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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 (DATE OF EARLIEST EVENT REPORTED): MAY 28, 1999
INFOUSA INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 0-19598 47-0751545
(STATE OR OTHER JURISDICTION OF (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
5711 SOUTH 86TH CIRCLE, OMAHA, NEBRASKA 68127
(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (402) 593-4500
NOT APPLICABLE
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
ITEM 5. OTHER EVENTS
On May 28, 1999 infoUSA Inc., a Delaware corporation ("infoUSA" or
"Registrant"), Hugo Acquisition Corporation, a Delaware corporation and wholly
owned subsidiary of infoUSA ("Merger Sub"), First Data Corporation, a Delaware
corporation ("Seller Parent"), First Data Information Management Group, Inc., a
Delaware corporation and wholly owned subsidiary of Seller Parent ("Seller"), DM
Holdings, Inc., a Delaware corporation and wholly owned subsidiary of Seller
("Holdco"), Donnelley Marketing Holdings, Inc., a Delaware corporation and
wholly owned subsidiary of Holdco ("Parent") and Donnelley Marketing, Inc., a
Delaware corporation and wholly owned subsidiary of Parent ("Donnelley
Marketing") entered into an Agreement and Plan of Reorganization (the "Merger
Agreement") with respect to the acquisition by infoUSA of Donnelley Marketing,
Parent and Holdco. Pursuant to the Merger Agreement, Merger Sub shall be merged
with and into Holdco upon satisfaction of conditions to consummation (the
"Merger"). Following the merger, the separate corporate existence of Merger Sub
shall cease and Holdco shall continue as the surviving corporation.
The aggregate purchase price payable for all of the outstanding capital
stock of Holdco in the merger shall be $200 million in cash. InfoUSA will
finance the purchase price by obtaining bank funding with respect to an
aggregate of $195 million (the "Bank Financing"). To this effect, it obtained a
financing commitment letter, subject to certain conditions from Bankers Trust
Company who will lead a syndicate of banks as administrative agent for the
financing.
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The Merger is subject to certain conditions to close including
obtaining the Bank Financing and expiry or early termination of all waiting
periods, if any, under the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
as amended (the "HSR Act"). The waiting period under the HSR Act was terminated
by the Federal Trade Commission effective June 14, 1999. The Merger is expected
to be completed in July 1999 (the "Closing"). The Merger Agreement provides for
a no shop provision for Seller Parent, Seller, Holdco, Parent and Donnelley
Marketing and their subsidiaries, and provides that infoUSA will pay Seller a
$2.5 million break-up fee if the Closing does not take place due to certain
conditions.
At Closing, infoUSA and Donnelley Marketing respectively shall enter
into certain database license agreements with two affiliates of First Data
Corporation: First Data Resources, Inc. and Hogan Information Services, Inc. In
addition, infoUSA and Donnelley Marketing respectively will enter into certain
services agreements and data center agreements with Seller Parent, First Data
Technologies, Inc. and First Data Resources, Inc. At the Closing, Seller Parent
will grant infoUSA a nine-month option to acquire Hogan Information Services,
Inc. for $30 million.
A copy of the press release issued by infoUSA and First Data
Corporation concerning the Merger Agreement and the proposed merger is filed
herewith as Exhibit 99.1 and incorporated by reference herein. A copy of the
Merger Agreement is filed herewith as Exhibit 99.2 and incorporated by reference
herein.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99.1 News release dated June 1, 1999 relating to the merger
contemplated in accordance with the Agreement and Plan of
Reorganization by and among infoUSA Inc., Hugo Acquisition
Corporation, First Data Corporation, First Data Information
Management Group, Inc., DM Holdings, Inc., Donnelley Marketing
Holdings, Inc., and Donnelley Marketing, Inc. dated as of May
28, 1999.
99.2 Agreement and Plan of Reorganization by and among infoUSA
Inc., Hugo Acquisition Corporation, First Data Corporation,
First Data Information Management Group, Inc., DM Holdings,
Inc., Donnelley Marketing Holdings, Inc., and Donnelley
Marketing, Inc. dated as of May 28, 1999.
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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.
infoUSA Inc.
(Registrant)
Date: June 14, 1999 By: /s/ Stormy L. Dean
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Stormy L. Dean, Controller and Acting Chief
Financial Officer (for Registrant and as
Principal Financial Officer)
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EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
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99.1 News release dated June 1, 1999 relating to the merger
contemplated in accordance with the Agreement and Plan of
Reorganization by and among infoUSA Inc., Hugo Acquisition
Corporation, First Data Corporation, First Data Information
Management Group, Inc., DM Holdings, Inc., Donnelley Marketing
Holdings, Inc., and Donnelley Marketing, Inc. dated as of May
28, 1999.
99.2 Agreement and Plan of Reorganization by and among infoUSA
Inc., Hugo Acquisition Corporation, First Data Corporation,
First Data Information Management Group, Inc., DM Holdings,
Inc., Donnelley Marketing Holdings, Inc., and Donnelley
Marketing, Inc. dated as of May 28, 1999.