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): SEPTEMBER 29, 1998
U.S.A. FLORAL PRODUCTS, INC.
(Exact Name of Registrant as Specified in 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 300 EAST, 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.
(a) Effective September 30, 1998, pursuant to the Stock and Asset Purchase
Agreement ("Purchase Agreement") by and between DIMON Incorporated
("DIMON") and Florimex Worldwide GmbH ("Florimex Germany"), and U.S.A.
Floral Products, Inc. ("USA Floral"), USA Floral acquired: (i) the
stock of 23 subsidiaries of Florimex Germany; (ii) certain assets and
liabilities of Florimex Germany; and (iii) the stock of Florimex USA,
Inc. ("Florimex USA") and Florimex Canada, Inc. ("Florimex Canada"),
each of which were previously wholly-owned subsidiaries of DIMON.
Florimex Germany, Florimex USA
and Florimex Canada are collectively referred to as "Florimex."
Florimex is the largest international importer and distributor of
fresh-cut flowers in the world with operations in over 15 countries.
Pursuant to the terms of the Purchase Agreement: (i) USA Floral
acquired from DIMON all of the shares of the issued and outstanding
capital stock of Florimex USA and Florimex Canada; (ii) U.S.A. Floral
Products Germany GmbH & Co. KG, a German limited partnership, acquired
from Florimex Germany all of the shares of the issued and outstanding
capital stock of three German operating subsidiaries of Florimex
Germany; (iii) U.S.A. Floral Products Holding GmbH, the limited
partner of the German limited partnership described above and a wholly
owned subsidiary of USA Floral, acquired from Florimex Germany all of
the shares of the issued and outstanding capital stock of 20 other
subsidiaries directly or indirectly owned, of record and beneficially
by Florimex Germany; and (iv) U.S.A. Floral Products Holding GmbH
acquired from Florimex Germany certain assets and liabilities. In
consideration for the exchange of their shares of issued and
outstanding capital stock and/or assets and liabilities, DIMON and
Florimex Germany received in the aggregate approximately $66.1 million
in cash and USA Floral or its subsidiaries extinguished approximately
$23.6 million of the net debt of the acquired businesses. The
approximately $66.1 million in cash for the acquisitions was obtained
from borrowings under USA Floral's credit facility (the "Credit
Facility") with a syndicate of lenders for whom Bankers Trust Company
is agent.
The total consideration was determined on the basis of arms' length
negotiations between representatives of USA Floral, DIMON and Florimex
Germany.
(b) Not applicable.
Item 5. Other Events.
Acquisition of Southern Rainbow Corporation
Effective September 29, 1998, USA Floral acquired Southern Rainbow
Corporation ("Southern Rainbow"). Southern Rainbow imports and sells
fresh-cut flowers to customers in the United States and Canada. Southern
Rainbow has offices in Miami, Florida.
Amendment and Restatement of Credit Agreement
Effective October 2, 1998, USA Floral amended and restated its credit
agreement (the "Amended Credit Agreement"), which was originally entered
into on October 16, 1997. Pursuant to the terms of the Amended Credit
Agreement, the amount of the Credit Facility was increased to $200 million,
the sub-limit under the Credit Facility for permitted acquisitions was
increased to up to $180 million, and the sub-limit for working capital
purposes and letters of credit was increased to up to $20 million. In
addition, a revolving loan with a sub-limit of up to $15 million and which
is payable to certain foreign subsidiaries of USA Floral in either Deutsche
Marks or Guilders, as further set forth in the Amended Credit Agreement,
was created as a separate portion of the $200 million Credit Facility.
Finally, a $50 million Deutsche Mark denominated Term Loan was created as
an additional source of borrowings in excess of the $200 million Credit
Facility.
The Amended Credit Agreement is filed as an exhibit to this Current Report
on Form 8-K.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(a) Financial Statements of Businesses Acquired. The financial statements
required to be filed for Florimex 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) Pro Forma Financial Information. The required pro forma financial
information will be filed at the time the required financial
statements for Florimex are filed.
(c) Exhibits. The following exhibits are filed as part of this Current
Report on Form 8-K:
Exhibit No.
Description
-------------------------------------------------- -----------
Stock and Asset Purchase Agreement by and between 2.1
DIMON Incorporated and Florimex Worldwide GmbH,
and U.S.A. Floral Products, Inc.
Credit Agreement among U.S.A. Floral Products, Inc., 4.1
U.S.A. Floral Products Germany GmbH & Co. KG,
Florimex Worldwide B.V., Various Lending
Institutions, Bayerische Hypo-Und Vereinsbank AG, as
Syndication Agent, BankBoston, N.A., as
Documentation Agent, and Bankers Trust Company, as
Arranger and Administrative Agent, dated as of
October 16, 1997 and Amended and Restated as of
October 2, 1998.
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: October 15, 1998 By: /s/ RAYMOND C. ANDERSON
------------------------------------
Raymond C. Anderson
Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
- ----------- ------------------------------------------------------
2.1 Stock and Asset Purchase Agreement by and
between DIMON Incorporated and Florimex
Worldwide GmbH, and U.S.A. Floral Products,
Inc. (Schedules and Annexes are omitted and will
be furnished upon request).
4.1 Credit Agreement among U.S.A. Floral Products,
Inc., U.S.A. Floral Products Germany GmbH & Co.
KG, Florimex Worldwide B.V., Various Lending
Institutions, Bayerische Hypo-Und Vereinsbank
AG, as Syndication Agent, BankBoston, N.A., as
Documentation Agent, and Bankers Trust
Company, as Arranger and Administrative Agent,
dated as of October 16, 1997 and Amended and
Restated as of October 2, 1998. (Schedules and
certain Annexes are omitted and will be furnished
upon request).