive Offices)
(213) 879-1480
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Item 2. Acquisition or Disposition of Assets.
(a) On July 5, 1996, American Rice, Inc. ("ARI"), a subsidiary of
ERLY Industries Inc. (the "Registrant") acquired from Campbell
Soup Company and Vlasic Foods, Inc. (the "Sellers") certain assets
of Sellers' domestic Olive Business including real property,
machinery and equipment, inventory, grower advances, trademark
rights, books and records, contracts, permits and intangibles (the
"Assets"). Sellers have no relationship with the Registrant, its
affiliates, the officers or directors of Registrant, or any associate
of any such officer or director. ARI paid approximately $28,400,000
for the Assets and ARI assumed certain liabilities of Sellers. The
purchase price, determined by arm's length negotiations between ARI
and the Sellers, is subject to adjustment. The estimated purchase
price was paid in cash at the closing on July 5, 1996, with the
exception of a credit of $700,000 which was previously paid by ERLY
and a $732,400 note payable by ARI to Campbell Soup Company. The
source of funds used for the consideration was an $85.0 million line
of credit provided to ARI by Harris Trust and Savings Bank,
Individually and as Agent.
On July 5, 1996, ARI also purchased from Campbell Soup
Company 100% of the issued and outstanding shares of common
stock of Compania Envasadora Loreto, S.A. (the "Shares"), which
is engaged in the olive business in Spain. ARI paid approximately
$9,300,000 for the Shares. The purchase price was based on the
estimated fair market value of the Shares on the closing date, and
is subject to adjustment. The purchase price was paid in cash at
the closing on July 5, 1996. The source of funds used for the
consideration was an $85.0 million line of credit provided to ARI
by Harris Trust and Savings Bank, Individually and as Agent.
(b) The Assets were all used in Sellers' Ripe Olive and Green Olive
Businesses and ARI intends to continue using the Assets for such
purposes.
Item 7. Financial Statements and Exhibits.
(a) It is impractical for the Registrant to provide the required
financial statements and accountants' reports for the acquired
businesses at this time, however, the required information will
be filed on or before sixty (60) days of the date of the filing
of this report.
(b) It is impractical for the Registrant to provide the required pro
forma financial information at this time, however, the required
information will be filed on or before sixty (60) days of the date
of the filing of this report.
EXHIBITS
The following exhibits are filed with this report:
Page
Number
In This
Exhibit Number and Description Filing
- ---------------------------------------- --------
(2.1) Asset Purchase and Sale Agreement Exhibit 2.1,
Between American Rice, Inc. and pages 1-46
Campbell Soup Company, dated as
of June 11, 1996
(2.2) Share Sale Agreement Between Exhibit 2.2,
American Rice, Inc. and pages 1-23
Campbell Soup Company, dated as
of June 11, 1996
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.
Date: July 22, 1996 ERLY INDUSTRIES INC.
--------------------
(Registrant)
By: /s/ Thomas A. Whitlock
----------------------
Thomas A. Whitlock
Vice President and
Corporate Controller