SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934
AND RULE 13E-3 (SS.240.13E-3) THEREUNDER)
Market America, Inc.
(NAME OF THE ISSUER)
Market America, Inc.
Miracle Marketing, Inc.
MA Acquisition Sub Inc.
James H. Ridinger
Loren A. Ridinger
Martin L. Weissman
Dennis J. Franks
Marc Ashley
Joseph V. Bolyard
Andrew Weissman
(NAMES OF PERSONS FILING STATEMENT)
Common Stock, $.00001 par value per share, CUSIP Number 570556 10 0
(TITLE AND CUSIP NUMBER OF CLASS OF SECURITIES)
James H. Ridinger
President, Chief Executive Officer and Chairman of the Board of Directors
Market America, Inc.
1302 Pleasant Ridge Road
Greensboro, North Carolina 27409
(336) 605-0040
Copies to:
Gregory Katz
Thelen Reid & Priest LLP
40 West 57th Street
New York, New York 10019
(212) 603-2000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSONS AUTHORIZED TO RECEIVE NOTICES AND
COMMUNICATIONS ON BEHALF OF PERSONS FILING STATEMENT)
------------------------
This statement is filed in connection with (check the appropriate box):
a. [X] The filing of solicitation materials or an information statement
subject to Regulation 14A (ss.ss. 240.14a-1 through 240.14b-1),
Regulation 14C (ss.ss. 240.14c-1 through 240.14c-101) or Rule 13e-3(c)
(ss.240.13E-3(c)) under the Securities Exchange Act of 1934.
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b. [ ] The filing of a registration statement under the Securities Act of
1933.
c. [ ] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: [X]
Check the following box if the filing is a final amendment reporting the results
of the transaction: [ ]
CALCULATION OF FILING FEE
Transaction Valuation* Amount of Filing Fee
---------------------- --------------------
$29,666,800.00 $2,729.35
* Pursuant to Section 13(e)(3) of the Securities Exchange Act of 1934,
as amended, and by ss.ss.240.0-11(a) and 11(c) thereunder, the
transaction value was calculated, solely for the purpose of calculating
the filing fee, on the cash merger consideration of $8.00 per share of
Common Stock. The amount of the filing fee was calculated at a rate of
$92 for each $1,000,000 of the transaction valuation.
[X] Check the box if any part of the fee is offset as provided by
ss.240.0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
Form or Registration No.: Schedule 14A
Filing Party: Market America, Inc.
Date Filed: March 27, 2002
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This Rule 13e-3 Transaction Statement (this "Statement") relates to the
Agreement and Plan of Merger dated as of March 27, 2002 (the "Merger
Agreement"), by and among Miracle Marketing Inc., a Delaware corporation
("Marketing"), MA Acquisition Sub Inc., a North Carolina corporation ("Sub"),
and Market America, Inc., a New York corporation ("Market America"). Sub was
formed for the purpose of consummating the Merger (as defined below). A copy of
the Merger Agreement is attached as Annex A to the preliminary proxy statement
filed by Market America contemporaneously herewith (including all annexes
thereto, the "Proxy Statement"). The Proxy Statement is attached hereto as
Exhibit (a)(1).
Upon the terms and subject to the conditions of the Merger Agreement, at
the Effective Time (as defined below) (i) Sub will be merged with and into
Market America (the "Merger") and (ii) each outstanding share of Common Stock of
Market America (other than shares owned by Marketing and shares as to which
appraisal rights are properly perfected and not withdrawn) will be converted
into the right to receive $8.00 in cash, without interest. The "Effective Time"
of the Merger will be the date and time of the filing of the Articles of Merger
with the Secretary of State of the State of North Carolina.
Concurrently with the filing of this Schedule 13E-3, Market America is
filing with the Securities and Exchange Commissions the Proxy Statement under
Regulation 14A of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), relating to the special meeting of the shareholders of Market America at
which the shareholders will consider and vote upon a proposal to approve and
adopt the Merger Agreement and authorize the Merger.
A copy of the Proxy Statement is attached hereto as Exhibit (a)(1) and a
copy of the Merger Agreement is attached as Annex B to the Proxy Statement. All
references in this Schedule 13E-3 to Items numbered 1001 through 1016 are
references to Items contained in Regulation M-A under the Exchange Act.
All information contained in this Schedule 13E-3 concerning Market America
has been supplied by Market America, all information concerning Marketing or Sub
has been supplied by Marketing and all information concerning any member of the
Offering Group has been supplied by such member of the Offering Group.
