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As filed with the Securities and Exchange Commission on March 17, 1997
Registration No. 333-23463
______________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
SUNBELT NURSERY GROUP, INC.
(Exact name of registrant as specified in its charter)
_____________________
DELAWARE 75-1932993
(State or other jurisdiction (I.R.S. employer identification number)
of incorporation or organization)
SUNBELT NURSERY GROUP, INC.
500 TERMINAL ROAD
FORT WORTH, TEXAS 76106
(817) 624-7253
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
__________________________________
RICHARD R. DWYER
PRESIDENT
SUNBELT NURSERY GROUP, INC.
500 TERMINAL ROAD
FORT WORTH, TEXAS 76106
(817) 624-7253
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
__________________________________
COPIES TO:
Murphy Mahon Keffler & Farrier, L.L.P.
1810 Bank One Tower
500 Throckmorton street
Fort Worth, Texas 76102
Attn: Robert J. Keffler
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time after the effective date of this Registration Statement.
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If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: [ ]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering: [ ]_______________.
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: [ ]_______________.
If delivery of the Prospectus is expected to be made pursuant to Rule 434,
please check the following box: [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of each Class of Amount to be Registered Proposed Maximum Proposed Maximum Amount of Registration
Securities to be Offering Price Per Aggregate Offering Price Fee (1)
Registered Unit (1) (1)
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<S> <C> <C> <C> <C>
Common Stock, par value 1,000,000 $1.50 $1,500,000 $454.55
$0.01 per share
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</TABLE>
(1)Estimated solely for the purpose of calculating the registration fee pursuant
to Rule 457(c) based on the average of the high and low sales prices of the
Common Stock as reported by the American Stock Exchange on March 10, 1997.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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NOTE
THE AMENDMENT NO. 1 TO REGISTRATION STATEMENT NO. 333-23463 IS BEING FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION IN ORDER TO AMEND PART I THERETO.
THE PROSPECTUS WHICH FORMS A PART OF THIS AMENDMENT NO. 1 IS IDENTICAL TO THE
PROSPECTUS INCLUDED IN THE REGISTRATION STATEMENT, AS FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION ON MARCH 17, 1997, WHICH PROSPECTUS IS NOT SEPARATELY
INCLUDED IN THIS AMENDMENT NO. 1.
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THE COMPANY
The Company is a specialty retailer of nursery and garden products,
currently operating 69 stores primarily in the seven major metropolitan areas of
Dallas-Fort Worth, Houston, San Antonio, Austin, Phoenix, San Diego and Los
Angeles. The Company conducts its business through three retail nursery
subsidiaries, each of which has operated under its own geographically recognized
trade name for a quarter of a century or more: Wolfe Nursery in Texas and
Oklahoma, Nurseryland Garden Centers in California, and Tip Top Nurseries in
Arizona.
The Company was incorporated in Delaware in 1983 as a holding company of
the nursery retailing businesses of Pier 1. In 1985, all shares of Common Stock
of the Company were distributed as a dividend to the shareholders of Pier 1, and
the Company operated as a public company from 1985 until 1990. In September
1990, Pier 1 purchased a 50.4% of the then outstanding Common Stock of the
Company in a private transaction and commenced a public tender offer for the
remaining shares. In November 1990, Pier 1 completed the tender offer and
subsequent merger of the Company with a subsidiary so that the Company became a
wholly owned subsidiary of Pier 1. In October 1991, the Company sold 3,680,000
shares in an initial public offering that left Pier 1 holding 56.6% of the
outstanding Common Stock. In February 1992, Pier 1 sold 600,000 shares of Common
Stock which reduced Pier 1's ownership interest in the Company to 49.5%. In
April 1993, Pier 1 sold its remaining 4,200,000 shares of Common Stock to
General Host Corporation ("General Host") for consideration of 1,940,000 shares
of General Host Common Stock. In October 1994, a subsidiary of General Host sold
its 4,200,000 shares of Common Stock to Duoos.
