SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
M/A/R/C Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $1.00 par value
- --------------------------------------------------------------------------------
(Title and Class of Securities)
552914103
- --------------------------------------------------------------------------------
(CUSIP Number)
Barry J. Wagner, Esq.
Omnicom Group Inc.
437 Madison Avenue
New York, New York 10022
(214) 415-3600
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
September 30, 1999
- --------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box |_|.
Note. Schedules filed in paper format shall include a signed original and
five copies of the Schedule including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 8 Pages)
<PAGE>
CUSIP No. 552914103 13D Page 2 of 8 Pages
---------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Omnicom Group Inc.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO (See Item 3)
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) |_|
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
None
------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 1,176,501
OWNED BY ------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH None
------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,176,501
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,176,501 Shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)**
22.5%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT
** See Section 12 ("Purpose of the Offer and the Merger; Plans for the
Company; the Merger Agreement; the Tender, Voting and Option Agreement;
Other Matters") of the Offer To Purchase, which is incorporated herein by
reference, for a description of the Tender, Voting and Option Agreement,
dated September 30, 1999, among Omnicom Group Inc., Armstong Acquisition
Corp., M/A/R/C Inc., certain Shareholders of M/A/R/C Inc. and certain of
such Shareholders' spouses.
<PAGE>
CUSIP No. 552914103 13D Page 3 of 8 Pages
-----------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Armstrong Acquisition Corp.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO (See Item 3)
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
None
-------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 1,176,501
OWNED BY -------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH None
-------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,176,501
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,176,501 Shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)**
22.5%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT
** See Section 12 ("Purpose of the Offer and the Merger; Plans for the
Company; the Merger Agreement; the Tender, Voting and Option Agreement;
Other Matters") of the Offer To Purchase, which is incorporated herein by
reference, for a description of the Tender, Voting and Option Agreement,
dated September 30, 1999, among Omnicom Group Inc., Armstong Acquisition
Corp., M/A/R/C Inc., certain Shareholders of M/A/R/C Inc. and certain of
such Shareholders' spouses
<PAGE>
This Statement relates to the tender offer by the Armstrong Acquisition
Corp. ("Purchaser"), a Texas corporation and wholly owned subsidiary of Omnicom
Group Inc. ("Parent") to purchase all outstanding Shares (as defined below) of
M/A/R/C Inc., a Texas corporation, at $20.00 per Share, net to the seller in
cash, upon the terms and subject to the conditions set forth in the Offer To
Purchase, dated October 4, 1999 (the "Offer To Purchase"), incorporated by
reference to Exhibit (a)(1) of the Schedule 14D-1, and in the related Letter of
Transmittal, incorporated by reference to Exhibit (a)(2) of the Schedule 14D-1
(which, as amended from time to time, together constitute the "Offer").
Item 1. Security and Issuer.
The name of the issuer is M/A/R/C Inc., a Texas corporation (the
"Issuer"), which has its principal executive offices at 7850 North Belt Line
Road, P.O. Box 650083, Irving, Texas 75063. The title of the securities to which
this Statement relates is the Issuer's common stock, par value $1.00 per share
(the "Shares"). The information set forth in the "Introduction" of the Offer To
Purchase is incorporated herein by reference.
Item 2. Identity and Background.
(a)-(c) and (f) This Statement is being filed by Purchaser and Parent. The
information set forth in Section 9 ("Certain Information Concerning Purchaser
and Parent") and Schedule I ("Directors and Executive Officers of Purchaser and
Parent") of the Offer To Purchase is incorporated herein by reference.
(d)-(e) During the last five years, none of Purchaser, Parent or, to the
best knowledge of Purchaser and Parent, any executive officer or director of
Purchaser or Parent listed in Schedule I ("Directors and Executive Officers of
Purchaser and Parent") (which is incorporated herein by reference) has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which such person
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation of such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The information set forth in Section 10 ("Source and Amount of Funds") of
the Offer To Purchase is incorporated herein by reference.
Page 4
<PAGE>
Item 4. Purpose of Transaction.
(a)-(j) The information set forth in the "Introduction," Section 7
("Effect of the Offer on the Market for Shares, Stock Exchange Listing and
Exchange Act Registration and Qualification of Shares as Margin Securities"),
Section 11 ("Background of the Offer"), Section 12 ("Purpose of the Offer and
the Merger; Plans for the Company; the Merger Agreement; the Tender, Voting and
Option Agreement; Other Matters") and Section 13 ("Dividends and Distributions")
of the Offer To Purchase is incorporated herein by reference.
