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) February 29, 2000
MARTIN COLOR-FI, INC.
(Exact name of registrant as specified in its charter)
South Carolina 0-21340 57-0879569
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
306 Main Street, Edgefield, South Carolina 29824
(Address of principal executive offices)
Registrant's telephone number, including area code (803) 637-7000
N/A
(Former name or former address, if changed since last report.)
<PAGE>
Item 5. Other Events
The text of the press release included herewith as Exhibit 99 is
incorporated by reference herein.
Item 7. Financial Statements and Exhibits.
Exhibit No. Description
(from Item 601
of Regulation S-K)
99 Press release dated March 1, 2000
2
<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 hereunto duly authorized.
MARTIN COLOR-FI, INC.
-------------------------------------
(Registrant)
March 2, 2000 s/Gregory W. Anderson
Date:--------------- By:----------------------------------
Gregory W. Anderson
Its Senior Vice President
3
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
(from Item 601
of Regulation S-K)
99 Press Release dated March 1, 2000
4
FOR IMMEDIATE RELEASE
Contact: Stephen A. Zagorski
President and Chief Operating Officer
MARTIN COLOR-FI SIGNS MERGER AGREEMENT
EDGEFIELD, South Carolina (March 1, 2000) -- Martin Color-Fi, Inc.("MCF") today
announced that it has signed a merger agreement with an affiliate of Dimeling,
Schreiber & Park ("DS&P"), a Philadelphia, Pennsylvania-based investment
partnership which specializes in private equity investments primarily in the
form of Chapter 11 reorganizations. If the agreement (which must be approved by
the Bankruptcy Court) is consummated, all of the currently outstanding shares of
MCF will be canceled. New MCF shares will be issued to DS&P, which will become
the sole shareholder of restructured MCF upon effectiveness of the merger.
The agreement (together with the merger consideration) will be
reflected in the proposed Plan of Reorganization and Disclosure Statement that
MCF anticipates filing imminently in Bankruptcy Court in the District of South
Carolina. The agreement provides that it is subject to competing overbids, MCF's
obtaining debt financing acceptable to DS&P (a non-binding commitment letter
from a lending institution has been obtained by MCF) and the confirmation of a
Plan of Reorganization, among other conditions. Neither the agreement nor the
proposed Plan of Reorganization will provide for any recovery for MCF's existing
shareholders.
Stephen A. Zagorski, President and Chief Operating Officer of MCF,
commented: "I am delighted with the signing of this agreement. While there can
be no assurance that either this agreement will be consummated or a Plan of
Reorganization will be confirmed in Bankruptcy Court, we believe that our major
creditors will be supportive of this agreement and our Plan of Reorganization.
In the event that the DS&P transaction does close pursuant to a Plan of
Reorganization, our senior operating management team looks forward to the
opportunity to work with the team at DS&P. Moreover, DS&P and the senior
operating management team agree that the current MCF workforce should remain
intact on a go-forward basis.
"I am also pleased that our senior bank lenders continue to support our
ongoing reorganization and operational efforts. The continued support of such
lenders, together with the signing of this agreement, is positive news for our
customers, suppliers and employees. The signing of this agreement is a pivotal
step in our plan to seek an expeditious emergence from Chapter 11 protection."
-MORE-
<PAGE>
MRCF Signs Merger Agreement
Page 2
March 1, 2000
James F. Martin, the Chairman of the Board and Chief Executive Officer
of MCF, and its largest current shareholder, commented: "I believe that by
entering into this agreement DS&P is demonstrating that it shares my views of
the excellent workforce and bright prospects of an unleveraged MCF. I am, of
course, disappointed that there appears to be no prospect of recovery for any of
our existing MCF shareholders. However, in the event that the agreement is
consummated, I do want to wish our employees, customers, senior operating
management team and DS&P much success in their future together with MCF."
Martin Color-Fi, Inc. produces polyester fibers and pellets from
recycled plastic materials such as soft drink bottles, off-class packaging
resins, polyester fiber waste and film waste. The company uses these materials
to produce polyester fibers for a wide range of markets, including automotive
fabrics, carpet, apparel, home furnishings, industrial fabrics and construction
reinforcement materials. The company also produces yarns from synthetic fibers,
as well as dyes and pigments.
MCF is operating under the protection of the Bankruptcy Court in the
District of South Carolina. The Bankruptcy Code places the interests of
creditors ahead of the interests of shareholders. As stated above, if the
Bankruptcy Court approves a plan of reorganization based on the merger agreement
with DS&P's affiliate, all existing shares of MCF will be cancelled and
shareholders will receive no compensation for such cancellation of their shares.
To the extent that the foregoing information refers to matters that may
occur in the future, please be aware that such forward-looking statements may
differ materially from actual results.
-END-