RISK FACTORS
Prior to making an investment decision, prospective investors should
consider carefully all of the information set forth in this Prospectus and, in
particular, should evaluate the following risk factors.
Losses from Continuing Operations
- ---------------------------------
The Company reported losses from continuing operations for the fiscal years
ended January 30, 1994, January 29, 1995, and January 28, 1996, in the
approximate amounts of $8.7 million, $5.0 million and $25.2 million
respectively. The Company also reported losses from continuing operations for
the transition period from January 29, 1997 to June 30, 1997 and six month
period ended December 29, 1996 in the amount of $3.1 million and $4.8 million,
respectively. The Company is currently estimating that it will continue to incur
losses from operations.
Liquidity
- ---------
The Company and its subsidiaries are parties to a Loan and Security
Agreement (the "Loan Agreement") with a commercial bank (the "Bank") providing
for a line of revolving credit which matures in October of 1997. The amount that
can be borrowed under the Loan Agreement is dependent on an inventory borrowing
base for each operating subsidiary of the Company, and the aggregate principal
amount outstanding may not exceed $9.0 million. The borrowing base and amount
outstanding pursuant to the Loan Agreement at December 29, 1996, was $6.4
million and $4.0 million, respectively. The borrowing base and amount
outstanding pursuant to the Loan Agreement at March 9, 1997 was $7.6 million and
$7.7 million, respectively. The outstanding loan balance exceeds the borrowing
base due to the additional borrowings against restricted cash of $1.0 million,
which the bank has approved until March 26, 1997 to purchase inventory for the
Spring season. In October 1997, the Company will either extend the Loan
Agreement, if acceptable to the Bank, or seek alternate financing to the extent
available to the Company based upon the Company's financial condition, operating
results and the then prevailing lending environment. There are no assurances
that the Company will be able to extend the Loan Agreement or obtain alternate
financing.
Going Concern
- -------------
The financial statements for the three and six-month periods ended December
29, 1996, the five-month transition period ended June 30, 1996, and the year
ended January 28, 1996, have been prepared assuming that the Company will
continue as a going concern. As discussed in Note 3 to the consolidated
financial statements, the Company has suffered recurring losses from operations,
has a net capital deficiency and the Company's revolving line of credit matures
in October of 1997. See "Financial Statements" included herein under Item 11.
---
The bank has not indicated its intention to extend the maturity date of the
revolving line of credit, all of which raise substantial doubt about the
Company's ability to continue as a going concern. Management's plans with regard
to these matters are also discussed in Note 3. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.
In the reissuance of its report of the Company's consolidated financial
statements for the year ended January 28, 1996, the independent accountants have
included an explanatory paragraph regarding the Company's ability to continue as
a going concern. (See Item 11 for inclusion of the Company's January 28, 1996
consolidated financial statements).
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Amendment No. 1 to the Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of Fort
Worth, State of Texas, on March 20, 1997.
Sunbelt Nursery Group, Inc.
/s/ Richard R. Dwyer
----------------------------
Richard R. Dwyer, President
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
- --------- ----- ----
*
- ----------------------
Timothy R. Duoos Chairman of the Board and Chief March 20, 1997
Executive Officer (principal executive
officer)
/s/ Richard R. Dwyer
- ----------------------
Richard R. Dwyer President and Principal Financial and March 20, 1997
Accounting Officer and Director
(principal financial officer)
*
- ----------------------
Rudy Boschwitz Director March 20, 1997
*
- ----------------------
Rodney P. Burwell Director March 20, 1997
* Richard R. Dwyer, by signing his name hereto, does hereby sign this Amendment
No. 1 to the Registration Statement on behalf of Sunbelt Nursery Group, Inc. and
each of the above-named officers and directors of such Company pursuant to
powers of attorney, executed on behalf of the Company and each officer and
director.
/s/ Richard R. Dwyer
- ----------------------------------
Richard R. Dwyer, Attorney-in-Fact
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