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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): April 29, 1999
MARKET FACTS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-4781 36-2061602
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification Number)
3040 West Salt Creek Lane, Arlington Heights, Illinois 60005
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (847) 590-7000
Not Applicable
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
On May 4, 1999, Aegis Acquisition Corp., a Delaware corporation
("Purchaser") and an indirect wholly owned subsidiary of Aegis Group plc, a
corporation incorporated under the laws of England and Wales ("Parent"),
commenced an offer to purchase all of the outstanding shares of Common Stock,
par value $1.00 per share ("the Shares"), of Market Facts, Inc., a Delaware
corporation (the "Company"), at $31.00 per Share, net to the seller in cash,
upon the terms and subject to the conditions set forth in the Offer to Purchase
dated May 4, 1999 and in the related Letter of Transmittal (which, as amended or
supplemented from time to time, together constitute the "Offer").
The Offer is being made pursuant to an Agreement and Plan of Merger, dated
as of April 29, 1999 (the "Merger Agreement"), by and among the Company, Parent
and Purchaser. The Merger Agreement provides, among other things, for the
commencement of the Offer by Purchaser and further provides that, as promptly as
practicable following the purchase of Shares pursuant to the Offer and the
approval and adoption of the Merger Agreement by the stockholders of the
Company, if required by applicable law, and the satisfaction or waiver of
certain other conditions set forth therein, Purchaser will be merged with and
into the Company, with the Company continuing as the surviving corporation and
becoming an indirect wholly owned subsidiary of Parent.
Simultaneously with entering into the Merger Agreement, MFI Investors,
L.P., and certain of its affiliates and certain senior executives of the Company
(the "Selling Stockholders"), entered into an Option and Voting Agreement dated
as of April 29, 1999, with Parent (the "Option Agreement"). Pursuant to the
Option Agreement, the Selling Stockholders agreed, among other things, (i) to
sell to Parent or its permitted assign 2,760,484 Shares (30.7% of the Shares, on
a fully diluted basis, after giving effect to the exercise to vested employee
options) at a price of $31.00 per Share, (ii) not to tender such Shares into the
Offer without Parent's consent, and (iii) to vote such Shares and all shares of
Series B Preferred Stock, no par value held by the Selling Stockholders in favor
of the Merger, in each case upon the terms and subject to conditions and
limitations set forth in the Option Agreement.
In connection with the Merger Agreement the Company has further amended the
Rights Agreement dated as of July 26, 1989 (the "Rights Agreement") between the
Company and First Chicago Trust Company of New York, as amended by a First
Amendment to Rights Agreement dated as of June 5, 1996, by a Second Amendment to
the Rights Agreement dated as of April 29, 1999 (the "Second Amendment") so that
the execution and delivery of the Merger Agreement and the Option Agreement, and
the consummation of the transactions contemplated thereby, including the Offer
and the purchase of Shares pursuant thereto, will not result in Parent,
Purchaser or any of their affiliates becoming an Acquiring Person (as defined in
the Rights Agreement), or (ii) the occurrence of a Distribution Date or a Shares
Acquisition Date (each as defined in the Rights Agreement).
A copy of the Second Amendment is attached as Exhibit 99(c)(3) to the
Registrant's Solicitation/Recommendation Statement on Schedule 14D-9 dated May
6, 1999 and is incorporated by reference. The foregoing description of the
Second Amendment does not purport to be complete and is qualified in its
entirety by reference to the Second Amendment.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
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(a) None.
(b) None.
(c) Exhibits
(1) Second Amendment to Rights Agreement dated as of April 29, 1999
by and between the Registrant and First Chicago Trust Company of
New York (incorporated by reference to Exhibit 99(c)(3) to the
Registrant's Solicitation/Recommendation Statement on Schedule
14D-9 dated May 6, 1999).
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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.
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(Registrant)
Date: May 12, 1999 By: /s/ Timothy J. Sullivan
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Timothy J. Sullivan
Senior Vice President
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EXHIBIT INDEX
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<CAPTION>
Exhibit No. Description
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(1) Second Amendment to Rights Agreement dated as of April 29,
by and between the Registrant and First Chicago Trust Company
of New York (incorporated by reference to Exhibit 99(c)(3) to
the Registrant's Solicitation/Recommendation Statement on
Schedule 14D-9 dated May 6, 1999).
</TABLE>
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