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: DECEMBER 31, 1997
MARGO NURSERY FARMS. INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<CAPTION>
PUERTO RICO 0-15336 66-0550881
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<S> <C> <C>
(State or other juris- (Commission (IRS Employer
diction of incorporation) File Number) Identification Number
</TABLE>
ROAD 690, KILOMETER 5.8 VEGA ALTA, PUERTO RICO 00692
- -----------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (787) 883-2570
<PAGE>
ITEM 6. OTHER EVENTS
On December 31, 1997, Margo Nursery Forms, a Florida
corporation ("Margo Farms"), merged with and into Margo Transition Corp., a
Puerto Rico corporation ("New Margo"), and a wholly-owned subsidiary of Margo
Farms, pursuant to an Agreement and Plan of Merger dated November 17, 1997 (the
"Merger Agreement") between Margo Farms and New Margo. The purpose of the merger
(the "Merger") was to change the jurisdiction of incorporation of Margo Farms to
Puerto Rico from Florida.
Pursuant to the Merger Agreement, New Margo changed its name
to "Margo Nursery Farms, Inc." and will continue to operate the same business
previously conducted by Margo Farms. All holders of Margo Farms Common Stock
became holders, on a share-for-share basis, of shares of Common Stock of New
Margo representing the same equity interest in New Margo as they previously held
in Margo Farms. The Merger did not significantly affect the rights of the
shareholders of Margo Farms. The consolidated capitalization, assets and
liabilities of New Margo will be substantially the same as Margo Farms
immediately prior to the Merger. In addition, the same persons serve as officers
and directors of both companies. The Merger Agreement was approved by the
shareholders of Margo Farms at a special shareholders meeting held on December
15, 1997. A copy of the Merger Agreement is filed as a an exhibit to this
Current Report on Form 8-K.
In connection with the Merger, New Margo has succeeded to all
of the obligations of Margo Farms under the Securities Exchange Act of 1934.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS
a. Financial Statements
None.
b. Pro Forma Financial Information
None.
2
<PAGE>
c. Exhibits
EXHIBIT NO. DESCRIPTION
----------- -----------
1 Agreement and Plan of Merger dated
November 17, 1997 by Margo Nursery
Farms, Inc. and Margo Transition Corp.
2(a) Articles of Merger of Margo Nursery
Farms, Inc. into Margo Transition
Corp., dated December 15, 1997.
2(b) Certificate of Merger of Margo Nursery
Farms, Inc. into Margo Transition Corp.,
dated December 15, 1997.
99 Press Release dated January 5, 1998.
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.
MARGO NURSERY FARMS, INC.
By: /S/ ALFONSO ORTEGA
----------------------------------
Alfonso Ortega
Vice President and Chief Financial
Officer
Date: January 8, 1998
3
EXHIBIT 1
AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of this
17th day of November, 1997, by and among MARGO NURSERY FARMS, INC., a Florida
corporation ("Margo Farms"), and MARGO TRANSITION CORP., a Puerto Rico
corporation ("Transition" or the "Surviving Corporation"). Margo Farms and
Transition are hereinafter collectively referred to as the "Constituent
Corporations".
WITNESSETH:
WHEREAS, Margo Farms is a Florida corporation with its principal place
of business in the Commonwealth of Puerto Rico;
WHEREAS, Transition is a wholly-owned subsidiary of Margo
Farms;
WHEREAS, Transition was created to accomplish the reincorporation of
Margo Farms as a Puerto Rico corporation pursuant to the merger of the
Constituent Corporations;
WHEREAS, the Constituent Corporations recognize that the
reincorporation of Margo Farms as a Puerto Rico corporation will generally
provide for greater administrative and operational flexibility and more
efficient tax planning;
WHEREAS, the Constituent Corporations recognize that the
reincorporation may be effected through a merger in accordance with Section
607.1104 of the Florida Business Corporation Act (the "FBCA") and Article 10.02
of the Puerto Rico General Corporation Law of 1995 (the "PRGCL") with Transition
as the surviving corporation, but with said corporation changing its name to
Margo Nursery Farms, Inc. and conducting the business presently conducted by
Margo Farms.
