<PAGE>
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2 (Amendment and Restatement))*
Acxiom Corporation
(Name of Issuer)
Common Stock, $.10 par value
(Title of Class of Securities)
005125 10 9
(CUSIP Number)
Ross D. Emmerman, Esq.
Neal Gerber & Eisenberg
Two North LaSalle Street
Chicago, Illinois 60602
(312) 269-8000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 31, 1994
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder on this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
(continued on following pages)
Page 1 of 18 pages<PAGE>
<PAGE>
1. NAME OF REPORTING PERSON
Trans Union Corporation
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER 7 SOLE VOTING POWER
OF 1,980,000
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 1,980,000
WITH
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,980,000, subject to certain limitations (see Item 3)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.31%, based on the number of outstanding shares disclosed in the
Issuer's Form 10-Q for the quarterly period ended June 30, 1994
14 TYPE OF REPORTING PERSON
CO
Page 2 of 18 pages<PAGE>
<PAGE>
IN ACCORDANCE WITH RULE 13D-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED, THIS AMENDMENT AND RESTATEMENT OF STATEMENT ON SCHEDULE 13D (THIS
"AMENDED AND RESTATED STATEMENT") AMENDS AND RESTATES THE SCHEDULE 13D DATED
AUGUST 31, 1992 AS AMENDED BY AMENDMENT NO. 1 DATED NOVEMBER 16, 1992 (THE
"INITIAL STATEMENT"), PREVIOUSLY FILED ON BEHALF OF THE REPORTING PERSON.
Item 1. Security and Issuer.
This Amended and Restated Statement relates to shares of common stock, $.10
par value per share (the "Common Stock"), of Acxiom Corporation, a Delaware
corporation (the "Issuer"). The principal executive offices of the Issuer are
located at 301 Industrial Boulevard, Conway, Arkansas 72032.
Item 2. Identity and Background.
This Amended and Restated Statement is being filed by Trans Union
Corporation, a Delaware corporation ("Trans Union"), the principal executive
offices of which are located at 555 West Adams Street, Chicago, Illinois 60661.
The principal business of Trans Union is that of providing consumer credit
reporting services. Certain information concerning the directors and executive
officers of Trans Union and the entities directly and indirectly controlling
Trans Union is set forth in Appendix A hereto.
Neither Trans Union nor, to the best knowledge of Trans Union, any of the
persons listed in Appendix A hereto, have, during the last five years, (i) been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to federal or
state securities laws, or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
In accordance with the terms of that certain Data Center Management
Agreement dated as of July 27, 1991, as amended by that certain Agreement to
Extend and Amend Data Center Management Agreement and to Amend Registration
Rights Agreement dated as of August 31, 1994 (collectively, the "Amended
Agreement"), between Trans Union and the Issuer, Trans Union conveyed to the
Issuer all of Trans Union's right, title and interest in and to Trans Union's
data center facilities and the Issuer, among other things, agreed to provide
Trans Union with various data center services at specified rates. In
addition, in connection with the consummation of the transactions contemplated
by the Amended Agreement, the Issuer issued to Trans Union on September 1, 1992
(i) 480,000 shares (the "Initial Shares") of Common Stock and (ii) a Warrant
(the "Warrant") to purchase up to 1,000,000 shares (the "Warrant Shares") of
Common Stock prior to August 31, 2000 at exercise prices ranging from $11.25 per
share to $14.25 per share; provided, however, that in no event may Trans Union
purchase Common Stock pursuant to the Warrant if immediately after such purchase
the Warrant Shares and the Initial Shares then held by Trans Union (and its
affiliates) would aggregate more than 10% of the then outstanding Common Stock
(the "Warrant Exercise Limitation"). The number of shares of Common Stock and
the exercise prices under the Warrant referred to herein give effect to a
2-for-1 stock distribution in the form of a stock dividend which occurred with
respect to the Common Stock as of November 30, 1992.
