<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):
APRIL 17, 2000
MARKETING SPECIALISTS CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 0-24667 04-3411833
(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 5. OTHER EVENTS
On April 17, 2000, the Registrant issued a press release announcing the
appointment of the Registrant as national broker for Aurora Foods Inc. A copy of
this press release is filed as Exhibit 99.1 hereto.
On April 18, 2000, the Registrant issued a press release announcing the
Registrant's 1999 fourth quarter and year end results. A copy of this press
release is filed as Exhibit 99.2 hereto.
On April 19, 2000, the Registrant issued a press release announcing the
closing of its acquisition of Sales Force. A copy of this press release is filed
as Exhibit 99.3 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 April 17, 2000
regarding the appointment of the Registrant as national
broker for Aurora Foods Inc.
99.2 Press Release issued by the Registrant on April 18, 2000
regarding the Registrant's 1999 fourth quarter and year
end results.
99.3 Press Release issued by the Registrant on April 19, 2000
regarding the closing of its acquisition of Sales Force.
[SIGNATURE PAGE FOLLOWS]
<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/ TIMOTHY M. BYRD
-----------------------
Timothy M. Byrd
Chief Financial Officer
Date: April 20, 2000
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- -----------
<S> <C>
99.1* Press Release issued by the Registrant on April 17, 2000
regarding the appointment of the Registrant as national broker
for Aurora Foods Inc.
99.2* Press Release issued by the Registrant on April 18, 2000
regarding the Registrant's 1999 fourth quarter and year end
results.
99.3* Press Release issued by the Registrant on April 19, 2000
regarding the closing of its acquisition of Sales Force.
</TABLE>
* filed herewith
<PAGE> 1
EXHIBIT 99.1
17855 North Dallas Parkway
Dallas, TX 75287
(NASDAQ/NMS: MKSP)
AT MARKETING SPECIALISTS FOR AURORA FOODS INC.
Gerald Leonard, President & CEO Mark Kollar, Media Inquiries
(781) 828-4800 (212) 232-2222
Randall Oxford, Media Relations
(972) 349-6580
FOR IMMEDIATE RELEASE
April 17, 2000
AURORA FOODS SELECTS MARKETING SPECIALISTS
AS NATIONAL BROKER
FOURTH MAJOR NATIONAL APPOINTMENT WON SINCE DECEMBER
BY NATION'S ONLY PUBLICLY HELD FOOD BROKER
DALLAS... APRIL 17, 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, today announced
that it has been appointed national broker for Aurora Foods Inc. (NYSE:AOR), a
leading producer and marketer of premium branded foods.
Starting immediately, Marketing Specialists will provide Aurora Foods with
merchandising services in retail food accounts throughout the United States. The
agreement includes full national representation for all of Aurora Foods' premium
brands, which include Duncan Hines(R) baking mixes, Mrs. Butterworth's(R) and
Log Cabin(R) syrup, Aunt Jemima(R) frozen breakfast products, Lender's(R)
bagels, Mrs. Paul's(R) and Van de Kamp's(R) frozen seafood and Celeste(R) pizza.
"This new national partnership is tremendously significant because it supports
our objective to represent such outstanding manufacturers as Aurora Foods on a
national scale," said Gerald Leonard, president and chief executive officer of
Marketing Specialists. "We have worked with Aurora over the last several years,
delivering strong results in several of their key retail accounts. We now look
forward to expanding this relationship to deliver even greater value to Aurora
and its customers."
- more -
<PAGE> 2
AURORA FOODS SELECTS MARKETING SPECIALISTS PAGE 2 OF 2
AS NATIONAL BROKER
The partnership with Aurora Foods comes on the heels of announcements of similar
national representation for Gillette, Kellogg and SC Johnson.
"Our national partnership with Aurora Foods and our previously announced
national agreements serve as further proof that our focus over the past couple
of years to achieve national reach is on track," continued Mr. Leonard. "We will
continue to develop partnerships with preeminent manufacturers who seek
representation on a national level. With unsurpassed regional- and local-market
expertise, Marketing Specialists is uniquely positioned to build volume and
enhance brand equity for virtually any manufacturer in any market in the
nation."
Aurora Foods Inc., which is based in St. Louis, is a leading producer and
marketer of premium branded food products, including Duncan Hines(R) baking
mixes, Log Cabin(R) and Mrs. Butterworth's(R) syrup, Van de Kamp's(R) and Mrs.
Paul's frozen seafood, Aunt Jemima(R) frozen breakfast products, Celeste(R)
frozen pizza, Chef's Choice(R) frozen skillet meals and Lender's(R) bagel
products. For more information, visit the Company's Web site at
www.aurorafoods.com.
