Mail Stop 3628
April 4, 2006
By U.S. Mail and Facsimile: (212) 715-8000
Abbe L. Dienstag, Esq.
Kramer Levin Naftalis & Frankel LLP
1177 Avenue of the Americas
New York, NY 10036
(212) 715-9100
Re: InfoUSA Inc.
Soliciting Material under Rule 14a-12 filed March 29, 2006 filed
by
Dolphin Limited Partnership I, L.P. and Dolphin Financial
Partners,
L.L.C.
File No. 000-19598
Dear Mr. Dienstag:
We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure. After
reviewing this information, we may raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
General
1. In the first paragraph of the press release dated March 29,
2006,
filed as part of your soliciting materials under Rule 14a-12, you
provide the reasons for putting forward your slate of nominees.
However, you have not provided sufficient disclosure regarding how
your nominees intend to effectuate the plans you reference for the
company, particularly given that your nominee directors, if
elected,
would constitute a minority on the board. In your future proxy
statement you should fully address specific plans the nominees
have
made to accomplish specific goals. Delineate the plans your
nominees
have with respect to your belief that a vote for your nominees
"would
serve for the sold purpose of benefiting the Company`s
unaffiliated
shareholders" and ensure "that IUSA is operated to maximize value
for
all shareholders." Your disclosure should also address how your
nominees intend to leverage their positions on the board by
gaining
the support of other current board members such that they would be
capable of attempting to exercise more meaningful influence on the
board.
Schedule 14A
2. Each statement or assertion of opinion or belief must be self-
evident, disclosed in the proxy materials, or provided to the
staff
on a supplemental basis. In a supplemental response, please
provide
us with support for the statements you make with respect to:
* your statement in the March 29, 2006 press release in the last
sentence of the first paragraph, insinuating that the company is
"operated to maximize value" for "just Mr. Vinod Gupta";
* Your belief that other unaffiliated shareholders "are outraged"
that the "full board has failed to take action" to address the
circumstances surrounding "Mr. Vinod Gupta`s opportunistic going
private transaction and the many other continuing serious
governance
failures at IUSA";
* Your statement that Mr. Gupta`s bid was undervalued; and
* Your statement that Mr. Gupta`s bid was designed to make a quick
profit off of the unaffiliated shareholders;
Where the basis of support are other documents, such as analysts`
reports and newspaper articles, provide either complete copies of
the
documents or sufficient pages of information so that we can assess
the context of the information upon which you rely. Mark any
supporting documents provided to identify the specific information
relied upon, such as quoted statements, financial statement line
items, press releases, and mathematical computations, and identify
the sources of all data utilized. In addition, when you refer to
particular periods, explain why you believe that the periods
selected
are representative and do not inappropriately skew the data.
(iii) The Full Board`s Failure to Include Mr. Vinod Gupta in the
Shareholder Rights Plan
3. Please provide us with support, in a supplemental response, for
your statement that "Mr. Vinod Gupta has repeatedly stated that he
would oppose a sale transaction with any other party."
4. In the future, when referencing the board`s "failure to include
Mr. Vinod Gupta in the shareholder rights plan", please explain
the
plan in more detail and describe what the company would gain by
including Mr. Gupta in such plan. You should then describe why
you
believe that he should have been included and why the exemption
afforded to Mr. Gupta from this plan is a failure on the part of
the
board. Similarly, you should explain the implications of the
"looming expiration of Mr. Vinod Gupta`s standstill. . . ."
(iv) The Full Board`s Failure to Adequately Address the High
Profile
Related Party Transactions
5. We note your statement that "[s]hareholders need to hear from
the
full board a compelling explanation of how these assets [including
aircraft, yacht, and skybox interests] are expected to benefit all
IUSA`s shareholders, not just Mr. Vinod Gupta." Please tell us,
in
a supplemental response, how you support your statement in light
of
the company`s disclosure, in its preliminary proxy statement for
the
annual meeting of shareholders, that the aircraft is used at
comparable rates to those charged by other aircraft service
providers
and the company utilizes the boat for corporate events and client
development purposes.
6. Tell us, in a supplemental response, the basis for your
statement
that IUSA "appears to have a disproportionately large amount of"
publicly disclosed related party interests since 1998.
7. In the future, your disclosure should be balanced. For
example,
we note your statement pondering the board`s justification for
granting Mr. Gupta option grants. In the future, you should
include
the company`s reasoning for such compensation arrangements.
(v) A Rotating Board of Directors and Executive Office
8. Please refrain from using suggestive statements that fail to
provide security holders with any meaningful disclosure, such as
your
statement that "Dolphin wonders about the cause of this seemingly
high rate of turnover." If you have a basis to make a statement
and
can support a proposition then you may do so within your
disclosure.
(vi) The Failure of the Full Board to Take Prompt, Comprehensive
and
Corrective Action
9. In your future disclosure, please explain why you believe that
the
termination of the special committee was improper and provide
support
for such statements.
Closing Comment
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision. Since the
filing persons and their management are in possession of all facts
relating to their disclosure, they are responsible for the
accuracy
and adequacy of the disclosures they have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the filing persons acknowledging
that:
* the filing persons are responsible for the adequacy and accuracy
of
the disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the filing persons may not assert staff comments as a defense in
any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of Enforcement
has
access to all information you provide to the staff of the Division
of
Corporation Finance in our review of your filing or in response to
our comments on your filing.
* * * *
Please direct any questions to me at (202) 551-3257 or by
facsimile at (202) 772-9203.
Very truly yours,
Celeste M. Murphy
Special Counsel
Office of Mergers and Acquisitions
Abbe L. Dienstag, Esq.
Kramer Levin Naftalis & Frankel LLP
April 4, 2006
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