Page 3 of 18 pages <PAGE>
<PAGE>
In addition, pursuant to that certain Letter Agreement dated as of August
31, 1994 (the "Letter Agreement"), Trans Union agreed to purchase an additional
500,000 shares of Common Stock (the "Additional Shares") at a purchase price
of $23.92 per share; provided, however, that the number of shares which Trans
Union agreed to purchase under the Letter Agreement is subject to approval, in
whole or in part, by the board of directors of Trans Union in its sole
discretion on or before September 30, 1994. The Additional Shares are not
taken into account for purposes of the Warrant Ownership Limitation.
The Data Center Management Agreement dated as of July 27, 1992, previously
filed as Exhibit A to the Initial Statement, and the form of Warrant,
previously filed as Exhibit B to the Initial Statement, are incorporated herein
by reference as Exhibits A and B, respectively. The Agreement to Extend and
Amend Data Center Management Agreement and to Amend Registration Rights
Agreement dated as of August 31, 1994 (the "Amendment") is filed as Exhibit D
hereto. The Letter Agreement is filed as Exhibit E hereto.
Item 4. Purpose of Transaction.
The Initial Shares and the Warrant were, and, if purchased, the Additional
Shares will be, acquired by Trans Union for investment purposes. Trans Union
does not have any current intention to acquire any additional shares of Common
Stock, except for shares of Common Stock which may be purchased upon exercise
of the Warrant or pursuant to the Letter Agreement. Except as set forth in
this Item 4 and in Item 6 hereof, Trans Union has no present intention to take
any other action listed in paragraph (a) through (j) of Item 4 of Schedule 13D.
However, depending on market conditions and other factors, Trans Union may (i)
sell any or all of the Initial Shares or shares of Common Stock acquired upon
exercise of the Warrant or pursuant to the Letter Agreement, (ii) hold any of
such shares of Common Stock or (iii) purchase or otherwise acquire additional
shares of Common Stock, all on such terms and at such times as Trans Union
considers desirable.
Item 5. Interest in Securities of the Issuer.
As of August 31, 1994, Trans Union beneficially owned 1,980,000 shares of
Common Stock, consisting of the Initial Shares, the Warrant Shares (the
purchase of which are subject to the Warrant Exercise Limitation) and the
Additional Shares. Such shares constitute 16.31% of the outstanding Common
Stock based on the number of outstanding shares disclosed in the Issuer's Form
10-Q for the quarterly period ended June 30, 1994. Trans Union has the sole
power to vote and the sole power to dispose of all of the Initial Shares and,
upon exercise of the Warrant and purchase of the Additional Shares, Trans Union
will have the sole power to vote and the sole power to dispose of the Warrant
Shares and the Additional Shares.
During the past sixty days neither Trans Union nor, to the best knowledge
of Trans Union, any of the persons identified in Appendix A hereof have
effected any transactions in the Common Stock, except as otherwise described
herein.
Page 4 of 18 pages<PAGE>
<PAGE>
Item 6. Contracts, Arrangements, Understandings, or Relationships
With Respect to Securities of the Issuer.
The Amended Agreement provides that so long as Trans Union continues to
own any Common Stock, then until the later of August 31, 2002 or
Disentanglement (as hereinafter defined) Trans Union has preemptive rights with
respect to the Issuer's issuance of certain types of securities. For purposes
of this Amended and Restated Statement, the term "Disentanglement" means a
cessation of the Issuer's provision of a data processing services under the
Amended Agreement. Pursuant to such preemptive rights, in the event that the
Issuer proposes to issue any capital stock or rights, options or warrants to
purchase capital stock or securities that are convertible or exchangeable into
capital stock, Trans Union, subject to certain exceptions, has the right to
purchase its Ratable Portion (as hereinafter defined) of such capital stock or
other securities upon the substantially the same terms as the Issuer proposes
to issue such capital stock or other securities to one or more third parties.
