<PAGE>
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ___________)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[ ] Confidential, for use of the Commission only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive proxy statement
[ ] Definitive additional materials
[X] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
ECO SOIL SYSTEMS, INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN REGISTRANT)
Payment of filing fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
(1)Title of each class of securities to which transaction applies:
(2)Aggregate number of securities to which transaction applies:
(3)Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4)Proposed maximum aggregate value of transaction:
(5)Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1)Amount Previously Paid:
(2)Form, Schedule or Registration Statement No.:
(3)Filing Party:
(4)Date Filed:
<PAGE>
On June 14, 2000, Eco Soil Systems, Inc. ("Eco Soil") announced that it
had entered into an Amendment to the Amended and Restated Asset Purchase
Agreement (the "Purchase Agreement") with the J.R. Simplot Company
("Simplot") pursuant to which Eco Soil's subsidiary, Turf Partners, Inc.
("Turf Partners") will sell to Simplot and Simplot will purchase from Turf
Partners substantially all of the assets of Turf Partners.
Copies of Eco Soil's press release announcing the amendment to the sale
transaction and the slide presentation used by the chief executive officer
during the call are attached. Each of these documents refers to changes to
the sale transaction and Eco Soil's business due to the amendment to the
Asset Purchase Agreement.
Eco Soil's shareholders will be asked to vote on the transaction
because Turf Partners' assets may be deemed to be "substantially all" of Eco
Soil's assets under Nebraska law. All shareholders should read the proxy
statement concerning the sale of Turf Partners' assets that will be filed
with the SEC and mailed to shareholders. The proxy statement will contain
important information that shareholders should consider before making any
decision regarding the sale of Turf Partners' assets. The proxy statement
will be available, as well as other filings containing information about Eco
Soil, without charge, at the SEC's Internet site (http://www.sec.gov). Copies
of the proxy statement will also be available, without charge, from Eco Soil
by mail to Eco Soil Systems, Inc., 10740 Thornmint Road, San Diego, CA 92127,
attention: Investor Relations, telephone: (858) 675-1660.
CERTAIN INFORMATION CONCERNING PARTICIPANTS
Eco Soil and certain other persons named below may be deemed to be
participants in the solicitation of proxies from Eco Soil shareholders to
approve the sale of Turf Partners' assets. The participants in this
solicitation may include the directors of Eco Soil (William B. Adams, Max D.
Gelwix, S. Bartley Osborn, Robert O'Leary, Edward Steele and William Potter)
and the following executive officers of Eco Soil: William B. Adams, Chairman
and Chief Executive Officer, Max D. Gelwix, President and Chief Operating
Officer, and Dennis Sentz, Vice President and Chief Financial Officer. The
aforementioned directors and officers of Eco Soil together may be deemed to
beneficially own approximately 20% of Eco Soil's common stock.
Set forth below is the press release announcing first quarter results of
operations.
COMPANY PRESS RELEASE
For information contact:
William B. Adams, Chief Executive Officer
Ann R. Strobel, Director of Investor Relations
Eco Soil Systems, Inc. - 858-675-1660
Jill Fukuhara or Roslyn Anunciacion
The Financial Relations Board, 310-442-0599
ECO SOIL ANNOUNCES AMENDMENT TO AGREEMENT TO SELL TURF
PARTNERS ASSETS TO J.R. SIMPLOT COMPANY
RANCHO BERNARDO, CA, JUNE 12, 2000 - Eco Soil Systems, Inc. (NASDAQ: ESSI)
announced today that it has amended the asset purchase agreement to sell
substantially all of the assets of its Turf Partners subsidiary to the J.R.
Simplot Company. The amendment provides for a fixed purchase price for Turf
Partners' assets that will be payable in cash at the closing of the transaction
and will not be subject to adjustments based on an EBITDA calculation
contemplated by the original agreement. The total purchase price includes a
payment to ESSI of $23 million, assumption of Turf Partners' bank debt of
approximately $17 million, and assumption of Turf Partners' liabilities
associated with its existing vendors, contracts and leases. In addition, the
amendment eliminates the requirement that ESSI deliver a tangible net worth of
$3 million, which effectively eliminates ESSI's requirements to repay at least
$7 million of inter-company debt to the sub.
