<PAGE>
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 8, 1998
----------------
COLOR SPOT NURSERIES, INC.
------------------------------------------------------
(Exact Name of Registrant as specified in its charter)
Delaware 000-23483 68-0363266
- --------------------------------------------------------------------------------
(State or other juris- (Commission file (IRS Employer
diction of incorporation) number) Identification No.)
3478 Buskirk Avenue
Pleasant Hill, California 94523
----------------------------- -------------
(Address of principal (Zip Code)
executive offices)
(510) 934-4443
----------------------------------------------------
(Registrant's telephone number, including area code)
Not Applicable
-------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE>
ITEM 5. OTHER EVENTS.
On July 8, 1998, the Registrant issued the press release attached hereto
as Exhibit 99.1, which is incorporated herein by reference, announcing (i)
that its fiscal fourth quarter results would not meet expectations, (ii) that
Marion Antonini, a principal of Kohlberg & Co., which owns a majority
interest in the Registrant, has been appointed to the Registrant's Board of
Directors and (iii) that the Company's President and COO, Jerry Halamuda, is
resigning those positions and becoming Vice-Chairman of the Board because of
health-related reasons.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
99.1 Press release issued July 8, 1998 by the Registrant.
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.
COLOR SPOT NURSERIES, INC.
(Registrant)
Date: July 14, 1998 /s/ Paul D. Yeager
---------------------------
Paul D. Yeager
Chief Financial Officer
2
<PAGE>
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
CONTACT: John Franklin
212.484.7693
COLOR SPOT NURSERIES 4Q FINANCIAL PERFORMANCE
WILL NOT MEET EXPECTATIONS
MARION ANTONINI TO JOIN BOARD AS CHAIRMAN OF EXECUTIVE COMMITTEE
PLEASANT HILL, California, July 8, 1998 -- Color Spot Nurseries today said
that its fiscal fourth quarter results would not meet expectations. The
earnings shortfall is attributable to the Company's Western Division, which
encompasses California, the Pacific Northwest, and parts of Utah, Arizona and
Nevada. This division continued to incur sales shortfalls -- which resulted
in the write-off of perishable bedding plant inventory -- largely due to the
ongoing effects of El Nino. In addition, the Company experienced
higher-than-anticipated production costs, partly due to additional labor
costs incurred in handling the disposal of excess inventory.
Michael Vukelich, Chairman and CEO of Color Spot Nurseries, Inc., said:
"Although we are disappointed with Color Spot's year-to-date financial
results, we are pleased with the continued strength of the Company's
fundamentals, including its customer relationships and its sales and
merchandising programs. On an additional positive note, Color Spot's
southwest Division met its sales plan and continues to be a strong
contributor to the Company. We are optimistic that the strategies being
developed to address the issues that affected the Company during the last
fiscal year will help us achieve improved performance going forward. Color
Spot continues to be the market-share leader in its core segments and
geographic territories as the largest wholesale nursery operation in the US."
Color Spot also announced that Marion Antonini, the former CEO of Welbilt
Corporation and a principal of Kohlberg & Co., which owns a majority interest
in Color Spot, has been appointed to the Company's Board of Directors as
Chairman of the Executive Committee. Mr. Antonini is a veteran operations
executive during whose seven-year tenure Welbilt attained the foremost
position in the commercial food-service equipment industry. Prior to that,
Mr. Antonini served as a member of the senior management team at Xerox as
well as the Jeep Corporation. Mr. Antonini currently serves on the Boards of
four other companies: Engelhard Corporation, Vulcan Materials Inc.,
Scientific Atlanta Inc., and TurboChef Inc.
Separately, the Company said that, because of health-related reasons, Jerry
Halamuda, who has been serving as President and COO of Color Spot, is
resigning those positions to become Vice-Chairman of the Board. Mr.
Halamuda's duties will be assumed on an interim basis by Mr. Vukelich.
1
<PAGE>
Color Spot is the largest wholesale nursery in the United States, based on
revenue and greenhouse square footage. The Company provides a wide
assortment of high-quality plants as well as extensive merchandising services
primarily to leading home centers and mass merchants, such as Home Depot,
Home Base, Wal-Mart and Kmart. The Company distributes products to over 850
retail and commercial customers, representing over 8,000 locations, primarily
in the western and southwestern regions of the United States.
2
