<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934, (Amendment No. _____)
Filed by the registrant /X/
Filed by a party other than the registrant / /
Check the appropriate box:
/ / Preliminary proxy statement
/ / Confidential, for use of the Commission only (as permitted by
Rule 14a-6(e)(2))
/X/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
MARKET FACTS, INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of filing fee (Check the appropriate box):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transactions applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it
was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount previously paid:
------------------------------------------------
(2) Form, schedule or registration statement number:
------------------------------------------------
(3) Filing party:
------------------------------------------------
(4) Date filed:
------------------------------------------------
<PAGE>
MARKET FACTS, INC.
3040 West Salt Creek Lane
Arlington Heights, Illinois 60005
- -------------------------------------------------------------------------------
NOTICE OF
ANNUAL MEETING
AND
PROXY STATEMENT
- -------------------------------------------------------------------------------
ANNUAL MEETING OF STOCKHOLDERS
APRIL 28, 1999
<PAGE>
MARKET FACTS, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 28, 1999
TO THE STOCKHOLDERS OF MARKET FACTS:
Notice is hereby given that the Annual Meeting of Stockholders of Market
Facts, Inc., a Delaware corporation, will be held at the Wyndham Hotel Northwest
Chicago, 400 Park Boulevard in Itasca, Illinois on Wednesday, April 28, 1999 at
10:30 A.M. for the following purposes:
(1) To elect four (4) directors to serve for a term of three (3) years, as
specified in the proxy statement or until their successors are elected and
qualify.
(2) To transact such other business as may properly come before the
meeting.
The Annual Report of the Company for the fiscal year ended December 31,
1998 accompanies this Notice.
By Order of the Board of Directors,
WESLEY S. WALTON
SECRETARY
Arlington Heights, Illinois
March 25, 1999
- -------------------------------------------------------------------------------
IMPORTANT
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
A proxy statement and proxy are submitted herewith. ALL STOCKHOLDERS ARE
URGED TO COMPLETE AND MAIL THE PROXY PROMPTLY. The enclosed envelope for
return of proxy requires no postage if mailed in the U.S.A. Stockholders
attending the meeting may personally vote on all matters which are
considered, in which event the signed proxy is revoked. It is important that
your stock be voted.
- -------------------------------------------------------------------------------
<PAGE>
MARKET FACTS, INC.
PROXY STATEMENT
3040 West Salt Creek Lane
Arlington Heights, Illinois 60005
(847) 590-7000
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Market Facts, Inc. (the "Company") for use
at the Annual Meeting of Stockholders of the Company to be held on April 28,
1999 (the "Annual Meeting"). A stockholder may revoke a proxy at any time prior
to the exercise of the powers therein granted. This may be done prior to the
Annual Meeting by written revocation sent to the Secretary of the Company at the
principal office of the Company, 3040 West Salt Creek Lane, Arlington Heights,
Illinois 60005; or it may be done personally upon oral or written request at the
Annual Meeting. All expenses in connection with the solicitation of proxies will
be borne by the Company. In addition to the use of the mail, proxies may be
solicited personally, by telephone or by facsimile. This Proxy Statement and
proxy are being mailed on or about March 25, 1999 to all stockholders of record
on March 10, 1999.
VOTING SECURITIES
The Board of Directors has fixed the close of business on March 10, 1999
as the record date for the determination of the stockholders entitled to notice
of and to vote at the Annual Meeting and any adjournment thereof,
notwithstanding any subsequent transfers of stock. The stock transfer books of
the Company will not be closed.
On March 10, 1999, the Company had outstanding voting securities
consisting of 8,943,501 shares of Common Stock and 100 shares of Series B
Preferred Stock ("Series B Stock"). Three of the directors to be elected at the
Annual Meeting will be elected by the holders of the Common Stock and one
director will be elected by the holder of the Series B Stock. The Series B Stock
and 22.78% of the outstanding Common Stock are held by MFI Investors L.P., a
Delaware limited partnership (the "Partnership"), of which MFI Associates, Inc.,
a Delaware corporation, is the general partner (the "General Partner"). Two
directors of the Company are officers, directors and stockholders of the General
Partner. Holders of the Common Stock are entitled to one vote per share. The
Partnership, as the holder of the Series B Stock, is entitled to elect three
directors, subject to decrease as its percentage ownership of Common Stock
decreases. See "Certain Transactions--Investment Agreement; Rights of Series B
Stock."
2
<PAGE>
SECURITY OWNERSHIP OF FIVE PERCENT BENEFICIAL OWNERS
The following table sets forth all persons known by the Board of
Directors to be beneficial owners of more than five percent of the Company's
Common Stock and Series B Preferred Stock outstanding as of March 10, 1999:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
NAME AND ADDRESS NUMBER AND CLASS OF SHARES AND PERCENT
OF BENEFICIAL OWNER NATURE OF BENEFICIAL OWNERSHIP(1) OF CLASS
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Ned L. Sherwood 2,042,732(2) 22.83%
MFI Investors L.P. Common Stock
54 Morris Lane
Scarsdale, New York 10583 100(2) 100%
Series B Stock
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
CG Trust Company (3) 809,836 9.06%
525 West Monroe St. Common Stock
Chicago, Illinois 60661
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
Marsh & McLennan Companies, Inc. (4) 465,100 5.20%
1166 Avenue of the Americas Common Stock
New York, NY 10036
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
AMVESCAP PLC (5) 556,400 6.23%
11 Devonshire Square Common Stock
London EC2M 4YR England
- -------------------------------------------------------------------------------------------------------------------
- ------------------------------------
</TABLE>
(1) The nature of beneficial ownership of securities is direct, and arises from
sole voting and investment power, unless otherwise indicated by footnote.
(2) Shares are held of record by MFI Investors L.P., a Delaware limited
partnership (the "Partnership"), of which MFI Associates, Inc., a Delaware
corporation, is the general partner (the "General Partner"). The General Partner
has the sole voting and dispositive power over the Common Stock and Series B
Stock held by the Partnership, and Mr. Sherwood has voting control over 52.6% of
the outstanding voting securities of the General Partner. He may therefore be
deemed to beneficially own all of such shares. Pursuant to the terms of the
Series B Stock, the Partnership has the right to elect three directors.