Based in Dallas, Marketing Specialists Corporation provides outsourced sales,
marketing and merchandising services to manufacturers of food and other consumer
products. With more than 6,000 associates located in 65 offices throughout the
nation, the Company 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 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.
<PAGE> 1
EXHIBIT 99.2
Marketing Specialists
17855 North Dallas Parkway
Dallas, Texas 75287
(Nasdaq/NMS: MKSP)
AT THE COMPANY AT THE FINANCIAL RELATIONS BOARD
Gerald Leonard, President & CEO Analyst Info: Steve Martini
(781) 828-4800 (617) 369-9243
Timothy Byrd, Chief Financial Officer General Info: Paula Schwartz
(972) 860-7530 Media Info: Judith Sylk Siegel
Randall Oxford, Media Relations (212) 661-8030
(972) 349-6580
FOR IMMEDIATE RELEASE
APRIL 18, 2000
MARKETING SPECIALISTS CORPORATION ANNOUNCES
1999 FOURTH QUARTER AND YEAR-END RESULTS
COMPANY EXECUTES ITS GROWTH PLAN WITH RECENT REFINANCING AND
ACHIEVEMENT OF SEVERAL NEW KEY CONTRACTS
HIGHLIGHTS
o Company achieves goal of $9.4 million EBITDA in Q4 1999
o Q4 revenues total $106.6 million
o Financial position strengthened with recent $85 million refinancing
o New national brokerage agreements signed with Gillette, Kellogg, SC Johnson
and Aurora Foods
o Company strengthens Northwest coverage with closing of Johnson-Lieber
acquisition Jan. 27, 2000
DALLAS, TX...APRIL 18, 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,
reported today its financial results for the fourth quarter and year ended Dec.
31, 1999.
Timothy M. Byrd, chief financial officer, said, "I'm pleased to report that the
Company's earnings before interest, taxes, depreciation and amortization
("EBITDA") for the fourth quarter were approximately $9.4 million - consistent
with our previously reported estimate. As important, we recently strengthened
the Company's financial position, having closed on the refinancing of our
existing $68 million senior credit facility with First Union National Bank using
$85 million of senior secured credit facilities with The Chase Manhattan Bank,
Credit Suisse First Boston and First Union National Bank. This refinancing
allows us to focus our efforts on expanding the sales and marketing services we
already provide to manufacturers and retailers, and continue to aggressively
pursue national brokerage accounts with major manufacturers."
<PAGE> 2
FOURTH QUARTER 1999 AND FULL-YEAR RESULTS
The following table sets forth the results of operations of the Company for the
periods indicated. The 1998 amounts represent the combined, historical results
of the Company, Merkert Enterprises and Rogers-American, and do not reflect pro
forma adjustments or pro forma shares outstanding (unaudited and dollars in
thousands). On Aug. 18, 1999, the Company completed its merger with Dallas-based
Richmont Marketing Specialists Inc. ("Richmont"). For financial reporting
purposes, the Company is presented as the accounting acquirer. Accordingly, the
results of Richmont's operations have been included in the Company's
consolidated statement of operations since the date of the merger.
<TABLE>
<CAPTION>
Three Months Twelve Months
Ended December 31, Ended December 31,
------------------------------ ------------------------------
1999 1998* 1999 1998*
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Commissions ..................... $ 95,549 $ 44,210 $ 246,714 $ 175,787
Sales ........................... 11,093 13,094 43,891 44,605
------------ ------------ ------------ ------------
Revenues ........................ 106,642 57,304 290,605 220,392
Earnings before interest, taxes,
depreciation, amortization and
restructuring charge ............ 9,441 (16,449) 18,834 (9,424)
Restructuring charge ............ 0 4,632 13,290 6,935
------------ ------------ ------------ ------------
Loss before income taxes ........ (3,395) (24,422) (21,567) (31,020)
Net loss ........................ $ (3,395) $ (23,520) $ (21,567) $ (30,643)
============ ============ ============ ============
Net loss per share
Basic and Diluted ........... $ (0.24) $ (2.16)
Shares used in computing net loss
per share Basic and Diluted ..... 14,173,844 9,973,759
</TABLE>
*1998 financial data represents the combined, historical results of the Company,
Merkert Enterprises and Rogers-American, and do not reflect the effect of any
pro forma adjustments or pro forma shares outstanding for the periods ending
Dec. 18, 1998 (the effective date of the IPO and the combination). It also
reflects the twelve days for the period from the inception of the Combination to
Dec. 31, 1998.