The information contained in the Proxy Statement, including all annexes
thereto, is hereby expressly incorporated herein by reference. Capitalized terms
used but not defined herein shall have the meanings given to them in the Proxy
Statement.
The filing of this Statement shall not be construed as an admission by
Market America, or by Marketing or any of its affiliates, that Market America is
"controlled" by Marketing or any of its affiliates or that any of Marketing or
any of its affiliates is an "affiliate" of Market America within the meaning of
Rule 13e-3 under Section 13(e) of the Exchange Act.
Item 1. Item 1001 Summary term sheet. The information contained in
Summary Term the section of the Proxy Statement entitled
Sheet "SUMMARY TERM SHEET" is incorporated herein by
reference.
Item 2. Item 1002(a) Name and address. The information contained in the
Subject Company section of the Proxy Statement entitled "SUMMARY
Information TERM SHEET--The Merger" is incorporated herein by
reference.
Item 1002(b) Securities. The information contained in the
sections of the Proxy Statement entitled "SUMMARY
TERM SHEET--Special Meeting of the Shareholders"
and "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT" is incorporated herein by
reference.
Item 1002(c) Trading market and price. The information
contained in the section of the Proxy Statement
entitled "MARKET FOR COMMON EQUITY AND RELATED
SHAREHOLDER MATTERS" is incorporated herein by
reference.
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Item 1002(d) Dividends. The information contained in the
sections of the Proxy Statement entitled "MARKET
FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS"
is incorporated herein by reference.
Item 1002(e) Prior public offerings. Not applicable.
Item 1002(f) Prior stock purchases. Not applicable.
Item 3. Item 1003(a) Name and address. The information contained in the
Identity and sections of the Proxy Statement entitled "SUMMARY
background of TERM SHEET--The Merger," "PARTIES TO THE MERGER",
Filing Person "CERTAIN INFORMATION CONCERNING MARKETING, SUB AND
THE OFFERING GROUP," and "MANAGEMENT OF MARKET
AMERICA" is incorporated herein by reference.
Item 1003(b) Business and background of entities. The
information contained in the sections of the Proxy
Statement entitled "SUMMARY TERM SHEET--The
Merger," "PARTIES TO THE MERGER," "CERTAIN
INFORMATION CONCERNING MARKETING, SUB AND THE
OFFERING GROUP," and "MANAGEMENT OF MARKET
AMERICA" is incorporated herein by reference.
Item Business and background of natural persons. The
1003(c)(1)(5) information contained in the sections of the Proxy
Statement entitled "CERTAIN INFORMATION CONCERNING
MARKETING, SUB AND THE OFFERING GROUP" and
"MANAGEMENT OF MARKET AMERICA" is incorporated
herein by reference.
Item 1003(d) Tender Offer. Not applicable.
Item 4. Item Material terms - tender offers. Not applicable.
Terms of 1004(a)(1)
Transaction
Item Material terms - mergers or similar transactions.
1004(a)(2) The information contained in the sections of the
Proxy Statement entitled "SUMMARY TERM SHEET,"
"INTRODUCTION," "PARTIES TO THE MERGER," "SPECIAL
FACTORS--Background and Purposes of the Merger,"
"SPECIAL FACTORS--Fairness of the Merger,"
"SPECIAL FACTORS--Purposes of the Merger for the
Offering Group and Marketing; Fairness of the
Merger," "SPECIAL FACTORS," "SPECIAL
FACTORS--Conflicts of Interest," "SPECIAL
FACTORS--Offering Group Agreement," "SPECIAL
FACTORS--Certain Effects of the Merger," "SPECIAL
FACTORS--Federal Income Tax Considerations," and
"CERTAIN PROVISIONS OF THE MERGER AGREEMENT" is
incorporated herein by reference.
Item 1004(c) Different terms. The information contained in the
sections of the Proxy Statement entitled "SPECIAL
FACTORS--Background and Purposes of the Merger"
"SPECIAL FACTORS--Conflicts of Interest," "SPECIAL
FACTORS--Offering Group Agreement," "SPECIAL
FACTORS--Certain Effects of the Merger" and
"SPECIAL FACTORS--Appraisal Rights" is
incorporated herein by reference.
Item 1004(d) Appraisal rights. The information contained in the
section of the Proxy Statement entitled "SPECIAL
FACTORS--Appraisal Rights" and Annex B to the
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Proxy Statement, Article 13 of the North Carolina
Business Corporation Act, is incorporated herein
by reference.
