<PAGE>
As filed with the Securities and Exchange Commission on May 30, 1997
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
_____________________
Metromail Corporation
(Exact name of registrant as specified in its charter)
Delaware 13-3015410
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
360 East 22nd Street 60148
Lombard, Illinois (Zip Code)
(Address of principal executive offices)
Metromail Corporation
1997 Employee Stock Purchase Plan
(Full title of the plan)
Thomas J. Quarles
Senior Vice President, Chief Administrative Officer,
General Counsel and Secretary
Metromail Corporation
360 East 22nd Street
Lombard, Illinois 60148
(630) 620-3300
(Name, address, and telephone number,
including area code, of agent for service)
____________________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================
Proposed Proposed
Title of Amount maximum maximum Amount of
Securities to be to be offering aggregate registration fee
registered(1) registered price per offering
share price
- ------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 300,000 shares(2) $20.75(3) $6,225,000(3) $1,887
$.01 par value
Preferred Stock 300,000 rights (4) (4) (4)
Purchase Rights
====================================================================================
</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended (the "Securities Act"), this registration statement also covers an
indeterminate amount of interests to be offered pursuant to the Plan
described herein.
(2) This registration statement also covers an additional and indeterminate
number of shares as may become issuable because of the provisions of the
Plan relating to adjustments for changes resulting from stock dividends,
stock splits and similar changes.
(3) Estimated solely for the purpose of calculating the registration fee and,
pursuant to Rule 457(h) under the Securities Act of 1933, based upon the
average of the high and low sale prices of the Common Stock reported in the
New York Stock Exchange Composite transactions on May 27, 1997.
(4) The Preferred Stock Purchase Rights initially are attached to and trade
with the shares of Common Stock being registered hereby. Value
attributable to such Rights, if any, is reflected in the market price of
the Common Stock.
================================================================================
<PAGE>
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents heretofore filed with the Securities and Exchange
Commission (the "Commission") by Metromail Corporation (the "Company") are
incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the year ended December 31,
1996;
(b) The Company's Quarterly Report on Form 10-Q for the three months ended
March 31, 1997;
(c) The description of the Common Stock, par value $.01 per share, of the
Company which is contained in the Company's Registration Statement on Form 8-A,
filed April 25, 1996, and the description of the related Preferred Stock
Purchase Rights which is contained in the Company's Registration Statement on
Form 8-A, filed February 26, 1997.
All documents filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), after the date of this Registration Statement and prior to
the filing of a post-effective amendment to this Registration Statement which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof from the
respective dates of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Reference is made to Section 145 ("Section 145") of the General Corporation
Law of the State of Delaware (the "Delaware GCL") which provides for
indemnification of directors and officers in certain circumstances.
In accordance with Section 102(b)(7) of the Delaware GCL, the Company's
Third Restated Certificate of Incorporation, as amended (the "Certificate of
Incorporation"), provides that directors shall not be personally liable for
monetary damages for breaches of their fiduciary duty as directors except for
(i) breaches of their duty of loyalty to the Company or its stockholders, (ii)
acts or omissions not in good faith or which involve intentional misconduct or
knowing violations of law, (iii) certain transactions under Section 174 of the
Delaware GCL (unlawful payment of dividends) or (iv) transactions from which a
director derives an improper personal benefit.
The Certificate of Incorporation provides for indemnification of directors
and officers to the full extent provided by the Delaware GCL, as amended from
time to time. It states that the indemnification provided therein shall not be
deemed exclusive. The Company may maintain insurance on behalf of any person who
is or was a director, officer, employee or agent of the Company, or another
corporation, partnership, joint venture, trust or other enterprise against any
expense, liability or loss, whether or not the Company would have the power to
indemnify such person against such expense, liability or loss, under the
provisions of the Delaware GCL.
Pursuant to Section 145 and the Certificate of Incorporation, the Company
maintains directors' and officers' liability insurance coverage.
<PAGE>
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
No. Description
- ------- -----------
4(a) Third Restated Certificate of Incorporation of the Company, as
amended (incorporated by reference to the Company's Annual Report
on Form 10-K for the year ended December 31, 1996, Exhibit 3(i)).
4(b) By-laws of the Company (incorporated by reference to Registration
Statement on Form S-1 (File No. 333-2042), Exhibit 3.2).
4(c) Rights Agreement, dated as of February 24, 1997, between the
Company and American Stock Transfer and Trust Company, as Rights
Agent (incorporated by reference to the Company's Registration
Statement on Form 8-A, filed on February 26, 1997).
