MARGO NURSERY FARMS INC
8-K, 1996-05-31
AGRICULTURAL PRODUCTION-CROPS
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                       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): MAY 30, 1996

                            MARGO NURSERY FARMS, INC.
             (Exact name of registrant as specified in this charter)

         FLORIDA                       0-15336                  59-2807561
(State or other jurisdiction of  (Commission File No.)         (IRS Employer
      of incorporation)                                      Identification No.)

ROAD 690, KILOMETER 5.8 VEGA ALTA, PUERTO RICO                    00692
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(Address of principal executive offices)                        (Zip Code)

Registrant's telephone number, including area code:   (787) 883-2570

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<PAGE>

ITEM 5.  OTHER EVENTS

      On May 30, 1996, Margo Nursery Farms, Inc. (The "Company") issued a press
release announcing that the Company, all related entities of the Company and
Michael J. Spector, the Chairman of the Board, Chief Executive Officer and major
stockholder of the Company (the "Margo Entities") had entered into a Settlement
Agreement with First Union National Bank of Florida ("First Union"). The
settlement agreement covers all claims brought by First Union against the Margo
Entities related to a loan facility obtained by the Margo Entities from
Southeast Bank, N.A. in 1988 and later acquired by First Union. The
Settlement Agreement also settles all counterclaims brought by the Margo
Entities against First Union related to First Union's efforts to collect such
loan.

      The Settlement Agreement provides for a payment to First Union of
$5,625,000, of which $5,285,000 will be paid by Margo Entities and $340,000 will
be paid by Mr. Spector. The settlement payment being made by the Company,
excluding related costs, will result in a charge of approximately $308,000 (or
$0.16 per share) in the second quarter of 1996, after application of existing
reserves allocated to this matter. The Company stated that the charge does not
affect income from operations for the second quarter of 1996 which it expects
will show improvement as compared to the second quarter of 1995.

ITEM 7.  FINANCIAL STATEMENTS, PRO FORM, FINANCIAL INFORMATION AND EXHIBITS

            (c)   Exhibits

                  99         Press Release dated May 30, 1996.


<PAGE>
                                        2

                                   SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant had duly caused this report to be signed on its behalf of the
undersigned thereunto duly authorized.

                               MARGO NURSERY FARMS, INC.

                               By:     /S/ ALFONSO ORTEGA
                                 -----------------------------------------
                                       Alfonso Ortega    
                                 Vice President, Treasurer       
                                    and Chief Financial Officer

Date:  May 30 , 1996
<PAGE>

                                  EXHIBIT INDEX

     EXHIBIT NUMBER                DESCRIPTION                          PAGE

           99              Press Release dated May 30,1996


MARGO NURSERY FARMS INC.

                                  NEWS RELEASE

NASDAQ Symbol:             MRGO

FOR IMMEDIATE RELEASE                          Contacts:  Alfonso Ortega
                                                          (787) 883-2570

                       MARGO NURSERY FARMS, INC. ANNOUNCES
                    SETTLEMENT OF LITIGATION WITH FIRST UNION
                            NATIONAL BANK OF FLORIDA

VEGA ALTA,  PUERTO RICO, May 30, 1996 Margo Nursery Farms,  Inc. (NASDAQ Symbol:
MRGO) announced today that the Company,  all related entities of the Company and
Michael J. Spector,  the Chairman of the Board,  Chief Executive Officer and the
principal stockholder of the Company (the "Margo Entities"), have entered into a
Settlement  Agreement with First Union National Bank of Florida ("First Union").
The  Settlement  Agreement  covers all claims brought by First Union against the
Margo  Entities  related to a loan facility  obtained by the Margo Entities from
Southeast Bank,  N.A. in 1988 and later acquired by First Union.  The Settlement
Agreement also settles all  counterclaims  brought by the Margo Entities against
First Union related to First Union's efforts to collect such loan.

The Settlement Agreement provides for a payment to First Union of $5,625,000, of
which  $5,285,000  will be paid by the Company and $340,000  will be paid by Mr.
Spector.  The settlement  payment being made by the Company,  excluding  related
costs, will result in a charge of approximately $308,000 (or $0.16 per share) in
the second quarter of 1996, after the application of existing reserves allocated
to this matter.  The Company  stated that the charge does not affect income from
operations for the second quarter of 1996 which it expects will show improvement
as compared to the second quarter of 1995.

Margo Nursery Farms, Inc. is engaged in the business of growing and distributing
a wide range of both indoor and outdoor tropical foliage and flowering plants in
Miami,  Florida and Vega Alta,  Puerto  Rico.The  Company is also engaged in the
sale of lawn and garden  products and the provision of landscaping  services for
Puerto Rico and the Caribbean.

                     P.O. BOX 706, DORADO, PUERTO RICO 00646
              CARRETERA 690, KM. 5.8  VEGA ALTA, PUERTO RICO 00762
                         (809) 883-2570 (809) 728-3342
                              FAX: (809) 883-3244



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