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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. 2
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. 2 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 9. MATERIAL TO BE FILED AS EXHIBITS
99(a)(12) Supplemental Letter, dated June 25, 1996, to Participants in
the Market Facts, Inc. Profit Sharing and Retirement Plan.
99(a)(13) Supplemental Letter, dated June 25, 1996, to Participants in
the Market Facts, Inc. Employee Stock Ownership Plan.
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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.2 to Schedule 13E-4 is true,
complete and correct.
June 25, 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)(12) Supplemental Letter, dated June 25, 1996, to Participants in
the Market Facts, Inc. Profit Sharing and Retirement Plan.
99(a)(13) Supplemental Letter, dated June 25, 1996, to Participants in
the Market Facts, Inc. Employee Stock Ownership Plan.
3
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Exhibit 99(A)(12)
IMPORTANT INFORMATION -- PLEASE READ
TO: PARTICIPANTS IN THE MARKET FACTS, INC. PROFIT SHARING AND RETIREMENT PLAN
("PROFIT SHARING PLAN")
FROM: PROFIT SHARING COMMITTEE
DATE: JUNE 25, 1996
RE: OFFER TO PURCHASE COMMON STOCK OF MARKET FACTS, INC.
Dear Profit Sharing Participant:
You recently received a letter dated June 11 and an Election Form (which
are both on yellow paper) from the Profit Sharing Committee of the Market Facts,
Inc. Profit Sharing and Retirement Plan, along with an Offer to Purchase shares
of Market Facts, Inc. (the "Company") common stock, $1.00 par value per share
(the "Shares") at a price of $14.50 per Share. The June 11 letter explains the
procedures for directing the trustee of the Profit Sharing Plan to "tender"
(offer to sell) Shares to the Company on your behalf from the Profit Sharing
Plan. The letter also explains how the proceeds from the sale will be
reinvested.
THERE HAS BEEN A CHANGE IN THE WAY THE PROCEEDS ARE TO BE REINVESTED.
PLEASE READ THE FOLLOWING EXPLANATION CAREFULLY. Capitalized terms not otherwise
defined herein shall have the meaning given to them in the June 11 letter.
If you direct the Trustee to tender Shares from your Common Stock Fund
Account, the proceeds from such sale will be reinvested according to your
Investment Election Percentage for Future Contributions ("Election Percentage")
that is in effect at the time the tender offer proceeds are received by the
Trustee. Your Election Percentage relates to the percentage of your future plan
contributions that is to be invested in each of the investment funds within the
Profit Sharing Plan. ANY PROCEEDS FROM THE TENDER OF YOUR PLAN SHARES THAT ARE
REINVESTED IN YOUR COMPANY STOCK FUND ACCOUNT WILL BE USED TO PURCHASE COMPANY
COMMON STOCK AT THE MARKET PRICE AT THAT TIME. THE REINVESTMENT PURCHASE PRICE
MAY BE HIGHER OR LOWER THAN THE TENDER OFFER SALE PRICE. THERE IS NO ASSURANCE
AS TO WHAT THE REINVESTMENT PRICE WILL BE, SINCE IT IS DEPENDENT ON MARKET
CONDITIONS AT THE TIME. IF YOU DO NOT WISH TO HAVE YOUR TENDER OFFER PROCEEDS
REINVESTED IN YOUR COMPANY STOCK FUND ACCOUNT, YOU ARE RESPONSIBLE FOR ASSURING
THAT THE COMPANY STOCK FUND IS NOT INCLUDED IN YOUR ELECTION PERCENTAGE AT THE
TIME OF THE REINVESTMENT.
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Your Election Percentage may be designated by you on the Voice Response
Unit for your Profit Sharing Plan account. The Profit Sharing Plan provides you
toll-free telephone access to the Voice Response Unit at 1-800-554-6513. By
using a touch tone telephone, you may obtain information or execute or initiate
transactions with respect to your Profit Sharing Plan account. IF YOU WISH TO
HAVE THE SALE PROCEEDS FROM ANY TENDER OF SHARES FROM YOUR PLAN ACCOUNT
REINVESTED IN A MANNER OTHER THAN YOUR CURRENT ELECTION PERCENTAGE, YOU WILL
NEED TO CHANGE YOUR ELECTION PERCENTAGE THROUGH THE VOICE RESPONSE UNIT BEFORE
THE PROCEEDS OF THE TENDER OFFER ARE RECEIVED BY THE TRUSTEE. It is expected
that the proceeds will be received by the Trustee promptly following the
Expiration Date of the Offer. The Expiration Date has been extended by one
business day and is now 5:00 P.M., New York City time, Wednesday, July 10, 1996,
unless further extended.
