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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):
MARCH 30, 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)
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ITEM 5. OTHER EVENTS
On March 31, 2000, the Registrant issued a press release
announcing the closing on the refinancing of its existing $68 million senior
credit facility with $85 million of senior secured credit facilities and the
purchase by MS Acquisition Ltd. of approximately 4.0 million shares of the
Registrant's common stock. 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
March 31, 2000 regarding the closing on the
refinancing of its existing $68 million
senior credit facility with $85 million of
senior secured credit facilities and the
purchase by MS Acquisition Ltd. of
approximately 4.0 million shares of the
Registrant's common stock.
[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/ Jay DiNucci
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Jay DiNucci
Vice President
Date: March 31, 2000
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- -----------
<S> <C>
99.1* Press Release issued by the Registrant on March 31, 2000
regarding the closing on the refinancing of its existing $68
million senior credit facility with $85 million of senior secured
credit facilities and the purchase by MS Acquisition Ltd. of
approximately 4.0 million shares of the Registrant's common
stock.
</TABLE>
* filed herewith
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Exhibit 99.1
FOR IMMEDIATE RELEASE
March 31, 2000
MARKETING SPECIALISTS CORPORATION STRENGTHENS
FINANCIAL POSITION WITH CLOSING OF $85.0 MILLION
SENIOR SECURED CREDIT FACILITY
Company Also Receives $10 Million Cash Equity Investment from Unit of
Richmont Capital Partners I, L.P. ("Richmont") which Reduces the Company's
Debt Ratio
Dallas. March 31, 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 significantly strengthened its financial position by closing on the
refinancing of its existing $68 million senior credit facility with $85.0
million of senior secured credit facilities, including both a $50.0 million
revolving credit facility from The Chase Manhattan Bank and Credit Suisse First
Boston, and a $35.0 million term loan from First Union National Bank.
The proceeds from the new secured credit facilities will be used to replace the
Company's existing $25.0 million revolving credit facility with First Union and
to reduce the existing five-year term loan from approximately $43.0 million to
$35.0 million. As a result of the reduction of the term loan amount, principal
payments will not begin for two years.
Additionally, Marketing Specialists announced today that its largest
shareholder, MS Acquisition Ltd., a unit of Richmont, has agreed to purchase
approximately 4.0 million shares of common stock at a price of $2.50 per share.
The $10 million in proceeds will be used to further decrease the Company's debt
ratio. MS Acquisition will hold approximately 48.5 percent of the Company's 19.8
million outstanding shares, and through an existing voting agreement with
certain other shareholders, effectively controls more than 50 percent of the
Company's shares.
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MARKETING SPECIALISTS CORPORATION SRENGTHENS FINANCIAL POSITION PAGE 2 OF 2
WITH CLOSING OF $85.0 MILLION SENIOR SECURED CREDIT FACILITY
Gerald Leonard, president and chief executive officer of Marketing Specialists,
commented, "We are pleased to complete this important refinancing, which
provides us with a solid financial base that will enable us to continue to
expand the sales and marketing services that we are providing for a growing
number of consumer goods manufacturers on a national and regional basis. As we
add additional national appointments, such as our recently announced national
relationships with Gillette, Kellogg and SC Johnson, Marketing Specialists will
continue to emerge as the leading sales and marketing organization in the
nation."
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Tim Byrd, chief financial officer of Marketing Specialists, noted that because
of the timing associated with the close of this refinancing, the Company will
file for an extension and expects to submit its Form 10K for the year ended
December 31, 1999, with the Securities and Exchange Commission on or before
April 14, 2000. This extension will give the Company time to obtain all of the
information necessary to properly account for the refinancing.
Based in Dallas, Texas, 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.
* * *
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.
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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.