For purposes of the preceding sentence, the term "Ratable Portion" means the
product of (A) the number of shares of Common Stock owned by Trans Union at the
time of a determination, multiplied by (B) the aggregate number of the Issuer's
outstanding shares of Common Stock at the time of a determination.
The Amended Agreement also provides that if, at any time before the later
of (i) August 31, 2002 and (ii) Disentanglement, certain specified persons
desire to consummate a Block Sale (as hereinafter defined) and at such time
Trans Union (or its affiliates) continues to own any Initial Shares or Warrant
Shares, the Issuer shall take such actions as may be necessary to assure that
there is made available to Trans Union (and its affiliates) an offer, whether
by the proposed purchaser or one or more of the Issuer or the parties set forth
in (i) through (iv) below, to purchase all (or such portion as Trans Union
might specify) of the Initial Shares and Warrant Shares then owned by Trans
Union (and its affiliates) upon the same terms and conditions as the other
persons selling Common Stock in the Block Sale. For purposes of the preceding
sentence, the term "Block Sale" means the sale of at least 10% of the issued
and outstanding Common Stock in which the sellers are one or more of the
following parties: (i) Charles D. Morgan, Jr., (ii) Rodger S. Kline, (iii)
James T. Womble and (iv) Charles D. Morgan, Jr., not individually but solely
as Trustee of that certain Voting Trust dated September 30, 1983, in each case
current holders of Common Stock and, in the case of (i), (ii) and (iii) above,
members of the Issuer's management.
The Issuer and Trans Union have also entered into a Registration Rights
Agreement dated as of August 31, 1992, as amended by the Amendment
(collectively, the "Registration Rights Agreement"). Pursuant to the
Registration Rights Agreement, the Issuer granted to Trans Union certain rights
to register the shares of Common Stock owned by Trans Union under the
Securities Act of 1933, as amended. A copy of the original Registration Rights
Agreement, filed as Exhibit C to the Initial Statement, is incorporated herein
by reference as Exhibit C, and a copy of the Amendment is filed as Exhibit D
hereto.
Pursuant to that certain Letter Agreement dated August 31, 1994 among
Trans Union, Acxiom, Charles D. Morgan, Jr. (both individually and as trustee
under the Voting Trust Agreement dated September 30, 1983), Rodger S. Kline and
James T. Womble, a copy of which is attached as Exhibit F hereto, such parties
agreed, until the later of August 31, 2002 or a Disentanglement, to use their
best efforts to cause the election to the board of directors of the Issuer of
two representatives of Trans Union; provided, however, that such
representatives will resign at an earlier time if there has been a
Disentanglement and neither Trans Union nor any of its affiliates or related
Page 5 of 18 pages<PAGE>
<PAGE>
entities own any Common Stock or the Warrant. Pursuant to the foregoing, Harry
Gambill has been elected to the board of directors of the Issuer and Trans
Union has not yet designated a second individual to be elected to the Issuer's
Board of Directors.
Item 7. Material to be Filed as Exhibits.
The following documents, which were filed as exhibits to the Initial
Schedule are incorporated herein by reference:
Exhibit A: Data Center Management Agreement dated as
of July 27, 1992 between Trans Union and
Issuer
Exhibit B: Warrant to Purchase 500,000 Shares of
Common Stock of Issuer dated August 31,
1992 issued to Trans Union
Exhibit C: Registration Rights Agreement dated as of
August 31, 1992 between Issuer and Trans
Union
The following documents are filed as additional exhibits
hereto:
Exhibit D: Agreement to Amend and Extend Data Center
Management Agreement and to Amend
Registration Rights Agreement dated as of
August 31, 1994 between Trans Union and
Issuer
Exhibit E: Letter Agreement dated August 31, 1994
between Trans Union and Issuer relating
to purchase of an additional 500,000
shares of Common Stock of Issuer
Exhibit F: Letter dated August 31, 1994 from Charles
D. Morgan, Jr., Rodger S. Kline, James T.
Womble and Issuer to Trans Union,
relating to the election to the board of
directors of Issuer of two individuals
designated by Trans Union.