5 Opinion of Sidley & Austin.
10 Metromail Corporation 1997 Employee Stock Purchase Plan.
23(a) Consent of Arthur Andersen LLP.
23(b) Consent of Sidley & Austin (contained in Exhibit 5 hereto).
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to the registration statement;
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more
than a 20 percent change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the
effective registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof;
II-2
<PAGE>
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remained unsold at the termination of
the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Chicago, State of Illinois on this 28th day of
May, 1997.
METROMAIL CORPORATION
By: /s/ Kenneth A. Glowacki
----------------------------------
Kenneth A. Glowacki
Vice President, Finance
(Authorized Officer and Principal
Accounting Officer)
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title(s) Date
--------- -------- ----
/s/ Barton L. Faber Chairman and Director May 28, 1997
- ------------------------- (principal executive officer)
Barton L. Faber
/s/ Susan L. Henricks President, Chief Executive May 28, 1997
- ------------------------- Officer and Director
Susan L. Henricks
/s/ Ronald G. Eidell Senior Vice President and Chief May 28, 1997
- ------------------------- Financial Officer (principal
Ronald G. Eidell financial officer)
/s/ Kenneth A. Glowacki Vice President, Finance May 28, 1997
- ------------------------- (principal accounting officer)
Kenneth A. Glowacki
/s/ Peter F. Murphy Director May 28, 1997
- -------------------------
Peter F. Murphy
/s/ Jonathan P. Ward Director May 28, 1997
- -------------------------
Jonathan P. Ward
/s/ Robert C. McCormack Director May 28, 1997
- -------------------------
Robert C. McCormack
II-4
<PAGE>
The Plan. Pursuant to the requirements of the Securities Act of 1933, as
amended, the administrator of the Plan has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Lombard, State of Illinois, on this 28th day of
May, 1997.
METROMAIL CORPORATION
1997 EMPLOYEE STOCK PURCHASE PLAN
By: /s/ Robert C. McCormack
--------------------------------
Robert C. McCormack
Chairman, Metromail Corporation
Human Resources Committee
II-5
<PAGE>
EXHIBIT INDEX
-------------
Exhibit
Number Description of Exhibit
- ------ ----------------------
4(a) Third Restated Certificate of Incorporation of the Company, as
amended (incorporated by reference to the Company's Annual Report on
Form 10-K for the year ended December 31, 1996, Exhibit 3(i)).
4(b) By-laws of the Company (incorporated by reference to Registration
Statement on Form S-1 (File No. 333-2042), Exhibit 3.2).
4(c) Rights Agreement, dated as of February 24, 1997, between the Company
and American Stock Transfer and Trust Company, as Rights Agent
(incorporated by reference to the Company's Registration Statement
on Form 8-A, filed February 26, 1997).
5* Opinion of Sidley & Austin.
10* Metromail Corporation 1997 Employee Stock Purchase Plan.
23(a)* Consent of Arthur Andersen LLP.
23(b)* Consent of Sidley & Austin (contained in Exhibit 5 hereto).
________________________
*Filed herewith
<PAGE>
EXHIBIT 5
May 30, 1997
Metromail Corporation
360 East 22nd Street
Lombard, Illinois 60148
Re: Metromail Corporation
Registration Statement on Form S-8
----------------------------------
Ladies and Gentlemen:
We have acted as counsel for Metromail Corporation, a Delaware corporation
(the "Company"), in connection with the filing of a Registration Statement on
Form S-8 (the "Registration Statement") relating to 300,000 shares of common
stock, par value $.01 per share, of the Company ("Common Stock"), together with
300,000 Preferred Stock Purchase Rights of the Company (the "Rights") associated
therewith, to be offered to participants in the Company's 1997 Employee Stock
Purchase Plan (the "Plan"). The terms of the Rights are set forth in the Rights
Agreement dated as of February 24, 1997 (the "Rights Agreement") between the
Company and American Stock Transfer and Trust Company, as Rights Agent.
We are familiar with the Third Restated Certificate of Incorporation and
the By-laws of the Company and all amendments thereto and resolutions of the
Board of Directors of the Company relating to the Plan and the Registration
Statement.
In this connection, we have examined originals, or copies of originals
certified or otherwise identified to our satisfaction, of such records of the
Company and others, have examined such questions of law and have satisfied
ourselves as to such matters of fact as we have considered relevant and
necessary as a basis for the opinions set forth herein. We have assumed the
authenticity of all documents submitted to us as originals, the genuineness of
all signatures, the legal capacity of all natural persons and the conformity
with the original documents of any copies thereof submitted to us for our
examination.
