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) NOVEMBER 30, 1999
MKR HOLDINGS
(Exact Name of Registrant as Specified in Charter)
UTAH 0-24556 87-0372759
- -------------------------------- ----------------- ------------------
(State or Other Jurisdiction of (Commission (IRS Employer
Incorporation) File Number) Identification No.)
1070 WEST 2300 SOUTH, SALT LAKE CITY, UTAH 84119
- -----------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number,
including area code: (801) 972-2100
---------------
MARKER INTERNATIONAL
- ------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
Item 2. ACQUISITION OR DISPOSITION OF ASSETS.
As of November 30, 1999 (the "Closing Date"), MKR Holdings f/k/a
Marker International (the "Company") sold substantially all of its assets
(including the equity securities of its subsidiaries) to Marker International
GmbH, a GmbH organized under the laws of Switzerland ("Newco") pursuant to an
asset purchase agreement (as amended by the Amendment to the Asset Purchase
Agreement dated as of September 20, 1999, the "Purchase Agreement") between the
Company and Newco. In exchange, Newco assumed certain liabilities of the Company
and the Company received a 15% equity interest in Newco. The remaining 85%
equity interest in Newco is held by CT Sports Holding AG ("CT"), a joint venture
between Tecnica S.p.A. and H.D. Cleven, the principal shareholder of the Volkl
Group. CT transferred $13,974,499, in a combination of debt and equity, to Newco
in consideration for its 85% equity interest in Newco.
In connection with the Purchase Agreement, the Company and CT entered
into an operating agreement which, among other things, grants CT an option (the
"Option") to purchase the Company's 15% equity interest in Newco at any time on
or after the second anniversary of the consummation date of the Company's plan
of reorganization at the then fair market value, subject to reduction in an
amount equal to the sum of: (x) all unreimbursed advances (currently estimated
to be $300,000 per year) and litigation costs, if any, incurred by Newco under
Sections 10(b)(i) and (ii) of the Purchase Agreement, together with accrued
interest thereon, plus (y) $775,000. The proceeds of the exercise of the Option
will then be distributed to the shareholders of the Company in liquidation. (In
determining the fair market value, all of CT's transfer of the $13,974,499 will
be considered as equity.)
In connection with the Purchase Agreement, the Company reached
agreements-in- principle regarding the restructuring of its debt and the
treatment of such debt under a plan of reorganization with its creditors that
are impaired under the plan of reorganization. On August 19, 1999, the Company,
DNR North America, Inc. and DNR USA, Inc. (collectively, the "Debtors") filed
voluntary petitions for relief under Chapter 11 of the United States Bankruptcy
Code in the United States Bankruptcy Court for the District of Delaware (the
"Bankruptcy Court"). On September 22, 1999, the Debtors filed the First Amended
Joint Chapter 11 Plan of Reorganization (as amended by the Amendment to the
First Amended Joint Chapter 11 Plan of Reorganization, dated as of October 25,
1999, the "Plan") and a related disclosure statement (the "Disclosure
Statement"). By order dated September 22, 1999, the Bankruptcy Court approved
the Disclosure Statement as containing adequate information. The Disclosure
Statement and the Plan were subsequently distributed to the Debtors' creditors
and shareholders for approval, which was subsequently obtained. On October 27,
1999, the Plan was confirmed by order of the Bankruptcy Court (the "Confirmation
Order"). Pursuant to the Confirmation Order, the Bankruptcy Court approved the
Plan and the Purchase Agreement on October 27, 1999.
The Company is no longer engaged in the conduct of business and will
operate for the sole purpose of holding and subsequently liquidating its assets
(including, without limitation, its equity interest in Newco). The Company is
required to dissolve and liquidate all of its assets no earlier than November
30, 2002, and no later than November 30, 2004. If the Option is not exercised
prior to liquidation, then upon liquidation the shareholders of the Company will
receive an equity interest in Newco equal to each shareholder's pro rata share
of the Company's 15% equity interest in Newco.
On December 6, 1999, the Company issued the press release filed
herewith as exhibit 99.1.
<PAGE>
Item 5. OTHER EVENTS.