The Company reported that commission revenue for the three months ended Dec. 31,
1999, increased to $95.5 million, compared to $44.2 million for the three months
ended Dec. 31, 1998. Commissions increased $70.9 million (or 40.3 percent) to
$246.7 million for the year ended Dec. 31, 1999, as compared to $175.8 million
for the period ended Dec. 31, 1998. The Company's revenues for the year ended
Dec. 31, 1999, include $79.8 million relating to Richmont. The Company's
revenues (without Richmont) for the year ended Dec. 31, 1999, were $166.9
million versus $175.8 million for the year ended Dec. 31, 1998. This overall
decline in revenue was the result of the full-year effect of manufacturer
conflicts resulting from the combination and, to a lesser extent, the merger. In
addition, the continued consolidation of manufacturer representation by food
brokers has negatively affected results.
<PAGE> 3
Sales of private-label products for the three months ended Dec. 31, 1999,
decreased 18.0 percent to $11.1 million, compared to $13.1 million for the three
months ended Dec. 31, 1998. Sales decreased to $43.9 million for the year ended
Dec. 31, 1999, from $44.6 million for the year ended Dec. 31, 1998. Gross profit
on sales of private-label products for the three months and 12 months ended Dec.
31, 1999, was $.6 million and $4.1 million, respectively, compared to $.7
million and $3.5 million, respectively, in the three and 12 months ended Dec.
31, 1998.
Selling, general and administrative expenses for the fourth quarter of 1999
increased to $86.7 million from $61.4 million for the three months ended Dec.
31, 1998, primarily due to the merger with Richmont. As a percentage of
revenues, these expenses decreased to 81.3 percent in 1999 from 107.1 percent in
1998. This decrease in the cost ratio was due primarily to the implementation of
cost savings related to salaries and real estate expenses after the merger with
Richmont was completed in late August 1999.
For the 12-month period ended Dec. 31, 1999, selling, general and administrative
expenses increased to $232.0 million or 79.8 percent of revenue from $188.7
million or 85.6 percent of revenue for the 12-month period ended Dec. 31, 1998.
The Company's selling, general and administrative expenses (excluding Richmont)
for the year ended Dec. 31, 1999, were $161.6 million versus $188.7 million for
the year ended Dec. 31, 1998, a $27.1 million decline. The overall decline was
attributable to reductions in the sales force resulting from the full-year
effect of manufacturer conflicts from the combination and the merger, as well as
the full-year effect of cost-saving measures put in place to eliminate
duplicative facilities resulting from the combination.
Earnings before interest, taxes, depreciation, amortization and the
restructuring charge for the three and 12 months ended Dec. 31, 1999, were $9.4
million and $18.8 million, respectively, compared to $(16.4) million and $(9.4)
million, respectively, in the corresponding periods ending Dec. 31, 1998.
The results for the period ended Dec. 31, 1998, reflect a restructuring charge
of $6.9 million as a result of the combination and include the elimination of
redundant personnel and facilities costs. For the year ended Dec. 31, 1999, the
restructure charge amounted to approximately $13.3 million in connection with
the merger. The charge consisted of approximately $8.6 million relating to
non-cancelable lease obligations on the abandoned facilities and $4.7 million
relating to severance and related personnel amounts.
Interest expenses for the three and 12 months ended Dec. 31, 1999, were $5.7
million and $13.9 million, respectively, compared to $1.6 million and $7.1
million, respectively, in the three and 12 months ended Dec. 31, 1998. The
increase in 1999 is attributable to increased borrowing and interest on the
assumed debt of Richmont since the merger date.
The Company has not recorded the full tax benefit associated with the losses for
the year ended Dec. 31, 1999, since its future realizability is not assured. At
Dec. 31, 1999, the Company had $36.7 million of net operating loss carry
forwards, subject to certain limitations and available to offset future or prior
taxable income, that expire in varying amounts through 2019.
The net loss for the quarter ended Dec. 31, 1999, was approximately $3.4
million, or $0.24 per share on a basic and diluted basis, compared to a net loss
for the quarter ended Dec. 31, 1998, of $23.5 million. The net loss for the year
ended Dec. 31, 1999, was approximately $21.6 million, or $2.16 per share on a
basic and diluted basis, compared to a net loss for the 12 months ended Dec. 31,
1998, of $30.6 million.
<PAGE> 4
The Company's credit facility was refinanced March 30, 2000. The new credit
facilities provide for a $35.0 million term loan and a $50.0 million revolving
line of credit ($25.0 million outstanding as of closing on March 30, 2000).
