<PAGE>
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- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(D)(4) OF
THE SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 1
------------------------
MARKET FACTS, INC.
(NAME OF SUBJECT COMPANY)
MARKET FACTS, INC.
(NAME OF PERSON FILING STATEMENT)
Common Stock, par value $1.00 per share
(Title of Class of Securities)
570559 10 4
(CUSIP Number of Class of Securities)
THOMAS H. PAYNE
Chief Executive Officer
MARKET FACTS, INC.
3040 West Salt Creek Lane
Arlington Heights, Illinois 60005
(847) 590-7000
(Name, address and telephone number of person
authorized to receive notices and communications
on behalf of the person filing statement)
------------------------
COPY TO:
JANET O. LOVE, Esq.
Lord, Bissell & Brook
115 S. LaSalle Street
Chicago, Illinois 60603
(312) 443-0700
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<PAGE>
This Amendment No. 1 amends and supplements the Solicitation\Recommendation
Statement on Schedule 14D-9 dated May 6, 1999 filed by Market Facts, Inc., a
Delaware corporation (the "Company"), relating to the offer by Aegis Acquisition
Corp., a Delaware corporation and an indirect wholly owned subsidiary of Aegis
Group plc, to purchase all of the outstanding shares of common stock, par value
$1.00 per share of the Company at a price of $31.00 per Share, net to the seller
in cash.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
<TABLE>
<S> <C>
Exhibit Letter dated May 10, 1999 to Participants in the Market Facts, Inc. Profit
99(a)(8) Sharing and Retirement Plan.
Exhibit Letter dated May 10, 1999 to Participants in the Market Facts, Inc.
99(a)(9) Employee Stock Ownership Plan.
</TABLE>
<PAGE>
SIGNATURE
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.
<TABLE>
<S> <C> <C>
MARKET FACTS, INC.
By: /s/ THOMAS H. PAYNE
-----------------------------------------
Thomas H. Payne
CHIEF EXECUTIVE OFFICER
</TABLE>
Dated: May 7, 1999
<PAGE>
EXHIBIT INDEX
<TABLE>
<S> <C>
Exhibit Letter dated May 10, 1999 to Participants in the Market Facts, Inc. Profit
99(a)(8) Sharing and Retirement Plan.
Exhibit Letter dated May 10, 1999 to Participants in the Market Facts, Inc.
99(a)(9) Employee Stock Ownership Plan.
</TABLE>
<PAGE>
EXHIBIT 99(a)(8)
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF
COMMON STOCK
OF
MARKET FACTS, INC.
BY
AEGIS ACQUISITION CORP.
A WHOLLY OWNED SUBSIDIARY OF
AEGIS GROUP PLC
AT
$31.00 NET PER SHARE
May 10, 1999
Dear Participant in the Market Facts, Inc. Profit Sharing and Retirement Plan:
Enclosed for your consideration are the Offer to Purchase dated May 4, 1999
(the "Offer to Purchase") (which, as amended or supplemented from time to time,
together with the enclosed Letter of Transmittal, constitute the "Offer") and
other materials relating to the Offer by Aegis Acquisition Corp., a Delaware
corporation ("Purchaser") and an indirect wholly owned subsidiary of Aegis Group
plc, a company incorporated under the laws of England and Wales ("Parent"), 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, without interest,
upon the terms and subject to the conditions set forth in the Offer. Also
enclosed is the letter to stockholders of the Company from the Chairman and
Chief Executive Officer of the Company accompanied by the Company's
Solicitation/Recommendation Statement on Schedule 14D-9.
As a participant in the Market Facts, Inc. Profit Sharing and Retirement
Plan (the "Profit Sharing Plan"), you may direct the trustee of the Profit
Sharing Plan to "tender" (offer to sell) some or all of the Shares (excluding
fractional Shares) allocated to you in the Market Facts, Inc. Common Stock Fund
under your individual account in the Profit Sharing Plan ("Company Stock Fund
Account") by following the instructions set out in this letter.
Please note that the Shares in your Company Stock Fund Account are held in
trust for your benefit and that CG Trust Company, the trustee of the Profit
Sharing Plan (the "Trustee"), is the holder of record of those Shares.
Accordingly, the Trustee is the party who actually tenders Shares from your
Company Stock Fund Account. The Trustee will tender some or all of the Shares in
your Company Stock Fund Account according to your submitted election.
THE PROCEEDS FROM ANY SALE OF SHARES FROM YOUR COMPANY STOCK FUND ACCOUNT WILL
NOT BE DISTRIBUTED TO YOU. INSTEAD, ANY PROCEEDS WILL CONTINUE TO BE HELD IN THE
PROFIT SHARING PLAN AND WILL BE INVESTED IN THE CIGNA GUARANTEED INCOME FUND
UNTIL YOU TRANSFER ANY OR ALL OF SUCH FUNDS TO ANOTHER INVESTMENT FUND WITHIN
THE PROFIT SHARING PLAN. (SEE "INVESTMENT OF SALE PROCEEDS" BELOW.)
