ACXIOM CORP
10-K/A, 1998-08-04
COMPUTER PROCESSING & DATA PREPARATION
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                               UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                          Washington, D. C. 20549
  
                                FORM 10-K/A
                             (AMENDMENT NO. 2)
  
 (Mark One) 
  
 [X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934  
  
                  For the fiscal year ended March 31, 1998
  
                                     OR
  
 [  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934  
  
          For the transition period from __________ to __________.
  
                       Commission file number 0-13163
  
                             ACXIOM CORPORATION
           (Exact name of registrant as specified in its charter)
  
              DELAWARE                                71-0581897 
     (State or other jurisdiction of              (I.R.S. Employer 
     incorporation or organization)               Identification No.) 
  
    P.O. BOX 2000, 301 INDUSTRIAL BOULEVARD, CONWAY, ARKANSAS 72033-2000
                (Address of principal executive offices)      (Zip Code)
  
                               (501) 336-1000
            (Registrant's telephone number, including area code)
  
      Securities registered pursuant to Section 12(b) of the Act: None
  
        Securities registered pursuant to Section 12(g) of the Act:
  
                        Common Stock, $.10 Par Value
                              (Title of Class)
  
                      Preferred Stock Purchase Rights
                              (Title of Class)
           

  
 Indicate by check mark whether the registrant: (1) has filed all reports
 required to be filed by Section 13 or 15(d) of the Securities Exchange Act
 of 1934 during the preceding 12 months (or for such shorter period that the
 registrant was required to file such reports), and (2) has been subject to
 such filing requirements for the past 90 days.    Yes    X      No _____ 
  
 Indicate by check mark if disclosure of delinquent filers pursuant to Item
 405 of Regulation S-K is not contained herein, and will not be contained,
 to the best of registrant's knowledge, in definitive proxy or information
 statements incorporated by reference in Part III of this Form 10-K or any
 amendment to this Form 10-K.  [X]   
  
 The aggregate market value of the voting stock held by non-affiliates of
 the registrant, based upon the closing sale price of the registrant's
 Common Stock, $.10 par value per share, as of June 17, 1998 as reported on
 the Nasdaq National Market, was approximately $875,422,220.  (For purposes
 of determination of the above stated amount only, all directors, officers
 and 10% or more shareholders of the registrant are presumed to be
 affiliates.)    
  
 The number of shares of Common Stock, $.10 par value per share, outstanding
 as of June 17, 1998 was 52,479,289. 


      This Amendment No. 2 amends and supplements the Annual Report for the
 fiscal year ended March 31, 1998 on Form 10-K, filed with the Securities
 and Exchange Commission (the "Commission") on June 23, 1998 of Acxiom
 Corporation, a Delaware corporation (the "Company"), as amended by
 Amendment No. 1 thereto, filed with the Commission on July 29, 1998 (the
 "Form 10-K").  
  
      The Form 10-K is hereby amended and supplemented by replacing the
 Independent Auditors' Report attached thereto with the following, which has
 been marked to show changes: 


  
                        INDEPENDENT AUDITORS' REPORT
  
  
  
 The Board of Directors 
 Acxiom Corporation 
  
 Under date of May 8, 1998, we reported on the consolidated balance sheets
 of Acxiom Corporation and subsidiaries as of March 31, 1998 and 1997, and
 the related consolidated statements of earnings, stockholders' equity and
 cash flows for each of the years in the three-year period ended March 31,
 1998, which are included in the 1998 annual report to shareholders.  These
 consolidated financial statements and our report thereon are incorporated
 by reference in the annual report on Form 10-K for the year ended March 31,
 1998.  In connection with our audits of the aforementioned consolidated
 financial statements, we also audited the related financial statement
 schedule of valuation and qualifying accounts.  This financial statement
 schedule is the responsibility of the Company's management.  Our
 responsibility is to express an opinion on this financial statement
 schedule based on our audits. 
  
 In our opinion, such financial statement schedule, when considered in
 relation to the basic consolidated financial statements taken as a whole,
 presents fairly, in all material respects, the information set forth
 therein. 
  
  
                                    /s/ KPMG Peat Marwick LLP
  
  
 Little Rock, Arkansas 
 May 8, 1998 



                                 SIGNATURES 
  
           Pursuant to the requirements of Section 13 or 15(d) of the
 Securities Exchange Act of 1934, the registrant has duly caused this report
 to be signed on its behalf by the undersigned, thereunto duly authorized. 
  
                                         ACXIOM CORPORATION 
  
  
 Date: August 4, 1998              By:   /s/ Catherine L. Hughes
                                         ___________________________
                                         Catherine L. Hughes 
                                         Secretary 
  

           Pursuant to the requirements of the Securities Exchange Act of
 1934, this report has been signed below by the following persons on behalf
 of the registrant and in the capacities and as of the dates indicated. 
  
 Signature                       Title                         Date 
  
  
  /s/ Robert S. Bloom*         Chief Financial Officer       August 4, 1998 
  ______________________       (Principal accounting 
    Robert S. Bloom            officer) 
  

  /s/ Dr. Ann H. Die*          Director                      August 4, 1998 
  ______________________
    Dr. Ann H. Die  
  

  /s/ William T. Dillard II*   Director                      August 4, 1998 
  ___________________________
     William T. Dillard II 
  

  /s/ Harry C. Gambill*        Director                      August 4, 1998 
  ___________________________
     Harry C. Gambill 
  

  /s/ Rodger S. Kline*         Chief Operating Officer,      August 4, 1998 
  __________________________   Treasurer and Director 
     Rodger S. Kline           (Principal financial 
                               officer)
  

  /s/ Charles D. Morgan*       Chairman of the Board and     August 4, 1998 
  _________________________    President (Company Leader) 
     Charles D. Morgan         (Principal executive
                               officer) 
  

  /s/ Robert A. Pritzker*      Director                      August 4, 1998 
  _________________________
     Robert A. Pritzker 
  

  /s/ Walter V. Smiley*        Director                      August 4, 1998 
  _________________________
     Walter V. Smiley 

  
  /s/ James T. Womble*         Division Leader and           August 4, 1998 
  __________________________   Director
     James T. Womble 
  
  
 *By:  /s/ Catherine L. Hughes 
       ________________________
          Catherine L. Hughes 
          Attorney-in-Fact 




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