1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): April 2, 2001 -------------- U.S.A. Floral Products, Inc. ----------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Delaware 000-23121 52-2030697 - ------------------------------------------------------------------------------------------------- (State of Incorporation) (Commission File Number) (IRS Employer Identification Number) 1500 NW 95th Avenue, Miami FL 33712 - -------------------------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (305) 629-5153 - ------------------------------------------------------------------------------- (Registrant's telephone number) 1025 Thomas Jefferson Street, NW, Suite 300 East Washington, DC 20007 - ------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) 2 ITEM 3. BANKRUPTCY OR RECEIVERSHIP. On April 2, 2001 the Registrant filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware. In addition, 16 of the Registrant's subsidiaries, which, together with the Registrant, comprise its domestic operating companies, also sought such relief. Pursuant to the Chapter 11 filing, the Registrant and each of these subsidiaries will continue to manage their respective affairs as debtors-in-possession in accordance with the applicable provision of the United States Bankruptcy Code. The Registrant intends to undertake an orderly marshalling and liquidation of its assets for the benefit of its creditors. ITEM 5. OTHER EVENTS (a) On April 2, 2001, the Registrant issued a press release connection with the Chapter 11 filing described in Item 3 above. A copy of that press release is attached as Exhibit 99.1 hereto. (b) On April 2, 2001, the Registrant issued a press release announcing that it had signed a letter of intent for the sale of all of its international operating units to Deutsche Beteiligungs AG (DBAG). A copy of that press release is attached as Exhibit 99.2 hereto. 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 hereunto duly authorized. U.S.A. Floral Products, Inc. Date: April 3, 2001 By:/s/ Michael W. Broomfield ---------------------------- Michael W. Broomfield Chief Executive Officer 3 EXHIBIT INDEX Exhibit Description 99.1 Registrant's Press Release dated April 2, 2001, regarding Chapter 11 filing. 99.2 Registrant's Press Release dated April 2, 2001, announcing sale of its international operations.