<PAGE>
Based upon the foregoing, we are of the opinion that:
1. The Company is duly incorporated and validly existing under the laws of
the State of Delaware.
2. Each share of Common Stock will be legally issued, fully paid and
nonassessable when: (i) the Registration Statement shall have become effective
under the Securities Act; (ii) such share of Common Stock shall have been duly
issued and sold in the manner contemplated by the Plan; and (iii) a certificate
representing such share shall have been duly executed, countersigned and
registered and duly delivered to the purchaser thereof against payment of the
agreed consideration therefor (not less than the par value thereof) in
accordance with the Plan.
3. The Rights associated with the newly issued shares of Common Stock
referred to in paragraph 2 will be legally issued when such Rights have been
duly issued in accordance with the terms of the Rights Agreement and such
associated shares have been duly issued and paid for as set forth in
paragraph 2.
We do not find it necessary for the purposes of this opinion to cover, and
accordingly we express no opinion as to the application of the securities or
blue sky laws of the various states to the sale of shares of common stock.
This opinion is limited to the General Corporation Law of the State of
Delaware.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Sidley & Austin
<PAGE>
Exhibit 10
METROMAIL CORPORATION
1997 Employee Stock Purchase Plan
1. Purpose. The purpose of the Metromail Corporation 1997 Employee
Stock Purchase Plan (the "Plan") is to provide employees of Metromail
Corporation, a Delaware corporation (the "Company"), and its Subsidiary
Companies (as defined in Section 13) added incentive to remain employed by such
companies and to encourage increased efforts to promote the best interests of
such companies by permitting eligible employees to purchase shares of the common
stock of the Company ("Common Shares") at below-market prices. The Plan is
intended to qualify as an "employee stock purchase plan" under section 423 of
the Internal Revenue Code of 1986, as amended (the "Code"). The Company and its
Subsidiary Companies that, from time to time, adopt the Plan are sometimes
hereinafter called collectively the "Participating Companies."
2. Eligibility. Participation in the Plan shall be open to each
employee of the Participating Companies (an "Eligible Employee") (a) who has
been continuously employed by the Participating Companies for at least six
months, (b) whose customary employment by the Participating Companies is greater
than 20 hours per week; and (c) whose customary employment by the Participating
Companies is more than five months in any calendar year. No right to purchase
Common Shares hereunder shall accrue under the Plan in favor of any person who
is not an Eligible Employee as of the first day of a Purchase Period (as defined
in Section 3). Notwithstanding anything contained in the Plan to the contrary,
no Eligible Employee shall acquire a right to purchase Common Shares hereunder
(i) if, immediately after receiving such right, such employee would own 5% or
more of the total combined voting power or value of all classes of stock of the
Company or any Subsidiary Company (including any stock attributable to such
employee under section 424(d) of the Code), or (ii) if for a given calendar year
such right would permit such employee's aggregate rights to purchase stock under
all employee stock purchase plans of the Company and its Subsidiary Companies
exercisable during such calendar year to accrue at a rate which exceeds $25,000
of fair market value of such stock for such calendar year, all determined in the
manner provided by section 423(b)(8) of the Code. In addition, the number of
Common Shares which may be purchased by any Eligible Employee during any
Purchase Period shall not exceed 400 shares.
3. Effective Date of Plan; Purchase Periods. The Plan shall become
effective on July 1, 1997 or on such later date as may be specified by the Board
of Directors (the "Board") of the Company or the Committee (as defined in
Section 11). The Plan shall cease to be effective unless, within 12 months
before or after the date of its adoption by the Board, it has been approved at a
duly-called meeting of the stockholders of the Company.
<PAGE>
A "Purchase Period" shall consist of the three month period beginning
on each July 1, October 1, January 1, and April 1, each commencing on or after
the effective date and prior to termination of the Plan.
4. Basis of Participation. (a) Payroll Deduction. Each Eligible
Employee shall be entitled to enroll in the Plan as of the first day of any
Purchase Period which begins after such employee has become an Eligible
Employee.
To enroll in the Plan, an Eligible Employee shall execute and deliver
a payroll deduction authorization (the "Authorization") to the Company or its
designated agent. The Authorization shall become effective on the first day of
the Purchase Period following the execution and delivery of such Authorization.
Each Authorization shall direct that payroll deductions be made by the
employee's employer for each payroll period during which the employee is a
participant in the Plan. The amount of each payroll deduction specified in an
Authorization for each such payroll period shall be a whole percentage amount or
a whole dollar amount, as determined by the Committee, in either case not to
exceed 10%, or such lesser percentage as may be determined by the Committee, of
the participant's current regular wage or salary (before withholding or other
deductions) paid to him by any of the Participating Companies.
