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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: February 24, 1998
(Date of the earliest event reported)
AMERICAN BUSINESS INFORMATION, INC.
(Exact name of Registrant as specified in its charter)
Delaware 0-19598 47-0751545
(State or other juris- (Commission I.R.S. Employer
diction of incorporation) File Number) Identification Number)
5711 South 86th Circle, Omaha, Nebraska 68127
(Address of principal executive offices) (Zip Code)
402/593-4500
Registrant's telephone number, including area code
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Item 5. Other Events
On February 24, 1998, American Business Information, Inc. (the
"Company") announced the execution of a definitive agreement for the
acquisition of Walter Karl, Inc., a leading national direct marketing service
firm that provides list management, list brokerage, database marketing and
direct marketing services to a wide array of customers. Walter Karl, Inc. was
founded in 1957 by Mr. Walter Karl and is headquartered in Greenwich, CT.
The cash payment for the purchase price of approximately $19 million is
anticipated to be funded by First Union National Bank (the "Bank") of North
Carolina, pursuant to an existing loan agreement between the Company and the
Bank dated February 14, 1997, as amended and restated. The acquisition will be
accounted for under the purchase method of accounting.
The closing of the sale and the execution of the stock purchase transaction is
anticipated to occur not later than March 31, 1998. The closing of the sale is
subject to the termination of the waiting period pursuant to the Hart-Scott-
Rodino Antitrust Improvements Act of 1976.
Item 7. Financial Statements and Exhibits
(c) Exhibits
99.1 Stock Purchase Agreement between the Company and Robert Cunniffe and
Sheldon Zaslansky and AO Capital Corp. dated as of February 23, 1998
99.2 Escrow Agreement between the Company and Robert Cunniffe and Sheldon
Zaslansky and AO Capital Corp.
99.3 Confidentiality and Noncompete Agreement between the Company and AO
Capital Corp.
99.4 Employment Agreement and Confidentiality and Noncompete Agreement
between the Company and Robert Cunniffe
99.5 Employment Agreement and Confidentiality and Noncompete Agreement
between the Company and Sheldon Zaslansky
99.6 Employment Agreement and Confidentiality and Noncompete Agreement
between the Company and Marla Maisner
99.7 Amended and Restated Credit Agreement between the Company and the Bank,
dated August 29, 1997, including all Exhibits thereto, is incorporated
herein by reference to the exhibits filed with the Company's Current
Report on Form 8-K dated September 8, 1997
99.8 Press Release dated February 24, 1998
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SIGNATURES
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.
Date: March 18, 1998 /s/ Steven Purcell
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Steven Purcell,
Chief Financial Officer
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
99.1 Stock Purchase Agreement between the Company and Robert Cunniffe and
Sheldon Zaslansky and AO Capital Corp. dated as of February 23, 1998
99.2 Escrow Agreement between the Company and Robert Cunniffe and Sheldon
Zaslansky and AO Capital Corp.
99.3 Confidentiality and Noncompete Agreement between the Company and AO
Capital Corp.
99.4 Employment Agreement and Confidentiality and Noncompete Agreement
between the Company and Robert Cunniffe
99.5 Employment Agreement and Confidentiality and Noncompete Agreement
between the Company and Sheldon Zaslansky
99.6 Employment Agreement and Confidentiality and Noncompete Agreement
between the Company and Marla Maisner
99.7 Amended and Restated Credit Agreement between the Company and the Bank,
dated August 29, 1997, including all Exhibits thereto, is incorporated
herein by reference to the exhibits filed with the Company's Current
Report on Form 8-K dated September 8, 1997
99.8 Press Release dated February 24, 1998