-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UHSbqMuTsuuTx+OmRsf2PYNFwGQmmFVN/uwz7pDRS60YjOYMnr/KuF2oq5PWMu0l 2Jd8J0JsIRmCDUkJGW+WJA== 0000863111-96-000018.txt : 19961011 0000863111-96-000018.hdr.sgml : 19961011 ACCESSION NUMBER: 0000863111-96-000018 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961010 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MG PRODUCTS INC CENTRAL INDEX KEY: 0000863111 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC LIGHTING & WIRING EQUIPMENT [3640] IRS NUMBER: 330098392 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-41448 FILM NUMBER: 96641965 BUSINESS ADDRESS: STREET 1: 8154 BRACKEN CREEK CITY: SAN ANTONIO STATE: TX ZIP: 78266-2143 BUSINESS PHONE: 2106515288 MAIL ADDRESS: STREET 1: 8154 BRAKEN CREEK CITY: SAN ANTONIO STATE: TX ZIP: 78266-2143 FORMER COMPANY: FORMER CONFORMED NAME: CREST INDUSTRIES INC DATE OF NAME CHANGE: 19930328 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MG PRODUCTS INC CENTRAL INDEX KEY: 0000863111 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC LIGHTING & WIRING EQUIPMENT [3640] IRS NUMBER: 330098392 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 8154 BRACKEN CREEK CITY: SAN ANTONIO STATE: TX ZIP: 78266-2143 BUSINESS PHONE: 2106515288 MAIL ADDRESS: STREET 1: 8154 BRAKEN CREEK CITY: SAN ANTONIO STATE: TX ZIP: 78266-2143 FORMER COMPANY: FORMER CONFORMED NAME: CREST INDUSTRIES INC DATE OF NAME CHANGE: 19930328 SC 13D 1 N:\DOCS\57415\000\4951003A.330 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 M.G.Products, Inc. (Name of Issuer) Common Stock, No Par Value (Title of Class of Securities) 55301K 10 5 (CUSIP Number) Copy to: M.G. Products, Inc. Gilbert E. Haakh, Esq. 8154 Bracken Creek Kindel & Anderson L.L.P. San Antonio, Texas 78266-2143 555 S.Flower Street Attn: Ishmael D. Garcia 29th Floor (210) 651-5188 Los Angeles, CA. 90017 (213) 688-2554 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications September 30, 1996 (Date of Event which Requires Filing of this Statement If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d- 1(b)(3) or (4), check the following box. Check the following box if a fee is being paid with the statement. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D CUSIP NO. 55301K 10 5 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON EXPORTADORA CABRERA, S.A. DE C.V. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)X (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS NOT APPLICABLE 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR (e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION MEXICO 7 SOLE VOTING POWER NUMBER OF 7,245,144 SHARES 8 SHARED VOTING POWER BENEFICIALLY NONE OWNED BY 9 SOLE DISPOSITIVE POWER EACH 7,245,144 REPORTING 10 SHARED DISPOSITIVE POWER PERSON WITH NONE 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,245,144 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 51.00% 14 TYPE OF REPORTING PERSON I.N. SCHEDULE 13D CUSIP NO. 55301K 10 5 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON JUAN PABLO CABRERA 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) X (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS NOT APPLICABLE 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR (e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION MR. CABRERA IS A MEXICAN CITIZEN 7 SOLE VOTING POWER NUMBER OF 30,770 SHARES 8 SHARED VOTING POWER BENEFICIALLY NONE OWNED BY 9 SOLE DISPOSITIVE POWER EACH 30,770 REPORTING 10 SHARED DISPOSITIVE POWER PERSON WITH NONE 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 30,770 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) LESS THAN 1% 14 TYPE OF REPORTING PERSON I.N. SCHEDULE 13D CUSIP NO. 55301K 10 5 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON MICHAEL FARRAH 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) X (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS NOT APPLICABLE 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR (e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION MR. FARRAH IS A U.S. CITIZEN 7 SOLE VOTING POWER NUMBER OF 883,557 SHARES 8 SHARED VOTING POWER BENEFICIALLY NONE OWNED BY 9 SOLE DISPOSITIVE POWER EACH 883,557 REPORTING 10 SHARED DISPOSITIVE POWER PERSON WITH NONE 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 883,557 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.22% 14 TYPE OF REPORTING PERSON I.N. SCHEDULE 13D CUSIP NO. 55301K 10 5 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON MICHAEL PATRICK FARRAH TRUST 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) X (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS NOT APPLICABLE 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR (e) " 6 CITIZENSHIP OR PLACE OF ORGANIZATION THIS IS AS YET AN UNFUNDED REVOCABLE