Item 5. Interest in Securities of the Issuer.
(a)-(d) The information set forth in the "Introduction," Section 9
("Certain Information Concerning Purchaser and Parent"), Section 12 ("Purpose of
the Offer and the Merger; Plans for the Company; the Merger Agreement; the
Tender, Voting and Option Agreement; Other Matters") and in Schedule I
("Directors and Executive Officers of Purchaser and Parent") of the Offer To
Purchase is incorporated herein by reference. Parent, Purchaser, the Issuer,
certain Shareholders of M/A/R/C/ Inc. and certain of such Shareholders' spouses,
who beneficially own approximately 22.5% of the presently outstanding Shares
(the "Shareholder Shares"), have entered into a Tender, Voting and Option
Agreement, dated as of September 30, 1999 (the "Tender, Voting and Option
Agreement"), pursuant to which certain Shareholders of M/A/R/C Inc. and certain
of such Shareholders' spouses have agreed, among other things, (i) to tender in
the Offer all of the Shareholder Shares now owned or which may hereafter be
acquired by certain Shareholders of M/A/R/C Inc. and certain of such
Shareholders' spouses, (ii) to grant to Parent an option to purchase the
Shareholder Shares in certain circumstances, and (iii) to appoint Parent and
Purchaser, or any nominee of Parent and Purchaser, as his or her proxy to vote
the Shareholder Shares on certain defined matters. The Tender, Voting and Option
Agreement is described in more detail in Section 12 ("Purpose of the Offer and
the Merger; Plans for the Company; the Merger Agreement; the Tender, Voting and
Option Agreement; Other Matters") of the Offer To Purchase. As a result of the
Tender, Voting and Option Agreement, each of Purchaser and Parent may be deemed
to beneficially own, and have shared voting power with the respect to, an
aggregate of 1,176,501 Shares (representing approximately 22.5% of the Shares
outstanding on September 30, 1999). However, each of Parent and Purchaser
disclaims beneficial ownership to such Shares, and this Statement shall not be
construed as an admission that either Parent or Purchaser is the beneficial
owner of any securities covered by this Statement.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
The information set forth in the "Introduction," Section 9 ("Certain
Information Concerning Purchaser and Parent"), Section 11 ("Background of the
Offer") and Section 12 ("Purpose of the Offer and the Merger; Plans for the
Company; the Merger Agreement; the Tender, Voting and Option Agreement; Other
Matters") of the Offer To Purchase is incorporated herein by reference.
Page 5
<PAGE>
Item 7. Material to be Filed as Exhibits.
(1) Offer To Purchase, dated October 4, 1999*
(2) Letter of Transmittal*
(3) Agreement and Plan of Merger, dated September 30, 1999, among Omnicom
Group Inc., Armstrong Acquisition Corp. and M/A/R/C Inc.*
(4) Tender, Voting and Option Agreement, dated September 30, 1999, among
Omnicom Group Inc., Armstrong Acquisition Corp., M/A/R/C Inc.,
certain Shareholders of M/A/R/C Inc. and certain of such Shareholders'
spouses*
- ----------
* Incorporated by reference to Schedule 14D-1 filed October 4, 1999 by
Omnicom Group Inc. (Commission File No. 1-10551) and its wholly owned
subsidiary, Armstrong Acquisition Corp.
Page 6
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: October 8, 1999 Armstrong Acquisition Corp.
By: /s/ Barry J. Wagner
-------------------
Name: Barry J. Wagner
Title: Secretary
Omnicom Group Inc.
By: /s/ Barry J. Wagner
-------------------
Name: Barry J. Wagner
Title: General Counsel and Secretary
Page 7
<PAGE>
EXHIBIT INDEX
No. Description
- --- -----------
(1) Offer To Purchase, dated October 4, 1999*
(2) Letter of Transmittal*
(3) Agreement and Plan of Merger, dated September 30, 1999, among Omnicom
Group Inc., Armstrong Acquisition Corp. and M/A/R/C Inc.*
(4) Tender, Voting and Option Agreement, dated September 30, 1999, among
Omnicom Group Inc., Armstrong Acquisition Corp., M/A/R/C Inc.,
certain Shareholders of M/A/R/C Inc. and certain of such Shareholders'
spouses*
- ----------
* Incorporated by reference to Schedule 14D-1 filed October 4, 1999 by
Omnicom Group Inc. (Commission File No. 1-10551) and its wholly owned
subsidiary, Armstrong Acquisition Corp.
Page 8