Page 6 of 18 pages<PAGE>
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this Statement
is true, complete and correct.
Dated: September 14, 1994 TRANS UNION CORPORATION, a Delaware
corporation
By: /s/ R.C. Gluth
---------------------------
Name: R.C. Gluth
-------------------------
Title: Vice President
------------------------
Page 7 of 18 pages<PAGE>
<PAGE>
APPENDIX A
TO
STATEMENT ON SCHEDULE 13D
General
All of the capital stock of Trans Union Corporation, a Delaware
corporation ("Trans Union"), is owned by Marmon Industrial Corporation, a
Delaware corporation ("MIC"), the principal business of which is acting as a
holding company which owns the stock of various operating companies. All of
the capital stock of MIC is owned by GL Sub Co., a Delaware corporation ("GL
Sub Co"), the principal business of which is acting as a holding company. All
of the capital stock of GL Sub Co is owned by Marmon Holdings, Inc., a Delaware
corporation ("Marmon"), the principal business of which is that of engaging in
diversified manufacturing and service activities. Approximately 84% of the
outstanding capital stock of Marmon is owned by Charles Evans Gerber, not
individually but solely as Trustee of F.L.P Trusts Nos. 10-17 and 19-21 (the
"F.L.P. Trusts"). The F.L.P. Trusts were organized primarily for the benefit
of members of the "Pritzker Family" of Chicago. The term "Pritzker Family"
refers to the lineal descendants of Nicholas J. Pritzker, deceased.
The name, business address and present principal occupation or employment
of each director and executive officer of Trans Union, MIC, GL Sub Co and
Marmon and the name and principal business of any corporation or other
organization in which such employment is conducted is set forth below. Each
director and executive officer listed below is a United States citizen.
In addition, the information required by Item 1 of Schedule 13D for Mr.
Gerber is set forth below.
Information Regarding Trans Union Corporation
- ---------------------------------------------
<TABLE>
<CAPTION>
Present Principal Occupation
Name and Business Address or Employment
- ------------------------- ----------------------------
<S> <C>
Jay A. Pritzker Director of Trans Union; Director and
200 West Madison Street Chairman of MIC; Director and
Chicago, Illinois 60606 Chairman of Marmon; Chairman of Hyatt
Corporation, a domestic hotel
management company; partner in
Pritzker & Pritzker; private investor
Robert A. Pritzker Director and Chairman of Trans Union;
225 West Washington Street Director, President and Chief
Suite 1900 Executive Officer of MIC; Director
Chicago, Illinois 60606 and President of GL Sub Co; Director
and President of Marmon
Robert C. Gluth Director, Vice President and
225 West Washington Street Treasurer of Trans Union; Director,
Suite 1900 Executive Vice President and
Chicago, Illinois 60606 Treasurer of MIC; Director, Vice
President and Treasurer of GL Sub Co;
Director, Vice President and
Treasurer of Marmon
Page 8 of 18 pages<PAGE>
<PAGE>
Harry C. Gambill Director and President of Trans Union; Director
555 West Adams Street of Acxiom Corporation
Chicago, Illinois 60661
J. P. Frank Senior Vice President of Trans Union
555 West Adams Street
Chicago, Illinois 60661
R. H. Runke Senior Vice President of Trans Union
555 West Adams Street
Chicago, Illinois 60661
W. R. Rodgers Senior Vice President of Trans Union
555 West Adams Street
Chicago, Illinois 60661
Robert W. Webb Secretary of Trans Union; Vice
225 West Washington Street President and Secretary of MIC;
Suite 1900 Secretary of GL Sub Co; Vice
Chicago, Illinois 60606 President and Secretary of Marmon
</TABLE>
Information Regarding Marmon Industrial Corporation
- ---------------------------------------------------
<TABLE>
<CAPTION>
Present Principal Occupation
Name and Business Address or Employment
- ------------------------- -------------------------------------