Your attention is directed to the following:
1. The tender price is $31.00 per Share, net to the seller in cash, without
interest, upon the terms and subject to the conditions of the Offer.
2. The Offer and withdrawal rights will expire at 12:00 midnight, New York
City time, on Tuesday, June 1, 1999, unless the Offer is extended (the
"Expiration Date"). However, your Tender Election Form must be received by the
Depositary no later than 5:00 P.M. New York time on May 26, 1999.
<PAGE>
3. 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 Parent,
Purchaser and the Company. The Merger Agreement provides that, among other
things, following the consummation of the Offer and the satisfaction or waiver
of certain conditions set forth in the Merger Agreement, Purchaser will be
merged with and into the Company (the "Merger"). At the effective time of the
Merger, each outstanding Share (other than Shares held in the treasury of the
Company, owned by Parent, Purchaser or any other wholly owned subsidiary of
Parent or held by stockholders who perfect their dissenters' rights under
Delaware law) will be converted into the right to receive the per Share price
paid in the Offer, without interest.
4. The Board of Directors of the Company has unanimously determined that
each of the Merger Agreement, the Offer and the Merger are fair to and in the
best interests of the stockholders of the Company, approved the Merger Agreement
and the transactions contemplated thereby, including the Offer and the Merger,
and recommended acceptance of the Offer, approval and adoption of the Merger
Agreement and approval of the Merger by the stockholders of the Company.
5. The Offer is conditioned upon, among other things, there being validly
tendered and not withdrawn prior to the expiration or termination of the Offer,
a number of Shares which will constitute a majority of the total number of
Shares outstanding on a fully diluted basis, less the number of Shares Purchaser
can acquire under an Option and Voting Agreement, dated as of April 29, 1999
between Parent and the stockholders of the Company who are parties thereto (the
"Minimum Condition"). Subject to the terms of the Merger Agreement, the Offer is
also subject to other terms and conditions, including receipt of certain
regulatory approvals, set forth in the Offer to Purchase. Any or all conditions
to the Offer (other than the Minimum Condition) may be waived by Purchaser.
The Offer is being made to all holders of Shares. The Offer is not being
made to, nor will tenders be accepted from or on behalf of, holders of Shares in
any jurisdiction in which the making of the Offer or acceptance thereof would
not be in compliance with the laws of such jurisdiction. In any jurisdiction
where the securities, blue sky or other laws require the Offer to be made by a
licensed broker or dealer, the Offer shall be deemed to be made on behalf of
Purchaser by Morgan Stanley Dean Witter or one or more registered brokers or
dealers licensed under the laws of such jurisdictions.
If you wish to tender any Shares held in your Company Stock Fund Account,
you must submit the Tender Election Form For Shares in the Market Facts, Inc.
Profit Sharing and Retirement Plan (the "Tender Election Form") included with
this letter. ANY ELECTION TO TENDER SHARES HELD IN YOUR COMPANY STOCK FUND
ACCOUNT MADE ON A FORM OTHER THAN THE TENDER ELECTION FORM SPECIFICALLY
DESIGNATED FOR THE PROFIT SHARING PLAN WILL BE VOID. If you do not submit the
Tender Election Form, no Shares in your Company Stock Fund Account will be
tendered by the Trustee.
Notwithstanding the foregoing, the Trustee is obligated under the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), always to carry
out its fiduciary responsibilities to the Profit Sharing Plan and its
participants. THE TRUSTEE, THEREFORE, MAY NOT RECOGNIZE A TENDER ELECTION (OR
FAILURE TO ELECT) IF THE TRUSTEE BELIEVES SUCH RECOGNITION WILL BE INCONSISTENT
WITH THE PROPER EXERCISE OF ITS FIDUCIARY DUTY, OR CONTRARY TO THE PROVISIONS OF
ERISA. If such a situation occurs, the Trustee will act as it deems appropriate
in accordance with its duty and the requirements of ERISA.
NEITHER THE PROFIT SHARING AND RETIREMENT PLAN COMMITTEE NOR THE PLAN
TRUSTEE MAKES ANY RECOMMENDATION TO ANY PARTICIPANT AS TO WHETHER TO TENDER OR
REFRAIN FROM TENDERING SHARES. Before making a decision, you should read
carefully the materials in the enclosed Offer to Purchase and the Tender
Election Form.
2
<PAGE>
YOUR DECISION WHETHER TO TENDER
If you elect to tender some or all of the Shares in your Company Stock Fund
Account, the Trustee will tender Shares proportionately from your (i) Employee
Pre-Tax Contributions; (ii) Company Match Contributions; (iii) Company Profit
Sharing Contributions; and (iv) Rollover Contributions, if any.
