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): October 16, 1998
U.S. HOME & GARDEN INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-19899 77-0262908
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
655 Montgomery Street, Suite 500, San Francisco, CA 94111
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 415-616-8111
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Former name or former address, if changed since last report
Item 2. Acquisition or Disposition of Assets.
On October 16, 1998 (the "Closing") U.S. Home & Garden Inc. (the
"Registrant"), acquired all of the stock (the "Acquisition") of Ampro
Industries, Inc. ("Ampro") pursuant to the Stock Purchase Agreement, dated as of
October 15, 1998 (the "Purchase Agreement"), by and among Registrant, and each
of Kenneth W. Hilbert, John R. Hilbert, E. Scott Hilbert, Omer Messer and
Charles J. Holton (collectively the "Ampro Stockholders").
Ampro is engaged in the business of manufacturing and distributing consumer
lawn and garden care products, including specialty combinations of mulch,
fertilizer and grass or flower seed (the "Business"). The Registrant intends to
continue to engage in the Business.
As consideration for the Acquisition, the Ampro Stockholders received an
aggregate base purchase price of approximately $21,469,000 less the amount
required to discharge certain outstanding indebtedness of Ampro, as more
particularly set forth in the Purchase Agreement, and adjusted dollar for dollar
based upon the value of the Stockholders' Equity included in the Final Closing
Date Balance Sheet (as defined in the Purchase Agreement) and to the extent the
value of collected accounts receivable exceed the amount of accounts receivable
included in Net Current Assets on the Final Closing Date Balance Sheet (as
defined in the Purchase Agreement) of Ampro. Additional payments were made by
the Registrant to acquire certain inventory of Ampro. Additional purchase price
payments for the 12 months ending September 30, 1999 and the 12 and 24 months
ending September 30, 2000 are contingent on Ampro achieving certain levels of
EBITDA (as defined in the Purchase Agreement). The consideration paid for the
Acquisition was determined by negotiations between the representatives of the
Registrant and the Ampro Stockholders.
In conjunction with the Acquisition, certain of the Ampro Stockholders
agreed not to compete in the United States with the Business for a period of
five years from the Closing and in return received aggregate payments from the
Registrant of $1.0 million.
The source of the consideration paid for the Acquisition was provided from
the proceeds of a loan to the Registrant from The Bank of America National Trust
and Saving Association (the "Bank"), pursuant to a credit agreement dated as of
October 13, 1998 between the Registrant and the Bank.
The descriptions of the Purchase Agreement described herein is qualified in
its entirety by reference to the copy of the Purchase Agreement which is filed
as an exhibit to this Report and which is incorporated herein by reference.
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Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
A. Financial Statements of the Business Acquired.
It is impractical to provide the required financial information at this
time. The required financial information for the business acquired will be filed
under cover of Form 8-K/A within 60 days of the date this Form 8-K was required
to be filed.
B. Pro Forma Financial Information.
It is impracticable to provide the required pro forma financial information
at this time. The required pro forma financial information will be filed under
cover of Form 8-K/A within 60 days of the date this Form 8-K was required to be
filed.
C. Exhibits
Exhibit 2.1 - Stock Purchase Agreement, dated as of October 15, 1998, by
and among the Registrant and the Ampro Stockholders.
Exhibit 2.2 - List of Omitted Schedules/Exhibits to Purchase Agreement.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
U.S. HOME AND GARDEN INC.
By: /s/ RICHARD J. RALEIGH
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Richard J. Raleigh,
Chief Operating Officer
Date: October 30, 1998
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