Additional information regarding the Partnership, the General Partner and the
Series B Stock is included under "Certain Transactions--Investment Agreement;
Rights of Series B Stock." Also includes 5,400 shares subject to options
exercisable by Mr. Sherwood within 60 days.
(3) CG Trust Company is a unit of Connecticut General Life Insurance Company,
Hartford, CT, and is the Trustee of the Market Facts, Inc. Profit Sharing and
Retirement Plan ("Profit Sharing Plan") and the Market Facts, Inc. Employee
Stock Ownership Plan ("ESOP"). As of March 10, 1999, the Market Facts Stock Fund
of the Profit Sharing Plan held 423,927 shares of Common Stock for the benefit
of Company employees and the ESOP held 385,909 shares.
(4) Based solely on a Schedule 13G filed with the Securities and Exchange
Commission (the "SEC") on February 5, 1999 reflecting ownership as of December
31, 1998. According to the Schedule 13G, Marsh & McLennan Companies, Inc.'s
wholly owned subsidiary Putnam Investments, Inc. wholly owns two registered
investment advisers: (i) Putnam Investment Management, Inc. ("PIM"), which is
the investment adviser to the Putnam family of mutual funds; and (ii) The Putnam
Advisory Company, Inc. ("PAC"), which is the investment adviser to Putnam's
institutional clients. PIM has shared dispositive power over 149,900 shares.
Each of PIM's mutual fund client's trustees has voting power over the shares
held by each fund. PAC has shared dispositive power over 315,200 shares, and
shares voting power over 263,200 of such shares with its institutional clients.
(5) Based solely on a Schedule 13G filed with the SEC on February 11, 1999
reflecting ownership as of December 31, 1998. Represents 556,400 shares
beneficially owned by AMVESCAP PLC. AMVESCAP PLC and five of its subsidiaries
(AVZ, Inc., AIM Management Group Inc., AMVESCAP Group Services, Inc., INVESCO,
Inc. and INVESCO North American Holdings, Inc.) have shared voting and shared
dispositive power with respect to the 556,400 shares of Common Stock. Such
shares are held by the AMVESCAP PLC subsidiaries on behalf of other persons who
have the right to receive or the power to direct the receipt of dividends from
such shares or the proceeds from the sale of such shares. The interest of any
such persons does not exceed 5% of the outstanding shares of Common Stock.
3
<PAGE>
SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth certain information with respect to the
beneficial ownership of the Company's Common Stock as of March 10, 1999 by (i)
each of the Company's directors and executive officers and (ii) all directors
and executive officers of the Company as a group.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
PERCENT OF
NAME OF BENEFICIAL OWNER NUMBER AND NATURE OF CLASS
BENEFICIAL OWNERSHIP(1)
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
William W. Boyd 12,600 (2) 0.14%
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
Verne B. Churchill 64,198 (3) 0.72%
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
Lawrence W. Labash 118,171 (4) 1.32%
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
Jeffery A. Oyster 4,800 (5) 0.05%
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
Thomas H. Payne 144,494 (6) 1.61%
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
Karen E. Predow 5,400 (7) 0.06%
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
Sanford M. Schwartz 251,794 (8) 2.81%
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
Ned L. Sherwood 2,042,732 (9) 22.83%
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
Timothy J. Sullivan 134,295(10) 1.50%
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
Jack R. Wentworth 6,200(11) 0.07%
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
All directors and executive officers as a group (10 people) 2,784,684(12) 30.80%
- --------------------------------------------------------------------------------------------------------------------
- -------------------------
</TABLE>
(1) The nature of beneficial ownership of securities is direct, and arises from
sole voting and investment power, unless otherwise indicated by footnote.
(2) Includes 5,400 shares subject to options exercisable within 60 days; the
remaining shares are held in the William W. Boyd Insurance Trust and Janet S.
Boyd Insurance Trust.
(3) Includes 259 shares allocated to Mr. Churchill under the ESOP; 627 shares
held for his benefit in the Market Facts Stock Fund of the Profit Sharing Plan;
9,400 shares subject to options exercisable within 60 days; and 53,912 shares
held in the Churchill Family Trust.
(4) Includes 11,200 shares with respect to which voting and investment powers
are shared; 5,847 shares allocated to Mr. Labash under the ESOP; 41,748 shares
held for his benefit in the Market Facts Stock Fund of the Profit Sharing Plan;
and 13,000 shares subject to options exercisable within 60 days.
4
<PAGE>
(5) Includes 600 shares held by Mr. Oyster's wife as to which Mr. Oyster
disclaims beneficial ownership and 4,200 shares subject to options exercisable
by Mr. Oyster within 60 days. Does not include 2,037,332 shares of Common Stock
(the "MFI Shares") held of record by MFI Investors, L.P., a Delaware limited
partnership (the "Partnership"), of which MFI Associates, Inc., a Delaware
corporation, is the general partner (the "General Partner"). The General Partner
has the sole voting and dispositive power over the MFI Shares. Mr. Oyster holds
9.9% of the Class A Common Stock of the General Partner; however, he has granted
to Mr. Ned Sherwood an irrevocable proxy to vote one-half of his shares, which
together with proxies delivered by the other shareholders of the General
Partner, gives Mr. Sherwood voting control over 52.6% of the Class A Common
Stock of the General Partner. Therefore, Mr. Sherwood possesses voting control
over all of the MFI Shares owned by the Partnership.
(6) Includes 10,370 shares allocated to Mr. Payne under the ESOP; 24,896 shares
held for his benefit in the Market Facts Stock Fund of the Profit Sharing Plan;
and 26,000 shares subject to options exercisable within 60 days.
(7) Represents 5,400 shares subject to options exercisable within 60 days.
