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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):
JANUARY 27, 2000
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
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Merkert American Corporation
490 Turnpike Street
Canton, Massachusetts 02021
(Former name and address)
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ITEM 5. OTHER EVENTS
On January 27, 2000, Marketing Specialists Sales Company, a Texas
corporation and wholly-owned subsidiary of the Registrant, acquired the assets
of Johnson-Lieber, Inc. On January 28, 2000, the Registrant issued a press
release announcing this acquisition. A copy of this press release is filed as
Exhibit 99.1 hereto.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) EXHIBITS
The following Exhibits are filed herewith:
99.1 Press Release issued by the Registrant on January 28, 2000
regarding the acquisition of the assets of Johnson-Lieber,
Inc.
[SIGNATURE PAGE FOLLOWS]
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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/ TIMOTHY M. BYRD
-------------------------------------
Timothy M. Byrd
Chief Financial Officer
Date: February 1, 2000
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- -----------
<S> <C>
99.1* Press Release issued by the Registrant on January 28, 2000
regarding the acquisition of the assets of Johnson-Lieber, Inc.
</TABLE>
* filed herewith
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EXHIBIT 99.1
NEWS BULLETIN RE: MARKETING SPECIALISTS
FROM: 17855 NORTH DALLAS PARKWAY
THE FINANCIAL RELATIONS BOARD DALLAS, TX 75287
BSMG WORLDWIDE (NASDAQ/NMS: MKSP)
- --------------------------------------------------------------------------------
FOR FURTHER INFORMATION:
AT THE COMPANY AT THE FINANCIAL BOARD
Gerald Leonard, President & Analyst Info: Michelle Cicoria
CHIEF EXECUTIVE OFFICER (617) 369-9243
(781) 828-4800 General Info: Paula Schwartz
Timothy M. Byrd, Chief Financial Officer Media Info: Judith Sylk Siegel
(972) 860-7530 (212) 661-8030
Randall Oxford, Media Relations
972-349-6580
FOR IMMEDIATE RELEASE
January 28, 2000
MARKETING SPECIALISTS CLOSES ACQUISITION OF JOHNSON-LEIBER
Company Expands Operations in Pacific Northwest
DALLAS, TX... JANUARY 28, 2000 - Marketing Specialists Corporation
(Nasdaq/NMS:MKSP), one of the nation's leading food brokers, today announced the
closing of its acquisition of Johnson-Leiber representing an expansion by the
company of its existing operations in the Pacific Northwest. The transaction has
a current value of approximately $8.5 million, of which approximately $3.0
million is in cash ($1.0 million paid at closing, $1.0 million to be paid 30
days after closing and $1.0 million to be paid 60 days after closing).
Johnson-Leiber is a full-service food brokerage firm with operations in Spokane,
Washington; Portland, Oregon; Billings, Montana; and Anchorage, Alaska. The
company had 1999 revenues of over $10 million.
Commenting on the acquisition, Gerald Leonard, president and chief executive
officer of Marketing Specialists, stated, "The acquisition of Johnson-Leiber not
only strengthens our geographic coverage in the important Pacific Northwest
region, it also enhances the services we can provide to the growing number of
manufacturers we represent on a national basis. Johnson-Leiber is a preeminent
food broker in the region, and their established business relationships will
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strengthen our ability to win assignments with manufacturers seeking to expand
their presence among retailers in the Pacific Northwest.
"In addition, this acquisition, when integrated with our existing operations in
the Northwest, should increase the annual EBITDA (earnings before interest,
taxes, depreciation, and amortization) contributed from the region by
approximately $2.5 million."
Marketing Specialists Corporation (f/k/a Merkert American Corporation) provides
outsourced sales, marketing and merchandising services to manufacturers of food
and other consumer products. With some 7,000 associates located in 65 offices
throughout the nation, Marketing Specialists is one of the two largest food
brokers in the United 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 Marketing
Specialists. 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, Marketing Specialists' ability to consummate any of
the transactions contemplated by the letters of intent to which Marketing
Specialists is a party; Marketing Specialists' 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.
# # #
To receive Marketing Specialists' latest news release and other corporate
documents via FAX at no cost, dial 1-800-PRO-INFO. Use the Company's code, MKSP
Or visit the Company's pages at www.frbinc
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