FORM 3
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION _____________________
WASHINGTON, D.C. 20549 | OMB APPROVAL |
|_____________________|
INITIAL STATEMENT OF |OMB NUMBER: 3235-0104|
BENEFICIAL OWNERSHIP OF SECURITIES |EXPIRES: |
| SEPTEMBER 30, 1998|
Filed pursuant to Section 16(a) of the |ESTIMATED AVERAGE |
Securities Exchange Act of 1934, |BURDEN HOURS |
Section 17(a) of the Public Utility |PER RESPONSE..... 0.5|
Holding Company Act of 1935 |_____________________|
or Section 30(f) of the Investment
Company Act of 1940
___________________________________________________________________________
1. Name and Address of Reporting Person
Richmont Marketing Specialists Inc.
___________________________________________________________________________
17855 North Dallas Parkway, Suite 200
_______________________________________________________________________
(Street)
Dallas, Texas 75287
_______________________________________________________________________
(City) (State) (Zip)
___________________________________________________________________________
2. Date of Event Requiring Statement (Month/Day/Year)
04/28/99
___________________________________________________________________________
3. I.R.S. Identification Number of Reporting Person, if an entity
(voluntary)
___________________________________________________________________________
4. Issuer Name and Ticker or Trading Symbol
Merkert American Corporation / "MERK"
___________________________________________________________________________
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
( ) Director
( X ) 10% Owner
( ) Officer (give title below)
( ) Other (specify title below)
_____________________________________
___________________________________________________________________________
6. If Amendment, Date of Original (Month/Day/Year)
___________________________________________________________________________
7. Individual or Joint/Group Filing (Check Applicable Line)
___Form filed by One Reporting Person
X Form filed by More than One Reporting Person
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TABLE I - NON-DERIVATIVE SECURITIES BENEFICIALLY OWNED
___________________________________________________________________________
|1. Title of Security|2. Amount of |3. Ownership |4. Nature of |
| (Instr. 4) | Securities | Form: Direct| Indirect |
| | Beneficially| (D) or | Beneficial |
| | Owned | Indirect (I)| Ownership |
| | (Instr. 4) | (Instr. 5) | (Instr. 5) |
|____________________|_______________|_______________|____________________|
Common Stock 0* (I) By Voting
Agreement**
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TABLE II - DERIVATIVE SECURITIES BENEFICIALLY OWNED
(E.G., PUTS, CALLS, WARRANTS, OPTIONS, CONVERTIBLE SECURITIES)
___________________________________________________________________________
1. Title of Derivative Security (Instr. 4)
Restricted Common Stock
___________________________________________________________________________
2. Date Exercisable and Expiration Date (Month/Day/Year)
See Additional Information*** See Additional Information***
________________________ _________________________
Date Exercisable Expiration Date
___________________________________________________________________________
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)
Common Stock None are, or will be,
beneficially owned*
____________________________ _______________________________
Title Amount or Number of Shares
___________________________________________________________________________
4. Conversion or Exercise Price of Derivative Security
Shares of restricted common stock will convert on a 1:1 basis into
shares of common stock.***
___________________________________________________________________________
5. Ownership Form of Derivative Security: Direct(D) or Indirect(I)
(Instr. 5)
(I)
___________________________________________________________________________
6. Nature of Indirect Beneficial Ownership (Instr. 5)
By Voting Agreement**
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Form 3 - Richmont Marketing Specialists Inc., MS Acquisition Ltd.,
MSSC Acquisition Corporation, Richmont Capital Partners I,
L.P. and J.R. Investments Corp. filing as 10% holders of the
common stock, traded as "MERK", and the restricted common
stock of Merkert American Corporation, as a result of the
Voting Agreement dated as of April 28, 1999.
EXPLANATION OF RESPONSES:
* Because the reporting persons do not have or share the opportunity,
directly or indirectly, to profit or share in any profit derived from a
transaction in any securities of Merkert American Corporation ("Merkert")
(including the common stock and restricted common stock described in this
Form 3), under the terms of Instructions 4 and 5(b)(i) to Form 3, the
provisions of Rule 16a-1(a)(1) and (2) of the Act and the accompanying note
to Paragraph (a) of Rule 16a-1 of the Act, the reporting persons do not
beneficially own any securities required to be described in this Form 3;
however, due to Richmont Marketing Specialists Inc.'s participation in a
certain voting agreement described below with respect to the common and
restricted common stock of Merkert, the reporting persons are required to
report on this Form 3. All reporting persons disclaim any beneficial
ownership that may be attributable to them for any purposes whatsoever with
respect to any securities of Merkert.
