<PAGE>
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 2, 1999
MARKET FACTS, INC.
------------------
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Delaware 0-4781 36-2061602
- ---------------------------------------------- ------------------------ ---------------------------------------
(State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification Number)
</TABLE>
3040 West Salt Creek Lane, Arlington Heights, Illinois 60005
- ------------------------------------------------------ ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (847) 590-7000
Not Applicable
-------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE>
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
(a) On June 2, 1999, Aegis Group plc, a company incorporated under
the laws of England and Wales ("Parent"), announced that Aegis Acquisition
Corp., a Delaware corporation and a wholly-owned subsidiary of Parent
("Purchaser"), had completed, on June 2, 1999, its previously announced tender
offer (the "Offer") for all of the issued and outstanding shares of common
stock, par value $1.00 per share (the "Shares"), of Market Facts, Inc., a
Delaware corporation (the "Company"), at a purchase price of $31.00 per Share in
cash. The Offer was made pursuant to an Agreement and Plan of Merger, dated as
of April 29, 1999, by and among Parent, Purchaser and the Company (the "Merger
Agreement"). According to Parent and based on a preliminary count, the tendered
Shares accepted for payment by Purchaser, together with Shares purchased by
Purchaser pursuant to an Option and Voting Agreement dated as of April 29, 1999
between Parent and certain stockholders of the Company (the "Option and Voting
Agreement"), represent approximately 96.2 percent of the outstanding Shares.
On June 10, 1999, pursuant to the Merger Agreement, Purchaser merged
with and into the Company with the Company surviving as a subsidiary of Parent
(the "Merger"). The Merger was effected without the approval of holders of the
remaining outstanding Shares pursuant to the applicable provisions of the
Delaware General Corporation Law. The Shares issued and outstanding immediately
prior to the effective time of the Merger and not otherwise acquired pursuant to
the Offer or the Option and Voting Agreement were converted, subject to any
appraisal rights, into the right to receive $31.00 in cash per Share, without
interest thereon.
The total consideration paid by Purchaser for the Shares purchased
pursuant to the Offer and the Option and Voting Agreement was approximately
$268,336,173. Based on the information reported by Purchaser in the Offer to
Purchase dated May 4, 1999 and in the Schedule 14D-1 filed by Purchaser on May
4, 1999 and amended on May 14, 1999, June 1, 1999, and June 4, 1999 (the
"Schedule 14D-1"), the Company believes that Purchaser's source of funds to
acquire these Shares is through a capital contribution from Parent and debt
financing under a loan facility agreement described below.
Purchaser and Parent have entered into a Revolving Credit and Term
Loan Facility (the "Loan Agreement") dated April 29, 1999 under which, subject
to certain conditions, National Westminster Bank PLC (the "Bank") has made
available a L250 million facility comprising (a) a term loan facility (the "Term
Loan Facility") of L200 million the principal purpose of which is to fund the
Offer, the Option and Voting Agreement, the Merger and related fees and expenses
and (b) a revolving credit facility (the "Revolving Credit Facility" and
together with the Term Loan Facility, the "Facility") of L50 million the purpose
of which is to refinance an existing credit facility of Parent. The borrowers
under the Term Loan Facility are Purchaser and Parent and Parent is the borrower
under the Revolving Credit Facility. Parent has guaranteed the obligations of
Purchaser under the Loan Agreement. The Facility is unsecured.
The Loan Agreement contains customary representations and warranties,
financial and restrictive covenants. The final maturity date in respect of the
Term Loan Facility is six months from the date of the Loan Agreement. The Term
Loan Facility is available for drawing until the final
<PAGE>
maturity date of the Facility and is repayable in full on that date. The
loans under the Facility bear interest at the rate which the Bank quotes on
the relevant rate fixing day to lending banks in the London interbank market
for the offering of deposits in the currency of the relevant loan for a
period comparable to the interest period of the relevant loan plus a margin
of 0.65% per annum for the first three months from the date of the Loan
Agreement and 0.80% per annum for the remaining three months together with
certain mandatory costs.
In addition to the debt financing described above, $193,838,400 was
made available as a capital contribution to Purchaser from Parent, indirectly
via other subsidiaries of Parent. Purchaser used such contribution, in lieu of
amounts available under the Facility, to acquire Shares. Such funds were
provided to Parent through the successful placing of its shares pursuant to a
Placing Agreement dated as of April 30, 1999 between Parent and Hoare Govett
Limited.
Upon consummation of the Merger, the following nine individuals were
elected as directors of the Company: Crispin Davis, Colin Day, Eleonore
Sauerwein, David Verklin, Pat Doble, Stig Karlsen, Paul Greenhalgh, Thomas H.
Payne, and Timothy J. Sullivan.
Additional information regarding the Offer and the Merger, including
descriptions thereof, is included in the Company's Solicitation/Recommendation
Statement on Schedule 14D-9 which was filed with the Securities and Exchange
Commission on May 6, 1999 and amended on May 10, 1999 and May 27, 1999 (the
"Schedule 14D-9"). The Schedule 14D-9 is hereby incorporated herein by
reference.
A copy of the joint press release of the Company and Parent announcing
the consummation of the Offer is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) None.
(b) None.
(c) Exhibits
99.1 Press Release, dated June 3, 1999, issued by the Company and
Parent regarding completion of the Offer.
<PAGE>
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.
------------------
(Registrant)
Date: June 14, 1999 By: /s/ Verne B. Churchill
-----------------------------------
Verne B. Churchill
Chairman
<PAGE>
EXHIBIT INDEX
Exhibit
99.1 Press Release, dated June 3, 1999, issued by the Company
and Parent regarding completion of the Offer
<PAGE>
Exhibit 99.1
THOMAS H. PAYNE
MARKET FACTS, INC.
PRESIDENT AND CHIEF EXECUTIVE OFFICER
847.590.7000
CRISPIN DAVIS
AEGIS GROUP PLC
CHIEF EXECUTIVE
0171.470.5000
FOR IMMEDIATE RELEASE
AEGIS GROUP COMPLETES TENDER OFFER FOR MARKET FACTS
ARLINGTON HEIGHTS, IL (JUNE 3, 1999)--Market Facts, Inc. (Nasdaq: MFAC), 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.
