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 even reported): July 2, 1998 (June 20, 1998)
MILLER DIVERSIFIED CORPORATION (Exact Name of
Registrant as specified in its charter.)
Nevada 0-19001 84-1070932
------ ------- ----------
(State or other (Commission (IRS Employer
jurisdictions of file number) I.D. No.)
23360 Weld County Road, #35, LaSalle, Colorado 80645
- ---------------------------------------------- -----
(address of principal executive offices) (zip code)
(970) 284-5556
- --------------
(Registrants's telephone number,
including area code)
Item 2. Acquisition or Disposition of Assets.
-------------------------------------
On June 22, 1998 the Registrant entered into an Agreement and Plan of
Exchange (the "Agreement") with Miller Feed Lots, Inc. ("MFL") whereby
Registrant will issue up to 15,000,000 shares of its common stock to the
shareholders of MFL and MFL will become a wholly owned subsidiary of Registrant.
Closing of the transaction is subject to shareholder approval of
Registrant. A proxy statement describing the Agreement is expected to be filed
within the next 30 days and a special meeting of shareholders of Registrant to
consider the transaction will be held shortly after the commission has reviewed
the proxy statement.
Miller Feed Lots, Inc. is in the cattle feeding business in LaSalle,
Colorado. It is owned by James E. Miller and Norman M. Dean. MFL is currently
leasing its feed lot and related assets to the Registrant and receives annual
lease payments from Registrant in the annual minimum amount of $129,000. The
long term lease in effect between Registrant and MFL expires February 1, 2016.
The feedlot has a capacity of 20,000 head of cattle. The Registrant currently
has an option to buy the feedlot from MFL for $1,300,000. Registrant intends to
continue to use the assets of MFL in its cattle feeding operations in the same
manner that it has done so in the past.
The principle used by the Registrant in assessing the number of shares of
its common stock it would issue in connection with the exchange was the market
value of Registrant's common stock. Such stock is treaded over the OTC Bulletin
Board and had a market price, as of June 20, 1998 (the date the Exchange
Agreement was executed) of $.10. For purposes of the exchange, the total value
of the shares to be issued by Registrant, based upon its current market price,
would be $1,500,000. In valuing MFL, Registrant gave consideration to the
depreciated value of MFL's assets, its outstanding liabilities, its value as a
going concern, and the efficiencies to be realized by Registrant if it were to
acquire MFL. These efficiencies included the elimination of long term lease
commitments with MFL, as well as efficiencies to be realized by Registrant as a
larger cattle feeding enterprise.
MFL is owned jointly by Mr. James E. Miller and Mr. Norman M. Dean. Mr.
Miller is also Chief Executive Officer and a Director of the Registrant. Mr.
Dean is also the Chairman of the Board of Directors of Registrant. Mr. Dean and
Mr. Miller also control 2,266,168 shares of Registrant's common stock, or
approximately 35.6% of Registrant's issued and outstanding common stock. The
agreed upon exchange rate between Registrant and MFL cannot be considered to be
arm's length because of the positions held by Mr. Miller and Mr. Dean in
Registrant.
Item 7. Financial Statements and Exhibits.
----------------------------------
(a) Financial Statements
--------------------
Financial statements of business acquired will be provided within 60
days hereof pursuant to an amendment to this Form 8-K.
(b) Proforma Financial Statements
-----------------------------
Pro forma financial information will be provided within 60 days hereof
pursuant to an amendment to this Form 8-K.
(c) Exhibits
--------
10.1 Exchange Agreement and Plan of Exchange.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, as
amended, the Registrant has caused this report to be signed on its behalf by the
undersigned duly authorized officer.
MILLER DIVERSIFIED CORPORATION
(Registrant)
By: /s/ James E. Miller
-----------------------------------
James E. Miller
President
Dated: July 2, 1998