SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
Market Facts Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
570559104
(CUSIP Number)
Check the following box if a fee is being paid with this statement ( ).
(A fee is not required only if the filing person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five
percent or less of such class.) (See Rule 13d-7.)
*The remainder of this cover pages shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
The information required in 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
the 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 7 Pages
Page 2 of 7 Pages
CUSIP No. 570559104
13G
1 NAME OF REPORTING PERSON
S. S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bankmont Financial Corp.
(previously filed by Harris Bankcorp, Inc. on behalf of Bankmont
Financial Corp.)
51-0275712
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ( )
See Exhibit 1 (b) ( )
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
A Delaware Corporation
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 SOLE VOTING POWER 418,358
6 SHARED VOTING POWER 0
7 SOLE DISPOSITIVE POWER 417,958
8 SHARED DISPOSITIVE POWER 0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
418,358
See Exhibit 2
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 24.2%
12 TYPE OF REPORTING PERSON HC
*SEE INSTRUCTION BEFORE FILLING OUT!
1(a) NAME OF ISSUER: Market Facts Inc.
1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
13500 S. Perry Avenue
Riverdale, IL 60672
2(a) NAME OF PERSON FILING:
Bankmont Financial Corp. (previously filed by Harris Bankcorp, Inc.
on behalf of Bankmont Financial Corp.
2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR RESIDENCE:
111 West Monroe Street
P. O. Box 755
Chicago, IL 60690
2(c) PLACE OF ORGANIZATION OR CITIZENSHIP: A Delaware Corporation
2(d) TITLE OF CLASS OF SECURITIES: Common stock
2(e) CUSIP NUMBER: 570559104
3 If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b),
check whether the person filing is a:
(a) [ ] Broker or dealer registered under section 15 of the Act.
(b) [X] Bank as defined in section 3(a)(6) of the Act.
(c) [ ] Insurance company as defined in section 3(a)(19) of the Act.
(d) [ ] Investment company registered under section 8 of the Investment
Company Act.
(e) [ ] Investment adviser registered under section 203 of the
Investment Advisers Act of 1940.
(f) [ ] Employee benefit plan, pension fund which is subject to the
provisions of the Employee Retirement Income Security Act of
1974 or endowment fund; see Sec.240.13d-1(b)(1)(ii)(F).
(g) [X] Parent holding company,in accordance with Sec.240.13d-1(b)(ii)(G).
(h) [ ] Group, in accordance with Sec.240.13d-1(b)(1)(ii)(H).
4 OWNERSHIP:
(a) Amount Beneficially Owned: 418,358
(b) Percent of Class: 24.2%
(c) Number of Shares as to Which Such Person has:
(i) Sole power to vote or to direct the vote: 418,358
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of:
417,958
(iv) Shared power to dispose or to direct the disposition of:
0
5 NOT APPLICABLE
6 OWNERSHIP OF MORE THAN 5 PERCENT ON BEHALF OF ANOTHER PERSON:
See Exhibit 2
7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
Bankmont Financial Corp., a Parent Holding Company, filing under
Rule 13d-1(b)(ii)(G) on behalf of the following subsidiaries:
Harris Bankcorp, Inc., a Parent Holding Company
111 West Monroe Street
P. O. Box 755
Chicago, IL 60690
Harris Trust and Savings Bank, a Bank
111 West Monroe Street
P. O. Box 755
Chicago, IL 60690
8 NOT APPLICABLE
9 NOT APPLICABLE
10 CERTIFICATION:
By signing below, the undersigned certifies that, to the best of
his knowledge and belief, the securities referred to above were
acquired in the ordinary course of business and not acquired for
the purpose of and do not have the effect of changing or influencing
the control of the issuer of such securities and were not acquired
in connection with or as a participant in any transaction having
such purpose or effect.
SIGNATURE: After reasonable inquiry and to the best of his
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete
and correct.
Date: February 13, 1997
BANKMONT FINANCIAL CORP.
BY: (Alan B. McNally)
Alan B. McNally
President
SCHEDULE 13G
Exhibit 1
Bankmont Financial Corp., a wholly-owned subsidiary of Bank of Montreal,
owns Harris Bankcorp, Inc. Harris Trust and Savings Bank is a
wholly-owned subsidiary of Harris Bankcorp, Inc.
Pursuant to Rule 13d(f)1(iii), Harris Bankcorp, Inc. and Harris Trust and
Savings Bank agree to this filing of Schedule 13G by Bankmont Financial
Corp. This exhibit is submitted as proof of their agreement and
authorization for Bankmont Financial Corp. to file on their behalf.
Date: February 13, 1997
HARRIS BANKCORP, INC.
BY: (Thomas R. Sizer)
Thomas R. Sizer
Secretary
HARRIS TRUST AND SAVINGS BANK
BY: (Robert J. Fridell)
Robert J. Fridell
Vice President
Page 7 of 7 Pages
SCHEDULE 13G
Exhibit 2
In accordance with Rule 13d-4, Bankmont Financial Corp.,its
wholly-owned subsidiary Harris Bankcorp, Inc. and its
wholly-owned subsidiary Harris Trust and Savings Bank as
Trustee, expressly disclaim beneficial ownership of the
221,803 Common Shares held by Harris Trust and Savings Bank
as Trustee of the Market Facts, Inc. Profit Sharing and
Retirement Plan and the 193,435 Common Shares held by Harris Trust
and Savings Bank as Trustee of the Market Facts Inc. ESOP. These
Shares are reported on Cover Sheet page 2 and also on pages 4
through 6 of this Schedule 13G. (The "Shares" and the "Plans".)
Under terms of the Trust, as amended, the Shares held by the
Plans are voted in accordance with the instructions received
from participants of the Plans and are disposed of in connection with
tender offers in accordance with directions received from
Plan participants. If no voting instructions or invalid voting
instructions are received, the Trustee is to vote such Shares,
or dispose of such Shares in connection with tender offers,
in the same manner and in the same proportion as the Shares
with respect to which the Trustee received valid voting
instructions or directions. The actions and duties of the
Trustee pursuant to the provisions of the Plans, including
but not limited to the provisions described above, are subject
to the requirements of the Employee Retirement Income Security
Act of 1974.
