SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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) AUGUST 19, 1999
MARKER INTERNATIONAL
(Exact Name of Registrant as Specified in Charter)
UTAH 0-24556 87-037275
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(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
N/A
(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
Item 3. BANKRUPTCY OR RECEIVERSHIP.
On August 19, 1999, Marker International (the "Company"), in conjunction
with two of its wholly-owned subsidiaries, DNR USA, Inc. and DNR North America,
Inc., filed a voluntary petition for relief under Chapter 11 of the United
States Code with the United States Bankruptcy Court for the District of Delaware
(the "Court"). Accompanying the voluntary petition, the Company, DNR USA, Inc.
and DNR North America, Inc. filed a pre-negotiated plan of reorganization (the
"Plan") and the related disclosure statement. The Company, DNR USA, Inc. and DNR
North America, Inc. will be debtors in possession in the proceeding which is
captioned In re DNR USA, Inc., DNR North America, Inc. and Marker International,
Debtors (Case No. 99-2880 (MFW) (Jointly Administered)) and will continue to
operate their businesses, subject to the supervision and orders of the Court.
The Company's other subsidiaries will not be affected by the filing of the Plan.
The Company previously entered into a definitive asset purchase agreement
(the "Purchase Agreement") with Marker International GmbH ("Newco"), providing
for the sale by the Company of substantially all of its assets (including the
equity securities of its subsidiaries) to Newco. In exchange, Newco will assume
certain liabilities of the Company and the Company will receive a 15% equity
interest in Newco. The remaining 85% equity interest in Newco will be held by CT
Sports Holding AG ("CT"), a newly formed joint venture between Tecnica S.p.A.
and H.D. Cleven, the principal shareholder of the Volkl Group. The Purchase
Agreement provides for the consummation of the sale to be effected in connection
with the Plan.
Pursuant to the terms of the Purchase Agreement, CT will contribute
$15,000,000 in cash (subject to reduction by $1,025,501 as a result of the
consummation of the sale of the 66.66% equity interest in Marker Canada, Ltd.)
to Newco in consideration for an 85% equity interest in Newco. Newco is a GmbH
organized under the laws of Switzerland and is currently a wholly-owned
subsidiary of CT. In connection with the Purchase Agreement, the Company and CT
will enter into an operating agreement which, among other things, will provide
that CT will be granted 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 plan of reorganization at the then fair market value,
subject to certain adjustments. The proceeds of the exercise of the Option will
then be distributed to the shareholders of the Company in liquidation.
The confirmation hearing for approval of the Plan has been scheduled for
October 27, 1999. The Company expects to consummate the transactions
contemplated by the Purchase Agreement and the Plan in the Company's third
fiscal quarter, subject to, among other things, the Court's approval of the
proposed sale, the Court's confirmation of the Plan and the issuance of consents
or waivers by various third parties.
A copy of the press release dated August 20, 1999 is attached to this
Current Report on Form 8-K as Exhibit 99.1.
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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 August 20, 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.
MARKER INTERNATIONAL
By: /S/ KEVIN HARDY
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Name: Kevin Hardy
Title: Chief Financial Officer
Dated: August 23, 1999
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
99.1 Press release dated August 20, 1999.
EXHIBIT 99.1
August 20, 1999
PRESS RELEASE INFORMATION
MARKER INTERNATIONAL RESTRUCTURING NEARS COMPLETION
Marker International reached a major milestone in its efforts to restructure the
company. The company has been working to complete an investment by CT Sports (a
partnership between Tecnica and Volkl).
A Purchase Agreement between the companies was signed on July 30, 1999. Pursuant
to the terms of the Purchase Agreement, CT Sports will own an 85% equity
interest, and Marker will own a 15% equity interest, in Marker International
GmbH, the company to which substantially all of the assets of Marker will be
transferred. A prerequisite of this Purchase Agreement is the filing of a
pre-negotiated Chapter 11 bankruptcy proceeding. This sets the stage for Marker
to obtain court approval of the restructured debt and lending agreements that
have been successfully negotiated. On August 19, 1999, Marker International, DNR
North America and DNR USA filed this pre-negotiated proceeding. The operating
subsidiaries of Marker International are not in any bankruptcy proceedings and
will continue to service and supply the customers around the world.
Marker expects that the restructuring plan will be confirmed by the court by
November 1999. Peter Weaver, CEO of Marker, commented on this development, "This
is very positive news for Marker. As a pre-negotiated proceeding, we have every
reason to believe that the path is now clear for the investment in Marker to
take place shortly after confirmation of the restructuring plan. The creditor
group has been supportive of Marker as an on-going business. The business is
aggressively moving forward with improvements in our production operations,
marketing and distribution programs and new product development programs for the
upcoming years. Discontinuing the snowboard business stopped all losses in this
category and we have been able to focus our resources on keeping the premium
position for ski bindings. The licensing of the Marker apparel brand has been
successful for both Marker and the licensee."
For further information, contact:
Peter C. Weaver, President and Chief Executive Officer
Marker International
(800) 462-7537
Kevin Hardy, Chief Financial Officer
Marker International
(800) 462-7537