Item 1004(e) Provisions for unaffiliated security holders.
Market America, Marketing, Sub and the other
filing persons have made no provisions in
connection with this transaction to grant
unaffiliated security holders access to corporate
files of Market America, Marketing or Sub or to
obtain counsel or appraisal services at the
expense of Market America, Marketing or the other
filing persons.
Item 1004(f) Eligibility for listing or trading.
Not applicable.
Item 5. Item 1005(a) Transactions. The information contained in the
Past Contacts, sections of the Proxy Statement entitled "SPECIAL
Transactions, FACTORS--Background and Purposes of the Merger,"
Negotiations and "SPECIAL FACTORS--Offering Group Agreement,"
Agreements. "SPECIAL FACTORS--Conflicts of Interest," "CERTAIN
INFORMATION CONCERNING MARKETING, SUB AND THE
OFFERING GROUP," and "MANAGEMENT OF MARKET
AMERICA" is incorporated herein by reference.
Item 1005(b) Significant corporate events. The information
contained in the sections of the Proxy Statement
entitled "SPECIAL FACTORS--Background and Purposes
of the Merger," "SPECIAL FACTORS--Fairness of the
Merger," "SPECIAL FACTORS--Purposes of the Merger
for the Offering Group and Marketing; Fairness of
the Merger," "SPECIAL FACTORS," "SPECIAL
FACTORS--Conflicts of Interest" and "SPECIAL
FACTORS--Offering Group Agreement" is incorporated
herein by reference.
Item 1005(c) Negotiations or contacts. The information
contained in the sections of the Proxy Statement
entitled "SPECIAL FACTORS--Background and Purposes
of the Merger," "SPECIAL FACTORS--Fairness of the
Merger," "SPECIAL FACTORS--Purposes of the Merger
for the Offering Group and Marketing; Fairness of
the Merger," "SPECIAL FACTORS--Conflicts of
Interest" and "SPECIAL FACTORS--Offering Group
Agreement" is incorporated herein by reference.
Item 1005(e) Agreements involving the subject company's
securities. The information contained in the
sections of the Proxy Statement entitled "SPECIAL
FACTORS--Conflicts of Interest," "SPECIAL
FACTORS--Offering Group Agreement," "SPECIAL
FACTORS--Certain Effects of the Merger," and
"SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT" is incorporated herein by
reference.
Item 6. Item 1006(b) Use of Securities Acquired. The information
Purposes of the contained in the sections of the Proxy Statement
Transaction and entitled "SPECIAL FACTORS--Certain Effects of the
Plans or Merger" and "CERTAIN PROVISIONS OF THE MERGER
Proposals. AGREEMENT--Conversion and Cancellation of Market
America Stock" is incorporated herein by
reference.
Item Plans. The information contained in the sections
1006(c)(1)- of the Proxy Statement entitled "SUMMARY TERM
(8) SHEET--The Merger," "SPECIAL FACTORS--Background
and Purposes of the Merger," "SPECIAL
FACTORS--Conflicts of Interest," "SPECIAL
FACTORS--Offering Group Agreement," "SPECIAL
FACTORS--Certain Effects of the Merger," "CERTAIN
PROVISIONS OF THE MERGER AGREEMENT--Prior to the
Effective Time of the Merger," "CERTAIN PROVISIONS
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OF THE MERGER AGREEMENT--Effective Time of the
Merger," "CERTAIN PROVISIONS OF THE MERGER
AGREEMENT--Conversion and Cancellation of Market
America Stock" and "SELECTED FINANCIAL DATA" is
incorporated herein by reference.
Item 7. Item 1013(a) Purposes. The information contained in the
Purposes, sections of the Proxy Statement entitled "SPECIAL
Alternatives and FACTORS--Background and Purposes of the Merger,"
Effects. "SPECIAL FACTORS--Fairness of the Merger,"
"SPECIAL FACTORS--Purposes of the Merger for the
Offering Group and Marketing; Fairness of the
Merger," and "SPECIAL FACTORS--Certain Effects of
the Merger," is incorporated herein by reference.
Item 1013(b) Alternatives. The information contained in the
sections of the Proxy Statement entitled "SPECIAL
FACTORS--Background and Purposes of the Merger,"
"SPECIAL FACTORS--Fairness of the Merger,"
"SPECIAL FACTORS--Purposes of the Merger for the
Offering Group and Marketing; Fairness of the
Merger" and "CERTAIN PROVISIONS OF THE MERGER
AGREEMENT--Alternative Proposals" is incorporated
herein by reference.