POTENTIAL TAX CONSEQUENCES OF COMPLETION OF THE OFFER
Generally, cash distributions from the Profit Sharing Plan that are not
rolled over into an IRA or another qualified plan are taxable as ordinary
income. However, Shares that you receive in certain types of distributions from
the Profit Sharing Plan may be eligible for favorable tax treatment if the
Shares increased in value while they were held by the Profit Sharing Plan. In
these distributions the increase in the value of the Shares, called "net
unrealized appreciation," will not be taxable to you upon distribution, but
rather will be taxed to you when you sell the Shares. When you sell the Shares,
any gain realized on the sale will be long-term or short-term capital gain.
To the extent that you elect to tender your Profit Sharing Plan Shares into
the Offer, and the Offer is completed, you will lose any opportunity for future
distributions of Shares from the Profit Sharing Plan, and the ability to defer
the taxation of any net unrealized appreciation in distributed Shares and to
have such net unrealized appreciation taxed as capital gains. The special tax
treatment referred to above will not apply to any distribution from the Profit
Sharing Plan paid solely in cash.
HOW TO TENDER SHARES; COMPLETION OF TENDER ELECTION FORM
If you wish to direct the Trustee to tender some or all of the Shares in
your Company Stock Fund Account, you must complete and return the enclosed
Tender Election Form in accordance with the instructions specified thereon.
PLEASE NOTE THAT, ALTHOUGH THE DEADLINE FOR THE TRUSTEE TO TENDER YOUR
SHARES IS JUNE 1, 1999, YOU MUST SEND YOUR TENDER ELECTION FORM BY MAIL, COURIER
OR HAND DELIVERY FOR RECEIPT NO LATER THAN 5:00 P.M. NEW YORK TIME, ON MAY 26,
1999. Tender Election Forms that are received after this deadline, Tender
Election Forms which are not properly completed, and tender elections submitted
on the wrong form, will not be accepted. Examples of improperly completed Tender
Election Forms include forms which are not signed and forms which contain
incorrect or incomplete information. You also may withdraw any tender you have
made under the Offer provided you do so prior to the May 26, 1999 deadline or,
if Purchaser has not yet accepted Shares for payment, after 12:00 Midnight, New
York City time, on July 2, 1999 (See "Withdrawing Your Instruction to Tender.")
Tender Election Forms should be sent to First Chicago Trust Company of New
York, the Depositary for the Offer, in the enclosed envelope at the address set
forth below:
<TABLE>
<S> <C> <C>
BY MAIL: BY OVERNIGHT DELIVERY: BY HAND:
First Chicago Trust Company First Chicago Trust Company First Chicago Trust Company
of New York of New York of New York
Corporate Actions, Suite Corporate Actions, Suite c/o Securities Transfer and
4660 4680 Reporting Services Inc.
P.O. Box 2569 14 Wall Street, 8th Floor Attn: Corporate Actions
Jersey City, NJ 07303-2569 New York, NY 10005 100 William Street, Galleria
New York, NY 10038
</TABLE>
IN ORDER TO HAVE ANY SHARES TENDERED, YOU MUST COMPLETE AND SIGN YOUR TENDER
ELECTION FORM. IF YOU DO NOT SIGN THE FORM, YOUR DIRECTIONS
3
<PAGE>
WILL NOT BE ACCEPTED AND THE INSTRUCTION FORM, AS WELL AS YOUR DIRECTIONS, WILL
BE VOID.
INVESTMENT OF SALE PROCEEDS
It is expected that the proceeds will be received by the Trustee promptly
following the Expiration Date of the Offer. The proceeds from any sale of Shares
from your Company Stock Fund Account will not be distributed to you. Instead,
any proceeds will continue to be held in the Profit Sharing Plan and will be
invested in the CIGNA Guaranteed Income Fund (the "Guaranteed Fund"). Once your
proceeds are deposited in the Guaranteed Fund, you will immediately be able to
transfer all or any portion of your balance in the Guaranteed Fund to one or
more of the other investment funds within the Profit Sharing Plan using CIGNA's
AnswerLine-Registered Trademark-. The Profit Sharing Plan provides you toll-free
telephone access to CIGNA's AnswerLine-Registered Trademark- at 1-800-253-2287.
By using a touch tone telephone, you may obtain information or execute or
initiate transactions with respect to your Profit Sharing Plan account.
In order to access CIGNA's AnswerLine-Registered Trademark-, you will be
required to enter your Personal Identification Number ("PIN"). During the week
of May 10, 1999, CIGNA will be mailing a notice to all participants in the
Profit Sharing Plan which will set forth each participant's PIN.