<S> <C>
Jay A. Pritzker Director of Trans Union; Director and
200 West Madison Street Chairman of MIC; Director and
Chicago, Illinois 60606 Chairman of Marmon; Chairman of Hyatt
Corporation, a domestic hotel
management company; partner in
Pritzker & Pritzker; private investor
Robert A. Pritzker Director and Chairman of Trans Union;
225 West Washington Street Director, President and Chief
Suite 1900 Executive Officer of MIC; Director
Chicago, Illinois 60606 and President of GL Sub Co; Director
and President of Marmon
Robert C. Gluth Director, Vice President and
225 West Washington Street Treasurer of Trans Union; Director,
Suite 1900 Executive Vice President and
Chicago, Illinois 60606 Treasurer of MIC; Director, Vice
President and Treasurer of GL Sub Co;
Director, Vice President and
Treasurer of Marmon
Robert W. Webb Secretary of Trans Union; Vice
225 West Washington Street President and Secretary of MIC;
Suite 1900 Secretary of GL Sub Co; Vice
Chicago, Illinois 60606 President and Secretary of Marmon
</TABLE>
Page 9 of 18 pages<PAGE>
<PAGE>
Information Regarding GL Sub Co
- -------------------------------
<TABLE>
<CAPTION>
Present Principal Occupation
Name and Business Address or Employment
- ------------------------- -------------------------------------
<S> <C>
Robert A. Pritzker Director and Chairman of Trans Union;
225 West Washington Street Director, President and Chief
Suite 1900 Executive Officer of MIC; Director
Chicago, Illinois 60606 and President of GL Sub Co; Director
and President of Marmon
Robert C. Gluth Director, Vice President and
225 West Washington Street Treasurer of Trans Union; Director,
Suite 1900 Executive Vice President and
Chicago, Illinois 60606 Treasurer of MIC; Director, Vice
President and Treasurer of GL Sub Co;
Director, Vice President and
Treasurer of Marmon
Robert W. Webb Secretary of Trans Union; Vice
225 West Washington Street President and Secretary of MIC;
Suite 1900 Secretary of GL Sub Co; Vice
Chicago, Illinois 60606 President and Secretary of Marmon
</TABLE>
Page 10 of 18 pages<PAGE>
<PAGE>
Information Regarding Marmon Holdings, Inc.
- -------------------------------------------
<TABLE>
<Captions>
Present Principal Occupation
Name and Business Address or Employment
- ------------------------- -------------------------------------
<S> <C>
Jay A. Pritzker Director of Trans Union; Director and
200 West Madison Street Chairman of MIC; Director and
Chicago, Illinois 60606 Chairman of Marmon; Chairman of Hyatt
Corporation, a domestic hotel
management company; partner in
Pritzker & Pritzker; private investor
Robert A. Pritzker Director and Chairman of Trans Union;
225 West Washington Street Director, President and Chief
Suite 1900 Executive Officer of MIC; Director
Chicago, Illinois 60606 and President of GL Sub Co; Director
and President of Marmon
Robert C. Gluth Director, Vice President and
225 West Washington Street Treasurer of Trans Union; Director,
Suite 1900 Executive Vice President and
Chicago, Illinois 60606 Treasurer of MIC; Director, Vice
President and Treasurer of GL Sub Co;
Director, Vice President and
Treasurer of Marmon
Robert W. Webb Secretary of Trans Union; Vice
225 West Washington Street President and Secretary of MIC;
Suite 1900 Secretary of GL Sub Co; Vice
Chicago, Illinois 60606 President and Secretary of Marmon
</TABLE>
Information Regarding Charles Evans Gerber
- ------------------------------------------
Charles Evans Gerber is a partner in the law firm of Neal Gerber &
Eisenberg and his business address is 2 North LaSalle Street, Suite 2200,
Chicago, Illinois 60602. To the best knowledge of Trans Union, Mr. Gerber has
not, during the last five years, (i) been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) been a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to federal or state securities laws, or finding
any violation with respect to such laws.
