FOUR M CORP
8-K, 1998-12-04
PAPERBOARD CONTAINERS & BOXES
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                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 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): December 1, 1998


                               FOUR M CORPORATION
             (Exact name of registrant as specified in its charter)



             MARYLAND                      333-8043                52-0822639
 (State or other jurisdiction of   (Commission file number)   (I.R.S. employer
  incorporation or organization)                             identification no.)




             115 STEVENS AVENUE
             VALHALLA, NY 10595                                 10595
  (Address of principal executive offices)                   (Zip code)




Registrant's telephone number, including area code:  (914) 749-3200




<PAGE>



Item 5.  Other Events.

         Four M Corporation (the  "Company")is not in compliance with certain of
the financial  covenants  contained in its Credit Facility and as a result is in
default.  Accordingly, the Company is unable to borrow under its Credit Facility
in order to make  the  interest  payment  due on  December  1,  1998  under  the
Company's  12% Senior  Secured  Notes due 2006 (the  "Notes").  If such interest
payment is not made by December 31, 1998,  the Company will be in default  under
the Indenture governing the Notes.

         The Lender  under the  Company's  Credit  Facility has offered to waive
such non-compliance under terms and conditions which are not satisfactory to the
Company.  No assurance  can be given that the Company will be able to obtain the
necessary  waivers  on terms and  conditions  satisfactory  to the  Company  and
therefore  borrow  under its  Credit  Facility  necessary  to make the  interest
payment due under the Notes.

         Florida Coast Paper Company,  L.L.C. ("Florida Coast") , a subsidary of
the  Company,  failed to make the  interest  payment due under  Florida  Coast's
12-3/4% First Mortgage Notes due 2003 (the "Florida Coast Notes") on December 1,
1998 as a result  of a lack of  funds.  If  Florida  Coast  does  not make  such
interest  payment by December 31, 1998,  Florida  Coast will be in default under
the Indenture governing the Florida Coast Notes.

         In addition,  each of the Company and Stone  Container  Corporation has
failed to make  certain  payments  to Florida  Coast  under the Output  Purchase
Agreement.  Failure to cure such default under the Output Purchase  Agreement by
December 5, 1998,  will  constitute a default under the Indenture  governing the
Florida Coast Notes.


<PAGE>

                                      SIGNATURES


        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 thereunto duly authorized.


                               FOUR M CORPORATION



                                    By:  /s/ Chris Mehiel
                                         ----------------
                                         Chief Operating Officer


Date:  December 3, 1998




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