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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) June 5, 1996
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MARKET FACTS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-4781 36-2061602
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
3040 West Salt Creek Lane, Arlington Heights, Illinois 60005
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (847) 590-7000
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Not Applicable
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
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On June 5, 1996, Market Facts, Inc. (the "Registrant") amended its
Rights Agreement dated as of July 26, 1989 (the "Rights Agreement") with First
Chicago Trust Company of New York (the "Rights Agent") by entering into a First
Amendment to Rights Agreement dated as of June 5, 1996 (the "Amendment") with
the Rights Agent. Capitalized terms used and not otherwise defined herein have
the meanings ascribed to them in the Rights Agreement and the Amendment.
The Rights Agreement was amended to (i) permit the MFI Investors to
purchase up to the MFI Investors' Percentage of the Common Shares without
becoming an Acquiring Person, and (ii) modify the definition of "beneficial
ownership" to provide that no person (other than the MFI Investors) will be
deemed to beneficially own any securities beneficially owned by any of the MFI
Investors unless and until any of the MFI Investors become an Acquiring Person.
The Rights Agreement was also amended to modify the definition of
"Acquiring Person" to provide that if the Board of Directors determines that a
person who would otherwise be an Acquiring Person has become such inadvertently,
and such person divests, as promptly as possible, a sufficient number of Common
Shares so that such person would no longer be an Acquiring Person, then such
person will not, solely as a result of such inadvertent acquisition, become an
Acquiring Person.
A copy of the Amendment is attached hereto as Exhibit 1 and is
incorporated by reference. The foregoing description of the Amendment does not
purport to be complete and is qualified in its entirety by reference to the
Amendment.
Item 7. Financial Statements and Exhibits.
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(c) Exhibits
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(4) First Amendment to Rights Agreement dated as of June 5, 1996 by and
between the Registrant and First Chicago Trust Company of New York.
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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.
MARKET FACTS, INC.
Dated: June 13, 1996 By: /s/ Glenn W. Schmidt
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Glenn W. Schmidt
Executive Vice President
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EXHIBIT INDEX
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Exhibit No. Description Page
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(4) First Amendment to Rights Agreement dated as
of June 5, 1996 by and between the Registrant
and First Chicago Trust Company of New York.
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Exhibit (4)
FIRST AMENDMENT TO RIGHTS AGREEMENT
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This FIRST AMENDMENT TO RIGHTS AGREEMENT (the "Amendment") is made and
entered into as of June 5, 1996 by and between MARKET FACTS, INC. a Delaware
corporation (the "Company") and FIRST CHICAGO TRUST COMPANY OF NEW YORK (the
"Rights Agent").
R E C I T A L S:
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A. The Company and the Rights Agent are parties to that certain Rights
Agreement dated as of July 26, 1989 (the "Rights Agreement").
B. The parties desire to amend the terms and conditions of the Agreement.
In consideration of the foregoing, the mutual covenants and agreements
contained herein and in the Rights Agreement, and for other valuable
consideration, the receipt and adequacy of which is hereby acknowledged, the
parties agree as follows:
1. All capitalized terms used herein and not otherwise defined shall
have the meanings given to them in the Rights Agreement.
2. The following is added to the end of the definition of "Acquiring
Person" in Section 1(a) of the Rights Agreement:
Notwithstanding anything contained in this Agreement to the contrary,
none of the MFI Investors (as such term is hereinafter defined) shall
become an Acquiring Person unless and until the MFI Investors in the
aggregate Beneficially Own more than the MFI Investors' Percentage (as
such term is hereinafter defined) of the Common Shares then
outstanding; provided, however, that none of the MFI Investors shall
become an Acquiring Person if the MFI Investors shall in the aggregate
Beneficially Own more than the MFI Investors' Percentage of the Common
Shares then outstanding solely as a result of a reduction in the
number of Common Shares outstanding due to the repurchase of Common
Shares by the Company, unless and until such time as any of the MFI
Investors shall purchase or otherwise become the Beneficial Owner of
any additional Common Shares. Notwithstanding the foregoing, if the
Board of Directors of the Company determines in good faith that a
Person who would otherwise be an "Acquiring Person" as defined
pursuant to the foregoing provisions of this paragraph (a), has become
such inadvertently, and such Person divests, as promptly as
practicable, a sufficient number of Common Shares so that such Person
would no longer be an "Acquiring Person", as defined pursuant to the
foregoing provisions of this paragraph (a), then such Person shall
not, solely as a result of such inadvertent acquisition, become an
"Acquiring Person" for any purpose of this Agreement.
