SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
AMENDMENT NO. 5
MARKETING SPECIALISTS CORPORATION f/k/a
MERKERT AMERICAN CORPORATION
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(Name of Issuer)
Common Stock,
Par Value $.01 Per Share
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(Title of Class and Securities)
590080107
-----------------------------------------------------------
(CUSIP Number of Class of Securities)
Nick G. Bouras
MS Acquisition Ltd.
17855 North Dallas Parkway
Suite 200
Dallas, Texas 75287
(972)860-7520
Copy to:
Eileen T. Nugent, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
(212) 735-3000
-------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
June 23, 2000
-------------------------------------------------------------
(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
Statement because of Rule 13d-1(b)(3) or (4), check the
following: ( )
Check the following box if a fee is being paid with this
Statement: ( )
SCHEDULE 13D
CUSIP No. 590080107
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(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
MS Acquisition Ltd.
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) (X)
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(3) SEC USE ONLY
-----------------------------------------------------------------
(4) SOURCE OF FUNDS
WC
-----------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ( )
------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
-----------------------------------------------------------------
(7) SOLE VOTING POWER
12,881,888
NUMBER OF SHARES ---------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY
EACH 3,485,972
REPORTING ---------------------------------
PERSON WITH (9) SOLE DISPOSITIVE POWER
12,881,888
-----------------------------------
(10) SHARED DISPOSITIVE POWER
None
-----------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,367,860
-----------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES ( )
-----------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
71.7%
-----------------------------------------------------------------
(14) TYPE OF REPORTING PERSON
PN
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SCHEDULE 13D
CUSIP No. 590080107
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(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
MSSC Acquisition Corporation
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) (X)
-----------------------------------------------------------------
(3) SEC USE ONLY
-----------------------------------------------------------------
(4) SOURCE OF FUNDS
OO
-----------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ( )
------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
-----------------------------------------------------------------
(7) SOLE VOTING POWER
12,881,888
NUMBER OF SHARES ---------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY
EACH 3,485,972
REPORTING ---------------------------------
PERSON WITH (9) SOLE DISPOSITIVE POWER
12,881,888
-----------------------------------
(10) SHARED DISPOSITIVE POWER
None
-----------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,367,860
-----------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES ( )
-----------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
71.7%
-----------------------------------------------------------------
(14) TYPE OF REPORTING PERSON
CO
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SCHEDULE 13D
CUSIP No. 590080107
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(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Richmont Capital Partners I, L.P.
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) (X)
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(3) SEC USE ONLY
------------------------------------------------------------------
(4) SOURCE OF FUNDS
OO
------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ( )
------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
------------------------------------------------------------------
(7) SOLE VOTING POWER
12,881,888
NUMBER OF SHARES ----------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY
EACH 3,485,972
REPORTING ----------------------------------
PERSON WITH (9) SOLE DISPOSITIVE POWER
12,881,888
-----------------------------------
(10) SHARED DISPOSITIVE POWER
None
-----------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,367,860
-----------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES ( )
-----------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
71.7%
-----------------------------------------------------------------
(14) TYPE OF REPORTING PERSON
PN
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SCHEDULE 13D
CUSIP No. 590080107
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(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
J.R. Investments Corp.
