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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): JULY 23, 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 2. ACQUISITION OR DISPOSITION OF ASSETS
On July 23, 1999, infoUSA Inc., a Delaware corporation ("infoUSA" or
"Registrant"), Hugo Acquisition Corp., 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.
("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") completed 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
merged with and into Holdco (the "Merger"). Following the Merger, the separate
corporate existence of Merger Sub ceased and Holdco continues as the surviving
corporation.
The aggregate purchase price payable for all of the outstanding capital
stock of Holdco in the merger is $200 million in cash, adjusted to reflect
certain payables and receivables of Donnelley Marketing in the period commencing
July 1, 1999 and ending on the closing date. InfoUSA, Merger Sub, Seller Parent,
Seller, Holdco, Parent and Donnelley Marketing entered into an agreement
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amending certain terms of the Merger Agreement, among others to reflect the
purchase price adjustment referred to above (the "Amendment Agreement"). InfoUSA
financed the purchase price by a bank funding with respect to an aggregate of
$195 million (the "Bank Financing") from Bankers Trust Company who leads a
syndicate of banks as administrative agent for the financing. For this purpose,
infoUSA entered into a credit agreement (the "Credit Agreement") with Bankers
Trust Company and various Lenders (as defined in the Credit Agreement) dated as
of July 23, 1999.
At the closing, infoUSA entered into a Non Competition Agreement with
Seller Parent whereby Seller Parent agreed not to engage in the business as
currently conducted by Donnelley Marketing in the United States of America for a
period of five years. InfoUSA also entered into a Database License Agreement
with First Data Resources, Inc. whereby it granted First Data Resources, Inc. a
license to use infoUSA's database of information on approximately 10 million
businesses in the United States. InfoUSA also entered into an Interim Services
Agreement with Seller Parent whereby Seller Parent agreed to provide certain
transition services to Donnelley Marketing and infoUSA agreed that Donnelley
Marketing will provide certain transition services to Seller Parent. In
addition, Donnelley Marketing entered into an Amended and Restated Database
License Agreement with First Data Resources, Inc. whereby it granted First Data
Resources, Inc. a license to use its consumer information database, a Database
License Agreement with Hogan Information Services, Inc. whereby Hogan
Information Services, Inc. granted Donnelley Marketing a license to use its
public records database, a Services Agreement with First Data Technologies, Inc.
pursuant to which First Data Technologies, Inc. will provide certain data
processing services and systems to Donnelley Marketing, a DecisionScope Services
Agreement with First Data Resources, Inc. pursuant to which Donnelley Marketing
will have the right to maintain servers in First Data Resources, Inc.'s data
center and license certain software owned by First Data Resources, Inc. and an
Assignment and Marketing Agreement with First Data Resources, Inc. pursuant to
which First Data Resources, Inc. has the right to provide Donnelley Marketing's
InfoSight and KnowledgeSight products to its customers in exchange for paying
certain revenues from such products to Donnelley Marketing. At the Closing,
Seller Parent granted infoUSA an option to acquire Hogan Information Services,
Inc.
A copy of the Merger Agreement was filed as Exhibit 99.2 to the current
report on Form 8-K filed with the Securities and Exchange Commission on May 28,
1999 and is incorporated by reference herein. A copy of the Amendment Agreement
is filed herewith as Exhibit 2.1 and incorporated by reference herein. A list
identifying the contents of all omitted schedules to the Merger Agreement and
the Amendment Agreement is filed herewith as Exhibit 2.2 and incorporated by
reference herein. A copy of the Credit Agreement is filed herewith as Exhibit
2.3 and incorporated by reference herein. A list identifying the contents of all
omitted schedules to the Credit Agreement is filed herewith as Exhibit 2.4 and
incorporated by reference herein. A copy of the press release issued by infoUSA
concerning the Merger is filed herewith as Exhibit 99.1 and incorporated by
reference herein.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of businesses acquired.
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Financial statements required by this item will be filed by amendment
not later than October 6, 1999.
(b) Pro forma financial information
Pro forma financial information required by this item will be filed by
amendment not later than October 6, 1999.
(c) Exhibits
2.1 Amendment Agreement to the Agreement and Plan of Reorganization
by and among infoUSA Inc., Hugo Acquisition Corp., First Data
Corporation, First Data Information Management Group, Inc., DM
Holdings, Inc., Donnelley Marketing Holdings, Inc. and Donnelley
Marketing, Inc. dated as of July 23, 1999.
2.2 List briefly identifying the contents of all omitted schedules to
the Merger Agreement and the Amendment Agreement. InfoUSA, Inc.
shall furnish supplementally a copy of any omitted schedules to
the Securities and Exchange Commission upon request.
2.3 Credit agreement by and among infoUSA, Inc., various Lenders (as
defined therein) and Bankers Trust Company dated as of July 23,
1999.
2.4 List briefly identifying the contents of all omitted schedules to
the Credit Agreement. InfoUSA, Inc. shall furnish supplementally
a copy of any omitted schedules to the Securities and Exchange
Commission upon request.
99.1 News release dated July 23, 1999 relating to the closing of the
Agreement and Plan of Reorganization by and among infoUSA Inc.,
Hugo Acquisition Corp., First Data Corporation, First Data
Information Management Group, Inc., DM Holdings, Inc., Donnelley
Marketing Holdings, Inc. and Donnelley Marketing, Inc. which took
place on July 23, 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: August 6, 1999 By: /s/ JACK J. MCGOVERN
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Jack J. McGovern, Chief Financial
Officer (for Registrant and as
Principal Financial Officer)
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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2.1 Amendment Agreement to the Agreement and Plan of Reorganization
by and among infoUSA Inc., Hugo Acquisition Corp., First Data
Corporation, First Data Information Management Group, Inc., DM
Holdings, Inc., Donnelley Marketing Holdings, Inc. and Donnelley
Marketing, Inc. dated as of July 23, 1999.
2.2 List briefly identifying the contents of all omitted schedules to
the Merger Agreement and the Amendment Agreement. InfoUSA, Inc.
shall furnish supplementally a copy of any omitted schedules to
the Securities and Exchange Commission upon request.
2.3 Credit agreement by and among infoUSA, Inc., various Lenders (as
defined therein) and Bankers Trust Company dated as of July 23,
1999.
2.4 List briefly identifying the contents of all omitted schedules to
the Credit Agreement. InfoUSA, Inc. shall furnish supplementally
a copy of any omitted schedules to the Securities and Exchange
Commission upon request.
99.1 News release dated July 23, 1999 relating to the closing of the
Agreement and Plan of Reorganization by and among infoUSA Inc.,
Hugo Acquisition Corp., First Data Corporation, First Data
Information Management Group, Inc., DM Holdings, Inc., Donnelley
Marketing Holdings, Inc. and Donnelley Marketing, Inc. which took
place on July 23, 1999.