Page 11 of 18 pages<PAGE>
<PAGE>
Exhibit D
AGREEMENT TO EXTEND AND AMEND
DATA CENTER MANAGEMENT AGREEMENT AND
TO AMEND REGISTRATION RIGHTS AGREEMENT
This Agreement to Extend and Amend Data Center Management
Agreement (this "Amendment") is made and entered into as of August
31, 1994, by and between Trans Union Corporation ("Trans Union"),
with a place of business at 555 West Adams Street, Chicago,
Illinois 60661, and Acxiom Corporation ("Acxiom"), with a place of
business at 301 Industrial Boulevard, Conway, Arkansas 72032.
In consideration of the mutual promises, undertakings,
relinquishments of rights, and other considerations set forth
below, the parties hereby amend that certain Data Center Management
Agreement between the parties dated July 27, 1992 (the "Agreement")
and otherwise undertake and agree as follows:
1. Pursuant to clause (ii) of Section 5.3 of the Agreement,
Trans Union hereby elects (and shall be deemed, for purposes of the
Warrant referred to in paragraph 5.1.3.1(f) of the Agreement, to
have delivered to Acxiom a notice of its election) to continue
fully and extend its relationship with Acxiom under the Agreement
for the "Extended Term" (as defined in said clause 5.3(ii)).
2. Acxiom hereby waives and releases its rights under
Section 5.1.3.6 of the Agreement, and the parties mutually agree
that the Agreement is hereby amended by deleting therefrom the
entirety of Section 5.1.3.6 of the Agreement.
3. Acxiom hereby waives and releases its rights under
paragraph (b) of Section 5.1.3.7 of the Agreement, Trans Union
hereby waives and releases its rights under paragraph (a) of
Section 5.1.3.7 of the Agreement, and the parties mutually agree
that the Agreement is hereby amended by deleting therefrom the
entirety of Sections 5.1.3.7 and 5.1.3.7.1 of the Agreement (which
Sections shall not, for purposes of this Amendment, be deemed to
include, and this Amendment shall not delete, Sections 5.1.3.7.2,
5.1.3.7.3, or 5.1.3.7.4).
4. The parties mutually agree that the Registration Rights
Agreement between the parties dated July 27, 1992, is hereby
amended as follows:
by adding to Section 3.0 thereof, at the end thereof, an
additional sentence which shall be and read as follows:
"The rights of Trans Union under this Section 3.0 may be
exercised by it twice -- i.e., they may be exercised on two
separate occasions, so as to require two (but not more than
two) separate registrations."
Page 12 of 18 pages<PAGE>
<PAGE>
5. Each of the parties promises and agrees to execute, by
not later than August 31, 1994, a letter of intent in the form
attached hereto as Exhibit A regarding arrangements for the
performance by Acxiom of certain data processing requirements and
other functions of the Marketing Services Division of Trans Union.
6. Each of the parties represents and warrants that its
execution and delivery of this Amendment have been duly authorized
by all necessary corporate action.
Acxiom Corporation
By: /s/ James T. Womble
---------------------------
Trans Union Corporation
By: /s/ Ralph Sorice
---------------------------
Page 13 of 18 pages<PAGE>
<PAGE>
Exhibit E
Trans Union Corporation
555 West Adams Street
Chicago, IL 60661
Gentlemen:
This will confirm our mutual agreement that Acxiom Corporation ("Acxiom"),
a Delaware corporation with offices at 301 Industrial Boulevard, Conway,
Arkansas 72032, shall sell, and that Trans Union Corporation ("Trans Union")
shall buy, up to a maximum of five hundred thousand (500,000) shares of the
Common Stock ("Acxiom Common"), $0.10 par value, of Acxiom on the following
terms and conditions:
1. The purchase price per share of the Acxiom Common shall be $23.92.
2. Both the number of shares subject to his agreement (500,000 shares)
and the purchase price pr share ($23.92) shall be subject to appropriate
adjustment to reflect (and negate) as nearly as is reasonably practicable, the
effects of any event for which it would be equitable to make such an
adjustment, including any of the events described in Section 5.1.3.7.3 of the
DCM Agreement.