-----------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) (X)
-----------------------------------------------------------------
(3) SEC USE ONLY
-----------------------------------------------------------------
(4) SOURCE OF FUNDS
OO
-----------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ( )
------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
-----------------------------------------------------------------
(7) SOLE VOTING POWER
12,881,888
NUMBER OF SHARES ---------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY
EACH 3,485,972
REPORTING ---------------------------------
PERSON WITH (9) SOLE DISPOSITIVE POWER
12,881,888
---------------------------------
(10) SHARED DISPOSITIVE POWER
None
-----------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,367,860
-----------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES ( )
-----------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
71.7%
-----------------------------------------------------------------
(14) TYPE OF REPORTING PERSON
CO
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SCHEDULE 13D
CUSIP No. 590080107
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(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
John P. Rochon
-----------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) (X)
-----------------------------------------------------------------
(3) SEC USE ONLY
-----------------------------------------------------------------
(4) SOURCE OF FUNDS
OO
-----------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ( )
------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
-----------------------------------------------------------------
(7) SOLE VOTING POWER
12,881,888
NUMBER OF SHARES --------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY
EACH 3,485,972
REPORTING ---------------------------------
PERSON WITH (9) SOLE DISPOSITIVE POWER
12,881,888
----------------------------------
(10) SHARED DISPOSITIVE POWER
None
-----------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,367,860
-----------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES ( )
-----------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
71.7%
-----------------------------------------------------------------
(14) TYPE OF REPORTING PERSON
IN
SCHEDULE 13D
CUSIP No. 590080107
-----------------------------------------------------------------
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Nick G. Bouras
-----------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) (X)
-----------------------------------------------------------------
(3) SEC USE ONLY
-----------------------------------------------------------------
(4) SOURCE OF FUNDS
OO
-----------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ( )
------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
-----------------------------------------------------------------
(7) SOLE VOTING POWER
12,881,888
NUMBER OF SHARES --------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY
EACH 3,485,972
REPORTING ---------------------------------
PERSON WITH (9) SOLE DISPOSITIVE POWER
12,881,888
-----------------------------------
(10) SHARED DISPOSITIVE POWER
None
-----------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,367,860
-----------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES ( )
-----------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
71.7%
-----------------------------------------------------------------
(14) TYPE OF REPORTING PERSON
IN
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SCHEDULE 13D
CUSIP No. 590080107
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(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Timothy M. Byrd
-----------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) (X)
-----------------------------------------------------------------
(3) SEC USE ONLY
-----------------------------------------------------------------
(4) SOURCE OF FUNDS
OO
-----------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ( )
------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
------------------------------------------------------------------
(7) SOLE VOTING POWER
12,881,888
NUMBER OF SHARES ----------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY
EACH 3,485,972
REPORTING ----------------------------------
PERSON WITH (9) SOLE DISPOSITIVE POWER
12,881,888
----------------------------------
(10) SHARED DISPOSITIVE POWER
None
-----------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,367,860
-----------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES ( )
-----------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
71.7%
-----------------------------------------------------------------
(14) TYPE OF REPORTING PERSON
IN
This Amendment No. 5 to Schedule 13D (this "Amendment") is being
filed pursuant to Rule 13d-2 of the Rules and Regulations under the
Securities Exchange Act of 1934, as amended (the "Act") by MS Acquisition
Ltd., a Texas limited partnership ("MS Acquisition"), MSSC Acquisition
Corporation, a Delaware corporation ("MSSC"), Richmont Capital Partners I,
L.P., a Delaware limited partnership ("RCPI"), J.R. Investments Corp., a
Delaware corporation ("JRIC"), John P. Rochon, a citizen of the State of
Texas ("Rochon"), Nick G. Bouras, a citizen of the State of Texas
("Bouras"), and Timothy M. Byrd, a citizen of the State of Texas ("Byrd"),
with respect to the common stock, par value $.01 per share (the "Common
Stock"), of Marketing Specialists Corporation, formerly known as Merkert
American Corporation, a Delaware corporation (the "Company"). This
Amendment amends the Schedule 13D filed by MS Acquisition, MSSC, RCPI, JRIC
and Richmont Marketing Specialists Inc. on May 7, 1999, as amended and
restated by Amendment No. 1 thereto filed on August 18, 1999, as further
amended by Amendment No. 2 thereto filed on January 7, 2000, as further
amended by Amendment No. 3 thereto filed on April 3, 2000, and as further
amended by Amendment No. 4 on June 7, 2000.
The Schedule 13D previously filed is hereby amended by the
addition of the following information:
Item 1. Security and the Issuer.
This Schedule 13D relates to the Common Stock of the Company
issuable upon conversion of the 8.0% Convertible Paid-in-Kind Preferred
Stock purchased by MS Acquisition on June 23, 2000 (the "Preferred Stock").
The address of the principal executive office of the Company is 17855 North
Dallas Parkway, Suite 2000, Dallas, Texas 75287.
