NUCO2 INC /FL
8-K, 1999-05-11
CHEMICALS & ALLIED PRODUCTS
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                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 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 4, 1999
                                                  ------------------------------

                                   NUCO2 INC.
- --------------------------------------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)



     FLORIDA                     0-27378         65-0180800
- --------------------------------------------------------------------------------
(State or Other Jurisdiction    (Commission       (IRS Employer
   of Incorporation)            File Number)   Identification No.)


         2800 S.E. MARKET PLACE, STUART, FLORIDA               34997
- --------------------------------------------------------------------------------
         (Address of Principal Executive Offices)            (Zip Code)



Registrant's telephone number, including area code: (561) 221-1754
                                                   -----------------------------


                                       N/A
- --------------------------------------------------------------------------------
         (Former Name or Former Address, if Changed Since Last Report.)





<PAGE>



         Item 5.           OTHER EVENTS.
                           -------------

         Exhibit 99.1 to this Form 8-K is incorporated herein by reference.




         Item 7.           FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
                           -----------------------------------------
                           INFORMATION AND EXHIBITS.
                           -------------------------

         (c)      Exhibits

                  EXHIBIT NO.        DESCRIPTION
                  -----------        -----------

                     99.1            Press Release dated May 10, 1999



                                       -2-

<PAGE>



                                    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: May 10, 1999                           By:   /S/ ERIC M. WECHSLER
                                                   ------------------------
                                                   Eric M. Wechsler
                                                   General Counsel




                                       -3-


                                                                    Exhibit 99.1


NuCo2 Inc.
2800 SE Market Place, Stuart, Florida 34997
www.nuco2.com
e-mail: [email protected]
- --------------------------------------------------------------------------------
FOR IMMEDIATE RELEASE                                CONTACT:  EDWARD M. SELLIAN
                                                                  CHAIRMAN & CEO
                                                                  (561) 221-1754

NUCO2(R) ENTERS INTO $75.0 MILLION REVOLVING CREDIT FACILITY AND SELLS
$10.0 MILLION OF ITS 12% SENIOR SUBORDINATED PROMISSORY NOTES

         (Stuart,  Florida, May 10, 1999) - NuCo2 Inc.  (Nasdaq/National Market:
NUCO)  announced  today that it has received an increase in its facility  from a
syndicate of banks led by SunTrust Bank, South Florida, National Association to
a $75.0 million, three year revolving credit facility.

         The Company further  reported today that it closed on the sale of $10.0
million of its 12% Senior Subordinated Promissory Notes Due 2005. The purchasers
of the Notes were institutional  investors;  Chase Equity  Associates,  L.P., an
existing  holder of the Company's 12% Senior  Subordinated  Notes Due 2004;  and
SunTrust  Banks,  Inc., an affiliate of SunTrust Bank,  South Florida,  National
Association. The Notes were sold with warrants to purchase 372,892 shares of the
Company's Common Stock at an exercise price of $6.65 per share.

         Edward M. Sellian,  Chairman and CEO, said "The  increased  facility is
for capital  expenditures  to continue our strong growth to build NuCo2's market
position and profitability."

         Commenting  on  SunTrust's  growing  commitment  to NuCo2,  Russell  E.
Burnette, Vice President,  SunTrust Bank, South Florida, N.A., said "In addition
to the increase in the revolving credit facility,  an affiliate of SunTrust Bank
purchased $1.3 million of the 12% Senior  Subordinated  Promissory Nots Due 2005
and  SunTrust  looks  forward  to seeing  the  Company  complete  its  expansion
throughout the U.S."

         NuCo2 Inc. is the largest company in the industry that applies bulk CO2
systems  and  liquid  carbon  dioxide  to retail  establishments  for use in the
carbonation  and dispensing of fountain  beverages.  Further  information  about
NuCo2 Inc. may be obtained at the Company's web site at www.nuco2.com.

         This press release contains certain  forward-looking  statements within
the  meaning of Section  27A of the  Securities  Act of 1933,  as  amended,  and
Section  21E of the  Securities  Exchange  Act of 1934,  as  amended,  which are
intended  to be covered  by the safe  harbors  created  thereby.  Investors  are
cautioned that all  forward-looking  statements  involve risks and  uncertainty,
including without  limitation,  the ability of the Company to market and develop
its products.  Although the Company believes that the assumptions underlying the
forward-looking   statements  contained  herein  are  reasonable,   any  of  the
assumptions could be inaccurate,  and therefore,  there can be no assurance that
the  forward-looking  statements included in this press release will prove to be
accurate.   In  light  of  the   significant   uncertainties   inherent  in  the
forward-looking  statements  included herein,  the inclusion of such information
should not be regarded as a  representation  by the Company or any other  person
that the objectives and plans of the Company will be achieved.





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