<PAGE>
FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
November 29, 2000
HINES HORTICULTURE, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-24439 33-0803204
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
12621 JEFFREY ROAD, IRVINE, CALIFORNIA 92620
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(949) 559-4444
Total No. of Pages: 5
<PAGE>
Item 5: Other Events.
------ ------------
On November 28, 2000, Hines Horticulture, Inc. announced that Hines
Nurseries, Inc., its wholly owned subsidiary, had received approval
from its senior lenders and from the holders of its senior
subordinated notes to amend the terms of its senior credit facilities
and its senior subordinated notes. A copy of the press release
containing this announcement is filed under Item 7 as Exhibit 99.1 and
incorporated herein.
Item 7: Financial Statements and Exhibits.
------ ---------------------------------
(c) Exhibits
--------
Item Exhibit Index
---- -------------
99.1 Press Release, dated November 28, 2000.
99.2 Second Supplement to Indenture, dated November 28,
2000, by and among Hines Nurseries, Inc., Hines
Horticulture, Inc., Sun Gro Horticulture Inc., Enviro-
Safe Laboratories, Inc. and The Bank of New York, as
Trustee.
99.3 Third Supplement to Indenture, dated November 28, 2000,
by and among Hines Nurseries, Inc., Hines Horticulture,
Inc., Sun Gro Horticulture Inc., Enviro-Safe
Laboratories, Inc. and The Bank of New York, as
Trustee.
99.4 Second Amendment to the Credit Agreement and Limited
Waiver, dated November 28, 2000, among the Borrowers,
the lenders listed therein, Bank of America, N.A., as
Syndication Agent, Harris Trust and Savings Bank, as
Documentation Agent, Deutsche Bank Canada, as Canadian
Agent, and Bankers Trust Company, as Administrative
Agent.
99.5 Warrant and Guarantee Agreement, dated November 28,
2000 by and between Hines Horticulture, Inc., Hines
Nurseries, Inc. and Madison Dearborn Capital Partners,
L.P.
99.6 Warrant, dated November 28, 2000, issued by Hines
Horticulture, Inc. to Madison Dearborn Capital
Partners, L.P.
<PAGE>
99.7 Guarantee Agreement, dated November 28, 2000, between
Madison Dearborn Capital Partners, L.P. and the
Borrowers, the lenders listed therein, Bank of America,
N.A., as Syndication Agent, Harris Trust and Savings
Bank, as Documentation Agent, Deutsche Bank Canada, as
Canadian Agent, and Bankers Trust Company, as
Administrative Agent.
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Dated: November 29, 2000
HINES HORTICULTURE, INC.
By: /s/ Claudia M. Pieropan
-----------------------
Claudia M. Pieropan
Chief Financial Officer
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description
------ -----------
99.1 Press Release, dated November 28, 2000.
99.2 Second Supplement to Indenture, dated November 28, 2000, by and among
Hines Nurseries, Inc., Hines Horticulture, Inc., Sun Gro Horticulture
Inc., Enviro-Safe Laboratories, Inc. and The Bank of New York, as
Trustee.
99.3 Third Supplement to Indenture, dated November 28, 2000, by and among
Hines Nurseries, Inc., Hines Horticulture, Inc., Sun Gro Horticulture
Inc., Enviro-Safe Laboratories, Inc. and The Bank of New York, as
Trustee.
99.4 Second Amendment to the Credit Agreement and Limited Waiver, dated
November 28, 2000, among the Borrowers, the lenders listed therein,
Bank of America, N.A., as Syndication Agent, Harris Trust and Savings
Bank, as Documentation Agent, Deutsche Bank Canada, as Canadian Agent,
and Bankers Trust Company, as Administrative Agent.
99.5 Warrant and Guarantee Agreement, dated November 28, 2000 by and
between Hines Horticulture, Inc., Hines Nurseries, Inc. and Madison
Dearborn Capital Partners, L.P.
99.6 Warrant, dated November 28, 2000, issued by Hines Horticulture, Inc.
to Madison Dearborn Capital Partners, L.P.
99.7 Guarantee Agreement, dated November 28, 2000, between Madison Dearborn
Capital Partners, L.P. and the Borrowers, the lenders listed therein,
Bank of America, N.A., as Syndication Agent, Harris Trust and Savings
Bank, as Documentation Agent, Deutsche Bank Canada, as Canadian Agent,
and Bankers Trust Company, as Administrative Agent.