for Tomorrow announce a proposed assets purchase by Evans from Plants
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
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.
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