<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
SCHEDULE 13D/A
AMENDMENT NO. 1
_______________
Under the Securities Exchange Act of 1934
MARKET FACTS, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $1.00
(Title of Class of Securities)
570559-10-4
(CUSIP Number)
WITH A COPY TO:
Ned L. Sherwood Glen E. Hess, P.C.
MFI INVESTORS L.P. KIRKLAND & ELLIS
54 Morris Lane 153 East 53rd Street
Scarsdale, New York 10583 New York, New York 10022-4675
(212) 398-6200 (212) 446-4800
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
OCTOBER 11, 1996
(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 which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following box [_].
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
(Continued on following page(s))
Page 1 of __ Pages
Exhibit Index is on page ___.
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SCHEDULE 13D
- ------------------------- ---------------------
CUSIP NO. 570559-10-4 PAGE 2 OF __ PAGES
- ------------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1
MFI Investors L.P.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 13-3890531
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
OO
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
5 TO ITEMS 2(d) or 2(e) [_]
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 634,333
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
0
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 634,333
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
634,333
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
36.65%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
PN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
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CUSIP NO. 570559-10-4 PAGE 3 OF __ PAGES
- ------------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1
MFI Associates, Inc.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 13-3890532
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
OO
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 634,333
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
0
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 634,333
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
634,333
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
36.65%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
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CUSIP NO. 570559-10-4 PAGE 4 OF __ PAGES
- ------------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1
Ned L. Sherwood
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
OO
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 634,333
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
0
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 634,333
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
634,333
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
36.65%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
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CUSIP NO. 570559-10-4 PAGE 5 OF __ PAGES
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ITEM 1. SECURITY AND ISSUER.
-------------------
Item 1 is amended and restated in its entirety to read as follows:
This statement relates to common stock, par value $1.00 per share ("Common
Stock"), of Market Facts, Inc. (the "Issuer") acquired by MFI Investors,
L.P., a Delaware limited partnership (the "Partnership"): (i) upon the
conversion of the Issuer's Convertible Subordinated Promissory Note, issued
on June 6, 1996 (the "Note Stock") and (ii) purchased on the open market or
in privately negotiated transactions on September 4, 5 and 11 and October
11, 1996 (the "Additional Common Stock"). The Convertible Subordinated
Promissory Note is referred to herein as the "Convertible Note." The
Issuer's principal executive offices are located at 3040 West Salt Creek
Lane, Arlington Heights, Illinois 60005.
ITEM 2. IDENTITY AND BACKGROUND.
-----------------------
Paragraph (a) to Item 2 is amended and restated in its entirety as follows:
This statement is being jointly filed by each of the following persons
pursuant to Rule 13d-2(a) under the Securities Exchange Act of 1934, as
amended (the "Act"): (i) the Partnership, by virtue of its direct
beneficial ownership of the Note Stock and the Additional Common Stock;
(ii) MFI Associates, Inc., a Delaware corporation (the "GP"), by virtue of
its position as general partner of the Partnership; and (iii) Ned L.
Sherwood, an individual, by virtue of his position as controlling
stockholder of the GP. Mr. Sherwood is also an officer and director of the
GP. The General Partner, the Partnership and Mr. Sherwood are collectively
referred to herein as the "Reporting Persons." Certain information required
by this Item 2 concerning the directors and executive officers of the GP
and each person ultimately in control of each Reporting Person is set forth
on Annex A attached hereto, which is incorporated herein by reference.
The Reporting Persons may be deemed to constitute a "group" for purposes of
Section 13(d)(3) of the Act. The Reporting Persons expressly disclaim that
they have agreed to act as a group other than as described in this
Statement.
<PAGE>
SCHEDULE 13D
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CUSIP NO. 570559-10-4 PAGE 6 OF __ PAGES
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
-------------------------------------------------
Item 3 is amended and restated in its entirety to read as follows:
The aggregate consideration paid by the Partnership for the Convertible
Note was $8,250,000. On July 10, 1996, the Convertible Note was converted
into shares of Common Stock in accordance with its terms and the terms of
the Investment Agreement. No additional consideration was paid for the Note
Stock at conversion. The aggregate consideration paid for the Additional
Common Stock is as follows: (i) for 3,000 shares of Additional Common Stock
purchased on September 4, 1996, $49,500; (ii) for 600 shares of Additional
Common Stock purchased on September 5, 1996, $9,900; (iii) for 1,000 shares
of Additional Common Stock purchased on September 11, 1996, $16,750; and
(iv) for 60,768 shares of Additional Common Stock purchased on October 11,
1996, $1,128,006. The source of funds for each of these acquisitions was
capital contributions made to the Partnership by its limited partners and
the GP. The Partnership was originally capitalized by contributions from
its two initial limited partners, Ned L. Sherwood and Madison Dearborn
Capital Partners, L.P. and by the GP. The Partnership subsequently admitted
additional limited partners and returned a portion of the capital
contributions initially received from the two initial limited partners to
such initial limited partners. The Partnership currently has available an
additional $545,851 which may be used, in the GP's sole discretion, to
purchase additional equity securities of the Issuer. To the extent not so
used by December 31, 1998, such amounts will be returned to the limited
partners.
ITEM 4. PURPOSE OF TRANSACTION.
----------------------
The following additional disclosure supplements the disclosure contained in
Item 4:
As permitted by the Investment Agreement, on September 4, 5 and 11 and
October 11, 1996 the Partnership purchased an aggregate of 65,368 shares of
Additional Common Stock in the open market or in privately negotiated
transactions. This has resulted in the Partnership owning 36.65% of the
outstanding Common Stock. Under the Investment Agreement, the Partnership
is permitted to own up to 37.5% of the outstanding Common Stock. The
Partnership has available to it approximately $545,851 to be used to
purchase additional equity securities of the Issuer in the sole discretion
of the GP (but subject to the limitations set forth in the Investment
Agreement). To the extent such funds are not used to purchase additional
equity securities of the Issuer by December 31, 1998, the GP may cause the
Partnership to return such uninvested funds to its limited partners.
