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)
(Amendment No. 2)
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.
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
Page 2 of 11
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 A 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. As of the date
hereof, the Proxy Statement is in preliminary form and is subject to completion
or amendment. This Statement will be amended to reflect such completion or
amendment of the preliminary Proxy Statement. 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
Subject the section of the Proxy Statement entitled
Company "SUMMARY TERM SHEET--The Merger" is incorporated
Information 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.
Page 3 of 11
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
Identity the sections of the Proxy Statement entitled
and "SUMMARY TERM SHEET--The Merger," "PARTIES TO THE
background MERGER", "CERTAIN INFORMATION CONCERNING
of Filing MARKETING, SUB AND THE OFFERING GROUP," and
Person "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
1004(a)(2) transactions. 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.
Page 4 of 11
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 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 sections of the Proxy Statement entitled "SPECIAL
Contacts, FACTORS--Background and Purposes of the Merger,"
Transactions, ," "SPECIAL FACTORS--Offering Group Agreement,"
Negotiations "SPECIAL FACTORS--Conflicts of Interest,"
and "CERTAIN INFORMATION CONCERNING MARKETING, SUB
Agreements. 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 contained in the sections of the Proxy Statement
the entitled "SPECIAL FACTORS--Certain Effects of the
Transaction Merger" and "CERTAIN PROVISIONS OF THE MERGER
and Plans AGREEMENT--Conversion and Cancellation of Market
or Proposals. America Stock" is incorporated herein by
reference.
Item Plans. The information contained in the sections
1006(c)(1)-(8) of the Proxy Statement entitled "SUMMARY TERM
SHEET--The Merger," "SPECIAL FACTORS--Background
and Purposes of the Merger," "SPECIAL
FACTORS--Conflicts of Interest," "SPECIAL
FACTORS--Offering Group Agreement," "SPECIAL
Page 5 of 11
FACTORS--Certain Effects of the Merger," "CERTAIN
PROVISIONS OF THE MERGER AGREEMENT--Prior to the
Effective Time of the Merger," "CERTAIN
PROVISIONS 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 FACTORS--Background and Purposes of the Merger,"
and 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 sections of the Proxy Statement entitled "SPECIAL
of the FACTORS--Background and Purposes of the Merger,"
Transaction. "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
Page 6 of 11
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(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
Appraisals Purposes of the Merger," "SPECIAL FACTORS
and --Fairness of the Merger" is incorporated herein
Negotiations. 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
Source and the section of the Proxy Statement entitled
Amounts of "FUNDING OF THE MERGER--Expenses of the Merger"
Funds or is incorporated herein by reference.
Other
Consideration.
Item 1007(b) Conditions. Not applicable.
Item 1007(c) Expenses. The information contained in the
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
Interest in in the sections of the Proxy Statement entitled
Securities "SPECIAL FACTORS--Conflicts of Interest,"
of the "SPECIAL FACTORS--Certain Effects of the Merger"
Subject and "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
Company. OWNERS AND MANAGEMENT" is incorporated herein by
reference.
Page 7 of 11
Item 1008(b) Securities transactions. Not applicable.
Item 12. Item 1012(d) Intent to tender or vote in a going-private
The transaction. The information contained in the
Solicitation sections of the Proxy Statement "SPECIAL FACTORS
or --Purposes of the Merger for the Offering Group
Recommendation. 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" and
"FINANCIAL STATEMENTS" 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
Persons/Assets, information contained in the section of the Proxy
Retained, Statement entitled "VOTING AND PROXIES
Employed, --Solicitation of Proxies; Expenses" is
Compensated incorporated herein by reference.
or 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) Amendment No. 2 to Preliminary Proxy
Exhibits. Statement filed with the SEC on June 24,
2002.
(2) Form of Proxy Card filed with the SEC
along with the Proxy Statement,
incorporated by reference to Amendment No.
2 to Preliminary Proxy Statement filed
with the SEC on June 24, 2002.
(3) Press Release of Market America, dated
June 24, 2002, incorporated by reference
to Exhibit 99.1 filed with Market
America's Current Report on Form 8-K filed
with the SEC on June 24, 2002.
Page 8 of 11
(4) Press Release of Market America, dated
March 28, 2002, incorporated by reference
to Exhibit 99.1 filed with Market
America's Current Report on Form 8-K filed
with the SEC on March 29, 2002.
(5) 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.
(6) 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.
(7) 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.
(8) 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.**
(2) Wachovia Bank Commercial Loan Commitment
Letter, dated June 3, 2002.
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.**
(3) Updated analysis, prepared by Allison
Steinberg exclusively for Board of
Directors of Market America, Inc., April,
2002.
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 Amendment No. 2 to
Preliminary Proxy Statement filed with the
SEC on June 24, 2002.
