SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)
Under the Securities Exchange Act of 1934
MAY & SPEH, INC.
____________________________________________________________
(Name of Issuer)
Common Stock, Par Value $0.01 per Share
____________________________________________________________
(Title of Class and Securities)
577777 10 5
____________________________________________________________
(CUSIP Number of Class of Securities)
Charles D. Morgan
Acxiom Corporation
P.O. Box 2000
301 Industrial Boulevard
Conway, Arkansas 72033-2000
Telephone: (501) 336-1302
With a copy to:
J. Michael Schell, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue
New York, New York 10022
Telephone: (212) 735-3000
_____________________________________________________________
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
September 17, 1998
____________________________________________________________
(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 Statement because of Rule 13d-1(b)(3) or
(4), check the following box: ( )
(Continued on following pages)
(Page 1 of 4 pages)
SCHEDULE 13D
CUSIP No. 577777 10 5 Page 2 of 4 pages
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Acxiom Corporation (71-0581897)
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) ( )
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
BK, WC, 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
(7) SOLE VOTING POWER
NUMBER OF 1000
SHARES
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY NONE
EACH
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON 1000
WITH
(10) SHARED DISPOSITIVE POWER
NONE
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1000
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES ( )
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
100%
(14) TYPE OF REPORTING PERSON
CO
This Amendment No. 1 amends and supplements the Statement on
Schedule 13D dated May 26, 1998, filed by Acxiom Corporation, a Delaware
corporation ("Acxiom"), relating to the shares (the "Shares"), of common
stock,par value $.01 per share of may & Speh, Inc. ("May & Speh").
Item 4. Purpose of Transaction.
Item 4 is hereby amended and supplemented by adding the
following:
This Amendment No. 1 is being filed to report that ACX
Acquisition Co., Inc., a Delaware corporation ("Merger Sub") and a wholly
owned subsidiary of Acxiom, was merged (the "Merger") with and into May &
Speh on September 17, 1998 (the "Effective Time") with May & Speh as the
surviving corporation in the Merger (the "Surviving Corporation"). As a
result of the Merger, (i) all outstanding Shares were converted into the
right to receive 0.8 of a share of Acxiom common stock, (ii) each share of
common stock of Merger Sub issued and outstanding immediately prior to the
Effective time was converted into one share of common stock of the
Surviving Corporation, and (iii) May & Speh became a wholly owned
subsidiary of Acxiom.
Acxiom issued a press release on September 17, 1998 with
respect to the Merger. A copy of the press release is attached hereto as
Exhibit 12 and is incorporated herein by reference.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended and supplemented by adding the
following:
This Amendment No. 1 is being filed to report that in connection
with the Merger, Acxiom beneficially owns 1000 Shares or 100% of the voting
power and dispositive power of May & Speh.
Item 7. Material To Be Filed as Exhibits.
Item 7 is hereby amended by adding the following exhibit:
Exhibit 12-- Press Release issued by Acxiom on September 17, 1998.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth is true, complete and
correct.
Dated: September 18, 1998
ACXIOM CORPORATION
By: /s/ Catherine L. Hughes
__________________________
Name: Catherine L. Hughes
Title: Secretary and
General Counsel
EXHIBIT INDEX
Exhibit Description
12 Press Release issued by Acxiom on
September 17, 1998
Exhibit 12
Acxiom Corporation May & Speh, Inc.
301 Industrial Blvd. 1501 Opus Place
P.O. Box 2000 Downers Grove, IL 60515-5713
Conway, AR 72233-2000
For more information, contact: For more information, contact:
Robert S. Bloom Eric Loughmiller
Company Finance Leader Chief Financial Officer
(501) 336-1321 (630) 719-0432
ACXIOM(R) CORPORATION AND MAY & SPEH, INC.
COMPLETE MERGER
CONWAY, AR AND DONWERS GROVE, IL, SEPTEMBER 17, 1998
Acxiom(R) Corporation (Nasdaq: ACXM) and May & Speh, Inc.
(Nasdaq
SPEH) today jointly announced completion of their merger. As a
result of the merger, which became effective today following approval by
the stockholders of each company, May & Speh will become a wholly-owned
subsidiary of Acxiom. Stockholders of May & Speh will receive .8 of a
share of Acxiom common stock for each share of May & Speh common stock
held.
May & Speh stockholders will be sent information explaining the
procedures to be followed for exchanging their shares for shares of Acxiom
common stock they are entitled to receive as a result of the merger. Also
in connection with the merger, Acxiom has announced that it will be a co-
obligor of the May & Speh 51/4% Senior Subordinated Notes due 2003.
Charles D. Morgan, Chairman and Company Leader of Acxiom,
commented, "The new company's joint resources are a very powerful
combination. Our product and services offerings will be significantly
enhanced when we marry Acxiom's data with May and Speh's analytical
capability and the combined know-how of our two companies. We are very
excited about the cost-saving and significant growth opportunities that the
merger of the two companies will create."
An organizational alignment plan has been developed and approved
and will be phased in over the next several months. The new alignment,
which will be effective and fully in place by April 1, 1999, will represent
five Acxiom Divisions: International (headquartered in London) and
Outsourcing (headquartered in Chicago), as well as Financial, Data
Products, and Services (headquartered in Conway). The objective is to
create maximum focus and synergy on the vertical industries, outsourcing
opportunities and international development of the combined company.
Acxiom provides a wide spectrum of data products, data
integration services, and mailing list services, as well as data
warehousing and decision support services to major U.S. and international
firms. Founded in 1969, Acxiom is headquartered in Conway, Arkansas, with
operations throughout the United States and in the United Kingdom and
France.
Founded in 1947, May & Speh is a leading provider of technology-
based information management services with a focus on direct marketing
services and information technology (IT) outsourcing services. The
company's database marketing solutions help companies execute more
profitable direct marketing and customer management programs. Services
include strategic analysis and management; systems consulting; data
warehouse design and management; modeling and analysis; and list
processing. For companies looking to outsource all or part of their
information systems operations, May & Speh provides IT services to support
mainframe and mid-range (client/server) processing and network management.
