SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported) SEPTEMBER 28, 1998
--------------------------------
RICA FOODS, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
NEVADA
- --------------------------------------------------------------------------------
(State or other jurisdiction of incorporation)
0-18222 87-0432572
- ------------------------- ---------------------------------
(Commission File Number) (IRS Employer Identification No.)
95 MERRICK WAY, SUITE 507
CORAL GABLES, FLORIDA 33134
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (305) 476-1757
------------------------------
COSTA RICA INTERNATIONAL, INC.
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
Page 1 of 3 Pages
ITEM 5. OTHER EVENTS
On September 28, 1998, Rica Foods, Inc. (the "Company") signed two
agreements (the "Acquisition Agreements") to purchase the remaining outstanding
shares of common stock of its majority-owned subsidiaries Corporacion Pipasa,
S.A. ("Pipasa") and Corporacion As de Oros, S.A. ("As de Oros") for 11,050,784
and 5,012,762 shares of the Company's common stock, respectively. Currently, the
Company owns 59.6 percent of Pipasa and 56.4 percent of As de Oros. The purchase
price accorded each of these acquisitions was determined by conducting a
financial analysis of the current and projected cash flow positions of Pipasa
and As de Oros, discounted to present value, and negotiated by independent
persons of the respective parties. The consummation of each of the acquisitions
will be subject to certain closing conditions, including the approval of the
Company's shareholders.
On November 9, 1998, the Acquisition Agreements were amended to provide
that the consummation of the acquisitions will be subject to the additional
closing conditions that (i) the Company shall have received an opinion from an
independent firm that both acquisitions are fair to the stockholders of the
Company from a financial point of view, and (ii) the Company's stockholders
shall have approved the acquisitions.
The remaining 1,840,000 shares of Pipasa that the Company has agreed to
acquire are currently owned by Inversiones La Ribera, S.A., a Costa Rican
corporation owned by Calixto Chaves, the Company's president, chief executive
officer and director, as well as a major shareholder of the Company. The
remaining 654,300 shares of As de Oros that the Company has agreed to acquire
are currently owned by Comercial Angui, S.A. ("Angui"), a Costa Rican
corporation and major shareholder of the Company. Upon consummation of the two
transactions, Mr. Chaves and Angui will directly and indirectly own 17,030,729
shares and 7,459,820 shares, or 44.4% and 19.5%, of the outstanding common stock
of the Company, respectively.
Pipasa is Costa Rica's largest poultry producer and marketer,
comprising approximately a 50% share of that country's poultry market. Pipasa
operates 33 farms and two processing plants throughout Costa Rica, and exports
poultry products to El Salvador, Honduras, Nicaragua and Colombia. As de Oros is
Costa Rica's second largest poultry producer, comprising approximately a 20%
share of that country's poultry market. 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, and owns a chain of fried chicken
restaurants in Costa Rica called Restaurantes As de Oros.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED
None.
(b) PRO FORMA FINANCIAL INFORMATION
None.
(c) EXHIBITS
10.1 Stock Purchase Agreement, dated as of September 28, 1998, and
amended on November 9, 1998, by and between the Company and
Inversiones La Ribera, S.A.
10.2 Stock Purchase Agreement, dated as of September 28, 1998, and
amended on November 9, 1998, by and between the Company and
Comercial Angui, S.A.
Page 2 of 3 Pages
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.
RICA FOODS, INC.
Dated: November 17, 1998 By: /S/ CALIXTO CHAVES
--------------------------------------
Calixto Chaves
President and Chief Executive Officer
Page 3 of 3 Pages
EXHIBIT INDEX
EXHIBIT DESCRIPTION
- ------- -----------
10.1 Stock Purchase Agreement, dated as of September 28, 1998, and amended
on November 9, 1998, by and between the Company and Inversiones La
Ribera, S.A.
10.2 Stock Purchase Agreement, dated as of September 28, 1998, and amended
on November 9, 1998, by and between the Company and Comercial Angui,
S.A.