(2) Market America, Inc. Employment Agreement,
dated March 15, 2002 (Marc Ashley),
incorporated by reference to Exhibit 99.2
filed with Market America's Current Report
on Form 8-K filed with the SEC on March
29, 2002.
(3) Market America, Inc. Employment Agreement,
dated March 15, 2002 (Joseph V. Bolyard),
incorporated by reference to Exhibit 99.3
filed with Market America's Current Report
on Form 8-K filed with the SEC on March
29, 2002.
Page 9 of 11
(4) Market America, Inc. Employment Agreement,
dated March 15, 2002 (Dennis J. Franks),
incorporated by reference to Exhibit 99.4
filed with Market America's Current Report
on Form 8-K filed with the SEC on March
29, 2002.
(5) Market America, Inc. Employment Agreement,
dated March 15, 2002 (Andrew Weissman),
incorporated by reference to Exhibit 99.5
filed with Market America's Current Report
on Form 8-K filed with the SEC on March
29, 2002.
(6) Market America, Inc. Employment Agreement,
dated March 15, 2002 (Martin L. Weissman),
incorporated by reference to Exhibit 99.6
filed with Market America's Current Report
on Form 8-K filed with the SEC on March
29, 2002.
(7) Market America, Inc. Employment Agreement,
dated March 15, 2002 (Loren A. Ridinger).
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 Amendment No. 2 to
Preliminary Proxy Statement filed with the
SEC on June 24, 2002.
Item 1016(g) Not applicable.
** Previously filed with Schedule 13E-3, dated March 28, 2002.
*** Previously filed with Amendment No. 1 to Amendment No. 1 to Schedule 13E-3,
dated May 22, 2002.
Page 10 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: June 24, 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 11 of 11
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -----------
(a)(1) Amendment No. 2 to Preliminary Proxy Statement filed
with the SEC on June 24, 2002.
(a)(2) Form of Proxy Card filed with the SEC along with the
Proxy Statement, incorporated by reference to
Amendment No. 2 to Preliminary Proxy Statement filed
with the SEC on June 24, 2002.
(a)(3) Press Release of Market America, dated June 24, 2002,
incorporated by reference to Exhibit 99.1 filed with
Market America's Current Report on Form 8-K filed
with the SEC on June 24, 2002.
(a)(4) Press Release of Market America, dated March 28,
2002, incorporated by reference to Exhibit 99.1 filed
with Market America's Current Report on Form 8-K
filed with the SEC on March 29, 2002.
(a)(45 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)(6) 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)(7) 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)(8) 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)(1) First Union National Bank Commercial Loan Commitment
Letter, dated as of November 26, 2001.**
(b)(2) Wachovia Bank Commercial Loan Commitment Letter,
dated June 3, 2002.
(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.**
(c)(3) Updated analysis, prepared by Allison Steinberg
exclusively for Board of Directors of Market America,
Inc., April, 2002.***
(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 Amendment No. 2 to
Preliminary Proxy Statement filed with the SEC on
June 24, 2002.
(d)(2) Market America, Inc. Employment Agreement, dated
March 15, 2002 (Marc Ashley), incorporated by
reference to Exhibit 99.2 filed with Market America's
Current Report on Form 8-K filed with the SEC on
March 29, 2002.
(d)(3) Market America, Inc. Employment Agreement, dated
March 15, 2002 (Joseph V. Bolyard), incorporated by
reference to Exhibit 99.3 filed with Market America's
Current Report on Form 8-K filed with the SEC on
March 29, 2002.
(d)(4) Market America, Inc. Employment Agreement, dated
March 15, 2002 (Dennis J. Franks), incorporated by
reference to Exhibit 99.4 filed with Market America's
Current Report on Form 8-K filed with the SEC on
March 29, 2002.
(d)(5) Market America, Inc. Employment Agreement, dated
March 15, 2002 (Andrew Weissman), incorporated by
reference to Exhibit 99.5 filed with Market America's
Current Report on Form 8-K filed with the SEC on
March 29, 2002.
(d)(6) Market America, Inc. Employment Agreement, dated
March 15, 2002 (Martin L. Weissman), incorporated by
reference to Exhibit 99.6 filed with Market America's
Current Report on Form 8-K filed with the SEC on
March 29, 2002.
(d)(7) Market America, Inc. Employment Agreement, dated
March 15, 2002 (Loren A. Ridinger).
(f) Article 13 of the North Carolina Business Corporation
Act, attached as Annex B to the Proxy Statement,
incorporated by reference to Amendment No. 2 to
Preliminary Proxy Statement filed with the SEC on
June 24, 2002.
(g) Not applicable.
** Previously filed with Schedule 13E-3, dated March 28, 2002.
*** Previously filed with Schedule 13E-3, dated May 22, 2002.