INTERVIVOS TRUST GOVERNED BY THE LAWS OF TEXAS 7 SOLE VOTING POWER NUMBER OF 0 SHARES 8 SHARED VOTING POWER BENEFICIALLY NONE OWNED BY 9 SOLE DISPOSITIVE POWER EACH 0 REPORTING 10 SHARED DISPOSITIVE POWER PERSON WITH NONE 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14 TYPE OF REPORTING PERSON I.N. SCHEDULE 13D CUSIP NO. 55301K 10 5 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON SHANNON ANN FARRAH 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) X (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS NOT APPLICABLE 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR (e) " 6 CITIZENSHIP OR PLACE OF ORGANIZATION MS. FARRAH IS A U.S. CITIZEN 7 SOLE VOTING POWER NUMBER OF 100,000 SHARES 8 SHARED VOTING POWER BENEFICIALLY NONE OWNED BY 9 SOLE DISPOSITIVE POWER EACH 100,000 REPORTING 10 SHARED DISPOSITIVE POWER PERSON WITH NONE 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 100,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) LESS THAN 1% 14 TYPE OF REPORTING PERSON I.N. SCHEDULE 13D CUSIP NO. 55301K 10 5 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON THE SHANNON ANN FARRAH TRUST 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) X (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS NOT APPLICABLE 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR (e) " 6 CITIZENSHIP OR PLACE OF ORGANIZATION THIS IRREVOCABLE TRUST IS GOVERNED BY THE LAWS OF CALIFORNIA 7 SOLE VOTING POWER NUMBER OF 779,547 SHARES 8 SHARED VOTING POWER BENEFICIALLY NONE OWNED BY 9 SOLE DISPOSITIVE POWER EACH 779,547 REPORTING 10 SHARED DISPOSITIVE POWER PERSON WITH NONE 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 779,547 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.49% 14 TYPE OF REPORTING PERSON I.N. SCHEDULE 13D CUSIP NO. 55301K 10 5 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON THE 1996 MICHAEL P. FARRAH TRUST 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) X (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS NOT APPLICABLE 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR (e) " 6 CITIZENSHIP OR PLACE OF ORGANIZATION THIS IRREVOCABLE TRUST IS GOVERNED BY THE LAWS OF CALIFORNIA 7 SOLE VOTING POWER NUMBER OF 939,930 SHARES 8 SHARED VOTING POWER BENEFICIALLY NONE OWNED BY 9 SOLE DISPOSITIVE POWER EACH 939,930 REPORTING 10 SHARED DISPOSITIVE POWER PERSON WITH NONE 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 939,930 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.62% 14 TYPE OF REPORTING PERSON I.N. SCHEDULE 13D CUSIP NO. 55301K 10 5 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON THE 1996 SHANNON ANN FARRAH TRUST 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) X (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS NOT APPLICABLE 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR (e) " 6 CITIZENSHIP OR PLACE OF ORGANIZATION THIS IRREVOCABLE TRUST IS GOVERNED BY THE LAWS OF CALIFORNIA 7 SOLE VOTING POWER NUMBER OF 939,931 SHARES 8 SHARED VOTING POWER BENEFICIALLY NONE OWNED BY 9 SOLE DISPOSITIVE POWER EACH 939,931 REPORTING 10 SHARED DISPOSITIVE POWER PERSON WITH NONE 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 939,931 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.62% 14 TYPE OF REPORTING PERSON I.N. ITEM 1. SECURITY AND ISSUER. The title of the class of equity securities to which this Schedule 13D relates is the common stock, no par value (the "M.G. common stock") of M.G. Products, Inc., a California corporation ("M.G."). The address of M.G.'s principal executive offices is 8154 Bracken Creek, San Antonio, Texas 78266-2143. M.G. is engaged in the manufacture and wholesale distribution of hanging and surface mounted decorative, fluorescent and recessed lighting fixtures sold nationally to major retailers. ITEM 2. IDENTITY AND BACKGROUND. This Schedule 13D is filed on behalf of eight beneficial owners of M.G. common stock (each, a "Shareholder" and together, the "Shareholders"). All of the Shareholders except Mr. Juan Pablo Cabrera are signatories to the Shareholders' Agreement dated September 30, 1996 (the "Shareholders' Agreement") discussed below. Mr. Juan Pablo Cabrera joins in filing this Schedule 13D because he is a member of the Cabrera Group, discussed below. Included as Appendix I is a list of the Shareholders with the following information with respect to each: (a) name; (b) business address; and (c) the number and percentage of M.G. common stock owned. Exportadora Cabrera, S.A. de C.V. ("Exportadora") is a subsidiary of Promotora El Gallo, S.A. de C.V. which has the same business address as Exportadora. The principal occupations of the persons shown on Appendix I are as follows: Mr. Juan Pablo Cabrera is the President and Chief Executive Officer of Exportadora. Mr. Michael