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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(Pursuant to Section 13(e)(1) of the
Securities Exchange Act of 1934)
AMENDMENT NO. 1
MARKET FACTS, INC.
(Name of Issuer)
MARKET FACTS, INC.
(Name of Person(s) Filing Statement)
Common Stock
(Title of Class of Securities)
570559-10-4
(CUSIP Number of Class of Securities)
Glenn W. Schmidt Copy to:
Executive Vice President Janet O. Love
Market Facts, Inc. Keck, Mahin & Cate
3040 West Salt Creek Lane 77 West Wacker Drive
Arlington Heights, IL 60005 Chicago, IL 60601
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Person(s) Filing Statement)
June 11, 1996
(Date Tender Offer First Published, Sent or Given to Security Holders)
CALCULATION OF FILING FEE
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Transaction Valuation* Amount of Filing Fee
$13,050,000 $2,610
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*Calculated solely for the purpose of determining the filing fee, based upon the
purchase of 900,000 shares at $14.50 per share.
[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
Amount Previously Paid: $2,610 Filing Party: Market Facts, Inc.
Form or Registration No.: Schedule 13E-4 Date Filed: June 11, 1996
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This Amendment No. 1 amends and supplements the Issuer Tender Offer
Statement on Schedule 13E-4 dated June 11, 1996 (file no. 5-20859), filed by
Market Facts, Inc., a Delaware corporation (the "Company"), relating to the
offer by the Company to purchase up to 900,000 shares of its Common Stock, $1.00
par value per share (the "Shares"), at $14.50 per Share, net to the seller in
cash.
Item 1. Security and Issuer.
Item 1 is hereby amended to add the following paragraph at the end thereof:
The Company's Offer (as defined in the Offer to Purchase dated June 11,
1996) shall remain open until 5:00 P.M., New York City Time, on Wednesday, July
10, 1996. All other terms and conditions contained in the Offer to Purchase
remain unchanged.
Item 9. Material to Be Filed as Exhibits
99(a)(2)(i) Guidelines For Certification of Taxpayer Identification
Number on Substitute Form W-9.*
99(a)(11) Text of Press Release issued by the Company, dated June 21,
1996.
* Previously omitted from Exhibit 99(a)(2) in the initial filing of the
Schedule 13E-4 on June 11, 1996.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Amendment No. 1 to Schedule 13E-4 is
true, complete and correct.
June 21, 1996
MARKET FACTS, INC.
By: /s/ Glenn W. Schmidt
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Name: Glenn W. Schmidt
Title: Executive Vice President
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EXHIBIT INDEX
Exhibit
No.
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99(a)(2)(i) Guidelines For Certification of Taxpayer Identification
Number on Substitute Form W-9.*
99(a)(11) Text of Press Release issued by the Company, dated June 21, 1996.
* Previously omitted from Exhibit 99(a)(2) in the initial filing of the
Schedule 13E-4 on June 11, 1996.
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EXHIBIT 99(A)(2)(I)
Guidelines For Certification of
Taxpayer Identification Number on
Substitute Form W-9
Purpose of Form. A person who is required to file an information return with
the IRS must get your correct TIN to report income paid to you, real estate
transactions, mortgage interest you paid, the acquisition or abandonment of
secured property, cancellation of debt, or contributions you made to an IRA.
Use Form W-9 to give your correct TIN to the requester (the person requesting
your TIN) and, when applicable, (1) to certify the TIN you are giving is
correct (or you are waiting for a number to be issued), (2) to certify you are
not subject to backup withholding, or (3) to claim exemption from backup
withholding if you are an exempt payee. Giving your correct TIN and making the
appropriate certification will prevent certain payments from being subject to
backup withholding.
Note: If a requester gives you a form other than a W-9 to request your TIN, you
must use the requester's form if it is substantially similar to this W-9 form.