(8) Includes 221,400 shares which are subject to the terms of a Restricted Stock
Award. There were 400,000 shares awarded, which vest 10% each year over a
ten-year period that commenced January 5, 1993. As of March 10, 1999, 280,000 of
such shares had vested. Upon the termination of Dr. Schwartz's employment with
the Company, any unvested shares will be forfeited and returned to the Company.
Also includes 2,231 shares allocated to Dr. Schwartz under the ESOP; 7,563
shares held for his benefit in the Market Facts Stock Fund of the Profit Sharing
Plan; 13,000 shares subject to options exercisable within 60 days; and 7,600
shares held in trust for the benefit of his children.
(9) The shares beneficially owned by Mr. Sherwood include 2,037,332 shares held
of record by the Partnership and 5,400 shares subject to options exercisable by
Mr. Sherwood within 60 days. The Partnership also holds 100 shares of Series B
Stock. The General Partner has the sole voting and dispositive power over the
Common Stock and Series B Stock held by the Partnership, and Mr. Sherwood has
voting control over 52.6% of the outstanding voting securities of the General
Partner. He may therefore be deemed to beneficially own all of such shares. See
also note (5) above.
(10) Includes 3,197 shares allocated to Mr. Sullivan under the ESOP; 16,698
shares held for his benefit in the Market Facts Stock Fund of the Profit Sharing
Plan; and 11,400 shares subject to options exercisable within 60 days.
(11) Includes 5,400 shares subject to options exercisable within 60 days.
(12) Includes 11,200 shares with respect to which voting and investment powers
are shared; 21,904 shares allocated to executive officers under the ESOP; 91,532
shares held for the benefit of executive officers in the Market Facts Stock Fund
of the Profit Sharing Plan; and 98,600 shares subject to options exercisable
within 60 days. Also includes 2,037,332 shares of Common Stock held of record by
the Partnership.
5
<PAGE>
ELECTION OF DIRECTORS
Four directors of the Company will be elected at the Annual Meeting.
Three directors will be elected by the holders of the Common Stock and one
director will be elected by the Partnership as the holder of the Series B Stock.
See "Certain Transactions--Investment Agreement; Rights of Series B Stock" for a
description of the Series B Stock. The Company's Restated Certificate of
Incorporation divides the Board of Directors, which presently consists of ten
directors, into three classes, each having a term of three years. The Board has
nominated Mr. Labash, Mr. Payne and Dr. Schwartz to be elected by the holders of
the Common Stock (the "Common Stock Nominees"), and has endorsed Mr. Sherwood's
nomination by the holder of the Series B Stock to be elected by the holder of
the Series B Stock (the "Series B Nominee"). Each director will hold office for
a term of three years. It is intended that the enclosed proxy shall be voted for
the election of the Common Stock Nominees unless authority to do so is withheld.
In the event any of the Common Stock Nominees shall cease to be a candidate for
election for any reason, the proxy will be voted for a substitute nominee
designated by the Board of Directors and for the remaining nominees listed. The
Board of Directors currently has no reason to believe that any of the Common
Stock Nominees will be unwilling or unable to serve as a director if elected.
Any proxies given by stockholders cannot be voted for a greater number of
persons than the number of Common Stock Nominees listed and identified.
INFORMATION RESPECTING COMMON STOCK NOMINEES
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
PRINCIPAL OCCUPATION OR EMPLOYMENT
NAME AGE FOR LAST FIVE YEARS DIRECTOR SINCE
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Lawrence W. Labash 51 Executive Vice President of the Company since October 1998; January 24, 1994
prior thereto, Senior Vice President of the Company.
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
Thomas H. Payne 53 President and Chief Executive Officer of the Company since December 7, 1982
1996; prior thereto, President and Chief
Operating Officer of the Company.
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
Sanford M. Schwartz 47 Executive Vice President of the Company. October 28, 1992
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
INFORMATION RESPECTING SERIES B NOMINEE
- --------------------------------------------------------------------------------------------------------------------
PRINCIPAL OCCUPATION OR EMPLOYMENT
NAME AGE FOR LAST FIVE YEARS DIRECTOR SINCE
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Ned L. Sherwood 49 Managing partner of ZS Fund L.P., a New York-based investment June 6, 1996
partnership of which Zaleski, Sherwood & Co., Inc., (a private
investment firm of which Mr. Sherwood has been president since
1985) is the general partner and which provided financial
advisory services to the Company; also since 1996 an officer
and director of MFI Associates, Inc.,
a financial advisory services firm. Mr. Sherwood is also a
director of Sun Television Appliances, Inc., Kaye Group, Inc.,
and Mazel Stores, Inc.(1)
- --------------------------------------------------------------------------------------------------------------------
- -------------------------
</TABLE>
(1) Additional information regarding ZS Fund L.P., MFI Associates, Inc. and Mr.
Sherwood's election to the Board of Directors is included under "Certain
Transactions--Investment Agreement; Rights of Series B Stock" and "Certain
Transactions--Financial Advisory Agreements."
6
<PAGE>
CONTINUING DIRECTORS WHOSE TERMS OF OFFICE EXPIRE IN 2000
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
PRINCIPAL OCCUPATION OR EMPLOYMENT
NAME AGE FOR LAST FIVE YEARS DIRECTOR SINCE
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Verne B. Churchill 66 Chairman of the Board of Directors of the Company since 1996; March 13, 1967
prior thereto, Chairman and Chief Executive Officer
of the Company.
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
Karen E. Predow 50 Division Manager, Customer Sciences Division of AT&T, Basking February 3, 1993
Ridge, New Jersey since 1994; prior thereto,
Vice President of The Chase Manhattan Bank, N.A.,
New York, New York.
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
Jack R. Wentworth 70 Arthur M. Weimer Professor Emeritus of Business Administration April 17, 1988
and former Dean, Graduate School of Business, Indiana
University, Bloomington, Indiana.
Dr. Wentworth is also a director of Kimball International,
Inc. and Lone Star Industries, Inc.
