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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. 3
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)
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CALCULATION OF FILING FEE
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TRANSACTION VALUATION* AMOUNT OF FILING FEE
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$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.
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[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. 3 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 Offer expired at 5:00 P.M., New York City time, on Wednesday, July 10,
1996. At that time, the Company received tenders for a total of 838,807 Shares.
In accordance with the terms of the Offer, the Company will purchase, for $14.50
per Share in cash, the 838,807 Shares from all tendering shareholders.
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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. 3 to Schedule 13E-4 is
true, complete and correct.
July 18, 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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