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. 4)
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):
Page 1 of 8
a. [X] The filing of solicitation materials or an information statement
subject to Regulation 14A (ss. 240.14a-1 through 240.14b-1),
Regulation 14C (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: [ ]
Check the following box if the filing is a final amendment reporting the results
of the transaction: [X]
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 8
INTRODUCTION
This Amendment No. 4 (the "Final Amendment") is the final amendment to and
supplements the Rule 13e-3 Transaction Statement (as amended hereby and by
Amendments No. 1 through 3 thereto, the "Transaction Statement") jointly filed
by Market America, Inc., a North Carolina corporation ("Market America"),
Miracle Marketing Inc., a Delaware corporation (the "Miracle Marketing"), MA
Acquisition Sub Inc., a North Carolina corporation and wholly-owned subsidiary
of Marketing ("Sub"), James H. Ridinger, Loren A. Ridinger, Martin L. Weissman,
Dennis J. Franks, Marc Ashley, Joseph V. Bolyard and Andrew Weissman
(collectively, the "Offering Group"). The Transaction Statement relates to the
Agreement and Plan of Merger dated as of March 27, 2002 (the "Merger
Agreement"), by and among Marketing, Sub, and Market America, pursuant to which,
at the Effective Time (as defined below) (i) Sub would 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) would be converted
into the right to receive $8.00 in cash, without interest.
This Final Amendment is filed pursuant to Rule 13e-3(d)(3) promulgated
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to
report the consummation on July 23, 2002 of the Merger. On July 22, 2002, both
the majority of all of the outstanding shares of Market America as of June 4,
2002 and the majority of the outstanding shares of Market America as of June 4,
2002 not owned by the Offering Group approved the Merger. The "Effective Time"
of the Merger was the date and time of the filing of the Articles of Merger with
the Secretary of State of the State of North Carolina, which occurred on July
23, 2002. At the Effective Time, each share of Market America's Common Stock
outstanding immediately prior to the Effective Time, other than shares of Common
Stock owned immediately prior to the Effective Time by Marketing (and shares as
to which appraisal rights were perfected and not withdrawn), was converted into
the right to receive $8.00 in cash, without interest, and each share of the
Common Stock owned by Marketing was converted into one share of the common stock
of the surviving corporation. As a result of the Merger, Market America became a
wholly-owned subsidiary of Marketing, and James H. Ridinger, Loren A. Ridinger,
Martin L. Weissman, Dennis J. Franks, Marc Ashley, Joseph V. Bolyard and Andrew
Weissman (who collectively owned 100% of the Common Stock of Marketing
immediately prior to the Effective Time of the Merger) will continue to
participate in the equity of Market America, as set forth in the definitive
proxy statement on Schedule 14A filed by Market America with the Securities and
Exchange Commission on June 24, 2002 (the "Proxy Statement"). As of the
Effective Time, Sub ceased to exist.
On July 23, 2002, Market America filed a Certification and Notice of
Termination of Registration on Form 15 with the Securities and Exchange
Commission in order to terminate the registration of the Market America Common
Stock under Section 12(g) of the Exchange Act, in accordance with Rule 12g-4. As
of such date, Market America's duty under Section 15(d) of the Exchange Act to
file information, documents and reports under Section 13 of the Exchange Act
with respect to its Common Stock was suspended in accordance with Rule 12h-3
under the Exchange Act. In addition, Market America has instructed the OTC
Bulletin Board to cease listing quotations for Market America's Common Stock as
of opening of business on July 23, 2002.
The information set forth in the Proxy Statement, including all schedules,
exhibits, appendices and annexes thereto, is hereby expressly incorporated
herein by reference and the responses to each item in this Amendment No. 4 are
qualified in their entirety by the information contained in the Proxy Statement
and the schedules, exhibits, appendices and annexes thereto.
Item 16. Item 1016(a) (1) Definitive Proxy Statement, incorporated
Exhibits. herein by reference to the Proxy Statement.
(2) Form of Proxy Card filed with the SEC along
with the Proxy Statement, incorporated by
reference to Proxy Statement.
(3) Message sent via Market America voice mail
system to Market America shareholders as of
June 4, 2002 who were also Market America
distributors, incorporated by reference to
the definitive additional proxy soliciting
materials on Schedule 14A filed with the SEC
on July 16, 2002.
Page 3 of 8
(4) Letter sent to Market America shareholders
as of June 4, 2002 who were also Market
America distributors, incorporated by
reference to the definitive additional proxy
soliciting materials on Schedule 14A filed
with the SEC on July 9, 2002.
(5) Letter sent to Market America shareholders
with shares in street name as of June 4,
2002, incorporated by reference to the
definitive additional proxy soliciting
materials on Schedule 14A filed with the SEC
on July 2, 2002.
(6) 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.
(7) 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.
(8) 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.
(9) 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.
(10) 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.
(11) 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
Page 4 of 8
Proxy Statement, incorporated by reference
to Proxy Statement.
(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.
(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 Proxy Statement.
Item 1016(g) Not applicable.
** Previously filed with Schedule 13E-3, dated March 28, 2002.
*** Previously filed with Amendment No. 1 to Schedule 13E-3, dated May 22,
2002.
**** Previously filed with Amendment No. 2 to Schedule 13E-3, dated June 24,
2002.
Page 5 of 8
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: July 23, 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
/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 6 of 8
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -----------
(a)(1) Definitive Proxy Statement, incorporated by reference to Proxy
Statement.
(a)(2) Form of Proxy Card filed with the SEC along with the Proxy
Statement, incorporated by reference to Proxy Statement.
(a)(3) Message sent via Market America voice mail system to Market
America shareholders as of June 4, 2002 who were also Market
America distributors, incorporated by reference to the definitive
additional proxy soliciting materials on Schedule 14A filed with
the SEC on July 16, 2002.
(a)(4) Letter sent to Market America shareholders as of June 4, 2002 who
were also Market America distributors, incorporated by reference
to the definitive additional proxy soliciting materials on
Schedule 14A filed with the SEC on July 9, 2002.
(a)(5) Letter sent to Market America shareholders with shares in street
name as of June 4, 2002, incorporated by reference to the
definitive additional proxy soliciting materials on Schedule 14A
filed with the SEC on July 2, 2002.
(a)(6) 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)(7) 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)(8) 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)(9) 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)(10) 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)(11) 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.**
Page 7 of 8
(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 Proxy Statement.
(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 Proxy Statement.
(g) Not applicable.
** Previously filed with Schedule 13E-3, dated March 28, 2002.
*** Previously filed with Amendment No. 1 to Schedule 13E-3, dated May 22,
2002.
**** Previously filed with Amendment No. 2 to Schedule 13E-3, dated June 24,
2002.
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