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
CONTINUING DIRECTORS WHOSE TERMS OF OFFICE EXPIRE IN 2001
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
PRINCIPAL OCCUPATION OR EMPLOYMENT
NAME AGE FOR LAST FIVE YEARS DIRECTOR SINCE
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
William W. Boyd 72 Chairman of the Board of Sterling Plumbing Group, Inc., January 24, 1994
Rolling Meadows, Illinois. Mr. Boyd is a trustee of the Stein,
Roe and Farnham Mutual Funds. Mr. Boyd is also a trustee of
Elmhurst College, as well as a director of Cummins-Allison
Corp. and Kohler Company.
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
Timothy J. Sullivan 45 Chief Financial Officer of the Company since 1997 and August 21, 1997
Senior Vice President of the Company since 1996; prior
thereto, Vice President of the Company. Mr. Sullivan is also
Treasurer and Assistant Secretary of the Company.
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
Jeffery A. Oyster 33 Since 1995, a partner of ZS Fund L.P., a New York-based August 5, 1997
investment partnership which provides financial
advisory services to the Company; and since
1996, an officer and director of MFI
Associates, Inc., a financial advisory services
firm(1); prior thereto, Vice President of
Davenport Management, Inc., a Connecticut-based
private equity
partnership.
- --------------------------------------------------------------------------------------------------------------------
- -------------------------
</TABLE>
(1) Additional information regarding ZS Fund L.P., MFI Associates, Inc. and Mr.
Oyster's election to the Board of Directors is included under "Certain
Transactions--Investment Agreement; Rights of Series B Stock" and "Certain
Transactions--Financial Advisory Agreements."
7
<PAGE>
REMUNERATION OF NAMED EXECUTIVES
The Summary Compensation Table which follows includes, for each of the
fiscal years ended December 31, 1998, 1997 and 1996, individual compensation for
services to the Company and its subsidiaries paid to: (i) the Chief Executive
Officer and (ii) the four other executive officers of the Company (together, the
"Named Executives").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------
ANNUAL COMPENSATION LONG-TERM
COMPENSATION
AWARDS ALL OTHER
- -------------------------------------------------------------------------------------------------
- ----------------------------
NAME AND YEAR SALARY BONUS OTHER ANNUAL SECURITIES COMPENSATION(3)
PRINCIPAL POSITION COMPENSATION(1) UNDERLYING
OPTIONS
(SHARES)(2)
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Thomas H. Payne 1998 $232,803 $ 400,000 - 10,000 $ 9,417
1997 $218,880 $ 300,000 - 20,000 $ 9,136
President, Chief Executive 1996 $190,734 $ 200,000 - 40,000 $ 6,509
Officer and Director
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
Verne B. Churchill 1998 $195,180 $ -- - 3,000 $ 9,417
1997 $223,860 $ 150,000 - 10,000 $ 9,136
Chairman of the Board 1996 $216,400 $ 150,000 - 12,000 $ 6,509
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
Lawrence W. Labash 1998 $170,323 $ 150,000 - 13,000 $ 9,417
1997 $162,300 $ 105,000 - 10,000 $ 9,094
Executive Vice President 1996 $147,000 $ 85,000 - 20,000 $ 6,509
and Director
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
Sanford M. Schwartz 1998 $218,117 $ 75,000 - 5,000 $ 9,417
1997 $210,766 $ 50,000 - 10,000 $ 9,136
Executive Vice President 1996 $200,236 $ 35,000 - 20,000 $ 6,509
and Director
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
Timothy J. Sullivan 1998 $175,243 $ 90,000 - 5,000 $ 9,417
1997 $159,580 $ 60,000 - 6,000 $ 9,136
Chief Financial Officer, 1996 $140,435 $ 30,000 - 20,000 $ 6,509
Senior Vice President and
Director
- --------------------------------------------------------------------------------------------------------------------
- -------------------------
</TABLE>
(1) The total amount of perquisites and other personal benefits did not exceed
the lesser of $50,000 or 10% of total annual salary and bonus for any of the
Named Executives for any year shown.
(2) The options granted in 1998, 1997 and 1996 were granted pursuant to the
Company's 1996 Stock Plan.
(3) These amounts represent, for each of the Named Executives, amounts
contributed for their accounts pursuant to the Profit Sharing Plan and the ESOP.
Pursuant to the Profit Sharing Plan, the amounts credited to the Named
Executives in 1998, 1997 and 1996, respectively, were as follows: Mr. Payne,
$7,756, $8,135 and $5,786; Mr. Churchill, $7,756, $8,135 and $5,786; Mr. Labash,
$7,756, $8,093 and $5,786; Dr. Schwartz, $7,756, $8,135 and $5,786; and Mr.
Sullivan, $7,756, $8,135 and $5,786.
Pursuant to the ESOP, the amounts credited to the accounts of the Named
Executives in 1998, 1997 and 1996, respectively, were as follows: Mr. Payne,
$1,661, $1,001 and $723; Mr. Churchill, $1,661, $1,001 and $723; Mr. Labash,
$1,661, $1,001 and $723; Dr. Schwartz, $1,661, $1,001 and $723; and Mr.
Sullivan, $1,661, $1,001 and $723.
