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)
OCTOBER 20, 2000 (SEPTEMBER 29, 2000)
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ML MACADAMIA ORCHARDS, 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.)
828 FORT STREET, HONOLULU, HAWAII 96813
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(Address of Principal Executive Offices) (Zip Code)
808-532-4130
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Registrant's telephone number, including area code
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ITEM 5. OTHER EVENTS.
On September 29, 2000, C. Brewer and Company, Ltd., the owner of Mauna Loa
Macadamia Nut Corporation ("Mauna Loa"), announced that it had sold all of
the stock in Mauna Loa to The Shansby Group, a San Francisco based private
equity partnership. A press release issued by the parties indicates that
the management team at Mauna Loa will continue in place.
Mauna Loa is the largest macadamia nut processor and distributor in the
world and is the exclusive purchaser of all of ML Macadamia Orchards,
L.P.'s ("the Partnership") macadamia nuts under long-term nut purchase
contracts. The long-term nut purchase contracts between Mauna Loa and the
Partnership will remain in effect. However, since Mauna Loa's performance
partly determines the price that the Partnership receives for its macadamia
nuts, the Partnership has no way of knowing whether a change in Mauna Loa's
ownership would enhance or diminish Mauna Loa's performance, and thus,
affect the Partnership's returns.
C. Brewer and Company, Ltd. is also the owner of ML Resources, Inc., the
general partner of the Partnership.
ITEM 7. EXHIBITS
(c) Exhibits.
99.1 Press Release dated October 2, 2000
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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.
ML MACADAMIA ORCHARDS, L.P.
(Registrant)
By ML RESOURCES, INC.
Managing General Partner
DATED: October 20, 2000 By /s/ Gregory A. Sprecher
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GREGORY A. SPRECHER
Senior Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit
Number Description
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99.1 Press Release dated October 2, 2000
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