SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------------------
SCHEDULE 14A--INFORMATION REQUIRED
IN PROXY STATEMENT
------------------------------------------
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
------------------------------------------
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))
|_| Definitive Proxy Statement
|X| Definitive Additional Materials
|_| Soliciting Materials Pursuant to ss. 240.14a-12
MARKET AMERICA, 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 transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth 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 No:
3) Filing Party:
4) Date Filed:
The following is the text of voice message delivered on July 16, 2002 via
the voice mail system of Market America, Inc. ("Market America") by James H.
Ridinger on behalf of Market America to Market America shareholders who are also
Market America distributors.
"This is JR Ridinger. As most of you know, after studying the pluses and
minuses of being a public company for nearly two years we decided several weeks
ago to submit the question to our shareholders for resolution. I believe that
the resolution of this question is fundamental to our company's future growth.
When I took the company public eight years ago, my reasoning centered on three
primary objectives: credibility, growth in share price and incentive.
Regrettably, we have only achieved one of these primary objectives and that is
credibility. Market America has set the example for others in the industry to
follow. My commitment to you is that we will have certified, audited financial
statements in our annual report which we will continue to make available to our
distributors. Our financial credibility will never be an issue. I will not
permit it.
Our other objectives, growth in share price and incentive simply never
materialized. While the company has performed admirably, unfortunately its stock
has not. The reasons for this disappointing performance are varied. The stock
has always been thinly traded. Our industry has been given the cold shoulder by
the brokerage community, equity markets and institutional investors. This is all
detailed at length in the proxy statement.
As a consequence of these considerations, I have made a necessary decision:
enough is enough!
By taking Market America private we can have a company that focuses on
rewarding creativity and hard work instead of our price per share. As a private
company we will refocus on aggressive and inspired marketing efforts that will
leverage more volume for the company and greater opportunity for the field. Only
an increased entrepreneurial effort from our management team and the field will
provide the profitability required to grow our company and field organization so
that both your goals and our goals can be realized.
All of you who are shareholders have recently received either voting
instruction forms from your brokers or proxy voting cards from Georgeson
Shareholder, our proxy solicitor. A special meeting of our shareholders to
determine the future direction of our company is next Monday. It is therefore
essential that each of you utilize your voting instruction form or your proxy
voting card and exercise you right and duty to vote. If you have any questions
or have lost your voting instruction form or proxy card, you can call
1-800-530-3744 and the customer service representatives at Georgeson Shareholder
will assist you in voting.
Thank you for your time and attention to this very important matter."