EXHIBIT 99.(c)(3)
SECOND AMENDMENT TO RIGHTS AGREEMENT
This SECOND AMENDMENT TO RIGHTS AGREEMENT (the "Amendment") is made and
entered into as of April 29, 1999 by and between MARKET FACTS, INC., a
Delaware corporation (the "Company"), and FIRST CHICAGO TRUST COMPANY OF NEW
YORK (the "Rights Agent"). Capitalized terms used but not defined herein
shall have the meaning given to them in the Merger Agreement (as defined
below).
RECITALS
A. The Company is entering into an Agreement and Plan of Merger (as the
same may be amended from time to time, the "Merger Agreement") by and among
Aegis Group, plc, a company incorporated under the laws of England and Wales
("Parent"), Aegis Acquisition Corp., a Delaware corporation and a
wholly-owned subsidiary of Parent (the "Purchaser"), and the Company,
pursuant to which, among other things, it is proposed that the Purchaser will
make a cash tender offer to purchase up to 100% of the shares of the
Company's common stock, par value $1.00 per share, and, upon the
consummation thereof, that Purchaser, or another direct or indirect
wholly-owned subsidiary of Parent, will merge with and into the Company.
B. The Company and the Rights Agent are parties to that certain Rights
Agreement dated as of July 26, 1989, as amended by that certain First
Amendment to Rights Agreement dated as of June 5, 1996 (the "Rights
Agreement").
C. The Company and the Rights Agent desire to further amend the terms
of the Rights Agreement in connection with the execution and delivery of the
Merger Agreement.
NOW, THEREFORE, in consideration of the foregoing, and the mutual
agreements set forth herein, the Company and the Rights Agent hereby agree as
follows:
1. The definition of "Acquiring Person" set forth in Section 1(a) of
the Rights Agreement is hereby amended by adding the following sentence to
the end of such definition:
"Notwithstanding the foregoing, no Person shall be or become an
Acquiring Person by reason of the execution and delivery of (1) the
Agreement and Plan of Merger dated as of April 29, 1999 by and among
Aegis Group, plc, a company incorporated under the laws of England
and Wales ("Parent"), Aegis Acquisition Corp., a Delaware
corporation and a wholly-owned subsidiary of Parent (the
"Purchaser"), and the Company (as the same may be amended from time
to time, the "Merger Agreement") and/or the consummation of any of
the transactions contemplated thereby, including the
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consummation of the Offer (as defined in the Merger Agreement),
and/or (2) the Option and Voting Agreement(s) dated as of April 29,
1999 by and among Parent and the Company's stockholders named
therein (the "Option Agreements") and/or the consummation of any of
the transactions contemplated thereby."
2. The definition of "Shares Acquisition Date" set forth in Section 1(m)
of the Rights Agreement is hereby amended by adding the following sentence to
the end of such definition:
"Notwithstanding anything else set forth in this Agreement, a Shares
Acquisition Date shall not be deemed to have occurred solely by
reason of (1) the commencement of the Offer (as defined in the
Merger Agreement), (2) the public announcement, or the execution and
delivery, of the Merger Agreement and/or the consummation of any of
the transactions contemplated thereby, including the consummation of
the Offer (as defined in the Merger Agreement), and/or (3) the
execution and delivery of the Option Agreements and/or the
consummation of any of the transactions contemplated thereby."
3. Section 3(a) of the Rights Agreement shall be amended by adding the
following sentence to the end thereof:
"Notwithstanding anything else set forth in this Agreement, no
Distribution Date shall be deemed to have occurred solely by reason
of (1) the commencement of the Offer (as defined in the Merger
Agreement), (2) the execution and delivery of the Merger Agreement
and/or any of the transactions contemplated thereby, including the
consummation of the Offer (as defined in the Merger Agreement),
and/or (3) the execution and delivery of the Option Agreements
and/or the consummation of any of the transactions contemplated
thereby."
4. Section 7(a)(i) of the Rights Agreement shall be amended in its entirety
to read as follows:
"(i) the earlier of (1) the acceptance by Parent (or a wholly-owned
subsidiary of Parent) of the Shares pursuant to the Offer (as such
terms are defined in the Merger Agreement), or (2) the Close of
Business on August 7, 1999 (the "Final Expiration Date"),"
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5. The first sentence of Section 13 of the Rights Agreement shall be
amended by adding the following after the words "such case" in the
sixteenth line thereof:
"(other than in connection with the transactions contemplated by the
Merger Agreement)"
6. The Rights Agreement, as amended by this Amendment, shall remain in
full force and effect in accordance with its terms.
7. This Amendment may be executed in any number of counterparts, each of
such counterparts shall for all purposes be deemed to be an
original, and all such counterparts shall together constitute by one
and the same instrument.
8. If any term or provision of this Amendment is held by a court of
competent jurisdiction or other authority to be invalid, void or
unenforceable, the remainder of the terms and provisions of this
Amendment shall remain in full force and effect and shall in no way
be affected, impaired or invalidated.
9. This Amendment shall be deemed to be a contract made under the laws
of the State of Delaware and for all purposes shall be governed by
and construed in accordance with the laws of such State applicable
to contracts to be made and performed entirely within such State.
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IN WITNESS WHEREOF, the Company and the Rights Agent have caused this
Amendment to be duly executed and attested, all as of the date and year first
above written.
MARKET FACTS, INC.
Attest:
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Secretary Senior Vice President
FIRST CHICAGO TRUST COMPANY
Attest: OF NEW YORK
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ By: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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Customer Service Representative Assistant Vice President
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