** None of the reporting persons beneficially own any securities of Merkert
under Rule 16a-1(a)(2) of the Securities Exchange Act of 1934 (the "Act"),
and all such reporting persons disclaim any beneficial ownership that may
be attributable to them for any purposes whatsoever. However, Richmont
Marketing Specialists Inc. ("RMSI") does possess voting power, in certain
instances, with respect to 1,275,823 shares of common stock and 324,510
shares of restricted common stock of Merkert as a result of that certain
Voting Agreement, dated as of April 28, 1999, between RMSI, Monroe &
Company II, LLC, Joseph T. Casey, Glenn F. Gillam, Douglas H. Holstein,
Gerald R. Leonard, Sidney D. Rogers, Jr. and Thomas R. Studer (the "Voting
Agreement"), and as a result, may be deemed a beneficial owner of such
securities under Rule 16a-1(a)(1) of the Act. Specifically, RMSI has been
granted an irrevocable proxy, coupled with an interest, from the following
Merkert Parties to vote their respective shares of common stock and
restricted common stock of Merkert solely in the certain circumstances
described below:
Grantor Shares
Monroe & Company II, LLC 1,073,027 shares of common stock
279,750 shares of restricted common stock
Joseph T. Casey 0 shares of common and restricted
common stock
Glenn F. Gillam 4,325 shares of common stock
Douglas H. Holstein 10,000 shares of common stock
Gerald R. Leonard 181,392 shares of common stock
44,760 shares of restricted common stock
Sidney D. Rogers, Jr. 5,079 shares of common stock
Thomas R. Studer 2,000 shares of common stock
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Form 3 - Richmont Marketing Specialists Inc., MS Acquisition Ltd.,
MSSC Acquisition Corporation, Richmont Capital Partners I,
L.P. and J.R. Investments Corp. filing as 10% holders of the
common stock, traded as "MERK", and the restricted common
stock of Merkert American Corporation, as a result of the
Voting Agreement dated as of April 28, 1999.
Pursuant to the terms of the Voting Agreement, RMSI may vote such
shares of common and restricted stock:
(i) in favor of the merger of RMSI with and into Merkert (the "Merger"),
the execution and delivery of that certain Agreement and Plan of Merger,
dated as of April 28, 1999, by and among Merkert, RMSI, MS Acquisition, Ronald
D. Pedersen, Bruce A. Butler, Gary R. Guffey and Jeffrey A. Watt (the "Merger
Agreement") and the approval of the terms thereof and each of the other
transactions contemplated by the Merger Agreement; and
(ii) against the following actions (other than the Merger and the
transactions contemplated by the Merger Agreement): (1) any extraordinary
corporate transaction, such as a merger, consolidation or other business
combination involving Merkert or any of its subsidiaries; (2) a sale, lease
or transfer of a material amount of assets of Merkert or any of its
subsidiaries or a reorganization, recapitalization, dissolution or
liquidation of Merkert or any of its subsidiaries; (3)(a) any change in the
majority of the board of directors of Merkert or any of its subsidiaries;
(b) any material change in the present capitalization of Merkert or any of
its subsidiaries or any amendment of the Certificate of Incorporation or
similar governing document of Merkert or any of its subsidiaries; (c) any
other material change in the corporate structure or business of Merkert or
any of its subsidiaries; or (d) any other action, which, in the case of
each of the matters referred to in clauses (a), (b), (c) or (d) above, is
intended, or could reasonably be expected, to impede, interfere with,
delay, postpone, discourage or materially adversely affect the contemplated
economic benefits to RMSI of the Merger or the transactions contemplated by
the Merger Agreement or the Voting Agreement.
As RMSI's majority shareholder, MS Acquisition Ltd. also may be
deemed a beneficial owner under Rule 16a-1(a)(1) of the Act. As MS
Acquisition Ltd.s's general partner, MSSC Acquisition Corporation also may
be deemed a beneficial owner under Rule 16a-1(a)(1) of the Act. As MSSC
Acquisition Corporation's sole shareholder, Richmont Capital Partners I,
L.P. also may be deemed a beneficial owner under Rule 16a-1(a)(1) of the
Act. As the managing general partner of Richmont Capital Partners I, L.P.,
J.R. Investments Corp. also may be deemed a beneficial owner under Rule
16a-1(a)(1) of the Act. Other than with respect to their direct or
indirect ownership of the majority of the capital stock of RMSI, as stated
above, MS Acquisition Ltd., MSSC Acquisition Corporation, Richmont Capital
Partners I, L.P. and J.R. Investments Corp. possess no rights, power or
interests in, and are not beneficial owners of, any securities of Merkert.
