MARKET FACTS INC, SC 14D1/A, 1999-05-14

MARKET FACTS INC
SC 14D1/A, 1999-05-14
ENGINEERING, ACCOUNTING, RESEARCH, MANAGEMENT

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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14D-1/A
(AMENDMENT NO. 1)
TENDER OFFER STATEMENT

PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934

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)

<PAGE>

This Amendment No.1 amends and supplements the combined Tender Offer
Statement on Schedule 14D-1 and Statement on Schedule 13D originally filed
with the Securities and Exchange Commission on May 4, 1999 (collectively the
"Schedule 14D-1 & Schedule 13D"), by Aegis Group plc, a corporation
incorporated under the laws of England and Wales ("Parent"), and Aegis
Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of
Parent ("Merger Sub"), 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 (the "Offer
to Purchase") and in the related Letter of Transmittal.

ITEM 11. MATERIAL TO BE FILED AS EXHIBITS

Item 11 is hereby amended to add the following:

(a)(10) Letter dated May 7, 1999 to Participants in the Market Facts, Inc.
Profit Sharing and Retirement Plan.

(a)(11) Letter dated May 7, 1999 to Participants in the Market Facts, Inc.
Employee Stock Ownership Plan.

1
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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.

Dated: May 13, 1999 Aegis Group plc

By: /s/ Eleonore Sauerwein
-------------------------
Name: Eleonore Sauerwein, Esq.
Title: Group Legal Director

Aegis Acquisition Corp.

By: /s/ Eleonore Sauerwein
-------------------------
Name: Eleonore Sauerwein, Esq.
Title: Group Legal Director

2
<PAGE>

EXHIBIT INDEX

EXHIBIT
NUMBER DESCRIPTION
- -------- -----------

(a)(10) Letter dated May 7, 1999 to Participants in the Market Facts, Inc.
Profit Sharing and Retirement Plan.

(a)(11) Letter dated May 7, 1999 to Participants in the Market Facts, Inc.
Employee Stock Ownership Plan.

<PAGE>

EXHIBIT (a)(10)

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:

<PAGE>

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.

3. The Offer is being made pursuant to an Agreement and Plan of
Merger, dated as ofApril 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.

2
<PAGE>

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.

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.

3
<PAGE>

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:

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 4660 Corporate Actions, Suite 4680 c/o Securities Transfer and
P.O. Box 2569 14 Wall Street, 8th Floor Reporting Services Inc.
Jersey City, NJ 07303-2569 New York, NY 10005 Attn: Corporate Actions
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.

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

4
<PAGE>

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

5
<PAGE>

TENDER ELECTION FORM
FOR SHARES IN THE MARKET FACTS, INC.
("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.

6
<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 _______

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.

- -------------------------------- --------------------------------
Date Signature of Participant

- -------------------------------- --------------------------------
Social Security Number Print Name

- -------------------------------- --------------------------------
Daytime Telephone Number Print Street Address

--------------------------------
Print City, State and Zip

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.

<PAGE>

EXHIBIT (a)(11)

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:

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

1
<PAGE>

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.

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.

2
<PAGE>

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.

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.

3
<PAGE>

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:

WITHDRAWING YOUR INSTRUCTION TO TENDER

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.

5
<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 _______

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.

- -------------------------------- --------------------------------
Date Signature of Participant

- -------------------------------- --------------------------------
Social Security Number Print Name

- -------------------------------- --------------------------------
Daytime Telephone Number Print Street Address

--------------------------------
Print City, State and Zip

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.