WITHDRAWING YOUR INSTRUCTION TO TENDER
As more fully described in Section 4 of the Offer to Purchase, tenders will
be deemed irrevocable unless withdrawn by the dates specified therein. If you
instruct the Trustee to tender Shares, and you subsequently decide to withdraw
your instructions, you may do so by sending a notice of withdrawal to the
Depositary. THE NOTICE OF WITHDRAWAL WILL BE EFFECTIVE ONLY IF IT IS IN WRITING
AND IS RECEIVED BY THE DEPOSITARY AT OR BEFORE 5:00 P.M., NEW YORK TIME, ON MAY
26, 1999 OR, IF THE COMPANY HAS NOT YET ACCEPTED SHARES FOR PAYMENT, AFTER 12:00
MIDNIGHT, NEW YORK CITY TIME, ON JULY 2, 1999. A notice of withdrawal may be
delivered to the Depositary by mail, courier, facsimile or hand delivery at the
address shown above under "How to Tender Shares; Completion of Tender Election
Form."
Any notice of withdrawal to the Depositary must specify: (i) your name, (ii)
your social security number, (iii) a telephone number where you can be reached
during the hours of 9:00 A.M. to 5:00 P.M., New York time, on business days,
(iv) the number of Shares you initially elected to tender, and (v) the number of
Shares to be withdrawn from the tender. The notice must also be signed by you.
Upon the Depositary's receipt of a timely written notice of withdrawal
containing the required information, previous instructions to tender with
respect to such Shares will be deemed cancelled. If any required information is
omitted from your notice of withdrawal, or if such notice is incorrect or
otherwise not proper, and the Depositary is unable to reach you to correct any
such defect, your notice of withdrawal will be void. After giving a notice of
withdrawal, if you later wish to retender Shares, you may call Anthony J.
Solarz, Vice President and Controller, Market Facts, Inc., 3040 West Salt Creek
Lane, Arlington Heights, IL 60005, (847) 590-3860 to obtain a new Tender
Election Form for the Profit Sharing Plan. Any new Tender Election Form for the
Profit Sharing Plan must be received by the Depositary at or before 5:00 P.M.,
New York time, on May 26, 1999.
Profit Sharing and Retirement Plan
Committee
Market Facts, Inc. Profit Sharing and
Retirement Plan
Thomas H. Payne, Chairman
Anthony J. Solarz
Timothy J. Sullivan
4
<PAGE>
TENDER ELECTION FORM
FOR SHARES IN THE MARKET FACTS, INC.
PROFIT SHARING AND RETIREMENT PLAN
("PROFIT SHARING PLAN")
(NOTE: Before completing this Tender Election Form, you should refer to the
Letter dated May 10, 1999 from the Profit Sharing and Retirement Plan Committee
of The Market Facts, Inc. Profit Sharing and Retirement Plan included with this
Tender Election Form (the "Letter").
TO THE TRUSTEE OF THE PROFIT SHARING AND RETIREMENT PLAN:
I am a participant in the Market Facts, Inc. Profit Sharing and Retirement
Plan who has shares in the Company Stock Fund and, as such, I have received a
copy of the Offer to Purchase dated May 4, 1999 (the "Offer to Purchase"),
relating to the Offer by Aegis Acquisition Corp., a Delaware corporation
("Purchaser"), and indirect wholly owned subsidiary of Aegis Group plc, a
company incorporated under the laws of England and Wales, to purchase all of the
outstanding shares of Common Stock of Market Facts, Inc. (the "Shares") at a
price of $31.00 per Share, net to the seller in cash.
Please tender to Purchaser, on my behalf, the number of Shares indicated on
the reverse side of this Tender Election Form, which are allocated to my Profit
Sharing Plan account as of May 20, 1999 and held by you under the Company Stock
Fund of the Profit Sharing Plan, at a price of $31.00 per Share and upon the
terms and subject to the conditions contained in the Offer to Purchase, the
receipt of which is hereby acknowledged. I understand that set forth on the
reverse side of this Tender Election Form is the number of Shares allocated to
me as of May 4, 1999 in the Company Stock Fund under my individual account in
the Profit Sharing Plan, according to the records of the Profit Sharing Plan
record keeper. I understand that this number of Shares may increase or decrease
between May 4, 1999 and May 20, 1999 based on transactions in the Profit Sharing
Plan made at my direction, and that I will only be permitted to tender Shares
which are owned by me as of May 20, 1999.
I have read and understand the Offer to Purchase and the Letter, and I agree
to be bound by the terms of the Offer. I hereby direct the Trustee to tender
these Shares on my behalf proportionately from my (i) Employee Pre-Tax
Contributions; (ii) Company Match Contributions; (iii) Company Profit Sharing
Contributions; and (iv) Rollover Contributions, if any. I understand that any
proceeds will continue to be held in the Profit Sharing Plan and will be
invested in the CIGNA Guaranteed Income Fund (the "Guaranteed Fund") until I
elect to transfer all or any portion of my balance in the Guaranteed Fund to one
or more of the other investment funds within the Profit Sharing Plan. I
understand and declare that if the tender of my Shares is accepted, the payment
therefor will be full and adequate compensation for these Shares in my judgment,
notwithstanding any potential fluctuation in the price of the Shares between the
last day I can withdraw my tender and the date the tendered Shares are taken up
and paid for by Purchaser.