To access the Voice Response Unit, you will be required to enter your
Personal Identification Number ("PIN"). If you do not know or have access to
your PIN, you should contact Timothy J. Sullivan, Senior Vice President and
Treasurer, Market Facts, Inc., 3040 West Salt Creek Lane, Arlington Heights,
Illinois 60005, 847-590-7170 immediately to obtain the form necessary to request
a replacement PIN from the plan Trustee. The process for obtaining a replacement
PIN is approximately three to seven days; so all participants are urged to
procure their PINs as soon as possible.
You should carefully read the June 11 letter and the Offer to Purchase
before making your decision whether to direct the Trustee to tender Shares on
your behalf. All of the terms and conditions set forth in those documents,
except as modified herein, are incorporated herein by reference and shall remain
in full force and effect.
PLEASE NOTE THAT ALTHOUGH THE EXPIRATION DATE FOR THE OFFER IS WEDNESDAY,
JULY 10, 1996, THE TRUSTEE MUST RECEIVE YOUR TENDER ELECTION FORM BY 5:00 P.M.
CHICAGO TIME ON MONDAY, JULY 8, 1996 IN ORDER TO ALLOW THE TRUSTEE SUFFICIENT
TIME TO SUBMIT TENDERS ON BEHALF OF PLAN PARTICIPANTS BY THE JULY 10 DEADLINE.
Please call or write to Mr. Sullivan at the above address and telephone
number if you have any questions, or if you need a Tender Election Form.
PROFIT SHARING COMMITTEE
Market Facts, Inc. Profit Sharing
and Retirement Plan
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Exhibit 99(A)(13)
IMPORTANT INFORMATION--PLEASE READ
TO: PARTICIPANTS IN THE MARKET FACTS, INC. EMPLOYEE STOCK OWNERSHIP PLAN
("ESOP")
FROM: ESOP COMMITTEE
DATE: JUNE 25, 1996
RE: OFFER TO PURCHASE COMMON STOCK OF MARKET FACTS, INC.
Dear ESOP Participant:
You recently received a letter dated June 11 and an Election Form (which
are both on pink paper) from the ESOP Committee of the Market Facts, Inc.
Employee Stock Ownership Plan, along with an Offer to Purchase shares of Market
Facts, Inc. (the "Company") common stock, $1.00 par value per share (the
"Shares") at a price of $14.50 per Share. The June 11 letter explains the
procedures for directing the Trustee of the ESOP to "tender" (offer to sell)
Shares to the Company on your behalf from the ESOP. The letter also explains
how the proceeds from the sale will be reinvested.
The June 11 letter explains that the Company is applying for a private
letter ruling from the IRS to allow the Company to direct the Trustee to
transfer your ESOP Tender Offer Proceeds to your Profit Sharing Plan account,
and a response from the IRS is anticipated to take from three to six months. IF
A FAVORABLE LETTER RULING IS RECEIVED, THERE HAS BEEN A CHANGE IN THE WAY THE
PROCEEDS ARE TO BE REINVESTED WHEN THEY ARE TRANSFERRED TO THE PROFIT SHARING
PLAN. PLEASE READ THE FOLLOWING EXPLANATION CAREFULLY. If a favorable letter
ruling is not received, the ESOP Tender Offer Proceeds will continue to be held
in the ESOP, and the ESOP will be amended to permit participant direction with
respect to the investment of such proceeds. Capitalized terms not otherwise
defined herein shall have the meaning given to them in the June 11 letter.