Payroll deductions (and any other amount paid under the Plan) shall be
made for each participant in accordance with his Authorization until his
participation in the Plan terminates, his Authorization is revised or the Plan
terminates, all as hereinafter provided.
A participant may not change the amount of his payroll deduction
during any Purchase Period, except that a participant may elect to terminate his
participation in the Plan as provided in Section 7 or 8.
Payroll deductions shall be credited to a purchase account established
on the books of the participant's employer on behalf of each participant (a
"Purchase Account"). At the end of each Purchase Period, the amount in each
participant's Purchase Account will be applied to the purchase from the Company
of the number of Common Shares determined by dividing such amount by the
Purchase Price (as defined in Section 5) for such Purchase Period. No interest
shall accrue at any time for any amount credited to a Purchase Account of a
participant.
(b) Other Methods of Participation. The Committee may, in its
discretion, establish additional procedures whereby Eligible Employees may
participate in the Plan by means other than payroll deduction, including, but
not limited to, delivery of funds by participants in a lump sum or automatic
charges to participants' bank accounts. Such other methods of participating
shall be subject to such rules and conditions as the Committee may establish.
The Committee may at any time amend, suspend or terminate any participation
procedures established pursuant to this paragraph without prior notice to any
participant or Eligible Employee.
-2-
<PAGE>
5. Purchase Price. The purchase price (the "Purchase Price") per
Common Share hereunder for any Purchase Period shall be the lesser of 85% of the
fair market value of a Common Share on the first day of such Purchase Period and
85% of the fair market value of a Common Share on the last day of such Purchase
Period. If such sum results in a fraction of one cent, the Purchase Price shall
be increased to the next higher full cent. The fair market value of a Common
Share on a given day shall be deemed to be the closing sale price per share for
the Common Shares on the New York Stock Exchange on such day or, if there shall
be no such sale of Common Shares on such day, then on the next preceding day on
which there shall have been such a sale. In no event, however, shall the
Purchase Price be less than the par value of the Common Shares.
6. Issuance of Shares. The Common Shares purchased by each
participant shall be considered to be issued and outstanding to his credit as of
the close of business on the last day of each Purchase Period. The total number
of Common Shares purchased by all participants during each Purchase Period shall
be issued, as of the last day in such Purchase Period, to a nominee or agent for
the benefit of the participants. A participant will be issued a certificate for
his shares when his participation in the Plan is terminated, the Plan is
terminated or upon request, but in the last case only in denominations of at
least 25 shares.
After the close of each Purchase Period, a report will be sent to each
participant stating the entries made to his Purchase Account, the number of
Common Shares purchased and the applicable Purchase Price.
7. Termination of Participation. A participant may elect at any time
to terminate his participation in the Plan, provided such termination is
received by the participant's employer in writing prior to the last business day
of the Purchase Period for which such termination is to be effective. Upon any
such termination, the participant's employer shall promptly deliver to such
participant cash in an amount equal to the balance to his credit in his Purchase
Account on the date of such termination, one or more certificates for the number
of full Common Shares held for his benefit, and the cash equivalent for any
fractional share so held. Such cash equivalent shall be determined by
multiplying the fractional share by the fair market value of a Common Share on
the last day of the Purchase Period immediately preceding such termination,
determined as provided in Section 5.
If the participant dies, terminates his employment with the
Participating Companies for any reason, or otherwise ceases to be an Eligible
Employee, his participation in the Plan shall immediately terminate. Upon such
terminating event, cash in an amount equal to the balance to his credit in his
Purchase Account on the date of such termination, one or more certificates for
the number of full Common Shares held for his benefit, and the cash equivalent
of any fractional share so held, determined as provided above in this Section 7,
shall be delivered promptly to such participant or his legal representative, as
the case may be.
-3-
<PAGE>
8. Termination or Amendment of the Plan. The Company, by action of
the Board or the Committee, may terminate the Plan at any time. Notice of
termination shall be given to all participants, but any failure to give such
notice shall not impair the effectiveness of the termination.
Without any action being required, the Plan will terminate in any
event when the maximum number of Common Shares to be sold under the Plan (as
provided in Section 12) has been purchased. Such termination shall not impair
any rights which under the Plan shall have vested on or prior to the date of
such termination. If at any time the number of shares remaining available for
purchase under the Plan are not sufficient to satisfy all then-outstanding
purchase rights, the Board may determine an equitable basis of apportioning
available shares among all participants.
