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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): May 6, 1998
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HINES HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Nevada 33-99452 521720681
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
12621 Jeffrey Road, Irvine, California 92620
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (949) 559-4444
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Item 5. Other Events.
On May 6, 1998, Hines Horticulture, Inc., a newly-formed Delaware
corporation, announced in a press release that it filed a Registration Statement
on Form S-1 with the Securities and Exchange Commission relating to the proposed
public offering of its common stock. Hines Holdings, Inc. and Hines
Horticulture, Inc. will merge prior to the offering and Hines Horticulture, Inc.
will succeed to the business of Hines Holdings, Inc. The press release is
attached as Exhibit 99.1.
Item 7. Financial Statements and Exhibits.
99.1 Press Release dated May 6, 1998 issued by Hines Horticulutre,
Inc.
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SIGNATURE
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.
HINES HOLDINGS, INC.
Dated: May 11, 1998 By: /s/ Claudia M. Pieropan
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Claudia M. Pieropan
Vice President, Finance,
Chief Financial Officer
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EXHIBIT INDEX
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Exhibit No. Description Page No.
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<S> <C> <C>
99.1 Press Release dated May 6, 1998 issued by Hines Horticulture, Inc. 5
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FOR IMMEDIATE RELEASE
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Contact: Claudia M. Pieropan
Chief Financial Officer
(949) 559-4444
HINES HORTICULTURE, INC. ANNOUNCES PROPOSED PUBLIC OFFERING
Irvine, California, May 6, 1998 -- Hines Horticulture, Inc., a newly-formed
Delaware corporation which will succeed to the business of Hines Holdings, Inc.,
announced today that it has filed a registration statement with the Securities
and Exchange Commission relating to a proposed initial public offering of common
stock by the company and certain selling stockholders. The company expects that
the offering will be completed in the end of the second quarter or the beginning
of the third quarter of 1998.
The proceeds of the offering to be received by the Company are expected to
be used to prepay a portion of the 11 3/4% Senior Subordinated Notes due 2005 of
Hines Horticulture, Inc., a wholly-owned subsidiary of the issuer (to be renamed
Hines Nurseries, Inc. prior to the closing of the offering), to prepay certain
indebtedness of the company under certain notes payable and to fund a portion of
the company's 1998 expansion plans.
A registration statement relating to these securities has been filed with
the Securities and Exchange Commission but has not yet become effective. These
securities may not be sold nor may offers to buy be accepted prior to the time
the registration statement becomes effective. This press release shall not
constitute an offer to sell or the solicitation of an offer to buy nor shall
there be any sale of these securities in any State in which such offer,
solicitation or sale would be unlawful prior
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to registration or qualification under the securities laws of any such State. A
copy of the registration statement may be obtained from the SEC's website at
"www.sec.gov."
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