E-1
<PAGE>
[INSERT NAME, ADDRESS, AND NUMBER OF SHARES]
TENDER INSTRUCTIONS TO THE PARTICIPANT:
Please complete and initial 1 OR 2 below:
1. I hereby confirm that I would like to tender all Shares allocated to my
Company Stock Fund Account as of May 20, 1999. Initial _______
OR
2. I hereby confirm that I would like to tender ____________
Shares. Initial _______
Please be advised that in the event the number of shares you elect to tender
under option 2 above exceeds the actual number of shares allocated to your
Company Stock Fund Account as of May 20, 1999, only those shares allocated to
your Company Stock Fund Account as of May 20, 1999 will be tendered by the
Trustee.
<TABLE>
<CAPTION>
<S> <C>
- -------------------------------------------- --------------------------------------------
Date Signature of Participant
- -------------------------------------------- --------------------------------------------
Social Security Number Print Name
- -------------------------------------------- --------------------------------------------
Daytime Telephone Number Print Street Address
--------------------------------------------
Print City, State and Zip
</TABLE>
NOTE: THIS TENDER ELECTION FORM MUST BE COMPLETED AND SIGNED IF SHARES HELD
IN THE PROFIT SHARING PLAN ARE TO BE TENDERED. IF THE FORM IS NOT SIGNED, THE
DIRECTIONS INDICATED WILL NOT BE ACCEPTED. PLEASE RETURN THIS TENDER ELECTION
FORM TO THE DEPOSITARY FOR THE OFFER, USING THE PREADDRESSED REPLY ENVELOPE
PROVIDED WITH YOUR TENDER MATERIALS. THE METHOD OF DELIVERY OF THIS DOCUMENT IS
AT THE OPTION AND RISK OF THE TENDERING STOCKHOLDER. IF DELIVERY IS BY MAIL,
CERTIFIED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED.
IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE DELIVERY. YOUR
INSTRUCTION FORM (OR A MANUALLY SIGNED FACSIMILE THEREOF) MUST BE RECEIVED BY
THE DEPOSITARY PRIOR TO 5:00 P.M. NEW YORK TIME, ON MAY 26, 1999.
YOUR DECISION WHETHER OR NOT TO HAVE YOUR PROFIT SHARING PLAN SHARES
TENDERED WILL BE KEPT CONFIDENTIAL.
E-2
<PAGE>
EXHIBIT 99(a)(9)
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF
COMMON STOCK
OF
MARKET FACTS, INC.
BY
AEGIS ACQUISITION CORP.
A WHOLLY OWNED SUBSIDIARY OF
AEGIS GROUP PLC
AT
$31.00 NET PER SHARE
May 10, 1999
Dear Participant in the Market Facts, Inc. Employee Stock Ownership Plan:
Enclosed for your consideration are the Offer to Purchase dated May 4, 1999
(the "Offer to Purchase") (which, as amended or supplemented from time to time,
together with the enclosed Letter of Transmittal, constitute the "Offer") and
other materials relating to the Offer by Aegis Acquisition Corp., a Delaware
corporation ("Purchaser") and an indirect wholly owned subsidiary of Aegis Group
plc, a company incorporated under the laws of England and Wales ("Parent"), 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, without interest,
upon the terms and subject to the conditions set forth in the Offer. Also
enclosed is the letter to stockholders of the Company from the Chairman and
Chief Executive Officer of the Company accompanied by the Company's
Solicitation/Recommendation Statement on Schedule 14D-9.
As a participant in the Market Facts, Inc. Employee Stock Ownership Plan
(the "ESOP"), you may direct the trustee of the ESOP to "tender" (offer to sell)
some or all of the Shares (excluding fractional Shares) allocated to your
account in the ESOP ("ESOP Account") by following the instructions set out in
this letter.
Please note that the Shares in your ESOP Account are held in trust for your
benefit and that CG Trust Company, the trustee of the ESOP (the "Trustee"), is
the holder of record of those Shares. Accordingly, the Trustee is the party who
actually tenders Shares from your ESOP Account. The Trustee will tender some or
all of the Shares in your ESOP Account according to your submitted election.
