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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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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 28, 1997
MARGO NURSERY FARMS, INC.
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(Exact name of registrant as specified in this charter)
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FLORIDA 0-15336 59-2807561
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(State or other jurisdiction of (Commission File No.) (IRS Employer Identification No.)
incorporation)
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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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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On November 28, 1997, the Company sold its remaining 20 acre farm in
South Florida to Garden Depot Corp. (the "Buyer"), an unrelated Florida
corporation. The farm was sold for $500,000, $25,000 of which was paid in cash
at the closing and $475,000 of which was paid in the form of a promissory note
from the Buyer secured by a mortgage on the farm. The principal of the Note is
payable in full on November 28, 2000. The unpaid principal balance of the Note
bears interest at the rate of 8% per annum. The Company expects to record a
pre-tax gain of approximately $70,000 from this transaction during the fourth
quarter of 1997.
The Company had previously announced the closing of its South Florida
operations as of September 30, 1997 and the sale of its 57 acre farm in South
Florida on September 29, 1992.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
10 Mortgage Note of Garden Depot Corp. dated November 28, 1997
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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/ Michael J. Spector
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Michael J. Spector
Chairman of the Board, President and
Chief Executive Officer
Date: December 11, 1997
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
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10 Mortgage Note of Garden Depot Corp. dated November 28, 1997
EXHIBIT 10
MORTGAGE NOTE
$475,000 Miami
November 28, 1997
FOR VALUE RECEIVED the undersigned promises to pay to the order of the
MARGO BAY FARMS, INC., a Florida corporation, successor by merger to MARGO
NURSERY FARMS, INC., a Florida corporation, or its assigns, the principal sum of
FOUR HUNDRED SEVENTY FIVE THOUSAND and no/100 ($475,000.00) together with
interest thereon at the rate of 8.00% per annum from the date hereof until
maturity, both principal and interest being payable in Lawful Money of the
United States, such principal sum and interest shall be due and payable in
installments as follows: Interest only at the rate of 8% per annum shall be due
and payable each month on the outstanding balance hereunder, commencing on the
28th day of December, 1997 and on the 28th day of each and every month
thereafter until November 28, 2000 at which time, in addition to the regular
monthly payments as set forth above, there shall also be a final balloon payment
for the entire outstanding balance due on this Mortgage Note, together with
interest thereon and all advances made by the Mortgagee under the terms hereof.
Such installments payments shall be applied first to the interest accruing under
the terms of this note and then to a reduction of the principal indebtedness.
The makers and endorsers of this note further agree to waive demand, notice of
non-payment and protest, and in the event suit shall be brought for the
collection hereof, or the same has to be collected upon demand of an attorney,
to pay reasonable attorney's fees for making such collection. All payments
hereunder shall bear interest at the highest rate allowable by Florida law from
maturity until paid. This note is secured by a mortgage of even date herewith
and is to be construed and enforced according to the laws of the State of
FLorida; upon default in the payment of principal and/or interest when due, the
whole sum of principal and interest remaining unpaid shall, at the option of the
holders, become immediately due and payable. Failure to exercise this option
shall not constitute a waiver of the right to exercise the same in the event of
subsequent default.
If any sum of money herein referred to be not promptly paid within
Thirty (30) days next after the same becomes due, then the entire sum mentioned
in this Mortgage Note, or the entire balance unpaid thereon, shall forthwith or
thereafter, at the option of the Holder, become and be, due and payable,
anything herein to the contrary notwithstanding. Payments not received by the
Holder within fifteen (15) days, of the date when due shall be considered late.
Late payments shall bear interest at the highest rate allowable by the laws of
the State of Florida. Failure by the Holder to exercise any of the rights or
options herein provided shall not constitute a waiver of any rights or options
under said Mortgage Note accrued thereafter accruing.
This Mortgage Note may be prepaid in whole or in part at any time
without penalty or premium.
PAYABLE AT: Road 690, 5.8 Vega Alta, Puerto Rico 00762, or such other
place as shall be designated by the holder of this note in writing.
GARDEN DEPOT CORP.,
a Florida corporation
(CORPORATE SEAL) /s/ Alberto G. Rodriguez
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ALBERTO G. RODRIGUEZ, President
ATTEST: /s/ Daniel M. Rodriguez
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DANIEL M. RODRIGUEZ, Secretary