Conversion Rights
Each share of Preferred Stock shall be convertible at any time, or
from time to time, unless previously redeemed by the Company, at the option
of the holder thereof, into such number of shares of Common Stock as
described below; provided, however, that a holder of Preferred Stock may
not convert its shares of Preferred Stock into shares of Common Stock prior
to the later of the expiration or termination of any waiting period (and
any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended. The number of shares of Common Stock issuable upon
conversion of each share of Preferred Stock shall be equal to the result
obtained by dividing (a) $1,000 by (b) the conversion price then in effect
and (c) in the case of any fraction of a share of Preferred Stock, by
multiplying such result by such fraction. The Conversion Price shall
initially mean $1.5238 per share of Preferred Stock and thereafter shall be
subject to adjustment from time to time pursuant to the terms of the
Certificate of Designation of the Preferred Stock.
Item 3. Source and Amount of Funds or Other Consideration
Acquisitions of Beneficial Ownership
The Preferred Stock Purchase Agreement
Pursuant to the terms of that certain Preferred Stock Purchase
Agreement, dated as of June 23, 2000, by and among MS Acquisition and the
Company (the "Preferred Stock Purchase Agreement"), MS Acquisition
purchased 5,000 shares of Preferred Stock of the Company at a price of
$1,000 per share, for an aggregate purchase price of $5,000,000.
The funds used by MS Acquisition in its acquisition of shares were
drawn from the working capital of MS Acquisition and from funds held for
investment.
Item 4. Purpose of Transactions.
The Preferred Stock Purchase Agreement
The Preferred Stock Purchase Agreement was entered into between
the Company and MS Acquisition in order to provide an additional source of
capital for the Company's ongoing operations, and to enhance the Company's
short-term and long-term liquidity.
Pursuant to the Preferred Stock Purchase Agreement, MS Acquisition
agreed to acquire directly from the Company 5,000 shares of Preferred Stock
at a price of $1,000 per share, for an aggregate purchase price of
$5,000,000.
The Item 2 Persons may buy or sell additional shares of Preferred
Stock or Common Stock in the open market on such terms and at such times as
the Item 2 Persons consider desirable. Any decision by the Item 2 Persons
to increase, decrease or dispose of their position in the Company would be
based upon factors, including but not limited to, the business of the
Company, the price of the shares of the Preferred Stock or Common Stock,
the terms and conditions of the transaction and prevailing market
conditions.
As previously disclosed on Schedule 13D, pursuant to the terms of
a letter sent to the Company's board of directors, RCPI and certain
investors have proposed to acquire the remaining outstanding shares of
Common Stock of the Company at a price of $2.50 per share.
Item 5. Interest in the Securities of the Issuer.
(a)
MS Acquisition
The aggregate number of shares of the Common Stock which MS
Acquisition may be deemed beneficially to own under Rule 13d-3 of the Act,
assuming conversion of the Preferred Stock into Common Stock, is
16,367,860. This constitutes approximately 72% of the 22,853,743 shares of
such Common Stock which would be outstanding (assuming conversion) as of
June 23, 2000.
All Other Item 2 Persons
Because of their direct or indirect ownership interests in, or
control of, MS Acquisition, all other Item 2 Persons may be deemed
beneficially to own under Rule 13d-3 of the Act, assuming conversion of the
Preferred Stock into Common Stock, 16,367,860 shares of Common Stock. This
constitutes approximately 72% of the 22,853,743 shares of such Common Stock
which would be outstanding (assuming conversion) as of June 23, 2000.
(b)
MS Acquisition
Assuming conversion of the Preferred Stock into Common Stock, MS
Acquisition possesses the sole power to vote or direct the vote of, and the
sole power to dispose of or direct the disposition of, 12,881,888 shares of
Common Stock. This constitutes approximately 56% of the 22,853,743 shares
of such Common Stock which would be outstanding (assuming conversion) as of
June 23, 2000.