What is Backup Withholding? -- Persons making certain payments to you must
withhold and pay to the IRS 31% of such payments under certain conditions. This
is called "backup withholding." Payments that could be subject to backup
withholding include interest, dividends, broker and barter transactions, rents,
royalties, nonemployee pay, and certain payments from fishing boat operators.
Real estate transactions are not subject to backup withholding.
If you give the requester your correct TIN, make the proper certification,
and report all your taxable interest and dividends on your tax return, your
payments will not be subject to backup withholding. Payments you receive will
be subject to backup withholding if:
1. You do not furnish your TIN to the requester, or
2. The IRS tells the requester that you furnished an incorrect TIN, or
3. The IRS tells you that you are subject to backup withholding because
you did not report all your interest and dividends on your tax return
(for reportable interest and dividends only), or
4. You do not certify to the requester that you are not subject to backup
withholding under 3 above (for reportable interest and dividend
accounts opened after 1983 only), or
5. You do not certify your TIN. See the Part III instructions for
exceptions.
Certain payees and payments are exempt from backup withholding and
information reporting. See the Part II instructions and the separate
Instructions for the Requester of Form W-9.
How to Get a TIN. -- If you do not have a TIN, apply for one immediately.
To apply, get Form SS-5, Application for a Social Security Number Card (for
individuals), from your local office of the Social Security Administration, or
Form SS-4 Application for Employee Identification Number (for businesses and all
other entities), from your local IRS office.
If you do not have a TIN, write "Applied For" in the space for the TIN in
Part I, sign and date the form, and give it to the requester. Generally, you
will then have 60 days to get a TIN and give it to the requester. If the
requester does not receive your TIN within 60 days, backup withholding, if
applicable, will begin and continue until you furnish your TIN.
Note: Writing "Applied For" on the form means that you have already applied
for a TIN OR that you intend to apply for one soon.
As soon as you receive your TIN, complete another Form W-9, include your
TIN, sign and date the form, and give it to the requester.
Penalties
Failure To Furnish TIN. -- If you fail to furnish your correct TIN to a
requester, you are subject to a penalty of $50 for each such failure unless your
failure is due to reasonable cause and not to willful neglect.
Civil Penalty for False Information With Respect to Withholding. -- If you make
a false statement with no reasonable basis that results in no backup
withholding, you are subject to a $500 penalty.
Criminal Penalty for Falsifying Information. -- Willfully falsifying
certifications or affirmations may subject you to criminal penalties including
fines and/or imprisonments.
Misuse of TINs. -- If the requester discloses or uses TINs in violation of
Federal law, the requester may be subject to civil and criminal penalties.
Specific Instructions
Name. -- If you are an individual, you must generally enter the name shown on
your social security card. However, if you have changed your last name, for
instance, due to marriage, without informing the Social Security Administration
of the name change, please enter your first name, the last name shown on your
social security card, and your new last name.
Sole Proprietor. -- You must enter your individual name. (Enter either your
SSN or EIN in Part I.) You may also enter your business name or "doing business
as" name on the business name line. Enter your name as shown on your social
security card and business name as it was used to apply for your EIN on Form
SS-4.
Part I -- Taxpayer Identification Number (TIN)
You must enter your TIN in the appropriate box. If you are a sole proprietor,
you may enter your SSN or EIN. Also see the chart below for further
clarification of name and TIN combinations. If you do not have a TIN, follow
the instructions under How To Get a TIN above.
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Part II -- For Payees Exempt From Backup Withholding
Individuals (including sole proprietors) are not exempt from backup withholding.
Corporations are exempt from backup withholding for certain payments, such as
interest and dividends. For a complete list of exempt payees, see the separate
instructions for the Requester of Form W-9.
If you are exempt from backup withholding, you should still complete this
form to avoid possible erroneous backup withholding. Enter your correct TIN in
Part I, write "Exempt" in Part II, and sign and date the form. If you are a
nonresident alien or a foreign entity not subject to backup withholding, give
the requester a completed Form W-8, Certificate of Foreign Status.
