SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: March 23, 2000
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MARKETING SERVICES GROUP, INC.
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(Exact name of Registrant as specified in charter)
Nevada 0-16730 88-0085608
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(State or other (Commission (I.R.S. Employer
jurisdiction of File No.) Identification No.)
incorporation)
333 Seventh Avenue
New York, New York 10001
(Address of Principal Executive Offices)
917/339-7100
(Registrant's telephone number, including area code)
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Item 2. Acquisition or Disposition of Assets
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On March 22, 2000, we closed on an agreement to acquire all of the outstanding
capital stock of Grizzard Communications Group ("Grizzard"). Grizzard and its
wholly owned subsidiaries operate a vertically integrated network of marketing
communications companies. Pursuant to an Agreement and Plan of Merger dated July
8, 1999, as amended, we acquired, by merger, all of the capital stock of
Grizzard from its current stockholders (the "Sellers"). In consideration of the
purchase, the Sellers received an aggregate sum of $100,000,000 including
$50,000,000 cash and an aggregate of 2,545,799 shares of Common Stock of MSGI,
par value $.01, valued at $19.64 per share.
A portion of the purchase price was financed by Paribas, part of the BNP Paribas
Group, through a $58 million senior secured credit facility. The facility is
comprised of a $13 million revolving line of credit, $40 million term loan and
$5 million LC commitment. The credit facility expires March 31, 2005, and bears
interest at prime rate or LIBOR plus an applicable margin raging from 1.5% to
2.5% for prime and 2.5% to 3.5% for LIBOR based on certain leverage ratios. The
loans are guaranteed by its non Internet subsidiaries. The revolving line of
credit is limited to the lesser of the maximum availability of $13 million or a
percentage of eligible receivables. The facility is subject to certain financial
and other covenants.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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(a) Financial statements of businesses acquired *
(b) Pro forma financial information *
(c) The following documents are filed herewith as exhibits to this Form 8-K:
2.1 Agreement and Plan of Merger dated as of July 8, 1999, by and among
the Registrant, a wholly-owned subsidiary of the Registrant and
Grizzard Advertising, Inc. **
20.1 Press release of the Registrant dated July 14, 1999 **
20.2 Press release of the Registrant dated March 23, 2000
* It is impractical for MSGI to provide the required financial statements and
pro forma financial information as of the date hereof. MSGI will file the
required financial statements and pro forma financial information no later than
75 days after the date of this report.
** Incorporated by reference from the Registrant's Current Report on Form 8-K
dated July 8, 1999.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
MARKETING SERVICES GROUP, INC.
Date: April 6, 2000 By: /s/ Cindy H. Hill
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Title: Chief Accounting Officer
Exhibit 20.2
MSGi Achieves $200 Million in Annualized Revenue With Purchase Of Grizzard
Communications Group
Management Team Expanded With Appointment of Chief Operating Officer
New York, NY - March 22, 2000 - Marketing Services Group, Inc. (Nasdaq: MSGI),
an Internet incubator and integrated marketing services industry leader, today
announced the closing of its acquisition of Grizzard Communications Group, a
vertically integrated network of marketing communications companies. Concurrent
with the closing, MSGi also announced the appointments of Michael D. Dzvonik,
Sylvia Estes and Jamie Karlin to the newly created positions of Chief Operating
Officer, Vice President Human Resources and Vice President Corporate
Communications, respectively.
On July 14, 1999, MSGi announced the definitive agreement to acquire Grizzard
Communications for approximately $100 million in cash and equity. Paribas, part
of the BNP Paribas Group, funded $58 million in senior debt financing relating
to the acquisition including a revolving credit facility. The shareholders of
Grizzard also received 2,545,825 registered shares of MSGi valued at $19.64 per
share, subject to SEC Rule 145 trading restrictions.
For the calendar years ending December 31, 1998 and 1999, Grizzard
Communications Group reported revenue of $65 million and $80 million,
respectively, and adjusted EBITDA of $14.4 million and $16.5 million. With the
addition of Grizzard, and its TABS Direct and Brand Imagination businesses, MSGi
now owns and operates ten subsidiaries in addition to four minority Internet
investments.