<PAGE>
SCHEDULE 13D
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CUSIP NO. 570559-10-4 PAGE 7 OF __ PAGES
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
------------------------------------
Paragraph (a) of Item 5 is amended and restated in its entirety to read as
follows:
The Partnership is the beneficial owner of 634,333 shares of Common Stock,
which in the aggregate represents approximately 36.65% of the outstanding
Common Stock. The percentage calculated in this Item 5 is based upon
1,730,927 shares of Common Stock outstanding as of July 24, 1996, as
reported by the Issuer in its press release dated the same day. By virtue
of its position as general partner of the Partnership, the GP may be deemed
to possess indirect beneficial ownership of the Common Stock beneficially
owned by the Partnership. By virtue of his position as the controlling
stockholder of the GP, Mr. Sherwood may be deemed to possess indirect
beneficial ownership of the Common Stock beneficially owned by the
Partnership. The filing of this Statement shall not be construed as an
admission by any Reporting Person that, for the purpose of Section 13(d) or
13(g) of the Act, such Reporting Person is the beneficial owner of any
securities covered by this Statement other than securities owned of record
by such Reporting Person.
Except as indicated in this Item 5 or as set forth below, neither the
Reporting Persons and, to the best knowledge of the Reporting Persons, none
of the persons named in Annex A to this Statement own beneficially, or have
any right to acquire, directly or indirectly, any Common Stock.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certifies that the information set forth in this Statement is true,
complete and correct.
Date: October 15, 1996
MFI Investors L.P.
By: MFI Associates, Inc.
Its: General Partner
By /s/ Ned L. Sherwood
--------------------------------------
Its President
-------------------------------------
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certifies that the information set forth in this Statement is true,
complete and correct.
Date: October 15, 1996
MFI Associates, Inc.
By /s/ Ned L. Sherwood
--------------------------------------
Its President
-------------------------------------
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certifies that the information set forth in this Statement is true,
complete and correct.
Date: October 15, 1996
/s/ Ned L. Sherwood
-----------------------------------------
Ned L. Sherwood
<PAGE>
AGREEMENT CONCERNING JOINT FILING
OF SCHEDULE 13D
The undersigned agree as follows:
(i) each of them is individually eligible to use the Schedule 13D to which
this Exhibit is attached, and such Schedule 13D is filed on behalf of each of
them; and
(ii) each of them is responsible for the timely filing of such Schedule
13D and any amendments thereto, and for the completeness and accuracy of the
information concerning such person contained therein; but none of them is
responsible for the completeness or accuracy of the information concerning the
other persons making the filing, unless such person knows or has reason to
believe that such information is inaccurate.
This Agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original, but all of which, taken together, shall
constitute one and the same instrument.
Dated: October 15, 1996
MFI Investors L.P.
By: MFI Associates, Inc.
Its: General Partner
By /s/ Ned L. Sherwood
--------------------------------------
Its President
-------------------------------------
MFI Associates, Inc.
By /s/ Ned L. Sherwood
--------------------------------------
Its President
----------------------------------
/s/ Ned L. Sherwood
-----------------------------------------
Ned L. Sherwood
<PAGE>
ANNEX A
-------
OFFICERS, DIRECTORS AND CONTROLLING PARTIES
OF REPORTING PERSONS
The following table sets forth certain information concerning each of the
directors and officers and stockholders of the GP:
<TABLE>
<CAPTION>
<S> <C>
Name: Ned L. Sherwood
----------------
Title: President, Director
Shares Held: 16.65 shares (30.3% of the Class A Common Stock)
Citizenship: United States of America
Business Address: 54 Morris Lane, Scarsdale, New York 10583
Principal Occupation: President of the general partner of The ZS Fund L.P., a private investment firm
Name: Henrik Falktoft
---------------
Title: Vice President, Secretary and Treasurer, Director
Shares Held: 16.67 shares (30.3% of the Class A Common Stock)
Citizenship: Denmark
Business Address: 54 Morris Lane, Scarsdale, New York 10583
Principal Occupation: An employee of The ZS Fund L.P., a private investment firm
Name: Jeffery Oyster
--------------
Title: Vice President
Shares Held: 5 shares (9.1% of the Class A Common Stock)
Citizenship: United States of America
Business Address: 54 Morris Lane, Scarsdale, New York 10583
Principal Occupation: An employee of The ZS Fund L.P., a private investment firm
Name: Robert Horne
------------
Shares Held: 16.67 shares (30.3% of the Class A Common Stock)
Citizenship: United States of America
Business Address: 54 Morris Lane, Scarsdale, New York 10583
Principal Occupation: An employee of The ZS Fund L.P., a private investment firm
</TABLE>
The GP is in control of the day to day management of the Partnership and
has sole voting and dispositive power over the Common Stock held by the
Partnership. The GP has two classes of capital stock: Class A Common Stock and
Class B Common Stock. The two classes of Common Stock have the same rights and
privileges, except that the Class B Common Stock has no voting rights (except
(i) with respect to any amendment to the GP's certificate of incorporation which
would change the voting rights of the Class B Common Stock and (ii) as required
by law). Four individuals who are associates of Mr. Sherwood each own 4.17
shares of Class B Common Stock. Mr. Sherwood currently owns 30.3% of the Class A
Common Stock of the GP. The remaining stockholders have granted Mr. Sherwood an
irrevocable proxy to vote one-half of their shares, giving Mr. Sherwood voting
control over 65.14% of the Class A Common Stock of the GP.
