<PAGE> 1
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):
OCTOBER 6, 1999
MARKETING SPECIALISTS CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 0-24667 04-341183
(State or other (Commission (IRS employer
jurisdiction of file number) identification no.)
incorporation or
organization)
17855 N. DALLAS PARKWAY, SUITE 200
DALLAS, TEXAS 75287
(Address and zip code of principal executive offices)
Registrant's telephone number, including area code:
(972) 349-6200
-------------------------------------
Merkert American Corporation
490 Turnpike Street
Canton, Massachusetts 02021
(Former name and address)
<PAGE> 2
ITEM 6. RESIGNATION OF REGISTRANT'S DIRECTORS
Effective October 6, 1999, James L. Monroe tendered his resignation as
a member of the board of directors of Registrant. In his resignation, a copy of
which is filed herewith as Exhibit 17.1 and incorporated by this reference, Mr.
Monroe indicated that his reasons for resigning were "that the designees of
Richmont Capital Partners dominate and control the Board of Directors of the
Company" and that Registrant's board "has adopted a program of abrogating and
sacrificing the rights of Monroe & Company, LLC for the benefit of Richmont".
Monroe & Company, LLC, an affiliate of Mr. Monroe, is the plaintiff in pending
litigation against Registrant. Registrant intends to defend it vigorously.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) EXHIBITS
The following Exhibits are filed herewith:
17.1 Letter of Resignation of James L. Monroe dated
October 6, 1999.
[SIGNATURE PAGE FOLLOWS]
2
<PAGE> 3
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MARKETING SPECIALISTS CORPORATION
By: /s/ Gerald R. Leonard
----------------------------------
Gerald R. Leonard
President and Chief Executive
Officer
Date: October 14, 1999
3
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
<S> <C>
17.1 Letter of Resignation of James L. Monroe dated October 6, 1999.
</TABLE>
<PAGE> 1
EXHIBIT 17.1
[MONROE & COMPANY LETTERHEAD]
October 6, 1999
VIA FACSIMILE AND
FIRST-CLASS MAIL
CONFIDENTIAL
Nancy K. Jagielski, Esq.
General Counsel
Marketing Specialists Corporation
17855 Dallas Parkway
Suite #200
Dallas, TX 75287
Dear Ms. Jagielski:
I wish to acknowledge receipt of your letter dated October 5, 1999.
Please be advised that in response to the requests contained in your letter: (i)
I am canceling the trip to Europe that was to begin on Friday, October 8, 1999;
and (ii) I will take no further action of any kind for or on behalf of Marketing
Specialists Corporation (the "Company"), including the incurring of any
expenses, until authorized or directed by Ronald D. Pedersen or Gerald R.
Leonard to do so. The cancellation of the trip and my forbearance from taking
further action are, of course, without prejudice to the rights of Monroe &
Company, LLC under its August 18, 1999 Advisory Agreement with the Company.
The directions and requests contained in your letter clearly
demonstrate that the designees of Richmont Capital Partners dominate and control
the Board of Directors of the Company. That letter -- and the misstatements and
misrepresentations of the Company's agents made in opposing the legitimate
interests of Monroe & Company, LLC -- also demonstrate that the Board has
adopted a program of abrogating and sacrificing the rights of Monroe & Company
LLC for the benefit of Richmont. I am, for these reasons, compelled to resign as
a Director of the Company, effective immediately, I request that my resignation
be disclosed pursuant to Item 6 of Form 8-K.
Very truly yours,
/s/ JAMES L. MONROE
James L. Monroe
cc: Board of Directors
Mr. Sidney D. Rogers, Jr.
Paul Bork, Esq.