Item 1013(c) Reasons. The information contained in the sections
of the Proxy Statement entitled "SPECIAL
FACTORS--Background and Purposes of the Merger,"
"SPECIAL FACTORS--Fairness of the Merger,"
"SPECIAL FACTORS--Purposes of the Merger for the
Offering Group and Marketing; Fairness of the
Merger," and "SPECIAL FACTORS--Certain Effects of
the Merger" is incorporated herein by reference.
Item 1013(d) Effects. The information contained in the sections
of the Proxy Statement entitled "SUMMARY TERM
SHEET--The Merger," "SPECIAL FACTORS--Reasons for
and Fairness of the Merger," "SPECIAL
FACTORS--Purposes of the Merger for the Offering
Group and Marketing; Fairness of the Merger,"
"SPECIAL FACTORS--Conflicts of Interest," "SPECIAL
FACTORS--Offering Group Agreement," "SPECIAL
FACTORS--Certain Effects of the Merger," "SPECIAL
FACTORS--Appraisal Rights," "SPECIAL
FACTORS--Federal Income Tax Considerations,"
"SPECIAL FACTORS--Regulatory Approvals," "CERTAIN
PROVISIONS OF THE MERGER AGREEMENT--Effective Time
of the Merger," "CERTAIN PROVISIONS OF THE MERGER
AGREEMENT--Conversion and Cancellation of Market
America Stock," "CERTAIN PROVISIONS OF THE MERGER
AGREEMENT--Sub Stock," "CERTAIN PROVISIONS OF THE
MERGER AGREEMENT--Exchange Procedures," "CERTAIN
PROVISIONS OF THE MERGER
AGREEMENT--Indemnification," "FUNDING OF THE
MERGER--Expenses of the Merger" and "SELECTED
FINANCIAL DATA" is incorporated herein by
reference.
Item 8. Item 1014(a) Fairness. The information contained in the
Fairness of the sections of the Proxy Statement entitled "SPECIAL
Transaction. FACTORS--Background and Purposes of the Merger,"
"SPECIAL FACTORS--Fairness of the Merger,"
"SPECIAL FACTORS--Purposes of the Merger for the
Offering Group and Marketing; Fairness of the
Merger," and "SPECIAL FACTORS--Conflicts of
Interest" is incorporated herein by reference.
Item 1014(b) Factors considered in determining fairness. The
information contained in the sections of the Proxy
Statement entitled "SPECIAL FACTORS--Background
and Purposes of the Merger," "SPECIAL
FACTORS--Fairness of the Merger," "SPECIAL
FACTORS-- Purposes of the Merger for the Offering
Group and Marketing; Fairness of the Merger," and
"SPECIAL FACTORS--Conflicts of Interest" is
Page 6 of 11
incorporated herein by reference.
Item 1014(c) Approval of security holders. The information
contained in the section of the Proxy Statement
entitled "VOTING AND PROXIES--Vote Required" is
incorporated herein by reference.
Item 1014(d) Unaffiliated representative. The information
contained in the sections of the Proxy Statement
entitled "SUMMARY TERM SHEET--The Merger,"
"SPECIAL FACTORS--Background and Purposes of of
the Merger" and "SPECIAL FACTORS--Fairness of the
Merger" is incorporated herein by reference.
Item 1014(e) Approval of the Directors. The information
contained in the sections of the Proxy Statement
entitled "SPECIAL FACTORS--Background and Purposes
of the Merger," "SPECIAL FACTORS--Fairness of the
Merger" and "SPECIAL FACTORS--Conflicts of
Interest" is incorporated herein by reference.
Item 1014(f) Other offers. Not applicable.
Item 9. Item 1015(a) Report, opinions or appraisal. The information
Reports, contained in the sections of the Proxy Statement
Opinions, entitled "SPECIAL FACTORS--Background and Purposes
Appraisals and of the Merger," "SPECIAL FACTORS--Fairness of the
Negotiations. Merger" is incorporated herein by reference.
Item 1015(b) Preparer and summary of the report, opinion or
appraisal. The information contained in the
sections of the Proxy Statement entitled "SPECIAL
FACTORS--Background and Purposes of the Merger,"
"SPECIAL FACTORS--Fairness of the Merger" is
incorporated herein by reference.
