SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
AMENDMENT NO. 7
MARKETING SPECIALISTS CORPORATION f/k/a
MERKERT AMERICAN CORPORATION
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(Name of Issuer)
Common Stock,
Par Value $.01 Per Share
-----------------------------------------------------------
(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)
November 1, 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
24,326,129
NUMBER OF SHARES ---------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY
EACH 3,485,972
REPORTING ---------------------------------
PERSON WITH (9) SOLE DISPOSITIVE POWER
24,326,129
---------------------------------
(10) SHARED DISPOSITIVE POWER
None
-----------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
27,812,101
-----------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES ( )
-----------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
80.3%
-----------------------------------------------------------------
(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
-----------------------------------------------------------------
(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
24,326,129
NUMBER OF SHARES ---------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY
EACH 3,485,972
REPORTING ---------------------------------
PERSON WITH (9) SOLE DISPOSITIVE POWER
24,326,129
---------------------------------
(10) SHARED DISPOSITIVE POWER
None
-----------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
27,812,101
-----------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES ( )
-----------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
80.3%
-----------------------------------------------------------------
(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)
-----------------------------------------------------------------
(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
24,326,129
NUMBER OF SHARES --------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY
EACH 3,485,972
REPORTING --------------------------------
PERSON WITH (9) SOLE DISPOSITIVE POWER
24,326,129
--------------------------------
(10) SHARED DISPOSITIVE POWER
None
-----------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
27,812,101
-----------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES ( )
-----------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
80.3%
-----------------------------------------------------------------
(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.
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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
24,326,129
NUMBER OF SHARES ---------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY
EACH 3,485,972
REPORTING ---------------------------------
PERSON WITH (9) SOLE DISPOSITIVE POWER
24,326,129
---------------------------------
(10) SHARED DISPOSITIVE POWER
None
-----------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
27,812,101
-----------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES ( )
-----------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
80.3%
-----------------------------------------------------------------
(14) TYPE OF REPORTING PERSON
CO
-----------------------------------------------------------------
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
24,326,129
NUMBER OF SHARES --------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY
EACH 3,485,972
REPORTING --------------------------------
PERSON WITH (9) SOLE DISPOSITIVE POWER
24,326,129
---------------------------------
(10) SHARED DISPOSITIVE POWER
None
-----------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
27,812,101
-----------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES ( )
-----------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
80.3%
-----------------------------------------------------------------
(14) TYPE OF REPORTING PERSON
IN
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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
24,326,129
NUMBER OF SHARES --------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY
EACH 3,485,972
REPORTING --------------------------------
PERSON WITH (9) SOLE DISPOSITIVE POWER
24,326,129
--------------------------------
(10) SHARED DISPOSITIVE POWER
None
-----------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
27,812,101
-----------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES ( )
-----------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
80.3%
-----------------------------------------------------------------
(14) TYPE OF REPORTING PERSON
IN
----------------------------------------------------------------
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
24,326,129
NUMBER OF SHARES ---------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY
EACH 3,485,972
REPORTING --------------------------------
PERSON WITH (9) SOLE DISPOSITIVE POWER
24,326,129
--------------------------------
(10) SHARED DISPOSITIVE POWER
None
-----------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
27,812,101
-----------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES ( )
-----------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
80.3%
-----------------------------------------------------------------
(14) TYPE OF REPORTING PERSON
IN
-----------------------------------------------------------------
This Amendment No. 7 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, as further
amended by Amendment No. 4 on June 7, 2000, as further amended by Amendment
No.5 on June 23, 2000, and as further amended by Amendment No.6 on August
8, 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 Series B 8.0% Convertible Paid-in-Kind
Preferred Stock purchased by MS Acquisition on November 1, 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. 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 be
determined as follows and thereafter shall be subject to adjustment from
time to time pursuant to the terms of the Certificate of Designation:
a. if by April 30, 2001, a tender offer is commenced by a
holder of the Preferred Stock to purchase all the
outstanding shares of the Company and all the outstanding
shares of Company Common Stock are purchased pursuant to
such offer, then the conversion price per share of Preferred
Stock shall be equal to the greater of (A) the price per
share of Common Stock paid in such tender offer, or (B)$1.46
per share; or
b. in all other events, the conversion price shall be equal to
$1.46 per share of 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 November 1, 2000, by and among MS Acquisition and
the Company (the "Preferred Stock Purchase Agreement"), MS Acquisition
purchased 12,397 shares of Preferred Stock of the Company at a price of
$1,000 per share, for an aggregate purchase price of $12,397,000.
