SC 13E3/A 1 sch_13e3a.txt TRANSACTION STATEMENT SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 s 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. 1) 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 11 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 the section of the Proxy Summary Term Statement entitled "SUMMARY TERM SHEET" is incorporated herein by reference. Sheet Item 2. Item 1002(a) Name and address. The information contained in the section of the Proxy Subject Company Statement entitled "SUMMARY TERM SHEET--The Merger" is incorporated herein by Information 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. Item 1002(d) Dividends. The information contained in the sections of the Proxy Statement entitled "MARKET FOR COMMON EQUITY AND Page 3 of 11 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 sections of the Proxy Identity and Statement entitled "SUMMARY TERM SHEET--The Merger," "PARTIES TO THE MERGER", background of "CERTAIN INFORMATION CONCERNING MARKETING, SUB AND THE OFFERING GROUP," Filing Person 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 information contained in the 1003(c)(1)-(5) 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 Transaction 1004(a)(1) Item Material terms - mergers or similar transactions. The information contained 1004(a)(2) 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 sections of the Proxy Past Contacts, Statement entitled "SPECIAL FACTORS--Background and Purposes of the Merger," Transactions, ," "SPECIAL FACTORS--Offering Group Agreement," "SPECIAL FACTORS--Conflicts of Negotiations and Interest," "CERTAIN INFORMATION CONCERNING MARKETING, SUB AND THE OFFERING Agreements. 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 contained in the sections of Purposes of the the Proxy Statement entitled "SPECIAL FACTORS--Certain Effects of the Merger" Transaction and Plans and "CERTAIN PROVISIONS OF THE MERGER AGREEMENT--Conversion and Cancellation or Proposals. of Market America Stock" is incorporated herein by reference. Item Plans. The information contained in the sections of the Proxy Statement 1006(c)(1)-(8) 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 FACTORS--Certain Effects of the Merger," "CERTAIN PROVISIONS OF THE MERGER AGREEMENT--Prior to the Effective Page 5 of 11 Time of the Merger," "CERTAIN PROVISIONS OF THE MERGER AGREEMENT--Effective of the Merger," "CERTAIN PROVISIONS OF THE MERGER AGREEMENT--Conversion and Time 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 sections of the Proxy Statement Purposes, entitled "SPECIAL FACTORS--Background and Purposes of the Merger," "SPECIAL Alternatives and FACTORS--Fairness of the Merger," "SPECIAL FACTORS--Purposes of the Merger for Effects. 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 sections of the Proxy Statement Fairness of the entitled "SPECIAL FACTORS--Background and Purposes of the Merger," "SPECIAL Transaction. 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 Page 6 of 11 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 contained in the sections of Reports, Opinions, the Proxy Statement entitled "SPECIAL FACTORS--Background and Purposes of the Appraisals and Merger," "SPECIAL FACTORS--Fairness of the Merger" is incorporated herein by Negotiations. 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 section of the Proxy Source and Amounts of Statement entitled "FUNDING 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 the sections of the Interest in Proxy Statement entitled "SPECIAL FACTORS--Conflicts of Interest," "SPECIAL Page 7 of 11 Securities of the FACTORS--Certain Effects of the Merger" and "SECURITY OWNERSHIP OF CERTAIN Subject Company. BENEFICIAL OWNERS 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 transaction. The information The Solicitation or contained in the sections of the Proxy Statement "SPECIAL FACTORS--Purposes Recommendation. 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 typically calculate ratio of Financial Statements. earnings to fixed 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 information contained in the section Persons/Assets, of the Proxy Statement entitled "VOTING AND PROXIES--Solicitation of Proxies; Retained, Employed, Expenses" is incorporated herein by reference. Compensated 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 contained in the Proxy Additional Statement, including all appendices thereto, is incorporated herein by Information. reference. Item 16. Item 1016(a) (1) Amendment No. 1 to Preliminary Proxy Statement filed with the SEC on Exhibits. May 22, 2002. (2) Form of Proxy Card filed with the SEC along with the Proxy Statement, incorporated by reference to Amendment No. 1 to Preliminary Proxy Statement filed with the SEC on May 22, 2002. (3) Press Release of Market America, dated March 28, 2002, incorporated Page 8 of 11 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. (4) 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. (5) 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. (6) 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. (7) 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.** (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. 1 to Preliminary Proxy Statement filed with the SEC on May 22, 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. (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 Page 9 of 11 (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. 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. 1 to Preliminary Proxy Statement filed with the SEC on May 22, 2002. Item 1016(g) Not applicable. ** Previously filed with Schedule 13E-2, dated March 28, 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: May 22, 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. 1 to Preliminary Proxy Statement filed with the SEC on May 22, 2002. (a)(2) Form of Proxy Card filed with the SEC along with the Proxy Statement, incorporated by reference to Amendment No. 1 to Preliminary Proxy Statement filed with the SEC on May 22, 2002. (a)(3) 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)(4) 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)(5) 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)(6) 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)(7) 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.** (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. 1 to Preliminary Proxy Statement filed with the SEC on May 22, 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. (f) Article 13 of the North Carolina Business Corporation Act, attached as Annex B to the Proxy Statement, incorporated by reference to Amendment No. 1 to Preliminary Proxy Statement filed with the SEC on May 22, 2002. (g) Not applicable. ** Previously filed with Schedule 13E-3, dated March 28, 2002.