<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1/A
(AMENDMENT NO. 3)
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
MARKET FACTS, INC.
(NAME OF SUBJECT COMPANY)
AEGIS ACQUISITION CORP.
AEGIS GROUP PLC
(BIDDERS)
COMMON STOCK, PAR VALUE $1.00 PER SHARE
(TITLE OF CLASS OF SECURITIES)
570559 10 4
(CUSIP NUMBER OF CLASS OF SECURITIES)
DANIEL M. FREEDMAN
MITCHELL SILBERBERG & KNUPP LLP
11377 WEST OLYMPIC BOULEVARD
LOS ANGELES, CALIFORNIA 90064
(310) 312-2000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS)
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CUSIP No. 570559 10 4
(1) Name of Reporting Person: Aegis Acquisition Corp.
S.S. or I.R.S. Identification No. of Above Person:
(2) Check the Appropriate Box if a Member (a) /X/
of a Group (b) / /
(3) SEC Use Only
(4) Source of Funds
BK AF
(5) Check if disclosure of legal proceedings is required pursuant to
items 2(d) or 2(e)
/ /
(6) Citizenship or place of organization
Delaware
(7) Aggregate Amount Beneficially Owned by Each Reporting Person
8,604,563 shares
(8) Check if the Aggregate Amount in Row 7 Excludes Certain Shares
(See Instructions) / /
(9) Percent of Class Represented by Amount in Row 7
96.20%
(10) Type of Reporting Person
CO GM
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CUSIP No. 570559 10 4
(1) Name of Reporting Person: Aegis Group plc
S.S. or I.R.S. Identification No. of Above Person:
(2) Check the Appropriate Box if a Member (a) /X/
of a Group (b) / /
(3) SEC Use Only
(4) Source of Funds
BK OO WC
(5) Check if disclosure of legal proceedings is required pursuant to
items 2(d) or 2(e)
/ /
(6) Citizenship or place of organization
United Kingdom
(7) Aggregate Amount Beneficially Owned by Each Reporting Person
8,604,563
(8) Check if the Aggregate Amount in Row 7 Excludes Certain Shares
(See Instructions) / /
(9) Percent of Class Represented by Amount in Row 7
96.20%
(10) Type of Reporting Person
CO GM
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This Amendment No. 3 to Tender Offer Statement on Schedule 14D-1 and
Amendment No. 1 to Schedule 13D amends and supplements the Tender Offer
Statement on Schedule 14D-1 originally filed on May 4, 1999, as amended by
Amendment No. 1 filed on May 14, 1999 and by Amendment No. 2 filed on June 1,
1999 (the "Schedule 14D-1"), and the Schedule 13D originally filed on June 1,
1999, by Aegis Group plc, a corporation incorporated under the laws of England
and Wales ("Parent"), and Aegis Acquisition Corp., a Delaware corporation
("Purchaser") and a wholly owned subsidiary of Parent, in connection with the
offer to purchase all the outstanding shares of Common Stock, par value $1.00
per share, of Market Facts, Inc., a Delaware corporation (the "Company"), at a
purchase price of $31.00 per share, net to the seller in cash, on the terms and
subject to the conditions set forth in the Offer to Purchase dated May 4, 1999,
as amended (the "Offer to Purchase") and in the related Letter of Transmittal.
Parent and Purchaser hereby amend and supplement the Schedule 14D-1 and the
Schedule 13D, as follows:
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
Item 6 is hereby amended and supplemented by adding thereto the following:
At 12:00 midnight, New York City time, on Tuesday, June 1, 1999, the Offer
expired. Based on preliminary count, approximately 6,039,915 shares of Common
Stock were tendered pursuant to the Offer, of which 8,776 shares of Common Stock
were tendered pursuant to notices of guaranteed delivery which remain open as of
the date hereof. On June 2, 1999, all Shares validly tendered and not withdrawn
prior to the expiration of the Offer were accepted for payment. The acceptance
of such tendered Shares, together with 2,564,648 Shares which were not tendered
but which the Purchaser beneficially owned pursuant to the Option and Voting
Agreement, resulted in Purchaser owning approximately 96.20% of the outstanding
Shares. A copy of a press release announcing the expiration of the Offer and
the acceptance for payment of validly tendered shares is attached hereto as
Exhibit (a)(13) and is incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS
Item 11 is hereby amended to add the following:
(a)(13) Text of Press Release, dated June 3, 1999.
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: June 3, 1999 Aegis Group plc
By: /s/ Eleonore Sauerwein
Name: Eleonore Sauerwein
Title: Group Legal Director
Aegis Acquisition Corp.
By: /s/ Eleonore Sauerwein
Name: Eleonore Sauerwein
Title: Vice President
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
<S> <C>
(a)(13) Text of Press Release, dated June 3, 1999.
</TABLE>
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Exhibit (a)(13)
AEGIS GROUP COMPLETES TENDER OFFER FOR MARKET FACTS
ARLINGTON HEIGHTS, Ill., June 3 -- Market Facts, Inc., (Nasdaq: MFAC - news), a
leading international market research and information company, and Aegis Group
plc, one of the world's leading media communication specialists and based in
London, today announced that as of midnight New York time on June 1, 1999, Aegis
had received acceptances for its tender offer which, coupled with shares subject
to an irrevocable option in favor of Aegis, amount to 96.2 percent of Market
Facts outstanding common stock. Settlement for the tendered Market Facts shares
will take place on or about June 4, 1999. Aegis intends to acquire the balance
of the Market Facts shares in a merger pursuant to the terms of their previously
announced merger agreement. The merger is expected to be completed by the end
of June 1999.
Thomas Payne, president and chief executive officer of Market Facts, said, "We
are excited to be joining the Aegis family of companies. Aegis will be a
powerful business partner for Market Facts and will help us expand the products
and services we can offer to clients, including serving their international
research needs. We feel that both our employees and our clients will benefit
from this business combination."
Commenting on today's announcement, Crispin Davis, chief executive of Aegis,
said, "We are obviously very pleased with this outcome and the reaction from
shareholders in both the US and the UK. The response from employees and clients
of Market Facts to the acquisition has also been very supportive. Since the
original announcement of the tender offer, we have spent considerable time with
Market Facts and we are even more convinced of the quality of the company and
the opportunities for growth it offers Aegis. It's an exciting move which
augurs well for the future."
Aegis is listed on the London stock exchange and is the parent of the Carat
Group of operating companies, one of the largest global media planning and
buying networks. In 1998, Aegis had revenue of approximately $6.6 billion.
Market Facts is an international organization which specializes in the
collection and processing of information intended to help its clients make
better marketing decisions. Through its network of offices across the U.S. and
Canada and its global affiliations, the Company's primary activity is the
design, execution and interpretation of market research conducted on behalf of
its clients, which include a majority of the largest 100 multinational consumer
products and service companies, as well as many government agencies.
For more information contact Thomas H. Payne, President and Chief Executive
Officer of Market Facts, Inc., 847-590-7000, or Crispin Davis, Chief Executive
of Aegis Group plc, 0171-470-5000.
