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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
AMENDMENT NO. 1
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File No. 0-24667
MARKETING SPECIALISTS CORPORATION
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 04-3411833
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
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)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
The number of shares outstanding of the Registrant's Common Stock and
Restricted Common Stock outstanding as of November 6, 1999 was 13,838,144 and
335,700, respectively.
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This Amendment No. 1 to Form 10-Q amends and supplements the quarterly
report on Form 10-Q for the quarterly period ended September 30, 1999, filed
with the SEC on November 15, 1999 (the "Form 10-Q"), of Marketing Specialists
Corporation.
The following paragraphs are hereby added to Note 5 to the Marketing
Specialists Corporation and Subsidiaries Notes to Condensed Consolidated
Financial Statements contained in Item 1 of the Form 10-Q:
Senior Subordinated Notes
In December 1997, concurrently with the sale by Richmont of $100 million of
10 1/8% Senior Subordinated Notes due 2007 (the "Issued Notes'), Richmont
entered into an Exchange and Registration Rights Agreement with the initial
purchaser of the notes. Under the terms of that agreement, Richmont agreed to
file a registration statement regarding the exchange of the Issued Notes for new
notes registered under the Securities Act of 1933, and to offer the holders of
the Issued Notes an opportunity to exchange their unregistered notes for
registered notes.
On June 21, 1999, Richmont filed a Registration Statement on Form S-4 with
the Securities and Exchange Commission to register $100 million of new notes
(the "Notes"). Subsequently, Richmont completed an exchange of the Issued Notes
for the Notes. The Notes are identical in all material respects to the Issued
Notes, except for transfer restrictions and registration rights. The Company
assumed this outstanding indebtedness in connection with the merger with
Richmont.
The Notes are unsecured and will be subordinated in right of payment to all
existing and future senior indebtedness of the Company. The Notes are fully and
unconditionally guaranteed on an unsecured, senior subordinated, joint and
several basis by certain guarantor wholly-owned subsidiaries of the Company as
defined in the Registration Statement, which comprise substantially all the
direct and indirect subsidiaries of the Company. The Company is a holding
company with no assets or operations other than its interests in its
subsidiaries. Separate financials and other disclosures for such subsidiaries
have not been presented due to management's determination that such information
is not material to investors.
Interest on the Notes is payable semiannually on June 15 and December 15 of
each year, commencing June 15, 1998. The principal on the Notes is payable on
December 15, 2007, the maturity date. Except as described below, the Company may
not redeem the Notes prior to December 15, 2002. On or after such date, the
Company may redeem the Notes, in whole or in part, at the following redemption
prices: 2002-105.063%; 2003 - 103.375%; 2004 - 101.688%; 2005 or thereafter -
100.000%, together with accrued and unpaid interest, if any, to the date of
redemption. The Notes are not subject to any sinking fund requirement. Upon a
change of control, as defined (not triggered by the merger with Richmont), each
holder of the Notes will have the right to require the Company to make an offer
to repurchase such holder's notes at a price equal to 101% of the principal
amount thereof, together with accrued and unpaid interest, if any, to the date
of repurchase.
The Notes subject the Company to certain limitations and restrictions
primarily related to obtaining additional indebtedness, payment of dividends,
and sales of assets and subsidiary stock.
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SIGNATURES
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/ Jay DiNuccci
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Jay DiNucci, Vice President and Controller
Date: April 13, 2000
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