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): January 28, 1998
U.S.A. Floral Products, Inc.
(Exact name of registrant as specified in its charter)
Delaware 000-23121 52-2030697
(State or other Jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1025 Thomas Jefferson Street, N.W., Suite 600 West, Washington, D.C. 20007
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (202) 333-0800
Item 2. Acquisition or Disposition of Assets.
On January 28, 1998 pursuant to the Purchase Agreement ("Purchase
Agreement") by and among U.S.A. Floral Products, Inc., ("USA Floral"), CFL
Acquisition Corp., ABCL Acquisition Corp., Continental Farms Limited, Atlantic
Bouquet Company Limited ("Atlantic Bouquet"), Continental Farms Management, Inc.
("Continental Farms") and the Limited Partners named therein, ABCL Acquisition
Corp. and CFL Acquisition Corp., each a wholly-owned subsidiary of USA Floral,
acquired all of the partnership interests of each of Continental Farms and
Atlantic Bouquet, each a Florida limited partnership. Continental Farms is an
importer and broker of floral products from South America and Latin America and
Atlantic Bouquet is a bouquet manufacturer. Both companies distribute their
products throughout the United States and Canada. Continental Farms and Atlantic
Bouquet are headquartered in Miami, Florida.
Pursuant to the terms of the Purchase Agreement: (i) ABCL Acquisition Corp.
acquired 1% of the partnership interests in Continental Farms; (ii) CFL
Acquisition Corp. acquired 99% of the partnership interests in Continental
Farms; and (iii) CFL Acquisition Corp. acquired 1% of the partnership interests
of Atlantic Bouquet directly and acquired the remaining 99% of the partnership
interests of Atlantic Bouquet indirectly through the acquisition of Continental
Farms. In consideration for the exchange of their partnership interests, the
former holders of the partnership interests received in the aggregate: (a)
1,642,672 shares of USA Floral Common Stock (the "Common Shares") valued at
$16.741 per share ($27.5 million of Common Shares in the aggregate); (b) $27.5
million in cash; and (c) the extinguishment of $1.0 million in short-term
indebtedness. In addition, under the terms of the Purchase Agreement, key
employees of the sellers also may receive up to an aggregate of 181,921 options
under USA Floral's existing stock option plan. The $32.0 million in cash for the
acquisitions (which included the establishment of $3.5 million escrow for
potential contingent liabilities) was obtained from available working capital
and borrowings of $30.5 million under USA Floral's existing credit facility with
a syndicate of lenders for whom Bankers Trust Company ("BT") is agent.
The total consideration of approximately $56.0 million (including the
extinguishment of debt but excluding the escrow discussed above) was determined
on the basis of arms' length negotiations between representatives of USA Floral
and former holders of the partnership interests. The price per share was
determined by a formula of average prices for USA Floral Common Stock over a
recent period.
On January 29, 1998 pursuant to the Agreement and Plan of Reorganization
(the "Agreement") by and among USA Floral, XLG Acquisition Corp., XL Group, Inc.
("XL Group") and Peter F. Ullrich, XL Group, a Florida corporation, was acquired
by, and merged with and into, XLG Acquisition Corp., a wholly-owned subsidiary
of USA Floral. XL Group, which does business under the name "Condor Farms,
Inc", imports fresh cut floral products from Costa Rica, Ecuador and Columbia
and distributes these products to wholesalers and supermarkets throughout the
United States. The company is headquartered in Miami, Florida.
Pursuant to the terms of the Agreement, all shares of capital stock of XL
Group that were owned directly or indirectly by XL Group were canceled and each
share of capital stock of XL Group outstanding immediately prior to the Merger
was automatically canceled and extinguished and converted into the right to
receive in the aggregate: (a) 660,938 Common Shares valued at $16.643 per share
($11,000,000 of Common Shares in the aggregate); and (b) $11,000,000 in cash.
In addition, under the terms of the Purchase Agreement, key employees of the
seller may receive up to an aggregate of 67,901 options under USA Floral's
existing stock option plan. Cash for the acquisition was obtained from
available working capital and $11.0 million in borrowings under USA Floral's
existing credit facility with a syndicate of lenders for whom BT is
agent.
The total consideration of approximately $22.0 million was determined on
the basis of arms' length negotiations between representatives of USA Floral and
the former sole shareholder of XL Group. The price per share was determined by
a formula of average prices for USA Floral Common Stock over a recent period.
Item 5. Other Events
USA Floral also recently consummated the acquisition of the following four
companies:
In January 1998 USA Floral acquired Everflora, Inc. ("Everflora") and
Everflora Miami, Inc. ("Everflora Miami"). Everflora and Everflora Miami are
both importers/brokers of perishable floral products. Everflora, headquartered
in Creskill, New Jersey, sells various types of flowers to wholesalers across
the United States. Everflora Miami, headquartered in Miami, Florida, sells
various types of flowers and bouquets, primarily imported from Central and South
America.
Also in January 1998 USA Floral acquired H&H Flowers, Inc. ("H&H"
Flowers"). H&H Flowers, which does business under the name of "La Fleurette,"
assembles and sells floral bouquets and other arrangements to the supermarket
industry primarily throughout the Eastern United States. The company is
headquartered in Miami, Florida. Dwight Haight, a member of the Board of
Directors ("Board") of USA Floral, was a stockholder in H&H Flowers.
Also in January 1998 USA Floral acquired UltraFlora Corporation
("UltraFlora"). UltraFlora imports fresh cut floral products primarily from
Colombia and distributes them to retail stores throughout the United States and
Canada. The company is headquartered in Miami, Florida. Gustavo Moreno, a
member of the Board of USA Floral, was a stockholder in UltraFlora.
Also in January 1998 USA Floral acquired Koehler & Dramm, Inc. ("Koehler &
Dramm"). Koehler & Dramm is a regional wholesale florist company serving
retailers throughout the upper Midwest United States. The company is
headquartered in Minneapolis, Minnesota and has a branch operation in Kansas
City, Missouri.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(a) The financial statements required to be filed for Continental Farms and
for XL Group are not available and will be filed by amendment to this Form 8-K
no later than 60 days from the date this report is required to be filed.
(b) The pro forma financial information will be filed at the time the
required financial statements for Continental Farms and XL Group are filed.
(c) Exhibits. The following exhibits are filed as part of this Current
Report on Form 8-K:
Description Exhibit No.
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Purchase Agreement by and among U.S.A. Floral 2.1
Products, Inc. CFL Acquisition Corp., Continental
Farms Limited, Atlantic Bouquet Company Limited,
Continental Farms Management, Inc. and the Limited
Partners named therein.
Agreement and Plan of Reorganization by and among 2.2
U.S.A. Floral Products, Inc., XLG Acquisition Corp.,
XL Group, Inc. and Peter F. Ullrich.
SIGNATURE
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.
U.S.A. Floral Products, Inc.
Date: February 9, 1998 By: /s/ Raymond C. Anderson
-----------------------------
Raymond C. Anderson
Chief Financial Officer
EXHIBIT INDEX
Sequential
Exhibit No. Description Page No.
- ------------ ------------------------------------------------------ ----------
2.1 Purchase Agreement by and among U.S.A. Floral
Products, Inc. CFL Acquisition Corp., Continental
Farms Limited, Atlantic Bouquet Company
Limited, Continental Farms Management, Inc. and
the Limited Partners named therein.
2.2 Agreement and Plan of Reorganization by and
among U.S.A. Floral Products, Inc., XLG
Acquisition Corp., XL Group, Inc. and Peter F.
Ullrich.