Item 1015(c) Availability of Documents. The information
contained in the sections of the Proxy Statement
entitled "SPECIAL FACTORS--Fairness of the
Merger--Summary and Significance of the Burnham
Report" and "SPECIAL FACTORS--Fairness of the
Merger--Summary and Significance of the Steinberg
Critique" is incorporated herein by reference.
Item 10. Item 1007(a) Source of Funds. The information contained in the
Source and section of the Proxy Statement entitled "FUNDING
Amounts of OF THE MERGER--Expenses of the Merger" is
Funds or Other incorporated herein by reference.
Consideration.
Item 1007(b) Conditions. Not applicable.
Item 1007(c) Expenses. The information contained in the section
of the Proxy Statement entitled "FUNDING OF THE
MERGER--Expenses of the Merger" is incorporated
herein by reference.
Item 1007(d) Borrowed Funds. The information contained in the
section of the Proxy Statement entitled "FUNDING
OF THE MERGER" is incorporated herein by
reference.
Item 11. Item 1008(a) Securities Ownership. The information contained in
Interest in the sections of the Proxy Statement entitled
Securities of the "SPECIAL FACTORS--Conflicts of Interest," "SPECIAL
Subject Company. FACTORS--Certain Effects of the Merger" and
"SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
Page 7 of 11
AND MANAGEMENT" is incorporated herein by
reference.
Item 1008(b) Securities transactions. Not applicable.
Item 12. Item 1012(d) Intent to tender or vote in a going-private
The Solicitation transaction. The information contained in the
or Recommendation. sections of the Proxy Statement "SPECIAL
FACTORS--Purposes of the Merger for the Offering
Group and Marketing; Fairness of the Merger",
"SPECIAL FACTORS--Offering Group Agreement" and
"SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT" is incorporated herein by
reference.
Item 1012(e) Recommendations of others. The information
contained in the sections of the Proxy Statement
entitled "SUMMARY TERM SHEET--The Merger,"
"SPECIAL FACTORS--Fairness of the Merger,"
"SPECIAL FACTORS-- Purposes of the Merger for the
Offering Group and Marketing; Fairness of the
Merger" and "SPECIAL FACTORS--Conflicts of
Interest" is incorporated herein by reference.
Item 13. Item 1010(a) Financial information. Market America does not
Financial typically calculate ratio of earnings to fixed
Statements. charges because it has no registered debt
securities or preference equity securities. The
information contained in the sections of the Proxy
Statement entitled "SPECIAL FACTORS--Certain
Effects of the Merger," "FUNDING OF THE MERGER"
and "SELECTED FINANCIAL DATA" is incorporated
herein by reference.
Item 1010(b) Pro forma information. The information contained
in the sections of the Proxy Statement entitled
"SPECIAL FACTORS--Certain Effects of the Merger"
and "SELECTED FINANCIAL DATA--Pro Forma Financial
Data" is incorporated herein by reference.
Item 14. Item 1009(a) Solicitations or recommendations. The information
Persons/Assets, contained in the section of the Proxy Statement
Retained, entitled "VOTING AND PROXIES--Solicitation of
Employed, Proxies; Expenses" is incorporated herein by
Compensated or reference.
Used.
Item 1009(b) Employees and corporate assets. The information
contained in the sections of the Proxy Statement
entitled "VOTING AND PROXIES--Solicitation of
Proxies; Expenses" and "SPECIAL
FACTORS--Background and Purposes of the Merger" is
incorporated herein by reference.
Item 15. Item 1011(b) Other material information. The information
Additional contained in the Proxy Statement, including all
Information. appendices thereto, is incorporated herein by
reference.
Item 16. Item 1016(a) (1) Preliminary Proxy Statement filed with the SEC
Exhibits. on March 27, 2002.
(2) Form of Proxy Card filed with the SEC along
with the Proxy Statement, incorporated by
reference to Market America's Preliminary
Proxy Statement filed with the SEC on March
27, 2002.
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(3) Press Release of Market America, dated January
11, 2002, incorporated by reference to Exhibit
99.1 filed with Market America's Current
Report on Form 8-K filed with the SEC on
January 14, 2002.
(4) Press Release of Market America, dated October
17, 2001, incorporated by reference to Exhibit
99.1 filed with Market America's Current
Report on Form 8-K filed with the SEC on
October 17, 2001.
