UNITED STATES
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) November 7, 1997 (November 6,
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1997)
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MAUNA LOA MACADAMIA PARTNERS, L.P.
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(Exact name of registrant as specified in its charter)
DELAWARE 1-9145 99-0248088
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(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
827 FORT STREET, HONOLULU, HAWAII 96813
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(Address of Principal Executive Offices) (Zip Code)
808-544-6112
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Registrant's telephone number, including area code
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Item 5. Other Events.
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On November 6, 1997, Mauna Loa Macadamia Partners, L.P. and C. Brewer Homes,
Inc. jointly announced that they have reached an agreement in principal to
merge the two companies.
Under the terms of the agreement, shareholders of C. Brewer Homes, Inc. would
receive .667 shares of Mauna Loa Macadamia Partners, L.P. for each share of C.
Brewer Homes, Inc. The merger is expected to result in the issuance of
approximately 5.56 million limited partner shares. The merger plan is subject
to approval by the limited partners of the Partnership and the shareholders of
C. Brewer Homes. The combined Company will be renamed "Hawaii Land and
Farming Company." and will continue as a master limited partnership, trading
on the New York Stock Exchange.
The Letter Agreement of the proposed merger, dated November 6, 1997, and the
Press Release, dated November 6, 1997, are included in this report as Exhibit
2.1 and Exhibit 99.1.
Item 7. Exhibits
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(c) Exhibits.
2.1 Letter Agreement and Term Sheet of
proposed merger dated November 6, 1997
99.1 Press Release dated November 6, 1997
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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 thereunto duly authorized.
MAUNA LOA MACADAMIA PARTNERS, L.P.
(Registrant)
By MAUNA LOA RESOURCES INC.
Managing General Partner
By /s/ Gregory A. Sprecher
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GREGORY A. SPRECHER
Senior Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit Page
Number Description Number
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2.1 Letter Agreement and Term Sheet of
proposed merger dated November 6, 1997 4-10
99.1 Press Release dated November 6, 1997 11-15
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