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): July 14, 1999
ANDEAN DEVELOPMENT CORPORATION
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(Exact name of registrant as specified in its charter)
FLORIDA 33-90696 65-0648697
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
1900 GLADES ROAD, SUITE 351, BOCA RATON, FLORIDA 33431
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (561) 416-8930
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Item 2. ACQUISITION OR DISPOSITION OF ASSETS.
On June 30, 1999, Andean Development Corporation ("ADC") acquired
1,332,710 shares of common stock of Consonni USA, Inc. ("CONUSA") representing
44.4% of the issued and outstanding common stock of CONUSA from Mr. Pedro Pablo
Errazuriz, ADC's Chairman and CONUSA's controlling shareholder. ADC acquired the
CONUSA common stock in exchange for certain assets, including certain
non-performing assets, some long-term receivables, as well as the forgiveness of
debt in the sum of $127,514 due from Mr. Errazuriz, which in total net present
value raise to $1,923,511. The Company obtained an independent appraisal of the
common stock of CONUSA as well as an independent appraisal of certain of the
assets exchanged for the stock.
Prior to this transaction, ADC owned 11.18% of CONUSA's common stock.
ADC owns 55.5% of CONUSA's common stock as a result of this transaction.
CONUSA is a holding company and its main asset is 88% of Construcciones
Electromecanicas Consonni S.A. of Bilbao, Spain, a manufacturing company
established in 1972, specializing in electric and electronic control centers for
Medium and Low Voltage and ECESA, Equipos de Control Electrico S.A., a trading
company based in Madrid, Spain.
The total sales of the Consonni Group (consolidated Consonni and ECESA)
during 1998 exceeded $11,500,000 and its net profit was $687,954 as audited by
Price Waterhouse Coopers (Spanish GAAP Standards).
The Board considers that this operation will provide ADC with a new
base of sales and increased amount of revenues and profits. Additionally, ADC
revenues will be diversified between Latin America and Europe, adding a broader
range of clients, increasing stability during periods in which some economies
suffer more than others, and providing more stable profile of sales and cash
flow.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired.
Financial Statements are not included in this Report, but will
be filed by amendment not later than 60 days from the date
hereof, in accordance with Item 7 of Form 8-K.
(b) Pro Forma Financial Information.
Pro forma financial statements are not included in this
Report, but will be filed by amendment not later than 60 days
from the date hereof, in accordance with Item 7 of Form 8-K.
(c) Exhibits.
Exhibits are not included in this Report, but will be filed by
amendment not later than 60 days from the date hereof, in
accordance with Item 7 of Form 8-K.
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.
ANDEAN DEVELOPMENT CORPORATION
Date: July 14, 1999 By:/s/ MAURICIO DE LA BARRA
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Mauricio De la Barra, President