NOW THEREFORE, in consideration of the mutual covenants and agreements
set forth herein, the parties hereto hereby agree as follows:
1. MERGER. Margo Farms shall merge with and into Transition in
accordance with the terms and conditions of this Agreement and the provisions of
Sections 607.1104 and 607.1105 of the FBCA and Article 10.02 of PRGCC (the
"Merger"). Transition shall be the surviving corporation and shall continue its
corporate existence under its current articles of incorporation filed under the
Puerto Rico General Corporation Law of 1995. Upon the Effective Date (as
hereinafter defined), the separate existence of Margo Farms shall cease.
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2
2. EFFECTIVE DATE. The Merger shall become effective at 11:59 p.m. on
December 31, 1997 (the "Effective Date").
3. CHANGE OF NAME. The Surviving Corporation shall change its name to
Margo Nursery Farms, Inc.
4. EFFECT OF MERGER. Upon the Effective Date:
(a) Margo Farms and Transition shall become a single corporation and
the separate corporate existence of Margo Farms shall cease;
(b) The Surviving Corporation shall succeed to and possess all of the
rights, privileges, powers and immunities of Margo Farms which,
together with all of the assets, properties, business, patents,
trademarks, and goodwill of Margo Farms, of every type and description
wherever located, shall vest in the Surviving Corporation without
further act or deed and the title to any real property or other
property vested by deed or otherwise in Margo Farms shall not revert or
in any way be impaired by reason of the Merger;
(c) all rights of creditors and all liens upon any property of the
Constituent Corporations shall be unimpaired; The Surviving Corporation
shall be subject to all of the contractual restrictions, disabilities
and duties of the Constituent Corporations; and all debts, liabilities
and obligations of the respective Constituent Corporations shall
thereafter attach to the Surviving Corporation and may be enforced
against it to the same extent as if said debts, liabilities and
obligations had been incurred or contracted by it, provided, however,
that nothing herein is intended to or shall extend or enlarge any
obligation or the lien of any indenture, agreement or other instrument
executed or assumed by the Constituent Corporations; and
(d) without limitation of the foregoing provisions of this Section 4,
all corporate acts, plans, policies, contracts, approvals and
authorizations of the Constituent Corporations, their shareholders,
Boards of Directors, committees elected or appointed by the Boards of
Directors, officers and agents, which were valid and effective and
which did not have terms expressly requiring termination by virtue of
the Merger, shall be taken for all purposes as the acts, plans,
policies, contracts, approvals and authorizations of the Surviving
Corporation as they were with respect to the Constituent Corporations.
5. CERTIFICATE OF INCORPORATION; BY-LAWS. At the Effective Date, the
Certificate of Incorporation and By-laws of Transition as in effect immediately
prior to the Effective Date shall be the
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3
Certificate of Incorporation and By-laws of the Surviving Corporation. The
Certificate of Incorporation of the Surviving Corporation is attached hereto as
Annex A.
6. DIRECTORS AND OFFICERS. At the Effective Date, the directors and
officers of Margo Farms immediately prior to the Effective Date, shall be the
directors and offices of the Surviving Corporation until their respective
successors shall have been duly elected or appointed.
7. CONVERSION OF SHARES AND STOCK OPTIONS. At the Effective Date, each
of the following transactions shall be deemed to occur simultaneously:
(a) Each share of common stock of Margo Farms, $.001 par value ("Margo
Farms Common Stock"), authorized and issued immediately prior to the
Effective Date shall, by virtue of the Merger and without any action on
the part of the holder thereof, be converted into and become one fully
paid and nonassessable share of common stock, $.001 par value, of the
Surviving Corporation ("Transition Common Stock");
(b) Each share of Transition Common Stock issued and outstanding
immediately prior to the Effective Date, all of which are owned by
Margo Farms, shall, by virtue of the Merger and without any action on
the part of the holder thereof, automatically be canceled.
(c) Upon the Effective Date, each option or other right to acquire
Margo Farms Common Stock which is issued and outstanding immediately
prior to the Effective Date, shall be converted, without any action on
the part of the holder thereof, into the right to acquire an equivalent
number of the shares of Transition Common Stock, on the same terms and
conditions under which such holder could have acquired the shares of
Margo Farms Common Stock.