THE PROCEEDS FROM ANY SALE OF SHARES FROM YOUR ESOP ACCOUNT WILL CONTINUE TO BE
HELD IN THE ESOP AND WILL BE INVESTED IN THE CIGNA GUARANTEED INCOME FUND UNTIL
THE ESOP IS TERMINATED OR UNTIL YOU ARE OTHERWISE ELIGIBLE TO RECEIVE A
DISTRIBUTION FROM THE ESOP. IT IS EXPECTED THAT THE ESOP WILL BE TERMINATED AND
THE BALANCE IN YOUR ESOP ACCOUNT WILL BE DISTRIBUTED TO YOU AFTER THE "MERGER"
(AS HEREINAFTER DEFINED). HOWEVER, DISTRIBUTIONS FOLLOWING TERMINATION OF THE
ESOP MAY BE DELAYED UNTIL THE INTERNAL REVENUE SERVICE ISSUES A DETERMINATION
LETTER INDICATING THAT THE ESOP REMAINS UPON TERMINATION A "QUALIFIED PLAN"
WITHIN THE MEANING OF SECTION 401(a) OF THE INTERNAL REVENUE CODE OF 1986.
Your attention is directed to the following:
1. The tender price is $31.00 per Share, net to the seller in cash, without
interest, upon the terms and subject to the conditions of the Offer.
<PAGE>
2. The Offer and withdrawal rights will expire at 12:00 midnight, New York
City time, on Tuesday, June 1, 1999, unless the Offer is extended (the
"Expiration Date"). However, your Tender Election Form must be received by the
Depositary no later than 5:00 P.M. New York time on May 26, 1999.
3. 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 Parent,
Purchaser and the Company. The Merger Agreement provides that, among other
things, following the consummation of the Offer and the satisfaction or waiver
of certain conditions set forth in the Merger Agreement, Purchaser will be
merged with and into the Company (the "Merger"). At the effective time of the
Merger, each outstanding Share (other than Shares held in the treasury of the
Company, owned by Parent, Purchaser or any other wholly owned subsidiary of
Parent or held by stockholders who perfect their dissenters' rights under
Delaware law) will be converted into the right to receive the per Share price
paid in the Offer, without interest.
4. The Board of Directors of the Company has unanimously determined that
each of the Merger Agreement, the Offer and the Merger are fair to and in the
best interests of the stockholders of the Company, approved the Merger Agreement
and the transactions contemplated thereby, including the Offer and the Merger,
and recommended acceptance of the Offer, approval and adoption of the Merger
Agreement and approval of the Merger by the stockholders of the Company.
5. The Offer is conditioned upon, among other things, there being validly
tendered and not withdrawn prior to the expiration or termination of the Offer,
a number of Shares which will constitute a majority of the total number of
Shares outstanding on a fully diluted basis, less the number of Shares Purchaser
can acquire under an Option and Voting Agreement, dated as of April 29, 1999
between Parent and the stockholders of the Company who are parties thereto (the
"Minimum Condition"). Subject to the terms of the Merger Agreement, the Offer is
also subject to other terms and conditions, including receipt of certain
regulatory approvals, set forth in the Offer to Purchase. Any or all conditions
to the Offer (other than the Minimum Condition) may be waived by Purchaser.
The Offer is being made to all holders of Shares. The Offer is not being
made to, nor will tenders be accepted from or on behalf of, holders of Shares in
any jurisdiction in which the making of the Offer or acceptance thereof would
not be in compliance with the laws of such jurisdiction. In any jurisdiction
where the securities, blue sky or other laws require the Offer to be made by a
licensed broker or dealer, the Offer shall be deemed to be made on behalf of
Purchaser by Morgan Stanley Dean Witter or one or more registered brokers or
dealers licensed under the laws of such jurisdictions.
If you wish to tender any Shares held in your ESOP Account, you must submit
the Tender Election Form For Shares in the Market Facts, Inc. Employee Stock
Ownership Plan (the "Tender Election Form") included with this letter. ANY
ELECTION TO TENDER SHARES HELD IN YOUR ESOP ACCOUNT MADE ON A FORM OTHER THAN
THE TENDER ELECTION FORM SPECIFICALLY DESIGNATED FOR THE ESOP WILL BE VOID. If
you do not submit the Tender Election Form, no Shares in your ESOP Account will
be tendered by the Trustee.
Notwithstanding the foregoing, the Trustee is obligated under the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), always to carry
out its fiduciary responsibilities to the ESOP and its participants. THE
TRUSTEE, THEREFORE, MAY NOT RECOGNIZE A TENDER ELECTION (OR FAILURE TO ELECT) IF
THE TRUSTEE BELIEVES SUCH RECOGNITION WILL BE INCONSISTENT WITH THE PROPER
EXERCISE OF ITS FIDUCIARY DUTY, OR CONTRARY TO THE PROVISIONS OF ERISA. If such
a situation occurs, the Trustee will act as it deems appropriate in accordance
with its duty and the requirements of ERISA.
NEITHER THE ESOP COMMITTEE NOR THE PLAN TRUSTEE MAKES ANY RECOMMENDATION TO
ANY PARTICIPANT AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING SHARES. Before
making a decision, you should read carefully the materials in the enclosed Offer
to Purchase and the Tender Election Form.