8
<PAGE>
STOCK OPTIONS
OPTION GRANTS IN LAST FISCAL YEAR
Shown below is information with respect to grants of nonqualified stock
options during the fiscal year ended December 31, 1998, to the Named Executives
which are reflected in the Summary Compensation Table on page 8.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------
POTENTIAL REALIZABLE VALUE AT ASSUMED ANNUAL
INDIVIDUAL GRANTS(1) RATES OF STOCK PRICE APPRECIATION FOR OPTION
TERM
- --------------------------------------------------------------------------------------------------------------------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS 5% 10%
NAME UNDERLYING GRANTED TO EXERCISE EXPIRATION
OPTIONS GRANTED EMPLOYEES IN PRICE DATE
1998(2)
----------------------------------------------
STOCK DOLLAR STOCK DOLLAR
PRICE(4) GAINS PRICE(4) GAINS
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Payne 10,000 6.96% $15.94 1/21/08 $25.96 $ 100,200 $41.34 $254,000
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
Churchill 3,000 2.09% $15.94 1/21/08 $25.96 $ 30,060 $41.34 $ 76,200
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
Labash 5,000 3.48% $15.94 1/21/08 $25.96 $ 50,100 $41.34 $127,000
8,000 5.57% $25.13 10/27/08 $40.93 $ 126,400 $65.18 $320,400
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
Schwartz 5,000 3.48% $15.94 1/21/08 $25.96 $ 50,100 $41.34 $127,000
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
Sullivan 5,000 3.48% $15.94 1/21/08 $25.96 $ 50,100 $41.34 $127,000
- --------------------------------------------------------------------------------------------------------------------
- -------------------------
</TABLE>
(1) These Nonqualified Stock Options ("NSOs") were granted pursuant to the
Company's 1996 Stock Plan (the "1996 Plan") and may not be exercised until they
vest. These NSOs vest 20% after 1 year, 40% after 2 years, 60% after 3 years,
80% after 4 years and 100% after 5 years, provided that on death, retirement,
permanent disability or a change of control, these NSOs may become fully vested
at the discretion of the Plan Committee.
(2) Based on 143,750 options granted to all employees.
(3) Based on the average closing sale price of the Common Stock of the Company
reported by Nasdaq as of the close of business on the three most recent trading
days including the date of grant.
(4) The share price represents the price of the Common Stock if the assumed
annual rates of stock price appreciation are achieved.
9
<PAGE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
Shown below is information with respect to options exercised by the Named
Executives during 1998 and unexercised options held by the Named Executives at
December 31, 1998.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------
NUMBER OF SECURITIES VALUE OF UNEXERCISED
SHARES VALUE UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
NAME ACQUIRED ON REALIZED ($) OPTIONS AT 12/31/98 AT 12/31/98
EXERCISE EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Payne 0 $ 0 20,000/50,000 $398,180/$829,120
- ------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------
Churchill 0 $ 0 6,800/18,200 $129,954/$290,736
- ------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------
Labash 0 $ 0 10,000/33,000 $199,090/$421,520
- ------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------
Schwartz 0 $ 0 10,000/25,000 $199,090/$414,560
- ------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------
Sullivan 0 $ 0 9,200/21,800 $188,590/$372,560
- ------------------------------------------------------------------------------------------------------
</TABLE>
EMPLOYMENT AGREEMENTS
In October 1996, Messrs. Payne, Sullivan and Labash entered into
Employment Agreements with the Company (the "1996 Agreements"). The 1996
Agreements commenced on October 28, 1996 and continue until terminated in
accordance with their provisions. The 1996 Agreements provide for an initial
base annual salary, and may be terminated by the Company without cause at any
time, or by the officer upon sixty (60) days written notice. The Company
furnishes life insurance coverage to the officers pursuant to the 1996
Agreements in an amount equal to one year's salary and bonus, and if a 1996
Agreement is terminated by the Company without cause, the officer shall be
entitled to receive his base salary through the first anniversary of the date of
the Company's notice of termination.
In October 1997, Dr. Schwartz entered into an Employment Agreement with
the Company. The Agreement commenced on October 1, 1997 and continues until
terminated in accordance with its provisions. The Agreement carries terms
substantially identical to the 1996 Agreements.
Each of the above Agreements provides that employment terminates upon the
officer's death, and may be terminated by the Company for cause, upon the
officer's disability, or by mutual agreement. In addition, such Agreements
provide that the initial salaries thereunder may be adjusted upward to conform
to alterations in the Company's compensation policy for officers. They also
provide for reimbursement of expenses, the right to participate in the Company's
benefit programs and eligibility for an annual bonus consistent with the
provisions and goals set by the Board of Directors for each bonus year. Such
Agreements contain confidentiality and noncompete restrictions during the term
of employment and for a period of one year thereafter.
10
<PAGE>
CERTAIN TRANSACTIONS
INVESTMENT AGREEMENT; RIGHTS OF SERIES B STOCK
In June 1996, the Company entered into an Investment Agreement (the
"Investment Agreement") among MFI Investors L.P. (the "Partnership"), MFI
Associates, Inc., the sole general partner of the Partnership (the "General
Partner") and the Company, whereby the Partnership acquired an ownership
interest in the Company's Common Stock and 100 shares of Series B Preferred
Stock, no par value (the "Series B Stock").
Mr. Ned L. Sherwood, a director of the Company, is an officer and
director of the General Partner and has an interest as a limited partner of the
Partnership. Mr. Jeffery A. Oyster, also a director of the Company, is also an
officer and director of the General Partner. Mr. Sherwood and Mr. Oyster are two
of the five voting stockholders of the General Partner.
The Series B Stock entitles the Partnership to elect three directors (the
"Series B Directors"), subject to decrease to two directors if its Common Stock
ownership is below 20%, one director if its Common Stock ownership is below 10%,
and no directors if its Common Stock ownership is less than 5%. Presently, the
Partnership has the right to elect one director in the class of directors to be
elected at the 1999 Annual Meeting (the "1999 Class"), and two directors in the
class elected at the 1998 Annual Meeting (the "1998 Class"). Mr. Oyster is
presently serving as a director in the 1998 Class and Mr. Sherwood is presently
serving in and has been nominated for re-election to the 1999 Class. The
Partnership may exercise its right to elect another director in the 1998 Class
at any time. Such director may not be a stockholder, partner, director, officer
or employee of the Partnership or the General Partner, and may not be an
employee or former employee of the Company. Any vacancy in a Series B
Directorship may be filled only with a nominee of the remaining Series B
Directors or the Partnership as the holder of the outstanding shares of Series B
Stock.
As long as the Partnership beneficially owns in excess of 15% of the
Common Stock, it shall have the right to have at least one Series B Director on
the Audit and Compensation Committees of the Board, and as long as any shares of
Series B Stock are outstanding, the Company may not increase its board of
directors to consist of more than 11 directors. Except as required by law, the
Series B Stock has no other voting rights.