"The Grizzard companies fully complement the core database marketing services of
MSGi Direct and leverages the vast online marketing capabilities of the
company's Internet Group," commented Jeremy Barbera, Chairman and Chief
Executive Officer of MSGi. "The extensive capabilities that MSGi now offers will
present the company with significant cross-selling opportunities, and will serve
in the best interest of our newly expanded base of more than 5,000 clients."
"We are very pleased to announce the appointments of Michael Dzvonik, Sylvia
Estes and Jamie Karlin. With the expansion of MSGi Direct, it was imperative to
bring a very seasoned professional to our management team. As the Chief
Operating Officer of MSGi, Mike Dzvonik brings over 30 years of integrated
marketing experience to the company and he will play a vital role in the ongoing
integration and future growth of MSGi Direct. Additionally, the appointment of
Mike Dzvonik will permit me substantially more time to focus on Internet
incubation opportunities and evaluate potential monetization of the company's
Internet assets."
Mike Dzvonik, Chief Operating Officer of MSGi said, "While our first day as a
consolidated business officially began today, we have spent the past six months
integrating the cultures and capabilities of the two organizations, which will
benefit our clients as well as our shareholders."
Michael D. Dzvonik, Chairman and Chief Executive Officer of Grizzard, has acted
as Grizzard's Executive Vice President since 1985, was named President in 1994,
and was elected to his recent position in 1997. He serves as the Chairman of the
Board of Directors of the Mail Advertising Service Association (MASA) and is a
frequent speaker at Conferences and Postal Customer Councils. Mr. Dzvonik will
be principally responsible for the operations of MSGi Direct.
Sylvia Estes, Vice President Human Resources, joined Grizzard in 1986 and will
now manage the HR needs of MSGi and its more than 1,000 full time employees. Ms.
Estes will be responsible for fully integrating all HR programs, including
training, development, benefits and compensation. From 1989 to 1990, she served
as the President of the Society of Human Resources Management, Tara Chapter
(Atlanta) and has her accreditation as Senior Professional in human resources in
the Society's National organization (SHRM).
Jamie Karlin, Director of Corporate Communications for MSGi has been appointed
Vice President Corporate Communications, where she will be responsible for the
communication strategy development and implementation, as well as public
relations and investor relations for all wholly owned and minority owned MSGi
businesses.
About MSGi
Marketing Services Group, Inc. is a leader in the Internet incubation and
integrated marketing services industries. MSGi revenues have grown from $16
million in fiscal 1996 to in excess of $200 million on an annualized basis. GE
Capital and CMGi are significant shareholders of the Company, with ownership
interests of 16% and 9%, respectively.
MSGi has two business divisions, The Internet Group and The Direct Group. MSGi
Direct provides integrated marketing services across all mediums. The Internet
Group's primary focus is WiredEmpire and its Marketing Agent technology,
providing Internet marketing, e-commerce applications, Web development and
hosting, online ad sales and consulting. The Group's strategic objective
continues to focus on acquiring, investing in and incubating Internet companies.
MSGi Direct, which will continue to leverage the synergies across all its
companies in marketing and technology, provides strategic planning, creative,
direct marketing, database marketing and management, telemarketing,
telefundraising, print production, mailing and media planning and buying.
Corporate headquarters are located at 333 Seventh Ave., New York, NY 10001.
Telephone: 917-339-7100. Additional information is available on the company's
Website: http://www.msginet.com.
Matters discussed in this release include forward-looking statements that
involve risks and uncertainties, and actual results may be materially different.
Factors that could cause actual results to differ are stated in the company's
reports to the Securities and Exchange Commission including its 10-Q for the
period ended December 31, 1999 and the annual report on Form 10-K for the year
ended June 30, 1999.
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Contact:
Jamie Karlin Morgen-Walke Associates
Marketing Services Group, Inc. Cheryl Olson
917-339-7100 Press: Eileen King
[email protected] 212-850-5600