2
<PAGE>
POTENTIAL TAX CONSEQUENCES OF COMPLETION OF THE OFFER
Generally, cash distributions from an ESOP that are not rolled over into an
IRA or another qualified plan are taxable as ordinary income. However, Shares
that you receive in certain types of distributions from the ESOP may be eligible
for favorable tax treatment if the Shares increased in value while they were
held by the ESOP. In these distributions the increase in the value of the
Shares, called "net unrealized appreciation," will not be taxable to you upon
distribution, but rather will be taxed to you when you sell the Shares. When you
sell the Shares, any gain realized on the sale will be long-term or short-term
capital gain.
To the extent that you elect to tender your ESOP Shares into the Offer, and
the Offer is completed, you will lose any opportunity for future distributions
of Shares from the ESOP, and the ability to defer the taxation of any net
unrealized appreciation in distributed Shares and to have such net unrealized
appreciation taxed as capital gains. The special tax treatment referred to above
will not apply to any distribution from the ESOP paid solely in cash.
HOW TO TENDER SHARES; COMPLETION OF TENDER ELECTION FORM
If you wish to direct the Trustee to tender some or all of the Shares in
your ESOP Account, you must complete and return the enclosed Tender Election
Form in accordance with the instructions specified thereon.
PLEASE NOTE THAT, ALTHOUGH THE DEADLINE FOR THE TRUSTEE TO TENDER YOUR
SHARES IS JUNE 1, 1999, YOU MUST SEND YOUR TENDER ELECTION FORM BY MAIL, COURIER
OR HAND DELIVERY FOR RECEIPT NO LATER THAN 5:00 P.M. NEW YORK TIME, ON MAY 26,
1999. Tender Election Forms that are received after this deadline, Tender
Election Forms which are not properly completed, and tender elections submitted
on the wrong form, will not be accepted. Examples of improperly completed Tender
Election Forms include forms which are not signed and forms which contain
incorrect or incomplete information. You also may withdraw any tender you have
made under the Offer provided you do so prior to the May 26, 1999 deadline or,
if Purchaser has not yet accepted Shares for payment, after 12:00 Midnight, New
York City time, on July 2, 1999 (See "Withdrawing Your Instruction to Tender.")
Tender Election Forms should be sent to First Chicago Trust Company of New
York, the Depositary for the Offer, in the enclosed envelope at the address set
forth below:
<TABLE>
<S> <C> <C>
BY MAIL: BY OVERNIGHT DELIVERY: BY HAND:
First Chicago Trust Company First Chicago Trust Company First Chicago Trust Company
of New York of New York of New York
Corporate Actions, Suite Corporate Actions, Suite c/o Securities Transfer and
4660 4680 Reporting Services Inc.
P.O. Box 2569 14 Wall Street, 8th Floor Attn: Corporate Actions
Jersey City, NJ 07303-2569 New York, NY 10005 100 William Street, Galleria
New York, NY 10038
</TABLE>
IN ORDER TO HAVE ANY SHARES TENDERED, YOU MUST COMPLETE AND SIGN YOUR TENDER
ELECTION FORM. IF YOU DO NOT SIGN THE FORM, YOUR DIRECTIONS WILL NOT BE ACCEPTED
AND THE INSTRUCTION FORM, AS WELL AS YOUR DIRECTIONS, WILL BE VOID.
WITHDRAWING YOUR INSTRUCTION TO TENDER
As more fully described in Section 4 of the Offer to Purchase, tenders will
be deemed irrevocable unless withdrawn by the dates specified therein. If you
instruct the Trustee to tender Shares, and you subsequently decide to withdraw
your instructions, you may do so by sending a notice of withdrawal to the
3
<PAGE>
Depositary. THE NOTICE OF WITHDRAWAL WILL BE EFFECTIVE ONLY IF IT IS IN WRITING
AND IS RECEIVED BY THE DEPOSITARY AT OR BEFORE 5:00 P.M., NEW YORK TIME, ON MAY
26, 1999 OR, IF THE COMPANY HAS NOT YET ACCEPTED SHARES FOR PAYMENT, AFTER 12:00
MIDNIGHT, NEW YORK CITY TIME, ON JULY 2, 1999. A notice of withdrawal may be
delivered to the Depositary by mail, courier, facsimile or hand delivery at the
address shown above under "How to Tender Shares; Completion of Tender Election
Form."
Any notice of withdrawal to the Depositary must specify: (i) your name, (ii)
your social security number, (iii) a telephone number where you can be reached
during the hours of 9:00 A.M. to 5:00 P.M., New York time, on business days,
(iv) the number of Shares you initially elected to tender, and (v) the number of
Shares to be withdrawn from the tender. The notice must also be signed by you.
Upon the Depositary's receipt of a timely written notice of withdrawal
containing the required information, previous instructions to tender with
respect to such Shares will be deemed cancelled. If any required information is
omitted from your notice of withdrawal, or if such notice is incorrect or
otherwise not proper, and the Depositary is unable to reach you to correct any
such defect, your notice of withdrawal will be void. After giving a notice of
withdrawal, if you later wish to retender Shares, you may call Anthony J.