With respect to the election or removal of directors (other than those
elected by the Partnership as holder of the Series B Stock), the Investment
Agreement provides that the Common Stock held by the Partnership is to be voted
proportionally in accordance with the vote of the Company's public stockholders
(defined as stockholders other than the Partnership and certain executive
officers of the Company).
With respect to other matters submitted to a vote of Company
stockholders, the Partnership may vote 19.9% of the total combined voting power
of all voting securities of the Company then outstanding according to its own
discretion, and shall vote proportionally in accordance with the votes cast by
the Company's public stockholders any of its shares in excess of 19.9%.
11
<PAGE>
FINANCIAL ADVISORY AGREEMENTS
In connection with the Investment Agreement, the Company and ZS Fund L.P.
entered into a Financial Advisory Agreement (the "1996 Agreement"), whereby ZS
Fund L.P. made available to the Company certain financial advisory services. The
1996 Agreement was scheduled to terminate upon the earliest to occur of June 6,
2001; the first date that the Partnership owned less than 5% of the outstanding
Shares; or a change of control of the Partnership. Pursuant to a Termination
Agreement, the Company and ZS Fund L.P. mutually agreed to terminate the 1996
Agreement as of December 31, 1997. Subsequently, the Company and ZS Fund L.P.
entered into a Financial Advisory Agreement dated as of January 1, 1998 in
connection with the Company's acquisition of Strategy Research Corporation and
Tandem Research Associates, Inc. In August 1998, the Company and ZS Fund L.P.
entered into another Financial Advisory Agreement in connection with the
Company's acquisition of Product Intelligence, Inc. ZS Fund L.P. is a New York
based investment partnership. Ned L. Sherwood and Jeffery A. Oyster are partners
in ZS Fund L.P. and are also directors of the Company. Pursuant to the Financial
Advisory Agreements entered into during 1998, the Company paid ZS Fund L.P.
$429,166.67 in the aggregate. Under the terms of the Financial Advisory
Agreements, the Company is also obligated to indemnify ZS Fund L.P. against any
liabilities it may incur in connection with its services under the Financial
Advisory Agreements.
EMPLOYEE LOANS
The Company provides loans to certain of its executive officers in the
form of promissory notes and demand notes for the purpose of exercising stock
options, purchasing stock of the Company and paying withholding taxes on the
vesting of restricted stock. These loans bear interest at various rates ranging
from 7.75% to 9.00%. The largest aggregate amount of the above indebtedness
outstanding for any executive officer which exceeded $60,000 from January 1,
1998 to the date of this Proxy Statement were as follows: Mr. Payne, $100,377;
Mr. Churchill, $64,969; Dr. Schwartz, $165,000; and Mr. Sullivan, $123,912. The
outstanding principal balances of these loans as of the date of this Proxy
Statement are as follows: Mr. Payne, $85,000; Mr. Churchill, $0; Dr. Schwartz $0
and Mr. Sullivan, $117,459. Mr. Sullivan's loans include a promissory note
issued April 1, 1994 in the amount of $40,500 that provides for repayment of
principal equally over ten years beginning in 1995; provided, however, that
principal payments are forgiven every two years if he remains employed by the
Company on the payment due date commencing with the payment due in 1996.
COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION
At the Compensation Committee's request, Mr. Payne recommended 1998
bonuses for Messrs. Churchill, Schwartz, Sullivan and Labash, and he conferred
with the Committee regarding these recommendations.
BOARD COMPENSATION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors (the "Committee"),
throughout 1998 and subsequently, has been composed of three non-executive
directors: Jack R. Wentworth, Chairman, Karen E. Predow and Ned L.
Sherwood.
12
<PAGE>
The Committee is primarily responsible for establishing the compensation
benefits for each of the Named Executives. In addition, the Committee
constitutes the "Plan Committee" responsible for the administration of the 1996
Stock Plan. Accordingly, the Committee has the responsibility of selecting
individuals to receive awards under the 1996 Stock Plan, and determining the
amount of such awards.
The key components of the compensation program for the Named Executives
in 1998 were base salary, annual bonus and long-term incentives in the form of
stock options.
On September 29, 1998, the Committee reviewed the salaries of the Named
Executives and approved the following increases: Thomas H. Payne from $225,160
to $250,000; Lawrence W. Labash from $163,800 to $185,000; Dr. Sanford M.
Schwartz from $212,836 to $230,000; and Timothy J. Sullivan from $171,600 to
$185,000. These increases were effective as of August 29, 1998.
These increases were made due to the increased responsibilities of each
of the individuals awarded an increase. Mr. Sullivan has assumed during the year
the responsibilities of Chief Financial Officer; Mr. Labash has assumed
responsibility for approximately 65% of the business of the Company excluding
recent acquisitions; Dr. Schwartz, though relinquishing his management of the
New York business, has assumed responsibility for the merger and acquisition
work of the Company along with the businesses acquired and the Company's
Canadian business. No salary adjustment was made for Mr. Churchill because of
his reduced time commitments to the Company.
In February 1999, at the Committee's request, Mr. Payne, Chief Executive
Officer, made bonus and stock option recommendations to acknowledge the 1998
accomplishments of Messrs. Churchill, Labash, Schwartz and Sullivan, and he
conferred with the Committee regarding the rationale for these recommendations.
Thereafter, the Committee independently determined bonuses and stock option
awards for 1998 for the Named Executives. The Committee awarded nonqualified
stock options ("NSOs") in the amount of 3,000 shares to Mr. Churchill; to Mr.
Payne a bonus of $400,000 and NSOs for 12,000 shares; to Mr. Labash a bonus of
$150,000 and NSOs of 6,000 shares; to Dr. Schwartz a bonus of $75,000 and NSOs
for 6,000 shares; and to Mr. Sullivan a bonus of $90,000 and NSOs of 6,000
shares.
The exercise price of the NSOs for each of these Named Executives is
$24.44, based on the average closing sale price of the Common Stock of the
Company reported by NASDAQ as of the close of business on the three most recent
trading days including the date of grant. The NSOs vest in 20% increments over
five years. These option grants to each of the Named Executives were based on
the continued improved financial results of the Company in 1998 and
recommendations from senior management. The NSOs awarded to Mr. Payne were
determined solely by the Committee.