If you direct the Trustee to tender Shares from your ESOP Account (which
must be done by Monday, July 8), and a favorable ruling is obtained from the
IRS, the proceeds from such sale will be transferred to the Profit Sharing Plan
and reinvested according to your Profit Sharing Plan Investment Election
Percentage for Future Contributions ("Election Percentage") that is in effect at
the time the tender offer proceeds are received by the Profit Sharing Plan
Trustee. Your Election Percentage relates to the percentage of your future
Profit Sharing Plan contributions that is to be invested in each of the
investment funds within the Profit Sharing Plan. ANY PROCEEDS FROM THE TENDER
OF YOUR ESOP SHARES THAT ARE REINVESTED IN YOUR COMPANY STOCK FUND ACCOUNT IN
THE PROFIT SHARING PLAN WILL BE USED TO PURCHASE COMPANY COMMON STOCK AT THE
MARKET PRICE AT THAT TIME. THE REINVESTMENT PURCHASE PRICE MAY BE HIGHER OR
LOWER THAN THE TENDER OFFER SALE PRICE. THERE IS NO ASSURANCE AS TO WHAT THE
REINVESTMENT PRICE WILL BE, SINCE IT IS
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DEPENDENT ON MARKET CONDITIONS AT THE TIME. IF YOU DO NOT WISH TO HAVE YOUR
ESOP TENDER OFFER PROCEEDS REINVESTED IN YOUR COMPANY STOCK FUND ACCOUNT, YOU
ARE RESPONSIBLE FOR ASSURING THAT THE COMPANY STOCK FUND IS NOT INCLUDED IN YOUR
ELECTION PERCENTAGE AT THE TIME OF THE REINVESTMENT.
Your Election Percentage may be designated by you on the Voice Response
Unit for your Profit Sharing Plan account. The Profit Sharing Plan provides you
toll-free telephone access to the Voice Response Unit at 1-800-554-6513. By
using a touch tone telephone, you may obtain information or execute or initiate
transactions with respect to your Profit Sharing Plan account. IF YOU WISH TO
HAVE THE SALE PROCEEDS FROM ANY TENDER OF SHARES FROM YOUR ESOP ACCOUNT
REINVESTED IN A MANNER OTHER THAN YOUR CURRENT ELECTION PERCENTAGE, YOU WILL
NEED TO CHANGE YOUR ELECTION PERCENTAGE THROUGH THE VOICE RESPONSE UNIT BEFORE
THE PROCEEDS OF THE TENDER OFFER ARE TRANSFERRED TO THE PROFIT SHARING PLAN.
The proceeds will not be transferred to the Profit Sharing Plan unless and until
the Company receives a favorable letter ruling from the IRS, which is
anticipated to be approximately three to six months from the Expiration Date of
the Offer. The Expiration Date has been extended by one business day and is now
5:00 P.M., New York City time, Wednesday, July 10, 1996, unless further
extended.
To access the Voice Response Unit, you will be required to enter your
Personal Identification Number ("PIN"). If you do not know or have access to
your PIN, you should contact Timothy J. Sullivan, Senior Vice President and
Treasurer, Market Facts, Inc., 3040 West Salt Creek Lane, Arlington Heights,
Illinois 60005, 847-590-7170 to obtain the form necessary to request a
replacement PIN from the Profit Sharing Plan Trustee. The process for obtaining
a replacement PIN is approximately three to seven days; so all participants are
urged to procure their PINs as soon as possible.
You should carefully read the June 11 letter and the Offer to Purchase
before making your decision whether to direct the Trustee to tender Shares on
your behalf. All of the terms and conditions set forth in those documents,
except as modified herein, are incorporated herein by reference and shall remain
in full force and effect.
PLEASE NOTE THAT ALTHOUGH THE EXPIRATION DATE FOR THE OFFER IS WEDNESDAY,
JULY 10, 1996, THE TRUSTEE MUST RECEIVE YOUR TENDER ELECTION FORM BY 5:00 P.M.
CHICAGO TIME ON MONDAY, JULY 8, 1996 IN ORDER TO ALLOW THE TRUSTEE SUFFICIENT
TIME TO SUBMIT TENDERS ON BEHALF OF ESOP PARTICIPANTS BY THE JULY 10 DEADLINE.
Please call or write to Mr. Sullivan at the above address and telephone
number if you have any questions, or if you need a Tender Election Form.
ESOP COMMITTEE
Market Facts, Inc. Employee Stock Ownership Plan
