<PAGE>
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
AUGUST 9, 1999
(Date of Report)
Date of earliest event reported: August 6, 1999
MERKERT AMERICAN CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
0-24667 04-3411833
(Commission File Number) (I.R.S. Employer Identification No.)
490 TURNPIKE STREET
CANTON, MA 02021
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(781) 828-4800
<PAGE>
ITEM 5. OTHER EVENTS.
On August 6, 1999, Merkert American issued a press release announcing financial
information regarding its second quarter results which is attached as
Exhibit 99.1 and incorporated by reference herein.
2
<PAGE>
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Business Acquired: Not Applicable
(b) Pro Forma Financial Information: Not Applicable
(c) Exhibits:
99.1 Press Release
3
<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 hereunto duly authorized.
Date: August 6, 1999 MERKERT AMERICAN CORPORATION
By: /s/ Gerald R. Leonard
------------------------------------
Gerald R. Leonard
Chief Executive Officer and President
4
<PAGE>
EXHIBIT INDEX
-------------
Exhibit
- -------
99.1 Press Release
<PAGE>
Exhibit 99.1
MERKERT AMERICAN CORPORATION ANNOUNCES PRELIMINARY RESULTS
----------------------------------------------------------
FOR SECOND QUARTER ENDED JUNE 30, 1999
CANTON, MA (AUGUST 6, 1999) - Merkert American Corporation (Nasdaq/NMS:MERK),
a leading provider of outsourced sales and marketing services to manufacturers,
suppliers and producers of food products and consumer goods--and the only
publicly-traded food broker in the United States--reported today it expects
second quarter earnings in 1999 to be below its combined predecessor second
quarter results in 1998 mainly due to a decrease in revenues from $52.1 million
in the 1998 second quarter to approximately $50.5 million in the 1999 second
quarter. Excluding the impact of revenues contributed by acquisitions made
during 1999, revenues decreased from $52.1 million in the second quarter of 1998
to approximately $47.0 million in the second quarter of 1999. Private label and
other sales increased slightly from $9.1 million in the second quarter of 1998
to approximately $9.3 million in the second quarter of 1999.
"The decrease in brokerage commissions is mainly due to lost manufacturer
representation resulting from product conflicts created by the Company's planned
merger with Richmont Marketing Specialists, Inc. ("Richmont"), which the Company
expects to complete in the third quarter, and the continuing consolidation of
manufacturer representation by food brokers and other factors. The Company's
operations overlap with Richmont's in the southeastern region of the United
States," stated Gerald Leonard, Chairman and Chief Executive Officer of Merkert
American.
"The pending merger with Richmont, together with the acquisition of The Sales
Force Companies, Inc. ("Sales Force"), which we have under letter of intent,
will provide us with complete coverage of the United States. After consummation
of the Sales Force and Richmont transactions we will be a national food broker
implementing a unified corporate strategy. We are confident with the progress we
are making with Richmont to develop a comprehensive integration plan to address
these strategic opportunities. This corporate leadership aligned with local-
market expertise best positions us in our industry to effectively execute
manufacturers' sales, marketing and merchandising plans within a complex and
dynamic retailing environment."
"We are pursuing national business from manufacturers with this national
platform and intend to replace and grow business lost--with new national and
retailer specific contracts," continued Leonard.
Operating expenses, excluding depreciation and amortization, for the second
quarter of 1999 are estimated to be approximately $50.5 million versus $50.0
million the first quarter of 1999. Earnings before Interest, Taxes, Depreciation
and Amortization ("EBITDA") are expected to be approximately $0.0 to $0.1
million in the second quarter. While the second quarter results will reflect
Selling, General and Administrative expenses attributable to activities
associated with the planned merger with Richmont, the expected restructuring
charges associated with the planned merger will not be recorded until after the
close of the merger. Prior to the consummation of the pending merger with
Richmont, the Company cannot fully realize its planned operational efficiencies.
***
As a result of the decrease in operating income in the second quarter, the
Company is in default of several of its financial covenants under the terms of
its senior secured credit facility with First Union National Bank. The Company
expects to obtain a waiver for non-compliance in conjunction
1
<PAGE>
with the pending merger with Richmont and corresponding refinancing of the
senior secured credit facility. The consummation of the merger with Richmont and
the acquisition of Sales Force are subject to customary conditions, and there is
no guarantee that either transaction will be consummated.
***
Management will release its 1999 second quarter results on August 13, 1999 and
will hold an investor conference call to discuss those results as well as its
progress related to the planned merger with Richmont.
***
Merkert American, based in Canton, Massachusetts, provides outsourced sales,
marketing and merchandising services to manufacturers of food and other consumer
products. Merkert American is one of the five largest food brokers in the United
States and the only food broker with comprehensive coverage of the eastern
United States. The Company represents more than 750 manufacturers and 70,000
food and non-food stock-keeping units, and does business with key retailers in
25 states.
This press release contains forward-looking statements within the meaning of
Section 27a of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Reliance should not be placed on
forward-looking statements because they involve unknown risks, uncertainties and
other factors, which are, in some cases, beyond the control of Merkert American.
Actual events, performance and results could differ materially from the
anticipated events, performance or results expressed or implied by such forward-
looking statements. The factors which may cause such differences include, among
other things, Merkert American's ability to consummate any of the transactions
contemplated by the letters of intent to which Merkert American is a party;
Merkert American's ability to successfully integrate any future and past
acquisitions; the stockholder vote or other conditions relating to the Richmont
merger; principal realignment as a result of the proposed merger, the
competitive environment; and general economic conditions. For further
information, please refer to the Company's filings with the Securities and
Exchange Commission.
2