8. EXCHANGE OF SECURITIES.
(a) After the Effective Date, each certificate theretofore representing
authorized and issued shares of Margo Farms Common Stock shall
represent the same number of shares of Common Stock of the Surviving
Corporation.
(b) At any time on or after the Effective Date, each holder of
certificates theretofore evidencing ownership of shares of Margo Farms
Common Stock will be entitled, upon surrender of such certificates to
the transfer agent of the Surviving Corporation, to receive in exchange
therefor one or more new stock certificates evidencing ownership of the
number of shares of Transition Common Stock into which such Margo Farms
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4
Common Stock shall have been converted in the Merger. If any
certificate representing shares of Transition Common Stock is to be
issued in a name other than that in which the certificate so
surrendered in exchange therefor is registered, it shall be a condition
of the issuance thereof that the certificate so surrendered shall be
properly endorsed and otherwise in proper form for transfer and the
person requesting such exchange shall pay to the transfer agent any
transfer or other taxes required by reason of the issuance of a
certificate representing shares of Transition Common Stock in any name
other than that of the registered holder of the certificate
surrendered, or otherwise required, or shall establish to the
satisfaction of the transfer agent that such tax has been paid or is
not payable.
(c) On the Effective Date, the stock transfer books of Margo Farms
shall be deemed closed and no transfer of shares of Margo Farms Common
Stock then outstanding shall thereafter be made or consummated.
9. ASSUMPTION OF STOCK OPTION PLAN AND STOCK OPTION AGREEMENTS. On the
Effective Date, Transition shall: (a) assume all of the rights and obligations
of Margo Farms under the 1988 Stock Benefits Plan (the "1988 Plan") of Margo
Farms, including, but not limited to, the Employee Stock Option Plan and
Employee Stock Benefits Plan adopted pursuant to the 1988 Plan; (b) assume all
of the rights and obligations of Margo Farms under any outstanding stock option
agreements; and (c) reserve a sufficient number of shares of Transition Common
Stock to fulfill its obligations under the 1988 Plan and any outstanding stock
options.
10. ARTICLES OF MERGER. Upon the execution of this Agreement, the
parties shall promptly execute the appropriate Articles of Merger and
Certificates of Merger as required by the FBCA and the PRGCL attached and file
the same with the Secretaries of State of the State of Florida and the
Commonwealth of Puerto Rico.
11. ENTIRE AGREEMENT. This Agreement contains the entire agreement
between the parties with respect to the Merger, and supersedes all prior
agreements, written or oral, with respect thereto.
12. FURTHER ACTIONS. All necessary action shall be taken to transfer
information, contracts, assets, or any other property so that this Agreement be
effected pursuant to the provisions included herein.
13. AUTHORIZATION. The appropriate officers of the Constituent
Corporations are authorized for and on behalf of and in the name of the
Constituent Corporations to take or cause to be
<PAGE>
5
taken all such actions and to execute or cause to be executed such certificates
and other documents as may be deemed necessary by them or desirable in order to
effectuate this Agreement and to change the name of Transition to Margo Nursery
Farms, Inc.
14. BENEFITS. This Agreement shall be binding upon and inure to benefit
the parties, their personal representatives, estates, successors and assigns.
IN WITNESS WHEREOF, the parties have executed this Agreement on the
date first above written.
MARGO NURSERY FARMS, INC. MARGO TRANSITION CORP.
By: /s/ Michael J. Spector By: /s/ Michael J. Spector
------------------------ ----------------------
Michael J. Spector Michael J. Spector
Chairman of the Board, President
Chief Executive Officer
and President
<PAGE>
ANNEX A
CERTIFICATE OF INCORPORATION
OF
MARGO TRANSITION CORP.
The undersigned, for the purpose of organizing a corporation under the
General Corporation Law of 1995 of the Commonwealth of Puerto Rico (the "General
Corporation Law") does execute this Certificate of Incorporation and does hereby
certify as follows:
FIRST: NAME OF CORPORATION. The name of this Corporation is Margo
Transition Corp. (hereinafter referred to as the "Corporation").
SECOND: DURATION. This Corporation shall have perpetual existence.
<PAGE>
2
THIRD: PURPOSE. The Corporation is organized for the purpose of
transacting any and all lawful business and engaging in any lawful act or
activity for which corporations may be organized under the General Corporation
Law.