The Committee determined that increasing Mr. Payne's bonus award from
$300,000 for 1997 to $400,000 for 1998 and the option award were appropriate
considering the increases in revenues and earnings for the Company from 1997 to
1998, and the excellent manner in which Mr. Payne led the Company.
Though Mr. Churchill continued to perform in an excellent fashion as
Chairman of the Board, in light of his part-time status with the Company, the
Committee was of the view that omitting a bonus was appropriate at this time but
that a stock option award of 3,000 shares, similar to the non-employee
Directors, was appropriate.
13
<PAGE>
The Committee viewed Mr. Labash's contribution as Executive Vice
President with significant oversight responsibility of the Client Service Units
as having been of material importance to the Company's core growth during the
last fiscal year, and accordingly, Mr. Labash was deserving of the increase in
bonus and stock award indicated.
When Dr. Schwartz joined the Company in July 1992, he was awarded 400,000
shares of Common Stock, subject to a ten-year vesting schedule. The shares vest
at the rate of 10% each year, commencing January 5, 1993 and ending January 5,
2002. Prior to vesting, the shares are subject to restrictions on transfer and
forfeiture, if Dr. Schwartz's employment with the Company should terminate. As
of December 31, 1998, Dr. Schwartz held 261,400 of the 400,000 shares awarded,
of which 120,000 are still subject to forfeiture. Such 261,400 shares have an
aggregate value of $6,796,400, based on the closing price of the shares on
December 31, 1998. There was no agreed bonus or formula for a bonus in light of
the incentive nature of the Restricted Stock Award. However, the Committee
viewed the bonus and stock award of Dr. Schwartz as appropriate in light of his
achievements particularly in the merger and acquisition activities on behalf of
the Company.
The Committee viewed the bonus and stock option award to Mr. Sullivan as
appropriate in light of his success this year as Chief Financial Officer in
maintaining effective cost controls while the Company was experiencing rapid
expansion and acquisition activity.
Effective January 1, 1994, the allowable deduction for federal income tax
purposes of compensation paid by the Company to the Named Executives is
$1,000,000 per executive per year. This limitation does not apply to
compensation that is based upon the attainment of performance goals or paid
pursuant to a written contract that was in effect on February 17, 1993. These
limitations have not affected the Company's ability to deduct all taxable
compensation paid to its Named Executives and is not expected to affect these
deductions in the foreseeable future.
Except as otherwise described above, the Committee's determinations
regarding 1998 compensation were not subject to specific criteria but were based
upon more general criteria as the Committee in its discretion considered to be
relevant, including the Committee's perception of the individual's performance
and the overall financial and earnings performance of the Company.
Jack R. Wentworth, Chairman
Karen E. Predow
Ned L. Sherwood
14
<PAGE>
TOTAL RETURN COMPARISON
The following graph sets forth a five-year comparison of cumulative total
returns for: (i) the Company (which is traded on The Nasdaq National Market);
(ii) the Center for Research in Securities Prices ("CRSP") Index for Nasdaq
Stock Market (U.S. Companies); and (iii) a peer group selected in good faith by
the Company (the "Peer Group"). In identifying the Peer Group, companies with
business descriptions similar to that of the Company were selected. The Peer
Group includes the following companies: Find/SVP, Inc.; infoUSA Inc. Class A and
Class B Common Stock; M/A/R/C, Inc.; Market Facts, Inc.; NFO Worldwide, Inc.;
Opinion Research Corporation; and Total Research Corporation. All returns were
calculated assuming dividend reinvestment and the returns of each company have
been weighted according to market capitalization at the beginning of each period
indicated.
PERFORMANCE GRAPH FOR MARKET FACTS, INC.
Comparison of Five-Year Cumulative Total Returns
[graphic omitted]
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
Symbol CRSP Total Returns Index 12/31/93 12/30/94 12/29/95 12/31/96 12/31/97 12/31/98
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
-DIAMOND- MARKET FACTS, INC................100.0......122.7......198.6......588.1.....1,094.6....1,699.0
-CIRCLE- Nasdaq Stock Market..............100.0.......97.8......138.3......170.0.......208.6......293.2
(U.S. Companies)
-TRIANGLE- Self-Determined Peer Group.......100.0......120.1......187.7......226.0.......262.5......176.4
- -------------------------------------------------------------------------------------------------------------------
Notes:
A. The lines represent annual index levels derived from compounded daily returns that include all dividends.
B. The indexes are reweighted daily, using the market capitalization on the previous trading day.
C. If the annual interval, based on the fiscal year-end, is not a trading day, the preceding trading day is used.
D. The index level for all series was set to 100.0 on 12/31/93.
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
15
<PAGE>
VOTE REQUIRED
Presence in person or by proxy of holders of a majority of the
outstanding shares of Common Stock will constitute a quorum at the Annual
Meeting. Assuming a quorum is present, the affirmative vote by the holders of a
plurality of the shares represented and entitled to vote will be required to act
on the election of directors and the affirmative vote by the holders of a
majority of the shares represented and entitled to vote will be required to act
on all other matters to come before the Annual Meeting. A broker non-vote is not
counted in determining voting results. If a stockholder, present in person or by
proxy, abstains on any matter, the stockholder's shares will not be voted on
such matter. Thus, an abstention from voting on a matter has the same legal
effect as a vote "AGAINST" the matter.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
Since December of 1990, the Company has engaged the firm of KPMG LLP as
its independent public accountants. A representative from this firm will be
present at the Annual Meeting of Stockholders, and will be available to respond
to appropriate questions from the stockholders if the need arises, or make a
statement if the representative desires to do so. This firm has been engaged as
the Company's independent public accountants for 1999.
BOARD OF DIRECTORS AND COMMITTEE DATA
During 1998, five Board meetings were held. All directors of the Company
attended all of the Board meetings held during the year.