Farrah is Vice President of Manufacturing of an affiliate of M.G. Shannon Ann Farrah owns and operates S.A.F. Products, a manufacturer of lighting products. The business addresses of the persons named in the preceding paragraph are shown in Appendix I. During the past five years, none of the Shareholders (a) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. On September 30, 1996, M.G. sold 3,642,076 shares (the "Shares") of its authorized but theretofore unissued no par value common stock to Exportadora, a major M.G. shareholder and creditor, pursuant to a Purchase Agreement dated as of September 30, 1996 between Exportadora and M.G. The Shares were issued in cancellation of $2,003,141 of M.G.'s indebtedness to Exportadora. The $2,003,141 indebtedness was incurred in M.G.'s acceptance of cash advances and the purchase of goods and services from several subsidiaries of Exportadora. Immediately after the closing of the transaction, Exportadora owned 7,245,144 of the then outstanding 14,206,154 shares, being 51%. Exportadora purchased the Shares for investment. Concurrent with the execution of the Purchase Agreement and as a condition to the sale of the Shares, M.G., Exportadora, Michael P. Farrah, the Michael Patrick Farrah Trust, a recently created and as yet unfunded revocable inter-vivos trust, the Shannon Ann Farrah Trust, Shannon Ann Farrah, the 1996 Shannon Ann Farrah Trust and the 1996 Michael P. Farrah Trust (collectively hereinafter referred to as the "Participants") entered into a Shareholders' Agreement dated September 30, 1996. The execution of the Shareholders' Agreement involved no consideration requiring the use of funds by any of the Participants. ITEM 4. PURPOSE OF TRANSACTION. The Shareholders' Agreement was executed concurrently with the execution of the Purchase Agreement to induce M.G. to enter into the Purchase Agreement. As a result of the provisions of the Shareholders' Agreement, the Participants may be deemed to constitute a "group" within the meaning of Rule 13d-5 under the Securities Exchange Act of 1934 (the "Exchange Act"). Pursuant to Rule 13d-4, the filing of this Schedule 13D shall not be construed as an admission that any Participant is, for the purpose of Section 13(d) or 13(g) of the Exchange Act (or pursuant to Rule 16a-1(a)(1) thereunder), the beneficial owner of any shares of M.G. common stock held by any other Participant. The Participants have no current plans or proposals which relate to or would result in any of the events described in Items (a) through (j) of the instructions to Item 4 of Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) By reason of the relationships described in Item 4 above, the Participants may be deemed to constitute a "group" within the meaning of Rule 13d-5 of the Exchange Act. The aggregate number of shares of M.G. common stock beneficially owned by the Participants is 10,918,879 shares, equal to 76.86% of the outstanding shares of M.G. common stock on October 1, 1996. The aggregate number and percentage of M.G. common stock beneficially owned by each Participant is set forth in the cover pages herein and on Appendix I and such information is incorporated herein by reference. (b) The number of shares of M.G. common stock as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, or sole or shared power to dispose or to direct the disposition by the Participants is set forth in the cover pages herein and such information is incorporated herein by reference. (c) None of the Participants has effected any transactions in M.G. common stock during the past 60 days, except as follows: On September 30, 1996, Exportadora purchased the 3,642,076 shares of M.G. common stock discussed in Item 3. On September 29, 1996, the 1996 Michael P. Farrah Trust purchased 939,930 shares of M.G. common stock from Mr. Patrick Farrah at $ 7/8 per share. The purchase price was paid by the Trust's Promissory Note that is collateralized by such shares. On September 29, 1996, the 1996 Shannon Ann Farrah Trust purchased 939,931 shares of M.G. common stock from Mr. Patrick Farrah at $ 7/8 per share. The purchase price was paid by the Trust's Promissory Note that is collateralized by such shares. Mr. Patrick Farrah, formerly the Chief Executive Officer and a director of M.G., is the father of Michael Farrah and of Shannon Ann Farrah. (d) The Participants know of no other person having the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of M.G. common stock to be voted pursuant to the Shareholders' Agreement. