MARTIN COLOR-FI INC
8-K, 1998-08-12
PLASTIC MATERIAL, SYNTH RESIN/RUBBER, CELLULOS (NO GLASS)
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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)-------------------------------


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


SOUTH CAROLINA                       0-21340                   57-0879569
- --------------------------------------------------------------------------------
(State or other jurisdiction        (Commission            (IRS Employer
         of incorporation)          File Number)           Identification No.)


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


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


                           
- --------------------------------------------------------------------------------
         (Former name or former address, if changed since last report.)


<PAGE>

Item 5.   Other Events.

The Company  experienced  extremely  difficult business conditions in the second
quarter of 1998.  The  Fibers  Division  experienced  a 19%  decrease  in volume
shipped  compared to the second  quarter of 1997,  caused  principally by severe
price  competition from foreign  competitors.  In addition,  raw materials costs
increased 10% over the previous quarter and the second quarter of 1997.

The carpet  division  experienced  a decrease in sales  revenue of 8% during the
second  quarter  of 1998  compared  to 1997.  This was  caused by a  significant
reduction in sales to the manufactured housing market,  offset to some extent by
growth in sales to other  markets.  The Company had planned for reduced sales to
the  manufactured  housing  market,  but competitive  pressures  caused sales to
decline much more rapidly than planned.

As a result of these conditions, the Company failed to make payments due in July
under its revolving credit loan and its overdraft line of credit. In response to
the Company's  failure to make these  payments and to the  Company's  failure to
comply with certain  covenants and  representations  in the loan documents,  the
revolving  credit loan and overdraft line of credit have been accelerated by the
lenders and are  immediately  due.  The  Company  does not have  current  assets
sufficient to repay such indebtedness or to cure the defaults.

The Company has  retained  the  services of outside  professionals  to assist in
assessing its alternatives and addressing its liquidity issues. The alternatives
potentially  available to the Company  include  filing a petition in bankruptcy,
refinancing its debt,  acquiring  additional  capital to repay its debt, selling
all or a portion of the Company's  assets, or merger of the Company with another
entity.  With  the  exception  of  filing a  petition  in  bankruptcy,  however,
management of the Company cannot unilaterally effect any of such matters, and is
not currently able to assess the practical availability of such options.

The Company's  lenders have agreed to forbear from  exercising  their rights and
remedies for an indefinite  period of time,  and have  expressed  support of the
Company's  efforts to evaluate and implement  financial  alternatives.  Although
many of the problems  encountered  in the second quarter have continued into the
third  quarter and may continue  indefinitely,  the Company  believes it has the
near-term  financial  ability to continue to operate as a going concern,  though
there can be no assurances to that effect. The Company's long-term prospects are
likely to be dependent on its ability to restructure its indebtedness.






<PAGE>

     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


                                 MARTIN COLOR-FI, INC.

                                    s/Bret J. Harris                
                                 By:-------------------------------------------
                                    Bret J. Harris
                                    Chief Financial Officer
                                    (Principal Accounting and Financial Officer)


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