DALLAS, Texas, April 16, 2001 (PRIMEZONE) -- Fresh America Corp. (Nasdaq:FRES), a major North American fresh produce distribution company, announced today that it has issued 3,166,694 shares of its common stock to Larry Martin. The shares, which represent a 38 percent ownership interest in the Company, were issued pursuant to the payment terms of Fresh America's 1997 acquisition of Martin Bros., a tomato repacking division of Fresh America. Mr. Martin has continued to run the Company's tomato repacking operations since the acquisition and was added to Fresh America's Board of Directors earlier this year.
Fresh America acquired the stock of Martin Bros. from Mr. Martin in December 1997 and part of the consideration included an earnout payment based on the operating results of Martin Bros. for the three years following the acquisition. The payment, which totaled approximately $4.9 million, was payable in the form of cash, stock or a combination thereof, 75% at the option of the company and 25% at the option of Mr. Martin. The shares issued to Mr. Martin satisfied 75% of the earnout payment and pursuant to the terms of the original purchase agreement, were at the average of the closing price of Fresh America's common stock on Nasdaq for the ten trading days prior to March 31, 2001, the due date of the payment. The value per share was $1.174. The remaining balance of the earnout payment is payable in cash, subject to the approval of the Company's lenders.
Fresh America is an integrated food distribution management company that operates ten distribution facilities located in Dallas and Houston Texas; Atlanta, Georgia; Pensacola, Florida; Scranton and Wilkes-Barre, Pennsylvania; Richmond, Indiana; Chicago, Illinois; Phoenix, Arizona; and Los Angeles, California.