3. This agreement is subject to the written approval, on or before
September 30, 1994, of the Board of Directors of Trans Union. The Trans Union
Board may choose to approve the agreement as to all, none or less than all of
the 500,000 shares. If approved by the Board as to less than all of the
shares, this agreement shall be mutually binding as to such lesser number; if
approved as to neither all nor a lesser number of shares by the Board on or
before September 30, 1994, this agreement shall be of no further force and
effect. This agreement has been approved by the Board of Directors of Acxiom,
and shall be subject to no further authorizations or approvals on the part of
Acxiom.
4. Upon receipt of written notice from Trans Union of written approval
by its Board of Directors, Acxiom shall within ten business days issue and
deliver to Trans Union a certificate representing the number of shares as to
which the agreement was approved by said Board of Directors (the "1994
Shares"). Trans Union shall pay for the 1994 Shares on the day it receives
such certificate. Acxiom hereby acknowledges and agrees that Trans Union shall
have with respect to all of the 1994 Shares, the same registration and other
rights as are granted to it under Sections 5.1.3.3, 5.1.3.4, and 5.1.3.7.3 of
the DCM Agreement, and under the Registration Rights Agreement referred to in
said Section 5.1.3.3 (including any subsequent amendments to said agreement),
as though the 1994 Shares were a part of the "Acxiom Stock" (as defined in the
DCM Agreement). Trans Union agrees, with respect to the 1994 Shares, to all
of the Restricted Stock Provisions set forth in Section 5.1.3.5 of the DCM
Agreement.
5. Notwithstanding the above provisions, the 1994 Shares shall not, for
purposes of the Warrant issued pursuant to the DCM Agreement (including but not
by way of limitation, for the purpose of paragraph (c) on page 3 of that
Warrant) nor for any purposes of the DCM Agreement itself, other than the
specific provisions thereof that are cited hereinabove, be deemed "Acxiom
Stock" or "Acxiom Securities."
6. This Agreement shall be governed by and construed in accordance with
the laws of the state of Arkansas.
Page 14 of 18 pages<PAGE>
<PAGE>
Please signify your acceptance and acknowledgement of the terms and
conditions of this agreement by executing where indicated below, and returning
to us, the enclosed copy of this letter.
Yours very truly,
Acxiom Corporation
By: /s/ Charles D. Morgan, Jr.
---------------------------
Accepted and Acknowledged on this 31st day of August, 1994.
Trans Union Corporation
By: /s/ Ralph Sorice
---------------------------
Page 15 of 18 pages<PAGE>
<PAGE>
Exhibit F
Trans Union Corporation
555 West Adams Street
Chicago, IL 60661
Re: Data Center Management Agreement
between Trans Union Corporation ("Trans Union")
and Acxiom Corporation ("Acxiom") dated July 27, 1992
Gentlemen:
This letter is written in conjunction with the execution by Trans Union
and Acxiom, concurrently with the execution of this letter, of a certain
Agreement to Extend and Amend Data Center Management Agreement (the
"Amendment"). In further consideration of the mutual promises, undertakings,
relinquishment of rights, and other considerations contained in the Amendment,
Acxiom and the undersigned shareholders of Acxiom hereby promise, agree, and
confirm that our letter to you dated July 27,1992 (a copy of which letter is
attached hereto as Schedule A), in which we agreed to use our best efforts to
cause the election to the Board of Directors of Acxiom one person specified by
Trans Union, shall be amended so as to increase to two (2) persons, the number
of persons specified by Trans Union whom Acxiom and the undersigned
shareholders shall use their best efforts to elect to the Board of Directors
of Acxiom. Specifically, said letter is hereby deemed amended so that, as
amended, it shall read a set forth in Schedule B hereto.
