SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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): DECEMBER 1, 1997
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NUCO2 INC.
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(Exact Name of Registrant as Specified in Charter)
FLORIDA 0-27378 65-0180800
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
2800 S.E. MARKET PLACE, STUART, FLORIDA 34997
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (561) 221-1754
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N/A
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
Pursuant to (i) an Asset Purchase Agreement dated December 1, 1997, by
and among NuCo2 Inc., a Florida corporation (the "Registrant"), Miller Carbonic
Systems Company, Inc., an Illinois corporation ("MCSC"), Miller Carbonic, Inc.,
an Illinois corporation ("MC") and James G. Rosenbaum ("Rosenbaum"), (ii) an
Asset Purchase Agreement dated December 1, 1997, by and among the Registrant,
Carbonic National System's Inc., an Illinois corporation ("CNS") and Orland F.
McCarthy, Jr. ("O.F. McCarthy"), Vikki J. McCarthy ("V.J. McCarthy") and
Rosenbaum and (iii) an Asset Purchase Agreement dated December 1, 1997, by and
among Carbonic Gas Service, Inc., an Illinois corporation ("CGS") and O.F.
McCarthy and V.J. McCarthy, on December 1, 1997, the Registrant acquired the
carbon dioxide assets and related customer accounts of MCSC, MC, CNS and CGS for
an aggregate purchase price of $11,500,000. To fund the acquisitions, the
Registrant borrowed $6,500,000 pursuant to its revolving credit facility with
SunTrust Bank, South Florida, National Association and paid the balance of the
purchase price from available cash on hand. The consideration paid was
determined by negotiations among the parties and was based on the value of the
businesses acquired on an ongoing basis. The Registrant intends to continue to
use the assets acquired for the same purposes as used by MCSC, MC, CNS and CGS.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(a) Financial Statements of Businesses Acquired.
It is impracticable to provide the required financial statements at
this time. The required financial statements will be filed as an amendment to
this Form 8-K as soon as they become available, but in no event later than
February 16, 1998.
(b) Pro Forma Financial Information.
It is impracticable to provide the required pro forma financial
information at this time. The required pro forma financial information will be
filed as an amendment to this Form 8- K as soon as it becomes available, but in
no event later than February 16, 1998.
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SIGNATURE
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.
NUCO2 INC.
Dated: December 9, 1997 By: /S/ JOANN SABATINO
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Joann Sabatino,
Chief Financial Officer
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