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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 7, 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 11, 2000, the Registrant announced that on January 7, 2000
its largest stockholder increased its equity position in the Registrant. 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 11, 2000
regarding largest stockholder's increased equity position
in the Registrant.
[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: January 13, 2000
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- -----------
<S> <C>
99.1 Press Release issued by the Registrant on January 11, 2000
regarding largest stockholder's increased equity position in the
Registrant.
</TABLE>
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NEWS BULLETIN MARKETING SPECIALISTS CORPORATION
FROM: 17855 NORTH DALLAS PARKWAY
THE FINANCIAL RELATIONS BOARD DALLAS, TEXAS 75287
BSMG WORLDWIDE (NASDAQ/NMS: MKSP)
- --------------------------------------------------------------------------------
FOR FURTHER INFORMATION:
AT THE COMPANY AT THE FINANCIAL RELATIONS BOARD
Gerald Leonard, President & Analyst Info: Michelle Cleoria (617) 369-9243
Chief Executive Officer General Info: Paula Schwartz (212) 661-8030
(781) 828-4800 Media Info: Judith Sylk Siegel (212) 661-8030
Timothy M. Byrd, Chief
Financial Officer
(972) 860-7530
FOR IMMEDIATE RELEASE
January 11, 2000
MARKETING SPECIALISTS CORPORATION'S LARGEST SHAREHOLDER INCREASES
ITS EQUITY POSITION IN THE COMPANY
Company Receives $5 million Cash Infusion
CANTON, MA...JANUARY 11, 2000-Marketing Specialists Corporation
(Nasdaq/NMS:MKSP), a leading provider of outsourced sales and marketing
services to manufacturers, suppliers and producers of food products and
consumer goods announced today that on January 7, 2000 its largest stockholder
increased its equity position in the company.
Pursuant to the terms of an agreement between the company and MS Acquisition
Ltd., MS Acquisition agreed to purchase approximately 1.5 million additional
shares of common stock of Marketing Specialists at a price of $3.17 per share,
for an aggregate purchase price of $5.0 million. Marketing Specialists said
that the funds will be used to provide an additional source of capital for the
Company's ongoing operations, and to provide the company with additional
short-term and long-term liquidity.
The purchase is being made in anticipation of completing a debt refinancing
currently being negotiated by the company. The primary purpose of the
refinancing is to provide additional liquidity for the company and ease debt
amortization.
Marketing Specialists Corporation provides outsourced sales, marketing and
merchandising services to manufacturers of food and other consumer products.
With some 7,000 associates in 65 offices located throughout the United States,
Marketing Specialists is one of the two largest food brokers in the nation.
* * *
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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, PERFORMANCES 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.com