*** Each share of restricted common stock of Merkert will automatically
convert into common stock on a share for share basis (subject to adjustment
in the event of any reorganization, recapitalization, reclassification,
stock
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Form 3 - Richmont Marketing Specialists Inc., MS Acquisition Ltd.,
MSSC Acquisition Corporation, Richmont Capital Partners I,
L.P. and J.R. Investments Corp. filing as 10% holders of the
common stock, traded as "MERK", and the restricted common
stock of Merkert American Corporation, as a result of the
Voting Agreement dated as of April 28, 1999.
dividend, stock split, reverse stock split or other similar transaction)
upon a disposition of such share of restricted common stock which (i)
occurs after the later to occur of (x) the first day after the second
anniversary of the date of the consummation of Merkert's initial public
offering of common stock (the "Offering") and (y) the first day after the
annual meeting of stockholders to be held in 2000 and (ii) is made to a
party (whether a natural person or an entity) which is not (x) a party (a
"Prior Stockholder") which held shares of Merkert's capital stock prior to
the Offering, (y) a party related to any Prior Stockholder in any matter
described in Section 267(b) or 707(b) of the Internal Revenue Code of 1986,
as amended (the "Internal Revenue Code"), or (z) a party through which
ownership of shares of Merkert's capital stock could be attributed to any
Prior Stockholder under the provisions of Section 318 of the Internal
Revenue Code. Except as provided in the preceding sentence, shares of the
restricted common stock of Merkert will not be converted into shares of
common stock.
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Form 3 - Richmont Marketing Specialists Inc., MS Acquisition Ltd.,
MSSC Acquisition Corporation, Richmont Capital Partners I,
L.P. and J.R. Investments Corp. filing as 10% holders of the
common stock, traded as "MERK", and the restricted common
stock of Merkert American Corporation, as a result of the
Voting Agreement dated as of April 28, 1999.
Additional Reporting Persons
NAME: MS Acquisition Ltd.
ADDRESS: 17855 North Dallas Parkway, Suite 200,
Dallas, Texas 75287
NAME: MSSC Acquisition Corporation
ADDRESS: 17855 North Dallas Parkway, Suite 200,
Dallas, Texas 75287
NAME: Richmont Capital Partners I, L.P.
ADDRESS: 4300 Westgrove, Dallas, Texas 75248
NAME: J.R. Investments Corp.
ADDRESS: 4300 Westgrove, Dallas, Texas 75248
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Form 3 - Richmont Marketing Specialists Inc., MS Acquisition Ltd.,
MSSC Acquisition Corporation, Richmont Capital Partners I,
L.P. and J.R. Investments Corp. filing as 10% holders of the
common stock, traded as "MERK", and the restricted common
stock of Merkert American Corporation, as a result of the
Voting Agreement dated as of April 28, 1999.
RICHMONT MARKETING
SPECIALISTS INC.
By: /s/ Nick Bouras Date: May 7, 1999
-------------------- -----------
Name: Nick Bouras
Title: Vice President
MS ACQUISITION LTD.
By: MSSC Acquisition Corporation,
General Partner
By: /s/ Nick Bouras Date: May 7, 1999
-------------------- -----------
Name: Nick Bouras
Title: Vice President
MSSC ACQUISITION CORPORATION
By: /s/ Nick Bouras Date: May 7, 1999
-------------------- -----------
Name: Nick Bouras
Title: Vice President
RICHMONT CAPITAL PARTNERS I, L.P.
By: J.R. Investments Corp.,
Managing General Partner
By: /s/ Nick Bouras Date: May 7, 1999
-------------------- -----------
Name: Nick Bouras
Title: Vice President
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Form 3 - Richmont Marketing Specialists Inc., MS Acquisition Ltd.,
MSSC Acquisition Corporation, Richmont Capital Partners I,
L.P. and J.R. Investments Corp. filing as 10% holders of the
common stock, traded as "MERK", and the restricted common
stock of Merkert American Corporation, as a result of the
Voting Agreement dated as of April 28, 1999.
J.R. INVESTMENTS CORP.
By: /s/ Nick Bouras Date: May 7, 1999
-------------------- -----------
Name: Nick Bouras
Title: Vice President
_____________________________
INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACTS CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS. SEE 18 U.S.C. 1001 AND 15 U.S.C. 78ff(a).
NOTE: FILE THREE COPIES OF THIS FORM, ONE OF WHICH MUST BE MANUALLY
SIGNED. IF SPACE IS INSUFFICIENT, SEE INSTRUCTION 6 FOR PROCEDURE.
POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION
CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM
DISPLAYS A CURRENTLY VALID OMB NUMBER.
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