Assuming conversion of the Preferred Stock into Common Stock, MS
Acquisition possesses the shared power to vote or direct the vote of
3,485,972 shares of Common Stock. This constitutes approximately 15% of the
22,853,743 shares of such Common Stock which would be outstanding (assuming
conversion) as of June 23, 2000.
However, MS Acquisition (including all other Item 2 Persons)
disclaim beneficial ownership of the 3,485,972 shares of Common Stock which
are subject to the Post-Merger Voting Agreement (as previously reported and
described in Amendment No. 2 of Schedule 13D).
All Other Item 2 Persons
Because of their direct or indirect ownership interests in, or
control of, MS Acquisition, assuming conversion of the Preferred Stock into
Common Stock, all other Item 2 Persons possess the sole power to vote or
direct the vote of, and the sole power to dispose of or direct the
disposition of 12,881,888 shares of Common Stock. This constitutes
approximately 56% of the 22,853,743 shares of such Common Stock which would
be outstanding (assuming conversion) as of June 23, 2000.
Because of their direct or indirect ownership interests in, or
control of, MS Acquisition, all other Item 2 Persons possess the shared
power to vote or direct the vote of 3,485,972 shares of Common Stock. This
constitutes approximately 15% of the 22,853,743 shares of such Common Stock
which would be outstanding (assuming conversion) as of June 23, 2000.
However, all such Item 2 Persons (including MS Acquisition)
disclaim beneficial ownership of the 3,485,972 shares of Common Stock which
are subject to the Post-Merger Voting Agreement (as previously reported and
described in Amendment No. 2 of Schedule 13D).
Other than with respect to the rights created under the
Post-Merger Voting Agreement, the Item 2 Persons possess no powers, rights
or privileges with respect to such 3,485,972 shares of Common Stock. All
other powers, rights and privileges with respect to such shares of Common
Stock (including the right to vote on all matters unrelated to the election
of directors and the right to receive and the power to direct the receipt
of dividends from, and the proceeds from the sale of, such securities)
remain with the record owners of such shares of Common Stock.
(c) As described in Items 3 and 4 of this Amendment, MS
Acquisition entered into the Preferred Stock Purchase Agreement with the
Company on June 23, 2000. Pursuant to the Preferred Stock Purchase
Agreement, MS Acquisition purchased 5,000 shares of Preferred Stock at a
price of $1,000 per share. This transaction was consummated within the last
sixty (60) days.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
As previously disclosed on Schedule 13D, MS Acquisition is a party
to that certain Registration Rights Agreement, dated as of August 18, 1999
(the "Registration Rights Agreement"), by and among the Company and MS
Acquisition, Ronald D. Pedersen, Bruce A. Butler, Gary R. Guffey and
Jeffrey A. Watt (collectively, the "Former RMSI Shareholders"). Under the
terms of the Registration Rights Agreement, MS Acquisition and the other
Former RMSI Shareholders are granted certain demand and piggyback
registration rights in respect of the Common Stock of the Company held by
such parties. The Common Stock issuable upon conversion of the Preferred
Stock purchased by MS Acquisition pursuant to the Preferred Stock Purchase
Agreement is covered by the terms of the Registration Rights Agreement.
Item 7. Material Filed as Exhibits.
Exhibit I - - Joint Filing Agreement among RMSI, MS
Acquisition, MSSC, RCPI and JRIC.
Exhibit II - - 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.
Exhibit III - - Agreement and Plan of Merger, dated as of April
28, 1999, by and among the Company, RMSI, MS
Acquisition, Ronald D. Pedersen, Bruce A.
Butler, Gary R. Guffey and Jeffrey A. Watt.
Exhibit IV - - Form of Certificate of Merger and Exhibit A to
Certificate of Merger.
Exhibit V - - Post-Merger Voting Agreement, by and among MS
Acquisition, Ronald D. Pedersen, Bruce A.
Butler, Gary R. Guffey, Jeffrey A. Watt, Monroe
& Company, LLC and JLM Management Company, LLC.
Exhibit VI - - Registration Rights Agreement, dated as of
August 18, 1999, by and among Merkert American
Corporation, MS Acquisition Limited, Ronald D.