The funds used by MS Acquisition in its acquisition of shares were
drawn from the working capital of MS Acquisition, from funds held for
investment and by the exchange of certain amounts owed by the Company to MS
Acquisition.
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 12,397 shares of Preferred
Stock at a price of $1,000 per share, for an aggregate purchase price of
$12,397,000.
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 on June 2, 2000, RCPI and
certain investors have proposed to acquire the remaining outstanding shares
of Common Stock of the Company. Due to the increase in the number of
Company shares outstanding from 20.7 million on June 2, 2000 to 34.6
million as of the date hereof (assuming conversion of the Preferred Stock
at $1.46 per share), RCPI's proposal reflects a price per share of $1.46,
which reflects an equity value of the Company of approximately $50 million,
which is the same equity value upon which RCPI's June proposal was based.
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 at the
conversion price of $1.46 per share, is 27,812,101. This constitutes
approximately 80.3% of the 34,633,682 shares of such Common Stock which
would be outstanding (assuming conversion of all the Preferred Stock held
by MS Acquisition at the conversion price of $1.46 per share) as of
November 1, 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, 27,812,101 shares of Common Stock. This
constitutes approximately 80.3% of the 34,633,682 shares of such Common
Stock which would be outstanding (assuming conversion of all the Preferred
Stock held by the Item 2 Persons at the conversion price of $1.46 per
share) as of November 1, 2000.
(b)
MS Acquisition
Assuming conversion of the Preferred Stock into Common Stock at the
conversion price of $1.46 per share, 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, 24,326,129 shares of Common Stock. This
constitutes approximately 70.2% of the 34,633,682 shares of such Common
Stock which would be outstanding (assuming conversion of all the Preferred
Stock held by the MS Acquisition at the conversion price of $1.46 per
share) as of November 1, 2000.
MS Acquisition possesses the shared power to vote or direct the
vote of 3,485,972 shares of Common Stock. This constitutes approximately
10.0% of the 34,633,682 shares of such Common Stock which would be
outstanding (assuming conversion of all the Preferred Stock held by the MS
Acquisition at the conversion price of $1.46 per share) as of November 1,
2000.
However, MS Acquisition (including all other Item 2 Persons)
disclaims 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 at the conversion price of $1.46 per share, 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 24,326,129 shares of
Common Stock. This constitutes approximately 70.2% of the 34,633,682 share
of such Common Stock which would be outstanding (assuming conversion of all
the Preferred Stock held by the Item 2 Persons at the conversion price of
$1.46 per share) as of November 1, 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 10.0% of the 34,633,682 shares of such Common
Stock which would be outstanding (assuming conversion of all the Preferred
Stock held by the MS Acquisition at the conversion price of $1.46 per
share) as of November 1, 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)
With the exception of the transactions reported under this
Amendment, there have been no transaction in the securities of the Company
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 XIII - - Preferred Stock Purchase Agreement, dated as of June 23,
2000, by and between Marketing Specialists Corporation
and MS Acquisition Limited.
Exhibit XIV - - Preferred Stock Purchase Agreement, dated as of August 8,
2000 by and between marketing Specialists Corporation and
MS Acquisition Limited.
Exhibit XV - - Certificate of Designation of the Powers, Preferences and
Relative, Participating, Optional and Other Special
Rights of Series B 8.0% Convertible Paid-In-Kind
Preferred Stock and Qualification, Limitations and
Restrictions thereof, dated November 1, 2000.*
Exhibit XVI - - Preferred Stock Purchase Agreement, dated as of November
1, 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: November 1, 2000 MS ACQUISITION LTD.
By: MSSC Acquisition Corporation,
General Partner
By: /s/ Timothy M. Byrd
----------------------------
Name: Timothy M. Byrd
Title: Chief Financial Officer
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 XIII - Preferred Stock Purchase Agreement, dated as of June 23,
2000, by and between Marketing Specialists Corporation and
MS Acquisition Limited.
Exhibit XIV - Preferred Stock Purchase Agreement, dated as of August 8,
2000 by and between marketing Specialists Corporation and
MS Acquisition Limited.
Exhibit XV - Certificate of Designation of the Powers, Preferences and
Relative, Participating, Optional and Other Special Rights
of Series B 8.0% Convertible Paid-In-Kind Preferred Stock
and Qualification, Limitations and Restrictions thereof,
dated November 1, 2000.*
Exhibit XVI - Preferred Stock Purchase Agreement, dated as of November
1, 2000 by and between marketing Specialists Corporation
and MS Acquisition Limited.*
*Filed with this Amendment