FOURTH: CAPITAL STOCK:
(a) The Corporation is authorized to issue 10,000,000 shares of one
cent ($0.01) par value common stock, which shall be designated "Common Stock."
Except as provided in this article or otherwise by law, the entire voting power
for the election of directors and for all other purposes shall be vested
exclusively in the holders of the Common Stock.
(b) The Corporation is authorized to issue 250,000 additional shares of
one cent ($.01) par value series preferred stock, which shall be designated
"Preferred Stock." The Board of Directors is authorized to amend this
Certificate of Incorporation from time to time to divide the Preferred Stock
into series and to determine the number of shares of each such series and the
relative rights, preferences and limitations of the shares of each such series.
Whenever the Board of Directors acts under the preceding sentence, it shall
adopt a resolution setting forth its actions and stating the designations and
number of shares, and the relative rights, preference and limitations of the
shares of each series thereby created
<PAGE>
3
or with respect to which it has made a determination or change, which rights,
preference and limitations may differ with respect to the various series, and
shall execute and file in the office of the Secretary of State a Certificate of
Designation to the Certificate of Incorporation, as provided by law, with
respect to such actions. Without limiting the foregoing, the Board of Directors
is expressly authorized to so fix and determine, with respect to each series:
1. The number of shares which shall constitute that
series and the name or designation of the series;
2. The rate and times at which dividends on that series shall
be paid, and whether and the extent to which such dividends shall be cumulative
or non-cumulative;
3. The right or rights, if any, of the holders of shares of
that series to receive dividends payable on a parity with or in preference to
the dividends payable on shares of any other class or series;
4. The preferential rights of the holders of shares of
that series upon the liquidation of, or upon any distribution of
the assets of, the Corporation;
5. The terms, if any, upon which the holders of the shares of
that series may convert such shares into shares of any class or classes or of
any series;
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4
6. The terms and conditions, if any, on which shares of that
series may be redeemed, including the redemption price or prices and the period
or periods of such redemption;
7. The terms or amount of any sinking fund or purchase fund
for the purchase or redemption of shares of that series;
8. Voting rights, if any, of the shares of that series;
and
9. Any other rights and preferences of such shares, to the
full extent now or hereafter permitted by the laws of the Commonwealth of Puerto
Rico.
FIFTH: REGISTERED OFFICE AND RESIDENT AGENT. The physical and mailing
address of its designated office in the Commonwealth of Puerto Rico is: Road
690, Kilometer 5.8, Vega Alta, Puerto Rico, 00762. The resident agent at said
office is Michael J. Spector.
SIXTH: INCORPORATOR. The name and address of the sole incorporator, who
will exercise no further authority following the filing of this Certificate of
Incorporation in the Department of State of the Commonwealth of Puerto Rico, is
as follows:
Amneriz Veloso
Suite 1901
Popular Center
209 Munoz Rivera Avenue
San Juan, Puerto Rico 00918
<PAGE>
5
SEVENTH: BOARD OF DIRECTORS. The Corporation shall have five (5)
directors. The number of directors may be increased or diminished from time to
time by the by-laws but shall never be less than one (1). The names and
addresses of the initial directors who shall act until their successors are duly
elected and qualified are set forth below:
Michael J. Spector
Road 690, Kilometer 5.8
Vega Alta, Puerto Rico 00762
Frederick Moss
37 Riverside Drive, Apt. 14A
New York, New York 10023
Michael A. Rubin
7777 SW 114th St.
Miami, Florida
Margaret D. Spector
Road 690, Kilometer 5.8,
Vega Alta, Puerto Rico 0762
Blas R. Ferrauioli
Banco Popular Center, Suite 1822
209 Munoz Rivera Avenue
San Juan, Puerto Rico 00918
<PAGE>
6
EIGHT: BY-LAWS. The By-Laws of this Corporation may be adopted,
altered, amended or repealed by either the stockholders or directors.
NINTH: LIABILITY OF DIRECTORS. A director of this Corporation shall not
be personally liable to the Corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, except to the extent such exemption
from liability or limitation thereof is not permitted under the General
Corporation Law, as the same exists or may hereafter be amended. Any amendment,
modification or repeal of the foregoing sentence shall not adversely affect any
right or protection of a director of the Corporation existing hereunder with
respect to any act or omission occurring prior to or at the time of such
amendment, modification or repeal.