MANAGEMENT COMMENTS ON 1999 RESULTS AND FUTURE OUTLOOK
"While 1999 was, in some respects, a very challenging and disappointing year for
Marketing Specialists and its shareholders, we believe we have begun in the year
2000 to experience the positive effects of our larger, stronger, nationwide
organization," said Gerald Leonard, president and chief executive officer. "Our
recently announced appointments by some of the nation's largest manufacturers
indicate that our strategy of building a national organization is on target.
"We will continue to pursue appointments with manufacturers who seek
representation among retailers throughout the country, as well as those who want
more regional representation. Our national-, regional- and local-market
expertise are second to none in the industry, and we anticipate adding to the
list of manufacturers whom we represent on a national basis."
Looking ahead in 2000, Mr. Byrd added, "We expect to report somewhat lower sales
during the first quarter of 2000 ended March 31, 2000, as compared to the fourth
quarter of 1999, primarily as a result of normal seasonality issues.
Historically, our first-quarter sales are somewhat weaker, as manufacturers sell
heavily toward year-end to meet seasonal demands.
"Additionally," Byrd continued, "it is important to note that subsequent to the
merger last year, Marketing Specialists, as expected, did lose some manufacturer
contracts due to overlap and other related conflicts. Therefore, the period
ended March 31, 2000, will represent the first full quarter without those
revenues. Nevertheless, we do continue to maintain our full-year 2000 estimate
of commission revenues of approximately $400 million as the Company begins to
recognize revenue associated with recently announced national appointments."
Marketing Specialists Corporation provides outsourced sales, marketing and
merchandising services to manufacturers of food and other consumer products.
With more than 6,000 associates in 65 offices located throughout the United
States, Marketing Specialists is one of the two largest food brokers in the
nation.
* * *
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
merger, the competitive environment; and general economic conditions. For
further information, please refer to the Company's filings with the Securities
and Exchange Commission.
<PAGE> 5
FINANCIAL TABLES FOLLOW
# # #
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.
<PAGE> 6
MARKETING SPECIALISTS CORPORATION
(Formerly Merkert American Corporation)
Consolidated Operating Results
(all amounts except shares in thousands)
<TABLE>
<CAPTION>
THREE MONTHS ENDED TWELVE MONTHS ENDED
DECEMBER 31, DECEMBER 31,
1999 1998* 1999 1998*
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Commissions $ 95,549 $ 44,210 $ 246,714 $ 175,787
Sales 11,093 13,094 43,891 44,605
--------- --------- --------- ---------
REVENUES 106,642 57,304 290,605 220,392
Selling expenses 63,982 46,082 177,043 140,965
Cost of sales 10,509 12,356 39,744 41,077
General and administrative 22,710 15,315 54,984 47,774
Restructuring charge -- 4,632 13,290 6,935
Depreciation and amortization 7,333 1,753 13,504 7,055
--------- --------- --------- ---------
OPERATING EXPENSES 104,534 80,138 298,565 243,806
--------- --------- --------- ---------
Operating income (loss) 2,108 (22,834) (7,960) (23,414)
Interest expense, net 5,728 1,584 13,854 7,070
Other expenses, net (225) 4 (247) 536
--------- --------- --------- ---------
Loss before income taxes (3,395) (24,422) (21,567) (31,020)
Provision (benefit) for
income taxes -- (902) -- (377)
--------- --------- --------- ---------
Net loss $ (3,395) $ (23,520) $ (21,567) $ (30,643)
========= ========= ========= =========
</TABLE>
* 1998 financial data represents combined, historical results of the Company,
Merkert Enterprises and Rogers-American, and do not reflect the effect of
any proforma adjustments for the periods ending Dec. 18, 1998 and the
twelve days for the period from the inception of the Combination to
December 31, 1998.
