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) June 26, 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.)
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Item 3. Bankruptcy or Receivership
(b)(1),(2) On June 26, 2000, the United States Bankruptcy for the District
of South Carolina entered its Order confirming the Amended Plan of
Reorganization filed by Martin Color-Fi, Inc. on May 17, 2000. The
Order is subject to appeal for a period of ten days.
(3) The Plan provides for the merger of Martin Color-Fi, Inc. with and
into MCF Acquisition, Inc., a wholly-owned subsidiary of Dimeling,
Schreiber and Park, a Pennsylvania general partnership. As a result of
the merger, Dimeling, Schreiber and Park will become the owner of 100%
of the voting securities of Martin Color-Fi, Inc. The transaction is
subject to the conditions set forth in the Agreement and Plan of
Merger, by and among Dimeling, Schreiber and Park, MCF Acquisition and
Martin Color-Fi, Inc., dated as of February 29, 2000 and amended as of
June 26, 2000.
(4) As of the date of confirmation of the Plan, approximately 6,730,284
shares of Martin Color-Fi, Inc. common stock were outstanding. Upon
consummation of the merger between MCF Acquisition, Inc. and Martin
Color-Fi, Inc., all of such outstanding shares will be cancelled. The
Plan does not provide for any recovery for existing shareholders.
After the merger, Dimeling, Schreiber and Park will be the sole
shareholder of Martin Color-Fi, Inc.
(5) A balance sheet of Martin Color-Fi as of May 28, 2000 is set forth
below.
MARTIN COLOR-FI, INC. BALANCE SHEET
May 28, 2000
(Unaudited)
Assets
Current Assets:
Cash ....................................... $ 522,336
Escrow of sales proceeds ................... 67,914
Accounts receivable, net ................... 7,878,007
Inventories ................................ 12,428,314
Prepaid expenses ........................... 263,302
Income tax receivable ...................... 1,027,772
Assets subject to compromise ............... 290,453
------------
Total current assets ............................ $ 22,478,098
------------
Property, plant and equipment, net .............. 18,746,360
Due from subsidiary ............................. -
Investment in subsidiary......................... -
Goodwill ........................................ -
Other assets .................................... 5,950,676
------------
Total assets .................................... $ 47,175,134
============
Liabilities
Current Liabilities:
Accounts payable and accrued expenses ...... $ 2,092,130
Liabilities subject to compromise .......... 56,664,856
------------
Total current liabilities ....................... $ 58,756,986
Other liabilities:
Deferred income tax ........................ $ 4,015,772
Long-term debt subject to compromise ....... 73,122
Due to parent .............................. -
Other non-current liabilities .............. -
------------
Total liabilities ............................... $62,845,880
Shareholders' equity
Capital stock ................................... $ 831,832
Paid in capital ................................. 20,091,557
Retained earnings ............................... (36,594,135)
------------
Total shareholders' equity ...................... (15,670,746)
------------
Total liabilities & shareholders equity ......... $ 47,175,134
=============
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Item 7. Financial Statements and Exhibits.
Exhibit No. Description
(from Item 601
of Regulation S-K)
2.1 Plan of Reorganization, filed May 17, 2000, and
amendment thereto
2.2 Agreement and Plan of Merger by and among
Dimeling, Schreiber and Park, MCF Acquisition,
Inc. and Martin Color-Fi, Inc., and amendment
thereto.
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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.
MARTIN COLOR-FI, INC.
-------------------------------------
(Registrant)
s/Gregory W. Anderson
Date: July 10, 2000 By:----------------------------------
Gregory W. Anderson
Its Senior Vice President
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EXHIBIT INDEX
Exhibit No. Description
(from Item 601
of Regulation S-K)
2.1 Plan of Reorganization, filed May 17, 2000, and
amendment thereto
2.2 Agreement and Plan of Merger by and among
Dimeling, Schreiber and Park, MCF Acquisition,
Inc. and Martin Color-Fi, Inc., and amendment
thereto.
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