Pursuant to the Purchase Agreement and the Plan, on December 6, 1999,
the Company changed its name to MKR Holdings. Pursuant to the Plan, the business
and affairs of the Company will be managed by and under the direction of a Board
of Directors which shall consist of the following three members: Louis M.
Alpern, Kevin Hardy and Henry E. Tauber.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) FINANCIAL STATEMENTS.
None.
(b) PRO FORMA FINANCIAL INFORMATION.
None.
(c) EXHIBITS.
99.1 Press Release, dated December 6, 1999.
<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.
MKR HOLDINGS
By: /s/ KEVIN HARDY
----------------------------
Name: Kevin Hardy
Title: President
Dated: December 8, 1999
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
99.1 Press Release, dated December 6, 1999.
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
DECEMBER 6, 1999
Contact: Peter Weaver
President - Marker International GmbH
Telephone: (801) 972-2100
Facsimile: (801) 972-1011
Contact: Kevin Hardy
President - Marker International (MKR Holdings)
1070 West 2300 South
Salt Lake City, Utah 84119
Telephone: (801) 972-2100
Facsimile: (801) 972-1011
MARKER INTERNATIONAL ANNOUNCES COMPLETION of SALE
Salt Lake City, Utah - Marker International (OTC Bulletin Board: MRKR) a leading
manufacturer and marketer of alpine ski bindings, announced today that it
consummated the previously announced sale of substantially all of its assets
(including the equity securities of its subsidiaries) to Marker International
GmbH, a Swiss GmbH, 85% of which is owned by CT Sports Holding AG, a joint
venture between Tecnica S.p.A. and H.D. Cleven, the principal shareholder of the
Volkl Group. CT Sports Holding AG transferred approximately $14.0 million, in a
combination of debt and equity, to Marker International GmbH in consideration
for its 85% equity interest. In exchange for substantially all its assets,
Marker International received the remaining 15% equity interest in Marker
International GmbH. The sale was effected through a pre-negotiated voluntary
reorganization of Marker International under Chapter 11 of the United States
Bankruptcy Code, which was confirmed by the United States Bankruptcy Court for
the District of Delaware on October 27, 1999. Marker International also
announced that it is changing its name to MKR Holdings. The trading symbol for
its common stock will remain the same.
CEO of Marker International GmbH, Peter Weaver commented on the completion of
the sale, "When we structured the new investment in Marker, we had two
objectives - solving immediate credit problems and finding a long term strategic
partner for our products. We intend to continue the tradition of innovation and
technical performance in Marker products so that customers have a reason to
choose our products. At the same time, we are utilizing the synergy of the
brands. The individual brands - Marker, Tecnica and Volkl - will remain strong
in their own right, and the companies will be able to cooperate effectively in
research, development, sales and marketing."
CT Sports Holding AG has the option to purchase Marker International's 15%
equity interest in Marker International GmbH at any time on or after the second
anniversary of the consummation date of Marker's plan of reorganization at the
then fair market value, subject to certain reductions as referenced in the asset
purchase agreement.
As contemplated by the asset purchase agreement and the plan of reorganization,
Marker International will no longer be engaged in the conduct of business and
will operate for the sole purpose of holding and subsequently liquidating its
assets (including, without limitation, its 15% equity interest in Marker
International GmbH). If CT does not exercise its option, Marker International is
required to dissolve and liquidate all of its assets no earlier than November
30, 2002, and no later than November 30, 2004. Upon liquidation the shareholders
of Marker International will receive an equity interest in Marker International
GmbH equal to each shareholder's pro rata share of the Marker's 15% equity
interest in Marker International GmbH.
Marker management, research, development and production are based in Eschenlohe,
Germany. Founded in 1952, by Hannes Marker, the company continues its leadership
role in bringing new technology to ski equipment.
CERTAIN STATEMENTS INCLUDED ABOVE WHICH ARE NOT STATEMENTS OF HISTORICAL FACT
ARE INTENDED TO BE, AND ARE HEREBY IDENTIFIED AS, "FORWARD-LOOKING STATEMENTS"
AS DEFINED IN THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND INVOLVE KNOWN
AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH MAY CAUSE THE ACTUAL
RESULTS, PERFORMANCE OR ACHIEVEMENTS OF MARKER INTERNATIONAL TO BE MATERIALLY
DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENT EXPRESSED OR
IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS.