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3. The last sentence in the definition of "Beneficial Ownership" in
Section 1(c) of the Rights Agreement shall be amended to read as follows:
Notwithstanding anything in this definition of Beneficial Ownership to
the contrary, (1) the phrase "then outstanding" when used with
reference to a Person's Beneficial Ownership of securities of the
Company, shall include the number of such securities not then actually
issued and outstanding which such Person would be deemed to own
beneficially hereunder, (2) no Person (other than the MFI Investors)
shall be deemed to Beneficially Own any securities Beneficially Owned
by any of the MFI Investors unless and until any of the MFI Investors
become an Acquiring Person, and (3) the President of the Company and
his successors and assigns shall not be deemed to Beneficially Own any
securities Beneficially Owned by the MFI Investors as a result of the
irrevocable proxy delivered to him pursuant to Section 6.3(e) of the
Investment Agreement.
4. The following is added to the end of the definition of "Voting
Stock" in Section 1(o) of the Rights Agreement:
Notwithstanding anything in this Agreement to the contrary, the
Preferred Shares (as such term is defined in the Investment Agreement)
shall not be deemed to be "Voting Stock."
5. The following are added to the definitions in Section 1 of the
Rights Agreement:
"Investment Agreement" shall mean the Investment Agreement to be
executed on or about June 6, 1996 by and among the Company, MFI Associates,
Inc., a Delaware corporation, and MFI Investors L.P, a Delaware limited
partnership, as the same may be amended and modified from time to time.
"MFI Investors" shall mean MFI Investors L.P., a Delaware limited
partnership, and the other Standstill Persons (as such term is defined in the
Investment Agreement).
"MFI Investors' Percentage" shall mean either (i) 37.5%, or (ii) 20%,
if, at any time after the issuance of the Convertible Note (as such term is
defined in the Investment Agreement) to MFI Investors L.P, the MFI Investors
shall in the aggregate Beneficially Own less than 15% of the Common Shares then
outstanding.
6. The first sentence of Section 3(a) of the Rights Agreement shall
be amended to read as follows:
Until the earlier of (i) the Close of Business on the tenth day after
the Share Acquisition Date or (ii) the Close of Business on the tenth
Business Day (or such later date as may be determined by action of the
Board of Directors prior to such time as any Person becomes an
Acquiring Person) after the date of the com-
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mencement by any Person (other than the Company, any Subsidiary of the
Company, any employee benefit plan or employee stock ownership plan of
the Company or any Subsidiary of the Company or any entity holding
Common Shares for or pursuant to the terms of any such plan) of, or
the first public announcement of the intention of any Person (other
than the Company, any Subsidiary of the Company, any employee benefit
plan or employee stock ownership plan of the Company or any Subsidiary
of the Company or any entity holding Common Shares for or pursuant to
the terms of any such plan) to commence, a tender or exchange offer
the consummation of which would result in any Person becoming an
Acquiring Person (including any such date which is after the date of
this Agreement and prior to the issuance of the Rights; the earlier of
such dates described in clauses (i) and (ii) above being herein
referred to as the "Distribution Date"), (x) the Rights will be
evidenced (subject to the provisions of Section 3(b) and (c) hereof)
by the certificates for Common Shares registered in the names of the
holders thereof (which certificates in each case shall also be deemed
to be Right Certificates) and not by separate Right Certificates, and
(y) the right to receive Right Certificates will be transferable only
in connection with the transfer of Common Shares.
7. Except as otherwise provided herein, the Rights Agreement shall
remain unchanged and in full force and effect.
8. This Amendment may be executed in any number of counterparts,
each of which shall be deemed an original, and all of which together shall
constitute one and the same instrument.
9. This Amendment shall be deemed to be a contract made under the
laws of the State of Delaware and for all purposes shall be governed by and
construed in accordance with the laws of such State applicable to contracts to
be made and performed entirely within such State.
[Intentionally blank]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed, all as of the day and year first above written.
MARKET FACTS, INC.
By: /s/ Glenn W. Schmidt
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Glenn W. Schmidt
Executive Vice President
FIRST CHICAGO TRUST COMPANY
OF NEW YORK
By: /s/ Michael Kane
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Michael Kane
Assistant Vice President
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