SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): February 15, 1997
AMERICAN BUSINESS INFORMATION, INC.
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(Exact name of Registrant as specified in its charter)
Delaware 0-19598 47-0751545
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(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
5711 S. 86th Circle
Omaha, Nebraska 68127
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(Address, including zip code, of principal executive offices)
Registrant's telephone number, including area code: (402) 593-4500
Not Applicable
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(Former name or former address, if changed since last report)
Item 2. Acquisition and Disposition of Assets
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On February 15, 1997, pursuant to an Agreement and Plan of
Reorganization dated February 11, 1997 (the "Reorganization Agreement"), among
the Registrant, info USA, Inc., a Delaware corporation and wholly-owned
subsidiary of the Registrant ("Sub"), and DBA Holdings, Inc., a New Jersey
corporation ("DBA"), and a related Agreement and Plan of Merger dated February
11, 1997 (the "Merger Agreement") between Sub and DBA, DBA was merged with and
into Sub and the separate corporate existence of DBA ceased while Sub continued
as the surviving corporation.
As a result of the merger, the outstanding DBA Class A Voting and
Class B Non-Voting Common Stock (the "DBA Common Stock") was exchanged for a
"Preliminary Purchase Price" consisting of an aggregate of approximately
2,180,747 shares of the Registrant's Common Stock and approximately $48,630,650
in cash. However, these numbers will be adjusted upon determination of the
"Final Purchase Price." The Final Purchase Price is based upon DBA's revenues
for the year ended January 31, 1997 and its tangible net assets as of January
31, 1997, as set forth in DBA's audited financial statements for the year ended
January 31, 1997, as well as other factors, as set forth in Section 1.4 (h) of
the Reorganization Agreement. The Final Purchase Price is expected to be
determined on or before April 13, 1997.
Cash payments for the Preliminary Purchase Price and Final Purchase
Price have been funded by First Union National Bank of North Carolina (the
"Bank") in the amount of $65 million according to a Loan Agreement, dated
February 14, 1997, between the Registrant and the Bank.
The acquisition of DBA is intended to constitute a reorganization
under Section 368(a) of the Internal Revenue Code of 1986, as amended.
Each shareholder of DBA who was an affiliate of DBA under the
Securities Act of 1933, as amended (the "Securities Act") agreed to certain
restrictions on transfer with respect to the shares of Common Stock of the
Registrant acquired by such shareholder in the merger.
Item 7. Financial Statements and Exhibits
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(a) Financial Statements of Business Acquired
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It is impracticable to provide the required financial
statements as of the filing of this report. Registrant expects that
the required financial statements will be filed by April 29, 1997.
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(b) Pro Forma Financial Information
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It is impracticable to provide the required pro forma
financial information for the Registrant and DBA as of the filing of
this report. Registrant expects that the required pro forma financial
information will be filed by April 29, 1997.
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(c) Exhibits
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10.9 Agreement and Plan of Reorganization
between American Business Information, Inc.,
info USA, Inc. and the Shareholders of DBA,
as defined in the agreement, dated February
11, 1997 together with all exhibits thereto.
10.10 Agreement and Plan of Merger by and
between info USA, Inc. and DBA Holdings, Inc.
dated February 11, 1997.
10.11 Loan Agreement between American
Business Information, Inc. and First Union
National Bank of North Carolina, dated
February 14, 1997, together with all exhibits
thereto.
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
AMERICAN BUSINESS INFORMATION, INC.
/s/ Jon H. Wellman
Date: February 28, 1997 By:________________________________________
Jon H. Wellman
President and Chief Operating Officer,
acting Chief Financial Officer
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INDEX TO EXHIBITS
EXHIBIT DESCRIPTION
NUMBER
10.9 Agreement and Plan of Reorganization
dated February 11, 1997 together with
all exhibits thereto.
10.10 Agreement and Plan of Merger
dated February 11, 1997.
10.11 Loan Agreement with First Union National
Bank of North Carolina dated February 14, 1997
together with all exhibits thereto.