TENTH: INDEMNIFICATION. The Corporation shall indemnify any officer or
director, or any former officer or director, to the full extent permitted by
law.
ELEVENTH: AMENDMENT. The Corporation reserves the right to amend or
repeal any provisions contained in this Certificate of Incorporation, in
accordance with the provisions of the General Corporation Law.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Incorporation this 10th day of November, 1997.
By:/s/ AMNERIZ E. VELOSO
------------------------
AMNERIZ E. VELOSO
EXHIBIT 2(A)
ARTICLES OF MERGER
OF
MARGO NURSERY FARMS, INC.
(A FLORIDA CORPORATION)
INTO
MARGO TRANSITION CORP.
(A PUERTO RICO CORPORATION)
Pursuant to the provisions of Sections 607.1104 and 607.1105 of the
Florida Business Corporation Act (the "FBCA"), the undersigned hereby certify:
1. The names of the corporations which are parties to the merger are
Margo Nursery Farms, Inc. ("Margo Farms"), a Florida corporation, and Margo
Transition Corp. ("Transition" or the "Surviving Corporation"), a Puerto Rico
corporation and a wholly-owned subsidiary of Margo Farms. Transition is the
surviving corporation in the merger.
2. All of the outstanding shares of capital stock of Transition are
owned by Margo Farms.
3. Pursuant to the merger, Margo Farms will be merged with and into
Transition, which will be the surviving corporation in the merger and will
change its name to "Margo Nursery Farms, Inc."
4. The merger shall become effective at 11:59 P.M., Atlantic Standard
time, on December 31, 1997 (the "Effective Date").
5. At a meeting held on November 11, 1997, the Board of Directors of
Margo Farms and Transition, approved and adopted the Agreement and Plan of
Merger, dated November 17, 1997 (the "Agreement of Merger"), a copy of which is
attached as Exhibit A hereto. The Agreement of Merger was approved by a majority
of the shareholders of Margo Farms at a special meeting of shareholders held on
December 15, 1997, and by Margo Farms as the sole shareholder of Transition
pursuant to a written consent to action dated December 15, 1997, Margo Farms, as
the sole stockholder of Transition, hereby waives the mailing to it of the
Agreement of Merger.
6. The Certificate of Incorporation of Transition shall be the
Certificate of Incorporation of the Surviving Corporation except that Article 1
thereof shall be amended as of the Effective
<PAGE>
2
Date to read in its entirety as follows: "The name of the corporation is Margo
Nursery Farms, Inc."
7. At the Effective Date, each of the following transactions shall be
deemed to occur simultaneously:
(a) Each share of common stock of Margo Farms, 0.001 par value
("Margo Farms Common Stock"), authorized and issued immediately
prior to the Effective Date shall, by virtue of the Merger and
without any action on the part of the holder thereof, be
converted into and become one fully paid and nonassessable
share of common stock, 0.001 par value, of the Surviving
Corporation ("Transition Common Stock");
(b) Each share of common stock, 0.001 par value, of Transition, all
of which are owned by Margo Farms, issued and outstanding
immediately prior to the Effective Date shall, by virtue of the
Merger and without any action on the part of the holder thereof
be cancelled.
8. These Articles of Merger may be executed in any number of
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, each of Margo Nursery Farms, Inc., and Margo
Transition has caused these Articles of Merger to be executed by its President
and Secretary this 15th day of December, 1997.
MARGO NURSERY FARMS, INC. MARGO TRANSITION CORP.
By: /s/ MICHAEL J. SPECTOR By: /s/ MICHAEL J. SPECTOR
----------------------- ----------------------
Name: Michael J. Spector Name: Michael J. Spector
Title: President Title: President
By: /s/ MARGARET D. SPECTOR By: /s/ MARGARET D. SPECTOR
----------------------- -----------------------
Name: Margaret D. Spector Name: Margaret D. Spector
Title: Secretary Title: Secretary
EXHIBIT 2(B)
CERTIFICATE OF MERGER
OF
MARGO NURSERY FARMS, INC.