<PAGE> 7
MARKETING SPECIALISTS CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(AMOUNTS IN THOUSANDS, EXCEPT SHARE AMOUNTS)
<TABLE>
<CAPTION>
December 31, December 31,
1999 1998
--------- ---------
<S> <C> <C>
ASSETS
Current assets:
Cash ................................................................... $ -- $ 1,185
Restricted cash ........................................................ 1,200 9,981
Accounts receivable, less allowance for doubtful accounts
of $5,023 at Sept. 30, 1999, and $1,374 at Dec. 31, 1998 ............. 53,579 22,334
Income taxes receivable ................................................ - 2,647
Inventories ............................................................ 1,221 1,623
Properties held for sale ............................................... 7,312 --
Prepaid expenses and other ............................................. 2,895 1,018
--------- ---------
Total current assets .............................................. 66,207 38,788
--------- ---------
Property, plant and equipment, net............................................ 35,204 17,417
Intangible, net .............................................................. 338,540 126,461
Other assets ................................................................. 9,665 5,744
--------- ---------
Total assets ...................................................... $ 449,616 $ 188,410
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current maturities of long-term obligations ............................ $ 48,055 $ 10,523
Accounts payable ....................................................... 14,396 9,293
Accrued expenses ....................................................... 33,664 21,080
--------- ---------
Total current liabilities ......................................... 96,115 40,896
--------- ---------
Long-term obligations, net of current portion:
Long-term debt and notes payable ....................................... 170,065 61,445
Acquisition related deferred compensation liabilities .................. 5,921 1,234
Covenants not to compete ............................................... 21,041 11,844
Obligations under capital leases ....................................... 804 150
--------- ---------
Total long-term obligations, net of current portion ............... 227,831 74,673
Other liabilities, net of current portion .................................... 7,428 246
--------- ---------
Commitments and contingencies
Stockholders' equity:
Common stock, $.01 par value - Authorized - 54,000,000 shares Issued and
outstanding - 14,173,844 and 7,218,000, respectively ................. 142 72
Additional paid in capital ............................................. 143,080 75,489
Note for sale of common stock .......................................... (1,500) (1,500)
Retained deficit ....................................................... (23,033) (1,466)
Treasury stock, at cost ................................................ (447) --
--------- ---------
Total stockholders' equity ........................................ 118,242 72,595
--------- ---------
Total liabilities and stockholders' equity ........................ $ 449,616 $ 188,410
========= =========
</TABLE>
<PAGE> 8
THE FOLLOWING UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS INFORMATION
GIVES EFFECT TO THE MERGER WITH RICHMONT AS IF IT HAD OCCURRED 1/1/99, AND
EXCLUDES NON-RECURRING RESTRUCTURING CHARGES (ASSUMES COMPANIES MERGED AND THE
IMPLEMENTATION OF THE COMPANY'S INTEGRATION OCCURRED AS OF 1/1/99).
<TABLE>
<CAPTION>
Twelve Months
Ended
December 30, 1999
-----------------
<S> <C>
Commission ....................................... $ 379,698
Sales ............................................ 43,891
------------
Revenues ......................................... 423,589
EBITDA ........................................... 25,115
Net Loss ......................................... (23,392)
Net Loss per Common Share:
Basic and Diluted ........................... (1.65)
Shares Used in Computing Net Loss Per Common Share
Basic and Diluted ........................... 14,183,355
</TABLE>
# # #
<PAGE> 1
EXHIBIT 99.3
17855 North Dallas Parkway
Dallas, TX 75287
(NASDAQ/NMS: MKSP)
AT MARKETING SPECIALISTS AT FINANCIAL RELATIONS BOARD
Gerald Leonard, President & CEO Analyst Info: Steve Martini
(781) 828-4800 (617) 369-9243
Randall Oxford, Media Relations General Info: Paula Schwartz
(972) 349-6580 Media Info: Judith Sylk Siegel
(212) 661-8030
FOR IMMEDIATE RELEASE
April 19, 2000
MARKETING SPECIALISTS CLOSES ACQUISITION
OF SALES FORCE
COMPANY EXPANDS OPERATIONS IN MIDWEST
DALLAS... APRIL 19, 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, today announced the
closing of its acquisition of Sales Force, representing a significant expansion
by the Company of its existing operations in the Midwest.
Sales Force is a full-service sales, marketing and merchandising firm with
headquarters in Chicago, Ill., and 13 offices in nine states in the Midwest. The
Company had 1999 revenues of approximately $35 million.
"The acquisition of Sales Force significantly strengthens our geographic
coverage in the important Midwest region and further enhances the services we
can provide to manufacturers seeking representation on a national level," said
Jerry Leonard, president and chief executive officer of Marketing Specialists.
"Sales Force is a preeminent Midwest food brokerage, and their established
business relationships will significantly strengthen our ability to win
assignments with manufacturers seeking to expand their penetration among
retailers in the region.
"In addition, this acquisition, when integrated with our existing operations in
the Midwest, should increase the annual EBITDA (earnings before interest, taxes,
depreciation and amortization) contributed by the region by approximately $3.5
million."
-- more --
<PAGE> 2
MARKETING SPECIALISTS CLOSES ACQUISITION PAGE 2 OF 2
OF SALES FORCE
Marketing Specialists Corporation provides outsourced sales, marketing and
merchandising services to manufacturers of food and other consumer products.
With more than 6,000 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 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.
-- 30 --
