MARTIN COLOR-FI INC
10-Q, 1998-11-16
PLASTIC MATERIAL, SYNTH RESIN/RUBBER, CELLULOS (NO GLASS)
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                                    FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549



(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 27, 1998

OR

(  )     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

For the transition period from _____________________ to ________________________

Commission file number 0-21340


                              MARTIN COLOR-FI, INC.
                -------------------------------------------------
             (Exact name of registrant as specified in its charter)

        South Carolina                                    57-0879569
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                            Identification No.)


                306 Main Street, Edgefield, South Carolina 29824
                    (Address of principal executive offices)

                                 (803) 637-7000
                   ------------------------------------------
              (Registrant's telephone number, including area code)

         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  [ ]

         As  of  November  10,  1998,   there  were  6,730,284   shares  of  the
registrant's common stock issued and outstanding.



<PAGE>



                              MARTIN COLOR-FI, INC.
                                      INDEX


                                                                       Page No.
Part I - Financial Information

         Item 1 - Financial Statements .................................      3

         Item 2 - Management's Discussion and Analysis of Financial
                  Condition and Results of Operations ..................      3

Part II - Other Information

          Item 1 - Legal Proceedings ...................................      4

          Item 3 - Defaults Upon Senior Securities .....................      4

          Item 6 - Exhibits and Reports on Form 8-K ....................      4

Signatures..............................................................      5



                                       2

<PAGE>

                         PART I - Financial Information

Item 1.   Financial Statements:

     No  financial  statements  are  presented  herewith in  reliance  upon Rule
12b-21.  The  Company  filed a  petition  for  relief  under  Chapter  11 of the
Bankruptcy Code on November 16, 1998 in the United States  Bankruptcy  Court for
the  District  of  South  Carolina.  On the  same  date,  two  of the  Company's
consolidated  subsidiaries  filed  petitions  for relief under Chapter 11 of the
Bankruptcy Code. The impact of these filings compiled with previously  announced
decisions  of the  Company  to close  certain  manufacturing  facilities  and to
dispose of the carpet  subsidiary  requires very substantail  adjustments to the
value of the Company's  assets.  To the date of this report the Company has been
unable to prepare such financial  statements  because it does not presently have
all  of  the  information  required  to  present  its  financial  statements  in
accordance with generally  accepted  accounting  principles and could not obtain
such information without unreasonable expense.

     The  registrant  is  working  diligently  to  obtain  all of  the  required
information  and plans to file financial  statements by way of amendment to this
report  as  soon as the  financial  statements  are  completed.  The  registrant
believes that any partial financial statements would be materially misleading.

Item 2. Management's  Discussion and Analysis of Financial Condition and Results
        of Operations:

     The Company has filed for reorganization under Chapter 11 of the Bankruptcy
Code.  See Part II Item 1. The Company is in default  with respect to its senior
debt.  See  Part II Item 3.  The  Company  presently  does  not  have all of the
information  required  to  describe  its  financial  condition  accurately,   in
accordance  with  generally  accepted  accounting  principles.  Accordingly,  no
meaningful  discussion  and  analysis  of  financial  condition  or  results  of
operations  can be  presented  at this  time.  This  Item will be  completed  by
amendment when the financial statements are available.


                                       3

<PAGE>

                           Part II - Other Information

Item 1.   Legal Proceedings:

     On November 16, 1998, the Company filed a petition for relief under Chapter
11 of the Bankruptcy Code in the United States Bankruptcy Court for the District
of South Carolina. Two consolidated subsidiaries, Buchanan Industries, Inc., and
Star Fibers,  Inc. also filed petitions under Chapter 11 on November 16, 1998 in
the same court.

     The Company is a defendant in three actions to foreclose security interests
and for  collection of notes  brought by  NationsBank,  N.A., as plaintiff.  The
actions were  instituted  in the Court of Common Pleas of Sumter  County,  South
Carolina on November 10, 1998, the Court of Common Pleas of Edgefield  County on
November  10,  1998 and the  Court of  Common  Pleas of  Laurens  County,  South
Carolina on November 11, 1998.  These actions have been stayed by the bankruptcy
filings referred to above.

Item 3.  Defaults Upon Senior Securities:

     The Company is in default with respect to indebtedness  which was described
in the Company's Form 10-Q for the quarter ended June 28, 1998.  Total arrearage
on November 16, 1998 was estimated at $57,700,000 including accrued interest.

     On November 10, 1998  NationsBank  commenced legal actions to foreclose its
security interests. See Part II, Item 1 above.

Item 6.  Exhibits and Reports on Form 8-K:

     (a)  Exhibits:   None

     (b)  Reports  on Form 8-K - A report on Form 8-K was  filed on November 17,
          1998 for the purpose of disclosing  the Company's bankruptcy filing.


                                       4

<PAGE>



                                   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 thereunto duly authorized.



                                             MARTIN COLOR-FI, INC.



                                             By: /s/ James F. Martin
                                                     James F. Martin*
                                                     Chief Executive Officer


Dated:  11/17/98                             By: /s/ Wiley H. Turner
                                                     Wiley H. Turner*
                                                     Vice President-Finance



         * Principal Financial and Accounting Officer


                                       5



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