WITH AND INTO
MARGO TRANSITION CORP.
The undersigned corporation organized and existing under and by virtue
of the General Corporation Law of the Commonwealth of Puerto Rico, does hereby
certify:
FIRST: The names and jurisdiction of incorporation of each of the
constituent corporations of the merger are as follows:
NAME JURISDICTION OF INCORPORATION
---- -----------------------------
Margo Nursery Farms, Inc. Florida
("Margo Farms")
Margo Transition Corp. Puerto Rico
("Transition")
SECOND: The Agreement and Plan of Merger, dated November 17, 1997 (the
"Agreement of Merger") was approved and acknowledged by each of the constituent
corporations in accordance with the requirements of Articles 10.02 of the
General Corporation Law and has been duly adopted by a majority of the
stockholders of the constituent corporations in accordance with Articles 7.17
and 10.02 of the General Corporation Law, and in the case of Margo Farms, also
in accordance with the applicable provisions of the Florida Business Corporation
Act.
THIRD: Transition shall be the surviving corporation and shall change
its name to "Margo Nursery Farms, Inc." as of the effective date of the merger.
FOURTH: The Certificate of Incorporation of Transition shall be the
Certificate of Incorporation of the surviving corporation except that the FIRST
article thereof will be amended to read as follows:
"FIRST: The name of this Corporation is: Margo Nursery Farms, Inc.
(hereinafter referred to as the "Corporation")."
<PAGE>
2
FIFTH: A copy of the executed Agreement of Merger is on file at the
principal place of business of the surviving corporation, which is located at
Road No. 690, Km. 5.8, Vega Alta, Puerto Rico.
SIXTH: A copy of the Agreement of Merger will be furnished by the
surviving corporation, on request and without cost to any stockholder of any
constituent corporations.
SEVENTH: The merger will become effective at 11:59 PM, Eastern Standard
Time on December 31, 1997.
NINTH: The authorized capital stock of Margo Farms immediately prior to
the merger consisted of 10,000,000 shares of Common Stock, $0.001 par value, and
250,000 shares of Preferred Stock, $0.01 par value.
IN WITNESS WHEREOF, Margo Nursery Farms, Inc. has caused this
Certificate of Merger to be executed by its President and Secretary, this 15th
day of December, 1997.
MARGO NURSERY FARMS, INC.
By: /s/ MICHAEL J. SPECTOR
-----------------------
Name: Michael J. Spector
Title: President
By: /s/ MARGARET D. SPECTOR
-----------------------
Name: Margaret D. Spector
Title: Secretary
MARGO TRANSITION CORP.
By: /s/ MICHAEL J. SPECTOR
-----------------------
Name: Michael J. Spector
Title: President
By: /s/ MARGARET D. SPECTOR
-----------------------
Name: Margaret D. Spector
Title: Secretary
EXHIBIT 99
NEWS RELEASE
NASDAQ SYMBOL: MRGO
FOR IMMEDIATE RELEASE CONTACTS: MICHAEL J. SPECTOR OR
ALFONSO ORTEGA
(787) 883-2570
MARGO NURSERY FARMS, INC.
ANNOUNCES COMPLETION OF REINCORPORATION
AS A PUERTO RICO CORPORATION
San Juan, Puerto Rico: January 5, 1998 - Margo Nursery Farms, Inc., a Florida
corporation ("Margo") (NASDAQ) SYMBOL: MRGO), announced today that the
incorporation of Margo as a Puerto Rico corporation was accomplished effective
December 31, 1997. Margo merged with and into Margo Transition Corp.
("Transition"), a newly organized wholly-owned subsidiary of Margo, incorporated
under the laws of Puerto Rico. Effective on December 31, 1997 Transition changed
its name to Margo Nursery Farms, Inc. and succeeded to the business previously
conducted by Margo.
Shareholders of Margo automatically became shareholders of Transition on a
share-for-share basis, without having to exchange their stock certificates. The
common stock of Transition is trading on the NASDAQ Small-Cap Market under the
previous symbol for Margo Nursery Farms, Inc. ("MRGO").
Margo is engaged in the business of growing and distributing a wide range of
both indoor and outdoor tropical foliage and flowering plants in Vega Alta, and
Barranquitas, 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.
