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) December 18, 1997 (December 18, 1997) ------------------------------------- MAUNA LOA MACADAMIA PARTNERS, L.P. ---------------------------------- (Exact name of registrant as specified in its charter) DELAWARE 1-9145 99-0248088 - ------------------------------- ---------------------------- -------------------------------- (State or other jurisdiction of (Commission (I.R.S. Employer incorporation or organization) File Number) Identification No.) 827 FORT STREET, HONOLULU, HAWAII 96813 - ---------------------------------------- ----- (Address of Principal Executive Offices) (Zip Code) 808-544-6112 ------------ Registrant's telephone number, including area code 1 Item 5. Other Events. - ------- ------------- On December 18, 1997, Mauna Loa Macadamia Partners, L.P. (the "Partnership") announced that the Partnership and C. Brewer Homes, Inc. have executed a definitive merger agreement. The merger plan is subject to approval by the limited partners of the Partnership and the stockholders of C. Brewer Homes, Inc., and other normal closing conditions. The Agreement and Plan of Merger of the proposed merger, dated December 18, 1997, and the Press Release, dated December 18, 1997, are included in this report as Exhibit 2.2 and Exhibit 99.2. Item 7. Exhibits - ------- -------- (c) Exhibits. 2.2 Agreement and Plan of Merger dated December 18, 1997 99.2 Press Release dated December 18, 1997 2 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 -------------------------------- GREGORY A. SPRECHER Senior Vice President and Chief Financial Officer EXHIBIT INDEX Exhibit Page Number Description Number - ------- ----------- ------ 2.2 Agreement and Plan of Merger dated December 18, 1997 4-82 99.2 Press Release dated December 18, 1997 82-84 3