Very truly yours,
/s/ Charles D. Morgan, Jr.
---------------------------------
Charles D. Morgan, Jr., individually and
as direct owner of certain shares
formerly held in the Voting Trust dated
September 30, 1983
/s/ Rodger S. Kline
---------------------------------
Rodger S. Kline
/s/ James T. Womble
---------------------------------
James T. Womble
ACXIOM
By: /s/ Charles D. Morgan, Jr.
---------------------------------
Charles D. Morgan, President
Dated August 31, 1994
Page 16 of 18 pages<PAGE>
<PAGE>
Schedule B
To Exhibit F
July 27, 1992
Trans Union Corporation
555 West Adams Street
Chicago, IL 60661
Re: Data Center Management Agreement between Trans Union Corporation
and Acxiom Corporation dated July 27. 1992 (the "Agreement")
Gentlemen:
This letter is written in conjunction with the referenced Agreement. All
capitalized terms in this letter shall be deemed to have the meanings given to
them in the Agreement.
This will confirm our mutual agreement with you, Trans Union Corporation
("Trans Union"), that, subject to and effective upon the Closing we, Acxiom
Corporation ("Acxiom"), Charles D. Morgan, Jr. (both individually and as
trustee), Rodger S. Kline, and James T. Womble (collectively, the
"undersigned"), hereby promise to use our best efforts to cause the election
to the Board of Directors of Acxiom, as soon as legally possible (whether at
an annual shareholders' meeting or by appointment or otherwise filling a
vacancy on the Board), of such two persons as may be specified by Trans Union
to Acxiom, it being understood that, initially, such persons would be Robert
Pritzker and Harry Gambill.
The undersigned further promise that our undertaking to attempt to place
your two representatives on the Acxiom Board shall be a continuing undertaking
during the period from the Closing Date until the later of the tenth (10th)
anniversary of the Closing Date or a Disentanglement, so that you would have
two representatives on Acxiom's Board at all times during that period, whether
it be Mr. Pritzker and Mr. Gambill, or any other persons specified by you;
provided, however, if there is an earlier time at which there has been a
Disentanglement and neither Trans Union nor any of its Affiliated and Related
Entities owns any Acxiom Stock, Warrant Stock or has any right to acquire any
Warrant Stock, both your representatives will resign from our Board.
The undersigned jointly and severally promise and agree that if, at any
time before the later of (i) the tenth (10th) anniversary of the Closing Date
and (ii) a Disentanglement, and when Trans Union or any of its Affiliated and
Related Entities shall continue to own any Acxiom Stock or Warrant Stock, any
owner, or group of owners, of stock or securities of Acxiom of the same class
as that of the Acxiom Stock or the Warrant Stock shall wish to make a Block
Sale, then the undersigned shall take such actions as may be necessary to
assure that there is made available to Trans Union (and its Affiliated and
Related Entities), whether by the proposed purchaser or by one or more of the
undersigned, an offer (to be accepted or not in the sole discretion of Trans
Union or its Affiliated and Related Entities), which offer shall be made in
writing to Trans Union at least 30 days in advance of the intended closing of
the Block Sale, to purchase all (or such portion as Trans Union might wish) of
the Acxiom Stock and the Warrant Stock then owned by Trans Union (or its
Page 17 of 18 pages<PAGE>
<PAGE>
Affiliated and Related Entities), at the same time, price-per-share, terms of
payment, and other terms and conditions as those under which the Block Sale
will occur.
Very truly yours,
--------------------------------
Charles D. Morgan, Jr., individually
and as trustee of the Voting Trust
dated September 30, 1983
--------------------------------
Rodger S. Kline
--------------------------------
James T. Womble
ACXIOM CORPORATION
By:
------------------------------
President
Page 18 of 18 pages<PAGE>
