for Tomorrow announce a proposed assets purchase by Evans from Plants Business Editors MIAMI--(BUSINESS WIRE)--May 19, 1994--Evans Environmental Corp. ("Evans") (NASDAQ:ECOS) and Plants for Tomorrow Inc. ("Plants") (NASDAQ:PFTI) announced Thursday that they have entered into an asset purchase agreement pursuant to which Evans would acquire Plants' nurseries in Loxahatchee, Avon Park and Hardee, Fla. In the purchase are included inventory and the equipment used at the nurseries and on contract installations. Evans also is purchasing the accounts receivable and is assuming certain specific accounts payable of Plants. A subsidiary of Evans would also enter into a management agreement with Plants with respect to completing Plants' existing contract obligations. Evans would issue Plants 1,000 shares of convertible preferred stock, and an initial one-year warrant to purchase 250,000 shares of Evans' common stock at $2.10 per share. The preferred stock will be mandatorily converted from a minimum of 100,000 to a maximum of 300,000 shares of Evans' common stock, based on an agreed upon formula, upon the completion of certain of Plants' contractual obligations. Further, if the initial warrant is exercised in full within 20 days after the registration of the underlying stock pursuant to federal and applicable state securities laws, an additional warrant to purchase 500,000 shares of Evans' common stock at $2.10 per share during the remainder of the first year after closing will be issued. Dr. Charles C. Evans, the chief executive officer of Evans, stated: "The acquisition of these assets from Plants adds an important link in Evans' growing `Wetlands' practice. Evans will handle all phases of our customers requirements with regard to the design, the growing, to the installation and the maintenance and monitoring of native Plants as mandated by federal and state laws." Plants also would arrange for the purchase from Evans of $250,000 in face amount of two-year convertible debentures. The proposed transaction is subject to various conditions. The agreement envisions a closing by Aug. 16, 1994. Evans provides environmental testing, consulting and management services; operates environmental testing laboratories specializing in soil, water and asbestos; and provides products and services to the cable television industry, including remote control units, fiber optic interface units and other cable television equipment. Plants' primary business operations consists of growing native and aquatic plants and providing plant seeds for revegetation of Wetlands and landscaping.
EVANS ENVIRONMENTAL AND PLANTS
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