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) FEBRUARY 26, 1998
COSTA RICA INTERNATIONAL, INC.
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(Exact name of registrant as specified in its charter)
NEVADA
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(State or other jurisdiction of incorporation)
0-18222 87-0432572
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(Commission File Number) (IRS Employer Identification No.)
95 MERRICK WAY, SUITE 507
CORAL GABLES, FLORIDA 33134
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(Address of principal executive offices, including Zip Code)
Registrant's telephone number, including area code (305) 476-1757
N/A
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(Former name or former address, if changed since last report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On February 26, 1998, Costa Rica International, Inc. (the
"Company") consummated an agreement (the "Stock Purchase Agreement") with
Comercial Angui, S.A. ("Angui"), a privately held company and the majority
shareholder of Corporacion As de Oros, S.A. ("As de Oros") to purchase 51% of
the outstanding voting stock of As de Oros for U.S. $2.4 million payable, in
cash, upon the maturity of a promissory note due in January 2000, and U.S. $2.6
million in Company stock. Pursuant to the Stock Purchase Agreement, the Company
assumed approximately U.S. $12 million of As de Oros debt. Angui and As de Oros
are Costa Rican corporations.
As de Oros, Costa Rica's second largest poultry producer, has
a share of approximately 19% of the poultry market in Costa Rica. In addition to
the production and marketing of poultry and poultry by-products, As de Oros is
one of the leaders in the Costa Rican animal feed market. As de Oros is also the
owner of Restaurantes As de Oros, a chain of fried chicken restaurants in Costa
Rica. Consummation of the Stock Purchase Agreement increases the Company's
customer base and provides it with a near 69% percent share of the Costa Rican
poultry market.
In conjunction with the Stock Purchase Agreement, the Company
has completed a private placement of U.S. $20 million 11.71% notes, comprised of
U.S. $8 million of Series A Senior Notes due January 15, 2005 (the "Series A
Notes"), and U.S. $12 million of Series B Senior Notes, due January 15, 2005
(the "Series B Notes"). The Series A Notes have been used to partially refinance
the outstanding debt of the Company's controlled subsidiary Corporacion Pipasa,
S.A. The Series B Notes have been used to refinance substantially all of the
outstanding debt of As de Oros. The refinancing of the debt of the subsidiaries
improves their financial position.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS
(a) & (b) It is currently not feasible to provide audited
financial statements, pro forma or otherwise, required pursuant to Regulation
S-K in connection with the acquisition identified in Item 2 above. This report
will be amended within 60 days from the date this Report is filed to include
such financial statement information.
(c) EXHIBITS
10.1 Stock Purchase Agreement dated January 22,
1998 by and between Costa Rica International, Inc. and Comercial Angui, S.A.,
which closed on February 26, 1998.
99 Press release of Costa Rica International,
Inc. dated March 6, 1998.
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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.
COSTA RICA INTERNATIONAL, INC.
Dated: March __, 1998 By: /s/ CALIXTO CHAVEZ
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Calixto Chavez
Chief Executive Officer
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
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10.1 Stock Purchase Agreement dated January 22, 1998 by and
between Costa Rica International, Inc. and Comercial Angui,
S.A., which closed on February 26, 1998.
99 Press release of Costa Rica International, Inc. dated
March 6, 1998.