William B. Adams, Chairman and Chief Executive Officer, said: "We are very
pleased with the terms of this amendment. The fixed purchase price provided by
the amendment will benefit Eco Soil and its shareholders by eliminating a
potential downward adjustment in the purchase price as provided in the earlier
agreement."
At the signing of this amended agreement, Simplot has agreed to provide a $2
million letter of credit and a loan of $3 million to be used for working capital
purposes. The $3 million loan is to be repaid at the close of the transaction.
The transaction is subject to customary closing conditions, including the
approval of Eco Soil shareholders and the expiration of the waiting period under
the Hart-Scott-Rodino Antitrust Improvements Act, which is expected to end in
mid-July.
In addition to the amendment to the asset purchase agreement, Eco Soil and
Simplot have agreed to the terms of two distribution and supply agreements, and
one field trial agreement. In the first agreement between Turf Partners and Eco
Soil Systems, Simplot has agreed to purchase a minimum of $5 million of
FreshPack-TM- product over the first two years of a five-year agreement. Adams
noted, "Our proprietary product sales in turf are secured under this
distribution and supply agreement, and should continue to grow." In the second
agreement, Simplot has agreed to a market test of Eco Soil's proprietary
products in ten of its SoilBuilders stores.
<PAGE>
Adams further noted, "With the purchase price fixed and the distribution and
supply agreements in place, we have given our Company the best chance to grow.
Management's top priority is now directed towards accelerating sales of our
proprietary products by focusing on new markets, specifically production
agriculture, golf, and specialty agricultural markets. We hope to do this while
also reducing our fixed expenses at the parent level."
Eco Soil develops, markets and sells proprietary biological and traditional
chemical products that provide solutions for a wide variety of turf and crop
maintenance problems in the golf and agricultural industries. Its proprietary
products evolve from the BioJect-Registered Trademark-, a patented and EPA
approved device that cultures and dispenses biological products through
irrigation systems, and are sold under the Fresh Pack-TM- or the
BioJect-Registered Trademark- brands. Eco Soil's Internet site address is
http://www.ecosoil.com.
The statements contained in this release that are not historical facts are
forward-looking statements that involve risks and uncertainties. Management
wishes to caution the reader that these forward-looking statements are only
predictions; actual events or results may differ materially as a result of risks
facing the company, including those listed under the caption "factors that may
affect future performance" in the company's annual report on Form 10-K filed
April 14, 2000 and subsequent quarterly filings including Form 10-Q filed May
15, 2000.
<PAGE>
Set forth below are copies of the slides the Chief Executive Officer used
during his presentation.
ECO SOIL SYSTEMS, INC.
JUNE 14, 2000
<PAGE>
NEW DEVELOPMENT IN SIMPLOT DEAL
- Sales price is fixed
- Distribution & supply agreements finalized
- Subject to affirmative shareholder vote, scheduled in July 2000
<PAGE>
SALES PRICE EVALUATION
<TABLE>
<CAPTION>
Old (floating) New (fixed)
-------------- -----------
<S> <C> <C>
Formula: 6 X 2000 EBITDA None
Set-offs: - Avg. bank borrowings None
- NTA less than $3,000,000
- Past due payables
-------------- -----------
Minimum cash to ESSI: $15 million $23 million
</TABLE>
<PAGE>
BOTTOM LINE (SALES PRICE)
================================================================================
<TABLE>
<S> <C>
- New deal - Net to ESSI: $23 million
- Assumption of Bank Debt: $17 million
- Assumption of Trade Debt: $13 million
- Requirement to repay $7 mm
of inter-company debt eliminated: $ 7 million
-----------
Total Purchase Price: $60 million
</TABLE>
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<PAGE>
DISTRIBUTION AGREEMENTS
TURF: - 5 year exclusive for proprietary products
- 2 year FreshPack-TM- portion guaranteed $7 million
in retail sales, $5 million at wholesale
- Defined territories
AG: - Market trial leading to general distribution
- 10-store test by Fall 2000
- Field Trials - 500 acres: Soil Remediation
<PAGE>
FINAL POINTS TO MAKE
================================================================================
- When TP grows:
- Proprietary sales in golf grow
- Simplot has big plans
- We will try to hold our %
- Product Strategy in the future aimed at bigger markets
- Business Plan:
- Take corporate expenses down
- Make Ag Supply a profit center
- Grow proprietary in Production Ag, Specialty Ag, Specialty Turf,
and Golf
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