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Set forth below is a description of certain provisions of the Shareholders' Agreement. The description of the Shareholders' Agreement is qualified in its entirety by reference to the form of the Shareholders' Agreement which is included as an exhibit to this Schedule 13D and is incorporated herein by reference. The Shareholders' Agreement contains restrictions against the transfer of shares of M.G. common stock by the Participants and grants Participants options and rights of first refusal to purchase shares from other Participants, under certain circumstances. The Shareholders' Agreement also provides that for voting purposes the shares of the Participants will be pooled and then equally divided between two groups (the Farrah Group and the Exportadora Group) so as to achieve equal voting power between the two groups despite the fact that one group owns a greater number of shares than the other. The Farrah Group consists of Michael P. Farrah, the Michael Patrick Farrah Trust, the 1996 Michael P. Farrah Trust, Shannon Ann Farrah, the 1996 Shannon Ann Farrah Trust, and the Shannon Ann Farrah Trust. Michael Farrah is the sole beneficiary of the independently trusteed 1996 Michael P. Farrah Trust, and of the Michael Patrick Farrah Trust, of which he is the trustee. Shannon Ann Farrah is the sole beneficiary of the independently trusteed Shannon Ann Farrah Trust and of the independently trusteed 1996 Shannon Ann Farrah Trust. The Exportadora Group consists of Exportadora Cabrera, S.A. de C.V. and of Mr. Juan Pablo Cabrera. Mr. Juan Pablo Cabrera, who on September 30, 1996 owned 30,770 shares of M.G.'s common stock is a director of M.G. and its Chairman of the Board and Chief Executive Officer. Mr. Cabrera is also an officer of Rooster Products, Inc., the U.S. marketing and distribution subsidiary of Exportadora, based in San Antonio, Texas. The pooled shares will be voted for the Farrah Group by Michael P. Farrah and for the Cabrera Group by Alejandro Cabrera Robles, or their successors or assigns, pursuant to irrevocable proxies. Michael Farrah is Vice President of Manufacturing of an affiliate of M.G. and a Director of M.G. Mr. Alejandro Cabrera Robles is the Chairman of Exportadora, a Mexican holding company which he controls, based in Guadalajara, Mexico, is a director of M.G. and is the father of Juan Pablo Cabrera. As shown in Appendix I, on October 1, 1996 the Farrah Group owned 3,642,965 shares and the Cabrera Group owned 7,275,914 shares of M.G. common stock. The Shareholders' Agreement terminates on September 30, 1999 or earlier if sales or other dispositions by the Farrah Group or the Cabrera Group pursuant to the Shareholders' Agreement have resulted in such Group owning less than 50% of that Group's shares shown in the preceding paragraph. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 1 Form of Shareholders' Agreement dated September 30, 1996 among M.G. Products, Inc. and each Participant listed on Appendix I - incorporated by reference to Exhibit 2 to M.G. Products, Inc.'s Report on Form 8-K dated October 8, 1996. APPENDIX I
Percent of Shareholder No. of Outstanding Name and Address Shares Shares Exportadora Cabrera, SA de CV 7,245,144 51% Paraiso 1750 Colonia del Fresno Guadalajara, Jalisco Mexico 44900 Juan Pablo Cabrera 30,770 * 8154 Bracken Creek San Antonio, Texas 78266-2143 Michael Farrah 883,557 6.22% 8154 Bracken Creek San Antonio, Texas 78266-2143 Michael Patrick Farrah Trust 0 0 c/o Michael Farrah 8154 Bracken Creek San Antonio, Texas 78266-2143 Shannon Ann Farrah 100,000 * 11730 E. Lusitano Place Tucson, Arizona 85748 The Shannon Ann Farrah Trust 779,547 5.49% Edward C. Kliem, Jr., trustee 21671 Branta Circle Huntington Beach, California 92646 The 1996 Michael P. Farrah Trust 939,930 6.62% Barry R. Shreiar, trustee 4590 MacArthur Boulevard Suite 390 Newport Beach, California 92660 The 1996 Shannon Ann Farrah Trust 939,931 6.62% Barry R. Shreiar, trustee 4590 MacArthur Boulevard Suite 390 Newport Beach, California 92660 * Less than 1%
SIGNATURE After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. EXPORTADORA CABRERA, S.A. DE C.V. By: /s/ JUAN CARLOS RODRIGUEZ Juan Carlos Rodriguez Finance Director /s/ JUAN PABLO CABRERA Juan Pablo Cabrera /s/ MICHAEL FARRAH Michael Farrah MICHAEL PATRICK FARRAH TRUST By: /s/ MICHAEL PATRICK FARRAH Michael Patrick Farrah /s/ SHANNON ANN FARRAH Shannon Ann Farrah THE SHANNON ANN FARRAH TRUST By: /s/ EDWARD C. KLIEM, JR. Edward C. Kliem, Jr., Trustee THE 1996 MICHAEL P. FARRAH TRUST By: /s/ BARRY R. SHREIAR Barry R. Shreiar, Trustee THE 1996 SHANNON ANN FARRAH TRUST By: /s/ BARRY R. SHREIAR Barry R. Shreiar, Trustee Dated: October 9, 1996 Exhibit Index Exhibit 1 Form of Shareholders' Agreement dated September 30, 1996 among M.G. Products, Inc. and each Participant listed on Appendix I - incorporated by reference to Exhibit 2 to M.G. Products, Inc.'s Report on Form 8-K dated October 8, 1996. -----END PRIVACY-ENHANCED MESSAGE-----