The Board of Directors does not have a standing nominating committee. The
Audit Committee currently consists of Mr. Boyd as Chairman, Dr. Wentworth and
Mr. Sullivan. The duties of the Audit Committee are to advise the Company on its
engagement of independent public accountants and to review all reports of the
Company's audit performed by its independent public accountants. The Audit
Committee held two meetings during 1998, and all members of this committee
attended each meeting.
In 1998, the Compensation Committee and the Plan Committee each consisted
of Dr. Wentworth as Chairman, Dr. Predow and Mr. Sherwood. The functions
performed by the Compensation Committee are to establish the compensation and
benefits for each of the Named Executives and, as the Plan Committee, to
administer the 1996 Stock Plan. The Compensation Committee held two meetings in
1998 and the Plan Committee held 12 meetings in 1998, and all members attended
each committee meeting.
Throughout 1998, the Company maintained an arrangement whereby directors
who are not officers and employees of the Company or ZS Fund L.P. each received
an attendance fee of $4,000 for each meeting at which they were present. Such
directors who are members of the Audit or Compensation Committee received an
additional $2,000 for each meeting of the Audit and/or Compensation Committee at
which they were present. Directors who are also officers and employees of the
Company, as well as employees of the ZS Fund L.P., are not paid for their
services as directors as such, nor for their attendance at board or committee
meetings. No director received more than the standard arrangement for services
as a director during the last fiscal year.
The directors are also eligible to participate in the Company's 1996
Plan. The five directors who are not also officers or employees of the Company
each received options to purchase 3,000 shares of Common Stock in January 1998.
16
<PAGE>
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's executive officers and directors, and any person who own more than 10%
of the Company's Common Stock to report their initial ownership of the Company's
Common Stock and changes in that ownership to the Securities and Exchange
Commission. Specific due dates for these reports have been established and the
Company is required to disclose in this Proxy Statement any failure to timely
file these reports during 1998. All of these filing requirements were timely
satisfied except that Mr. Lawrence W. Labash, a Director and Executive Vice
President of the Company, filed one late report regarding the grant of an option
to purchase 8,000 shares of Common Stock.
STOCKHOLDER PROPOSALS
Stockholder proposals intended to be included in the Company's proxy
statement and form of proxy relating to, and to be presented at, the Annual
Meeting of Stockholders of the Company to be held in 2000, must be received by
the Company on or before November 26, 1999. If a stockholder intends to present
a proposal at the 2000 Annual Meeting of Stockholders but does not seek
inclusion of that proposal in the Company's proxy statement for that meeting,
such stockholder must deliver written notice of the proposal to the Company in
accordance with the requirements of the Company's By-Laws. Such proposals must
be delivered to the Company not less than fifty and not more than seventy-five
days prior to the meeting. All proposals or notices should be directed to the
Secretary of the Company at 3040 West Salt Creek Lane, Arlington Heights,
Illinois 60005.
OTHER MATTERS
The Board of Directors is not aware of any matters that will come before
the meeting other than the matters described herein. However, if other matters
do properly come before the meeting, it is the intention of the persons named in
the proxy to vote the proxy in accordance with their best judgment.
Stockholders who do not expect to attend the meeting in person are urged
to indicate their choices and sign, date and return the enclosed proxy as soon
as possible.
By Order of the Board of Directors,
Verne B. Churchill Thomas H. Payne
CHAIRMAN, PRESIDENT AND
BOARD OF DIRECTORS CHIEF EXECUTIVE OFFICER
Arlington Heights, Illinois
March 25, 1999
- -------------------------------------------------------------------------------
MARKET FACTS WILL BE PLEASED TO MAKE ITS ANNUAL REPORT ON FORM 10-K AVAILABLE
TO STOCKHOLDERS WITHOUT CHARGE, UPON REQUEST IN WRITING TO THE CORPORATE
ASSISTANT SECRETARY.
- -------------------------------------------------------------------------------
17
<PAGE>
[X] PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE
1. Election of Directors FOR WITHHELD
(See Reverse) / / / /
For, except withheld from the following nominee:
-------------------------------
2. In their discretion, the Proxies are authorized to vote upon such other
matters as may properly come before the meeting.
The signature to this proxy should conform to the
name as shown. Stock registered jointly must be
signed by all parties in whose name such stock is
registered. When signing as attorney, executor,
administrator, trustee or guardian, give your
title as such. If signer is a corporation, please
sign full corporate name by authorized officer.
PROXY SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS.
PLEASE SIGN HERE:
STOCKHOLDER:
------------- -------------------------------
NO. OF SHARES:
------------ -------------------------------
SIGNATURE(S) DATE
<PAGE>
MARKET FACTS, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 28, 1999
The undersigned hereby constitutes and appoints VERNE B. CHURCHILL, THOMAS H.
PAYNE, and WESLEY S. WALTON, or any one or more of them, Proxies, with full
power of substitution, to vote for the undersigned the shares of Common Stock of
MARKET FACTS, INC., registered in the name of the undersigned at the Annual
Meeting of Stockholders of said corporation to be held on April 28, 1999, and at
any and all adjournments thereof, upon the following matters more fully
described in the Proxy Statement:
Election of Directors. Nominees: LAWRENCE W. LABASH, THOMAS H. PAYNE and SANFORD
M. SCHWARTZ.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED, OR THE VOTE WILL BE
WITHHELD, IN ACCORDANCE WITH ANY SPECIFICATION MADE HEREIN. IF NOT OTHERWISE
SPECIFIED, THIS PROXY WILL BE VOTED "FOR" THE ELECTION OF THE ABOVE DIRECTORS.
Receipt of the Annual Report of the Company and of the Notice of Annual Meeting
of Stockholders and the Proxy Statement dated March 25, 1999 is hereby
acknowledged.
The powers hereby granted may be exercised by a majority of said proxies or
their substitute or substitutes present and acting at said Annual Meeting or any
adjournment thereof or, if only one be present and acting, then by that one. The
undersigned hereby revokes any and all proxies heretofore given by the
undersigned to vote at said meeting.
(CONTINUED FROM OTHER SIDE)