Part III -- Certification
For a joint account, only the person whose TIN is shown in Part I should sign.
1. Interest, Dividend, and Barter Exchange Accounts Opened Before 1984 and
Broker Accounts Considered Active During 1983. You must give your correct TIN,
but you do not have to sign the certification.
2. Interest, Dividend, Broker and Barter Exchange Accounts Opened After
1983 and Broker Accounts Considered Inactive During 1983. You must sign the
certification or backup withholding will apply. If you are subject to backup
withholding and you are merely providing your correct TIN to the requester, you
must cross out item E(2) in the certification before signing the form.
3. Real Estate Transactions. You must sign the certification. You may
cross out item E(2) of the certification.
4. Other Payments. You must give your correct TIN, but you do not have to
sign the certification unless you have been notified of an incorrect TIN. Other
payments include payments made in the course of the requester's trade or
business for rents, royalties, goods (other than bills for merchandise), medical
and health care services, payments to a nonemployee for services (including
attorney and accounting fees), and payments to certain fishing boat crew
members.
5. Mortgage Interest Paid by You, Acquisition or Abandonment of Secured
Property, Cancellation of Debt, or IRA Contributions. You must give your correct
TIN, but you do not have to sign the certification.
Privacy Act Notice
Section 6109 requires you to give your correct TIN to persons who must file
information returns with the IRS to report interest, dividends, and certain
other income paid to you, mortgage interest you paid, the acquisition or
abandonment of secured property, cancellation of debt, or contributions you made
to an IRA. The IRS uses the numbers for identification purposes and to help
verify the accuracy of your tax return. You must provide your TIN whether or not
you are required to file a tax return. Payers must generally withhold 31% of
taxable interest, dividend, and certain other payments to a payee who does not
give a TIN to a payer. Certain penalties may also apply.
What Name and Number to Give the Requester
For this type of account: Give name and SSN of:
1. Individual The individual
2. Two or more individuals (joint account) The actual owner of the
account or, if combined
funds, the first individual
on the account 1
3. Custodian account of a minor (Uniform Gift The minor 2
to Minors Act)
4. a. The usual revocable savings trust The grantor-trustee 1
(grantor is also trustee)
b. So-called trust account that is not a The actual owner 1
legal or valid trust under state law
5. Sole proprietorship The owner 3
For this type of account: Give name and EIN of:
6. Sole proprietorship The owner 3
7. A valid trust, estate or pension trust Legal entity 4
8. Corporate The corporation
9. Association, club, religious, charitable, The organization
educational, or other tax-exempt
organization
10. Partnership The partnership
11. A broker or registered nominee The broker or nominee
12. Account with the Department of Agriculture The public entity
in the name of a public entity (such as a
state or local government, school
district, or prison) that receives
agricultural program payments
1 List first and circle the name of the person whose number you furnish.
2 Circle the minor's name and furnish the minor's SSN.
3 You must show your individual name, but you may also enter your business or
"doing business as" name. You may either use your SSN or EIN.
4 List first and circle the name of the legal trust, estate, or pension trust.
(Do not furnish the TIN of the personal representative or trustee unless the
legal entity itself if not designated in the account title.)
Note: If no name is circled when more than one name is listed, the number will
be considered to be that of the first name listed.
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Exhibit 99(A)(11)
MARKET FACTS ANNOUNCES EXTENSION OF TENDER OFFER
Arlington Heights, Illinois, June 21, 1996 -- Market Facts, Inc. (Nasdaq
MFAC) announced today that it has extended by one day the expiration date of its
recent tender offer for 900,000 of its common shares at $14.50 per share until
5:00 P.M., New York City time, Wednesday, July 10, 1996. All other terms and
conditions to the tender offer remain unchanged.
Additional information may be obtained from the Information Agent for the
offer, First Chicago Trust Company of New York, at 1-800-438-0057.