(5) Offer Letter dated October 17, 2001 from James
H. Ridinger to Market America, incorporated by
reference to Exhibit 99.2 filed with Market
America's Current Report on Form 8-K filed
with the SEC on October 17, 2001.
(6) Offering Group Stockholders Agreement, dated
March 15, 2002, incorporated by reference to
Exhibit B filed with Amendment No. 1 to the
Schedule 13D of James H. Ridinger filed with
the SEC on March 25, 2002.
Item 1016(b) (1) First Union National Bank Commercial Loan
Commitment Letter, dated as of November 26,
2001.
Item 1016(c) (1) Burnham Securities, Inc. Confidential
Valuation prepared exclusively for the Board
of Directors of Market America, Inc., dated
June 18, 2001.
(2) Allison Steinberg analysis, prepared
exclusively for Board of Directors of Market
America, Inc., undated.
Item 1016(d) (1) Agreement and Plan of Merger, dated as of
March 27, 2002, by and among Miracle Market
Inc., MA Acquisition Sub Inc. and Market
America, Inc., attached as Annex A to the
Proxy Statement, incorporated by reference to
Market America's Preliminary Proxy Statement
filed with the SEC on March 27, 2002.
Item 1016(f) (1) Article 13 of the North Carolina Business
Corporation Act, attached as Annex B to the
Proxy Statement, incorporated by reference to
Market America's Preliminary Proxy Statement
filed with the SEC on March 27, 2002.
Item 1016(g) Not applicable.
Page 9 of 11
SIGNATURE
After due 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.
Date: March 27, 2002
MARKET AMERICA, INC.
By: /s/ James H. Ridinger
-----------------------------------
Name: James H. Ridinger
Title: President
MIRACLE MARKETING INC.
By: /s/ James H. Ridinger
-----------------------------------
Name: James H. Ridinger
Title: Director
MA ACQUISITION SUB INC.
By: Miracle Marketing Inc.,
Its sole shareholder
By: /s/ James H. Ridinger
------------------------------
Name: James H. Ridinger
Title: Director
/s/ James H.Ridinger
--------------------------------------
James H. Ridinger
Loren Ashley Ridinger
Martin L. Weissman
Dennis J. Franks
Marc Ashley
Joseph V. Bolyard
Andrew Weissman
By: /s/ James H. Ridinger
-----------------------------------
James H. Ridinger, Attorney-in-Fact
Page 10 of 11
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -----------
(a)(1) Preliminary Proxy Statement filed with the SEC on March 27, 2002.
(a)(2) Form of Proxy Card filed with the SEC along with the Proxy Statement,
incorporated by reference to Market America's Preliminary Proxy
Statement filed with the SEC on March 27, 2002.
(a)(3) Press Release of Market America, dated January 11, 2002, incorporated
by reference to Exhibit 99.1 filed with Market America's Current
Report on Form 8-K filed with the SEC on January 14, 2002.
(a)(4) Press Release of Market America, dated October 17, 2001, incorporated
by reference to Exhibit 99.1 filed with Market America's Current
Report on Form 8-K filed with the SEC on October 17, 2001.
(a)(5) Offer Letter dated October 17, 2001 from James H. Ridinger to Market
America, incorporated by reference to Exhibit 99.2 filed with Market
America's Current Report on Form 8-K filed with the SEC on October 17,
2001.
(a)(6) Offering Group Stockholders Agreement, dated March 15, 2002,
incorporated by reference to Exhibit B filed with Amendment No. 1 to
the Schedule 13D of James H. Ridinger filed with the SEC on March 25,
2002.
(b) First Union National Bank Commercial Loan Commitment Letter, dated as
of November 26, 2001.
(c)(1) Burnham Securities, Inc. Confidential Valuation prepared exclusively
for the Board of Directors of Market America, Inc., dated June 18,
2001.
(c)(2) Allison Steinberg analysis, prepared exclusively for Board of
Directors of Market America, Inc., undated.
(d) Agreement and Plan of Merger, dated as of March 27, 2002, by and among
Miracle Market Inc., MA Acquisition Sub Inc. and Market America, Inc.,
attached as Annex A to the Proxy Statement, incorporated by reference
to Market America's Preliminary Proxy Statement filed with the SEC on
March 27, 2002.
(f) Article 13 of the North Carolina Business Corporation Act, attached as
Annex B to the Proxy Statement, incorporated by reference to Market
America's Preliminary Proxy Statement filed with the SEC on March 27,
2002.
(g) Not applicable.
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