Pedersen, Bruce A. Butler, Gary R. Guffey and
Jeffrey A. Watt.
Exhibit VII - - Joint Filing Agreement among MS Acquisition,
MSSC, RCPI, JRIC, Rochon, Bouras and Byrd.
Exhibit VIII - - Common Stock Purchase Agreement, dated as of
January 7, 2000, by and between Marketing
Specialists Corporation and MS Acquisition
Limited.
Exhibit IX - - Common Stock Purchase Agreement, dated as of
March 30, 2000, by and between Marketing
Specialists Corporation and MS Acquisition
Limited.
Exhibit X - - Stockholders Agreement, dated as of March 30,
2000, by and among Marketing Specialists
Corporation, First Union Investors, Inc. and MS
Acquisition Limited.
Exhibit XI - - Letter, dated as of June 7, 2000, from Richmont
Capital Partners I, L.P. to the board of
directors of Marketing Specialists Corporation.
Exhibit XII - - Certificate of Designation of the Powers,
Preferences and Relative, Participating,
Optional and Other Special Rights of 8.0%
Convertible Paid-In-Kind Preferred Stock and
Qualification, Limitations and Restrictions
thereof, dated June 22, 2000.*
Exhibit XII - - Preferred Stock Purchase Agreement, dated as of
June 23, 2000, by and between Marketing
Specialists Corporation and MS Acquisition
Limited.*
* Filed with this Amendment.
SIGNATURE
After reasonable inquiry and to the best of our knowledge and
belief, we certify that the information set forth in this statement is
true, complete and correct.
Dated: June 23, 2000 MS ACQUISITION LTD.
By: MSSC Acquisition Corporation,
General Partner
By: /s/ Nick G. Bouras
------------------------
Name: Nick G. Bouras
Title: Vice President
EXHIBIT INDEX
Exhibit I - Joint Filing Agreement among RMSI, MS Acquisition,
MSSC, RCPI and JRIC
Exhibit II - 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
Exhibit III - Agreement and Plan of Merger, dated as of April 28,
1999, by and among the Company, RMSI, MS Acquisition,
Ronald D. Pedersen, Bruce A. Butler, Gary R. Guffey and
Jeffrey A. Watt
Exhibit IV - Form of Certificate of Merger and Exhibit A to
Certificate of Merger
Exhibit V - Post-Merger Voting Agreement, by and among MS
Acquisition, Ronald D. Pedersen, Bruce A. Butler, Gary
R. Guffey, Jeffrey A. Watt, Monroe & Company, LLC and
JLM Management Company, LLC
Exhibit VI - Registration Rights Agreement, dated as of August 18,
1999, by and among Merkert American Corporation, MS
Acquisition Limited, Ronald D. Pedersen, Bruce A.
Butler, Gary R. Guffey and Jeffrey A. Watt.
Exhibit VII - Joint Filing Agreement among MS Acquisition, MSSC, RCPI,
JRIC, Rochon, Bouras and Byrd.
Exhibit VIII - Common Stock Purchase Agreement, dated as of January 7,
2000, by and between Marketing Specialists Corporation and
MS Acquisition Limited.
Exhibit IX - Common Stock Purchase Agreement, dated as of March 30,
2000, by and between Marketing Specialists Corporation
and MS Acquisition Limited.
Exhibit X - Stockholders Agreement, dated as of March 30, 2000, by and
among Marketing Specialists Corporation, First Union
Investors, Inc. and MS Acquisition Limited.
Exhibit XI - Letter, dated as of June 7, 2000, from Richmont Capital
Partners I, L.P. to the board of directors of Marketing
Specialists Corporation.
Exhibit XII - Certificate of Designation of the Powers, Preferences and
Relative, Participating, Optional and Other Special Rights
of 8.0% Convertible Paid-In-Kind Preferred Stock and
Qualification, Limitations and Restrictions
thereof, dated June 22, 2000.*
Exhibit XII - Preferred Stock Purchase Agreement, dated as of June 23,
2000, by and between Marketing Specialists Corporation and
MS Acquisition Limited.*
*Filed with this Amendment