Solarz, Vice President and Controller, Market Facts, Inc., 3040 West Salt Creek
Lane, Arlington Heights, IL 60005, (847) 590-3860 to obtain a new Tender
Election Form for the ESOP. Any new Tender Election Form for the ESOP must be
received by the Depositary at or before 5:00 P.M., New York time, on May 26,
1999.
ESOP Committee
Market Facts, Inc. Employee Stock
Ownership Plan
Thomas H. Payne, Chairman
Anthony J. Solarz
Timothy J. Sullivan
4
<PAGE>
TENDER ELECTION FORM
FOR SHARES IN THE MARKET FACTS, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
("ESOP")
(NOTE: Before completing this Tender Election Form, you should refer to the
Letter dated May 10, 1999 from the ESOP Committee of The Market Facts, Inc.
Employee Stock Ownership Plan included with this Tender Election Form (the
"Letter").
TO THE TRUSTEE OF THE EMPLOYEE STOCK OWNERSHIP PLAN:
I am a participant in the Market Facts, Inc. Employee Stock Ownership Plan
who has shares in my ESOP account and, as such, I have received a copy of the
Offer to Purchase dated May 4, 1999 (the "Offer to Purchase"), relating to the
Offer by Aegis Acquisition Corp., a Delaware corporation ("Purchaser"), and
indirect wholly owned subsidiary of Aegis Group plc, a company incorporated
under the laws of England and Wales, to purchase all of the outstanding shares
of Common Stock of Market Facts, Inc. (the "Shares") at a price of $31.00 per
Share, net to the seller in cash.
Please tender to Purchaser, on my behalf, the number of Shares indicated on
the reverse side of this Tender Election Form, which are allocated to my ESOP
Account as of May 20, 1999 and held by you under the ESOP, at a price of $31.00
per Share and upon the terms and subject to the conditions contained in the
Offer to Purchase, the receipt of which is hereby acknowledged. I understand
that set forth on the reverse side of this Tender Election Form is the number of
Shares allocated to me as of May 4, 1999 in my ESOP Account, according to the
records of the ESOP record keeper.
I have read and understand the Offer to Purchase and the Letter, and I agree
to be bound by the terms of the Offer. I understand and declare that if the
tender of my Shares is accepted, the payment therefor will be full and adequate
compensation for these Shares in my judgment, notwithstanding any potential
fluctuation in the price of the Shares between the last day I can withdraw my
tender and the date the tendered Shares are taken up and paid for by Purchaser.
E-1
<PAGE>
[INSERT NAME, ADDRESS, AND NUMBER OF SHARES]
TENDER INSTRUCTIONS TO THE PARTICIPANT:
Please complete and initial 1 OR 2 below:
1. I hereby confirm that I would like to tender all Shares allocated to my
ESOP Account as of May 20, 1999. Initial _______
OR
2. I hereby confirm that I would like to tender ____________
Shares. Initial _______
Please be advised that in the event the number of shares you elect to tender
under option 2 above exceeds the actual number of shares allocated to your ESOP
Account as of May 20, 1999, only those shares allocated to your ESOP Account as
of May 20, 1999 will be tendered by the Trustee.
<TABLE>
<CAPTION>
<S> <C>
- -------------------------------------------- --------------------------------------------
Date Signature of Participant
- -------------------------------------------- --------------------------------------------
Social Security Number Print Name
- -------------------------------------------- --------------------------------------------
Daytime Telephone Number Print Street Address
--------------------------------------------
Print City, State and Zip
</TABLE>
NOTE: THIS TENDER ELECTION FORM MUST BE COMPLETED AND SIGNED IF SHARES HELD
IN THE ESOP ARE TO BE TENDERED. IF THE FORM IS NOT SIGNED, THE DIRECTIONS
INDICATED WILL NOT BE ACCEPTED. PLEASE RETURN THIS TENDER ELECTION FORM TO THE
DEPOSITARY FOR THE OFFER, USING THE PREADDRESSED REPLY ENVELOPE PROVIDED WITH
YOUR TENDER MATERIALS. THE METHOD OF DELIVERY OF THIS DOCUMENT IS AT THE OPTION
AND RISK OF THE TENDERING STOCKHOLDER. IF DELIVERY IS BY MAIL, CERTIFIED MAIL
WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES,
SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE DELIVERY. YOUR INSTRUCTION FORM (OR
A MANUALLY SIGNED FACSIMILE THEREOF) MUST BE RECEIVED BY THE DEPOSITARY PRIOR TO
5:00 P.M. NEW YORK TIME, ON MAY 26, 1999.
YOUR DECISION WHETHER OR NOT TO HAVE YOUR ESOP SHARES TENDERED WILL BE KEPT
CONFIDENTIAL.
E-2