The Board or the Committee may amend the Plan from time to time in any
respect for any reason; provided, however, no such amendment shall (a)
materially adversely affect any purchase rights outstanding under the Plan
during the Purchase Period in which such amendment is to be effected, (b)
increase the maximum number of Common Shares which may be purchased under the
Plan, (c) decrease the Purchase Price of the Common Shares for any Purchase
Period below the lesser of 85% of the fair market value thereof on the first day
of such Purchase Period and 85% of such fair market value on the last day of
such Purchase Period or (d) adversely affect the qualification of the Plan under
section 423 of the Code.
Upon termination of the Plan, the respective cash balance, if any, to
the credit of each participant in his Purchase Account, one or more certificates
for the number of full Common Shares held for his benefit, and the cash
equivalent of any fractional share so held, determined as provided in Section 7,
shall be promptly distributed to such participant.
9. Non-Transferability. Rights acquired under the Plan are not
transferable and may be exercised only by a participant. Common Shares
purchased under the Plan by an Officer are not transferable for six months
following the date of such purchase and, notwithstanding any other provision of
the Plan, no certificate representing any Common Shares subject to such
restriction on transfer shall be issued except as provided in the third sentence
of Section 6.
10. Stockholder's Rights. No Eligible Employee or participant shall
by reason of the Plan have any rights of a stockholder of the Company until and
to the extent he shall acquire Common Shares as herein provided.
11. Administration of the Plan. The Plan shall be administered by
the Human Resources Committee of the Board (the "Committee"), provided that the
Board may otherwise appoint (A) the Board or (B) a committee consisting of two
or more members of the Board, each of whom is a Non-Employee Director (within
the meaning of Rule 16b-3(b) promulgated under the Securities Exchange Act of
1934, to act as the Committee. In addition to the power to amend or terminate
the Plan pursuant to Section 8, the Committee shall have full power and
authority
-4-
<PAGE>
to: (i) interpret and administer the Plan and any instrument or agreement
entered into under the Plan; (ii) establish such rules and regulations and
appoint such agents as it shall deem appropriate for the proper administration
of the Plan; and (iii) make any other determination and take any other action
that the Committee deems necessary or desirable for administration of the Plan.
Decisions of the Committee shall be final, conclusive and binding upon all
persons, including the Company, any participant and any other employee of the
Company. A majority of the members of the Committee may determine its actions
and fix the time and place of its meetings.
The Plan shall be administered so as to ensure all participants have
the same rights and privileges as are provided by section 423(b)(5) of the Code.
12. Maximum Number of Shares. The maximum number of Common Shares
which may be purchased under the Plan is 300,000 subject, however, to adjustment
as hereinafter set forth. Common Shares sold hereunder may be treasury shares,
authorized and unissued shares, or a combination thereof. If the Company shall,
at any time after the effective date of the Plan, change its issued Common
Shares into an increased number of shares, with or without par value, through a
stock dividend or a split-up of shares, or into a decreased number of shares,
with or without par value, through a combination of shares, then, effective with
the record date for such change, the maximum number of Common Shares which
thereafter may be purchased under the Plan and the maximum number of shares
which thereafter may be purchased during any Purchase Period shall be the
maximum number of shares which, immediately prior to such record date, remained
available for purchase under the Plan and Purchase Period proportionately
increased, in case of such stock dividend or split-up, or proportionately
decreased in case of such combination of shares.
13. Miscellaneous. (a) Except as otherwise expressly provided
herein, any Authorization, election, notice or document under the Plan from an
Eligible Employee or participant shall be delivered to his employer corporation
or its designated agent and, subject to any limitations specified in the Plan,
shall be effective when so delivered.
(b) The term "business day" shall mean any day other than Saturday,
Sunday or a legal holiday in Illinois.
(c) The term "Officer" shall mean any officer within the meaning of
Rule 16a-1(f) under Section 16 of the Securities Exchange Act of 1934, as
amended.
(d) The term "Subsidiary Companies" shall mean all corporations which
are subsidiary corporations (within the meaning of Section 424(f) of the Code)
and of which the Company is the common parent.
(e) The Plan, and the Company's obligation to sell and deliver Common
Shares hereunder, shall be subject to all applicable federal, state and foreign
laws, rules and regulations,
-5-
<PAGE>
and to such approval by any regulatory or governmental agency as may, in the
opinion of counsel for the Company, be required.
14. Change in Control. In order to maintain the participants' rights
in the event of any Change in Control of the Company, as hereinafter defined,
upon such Change in Control the then current Purchase Period shall thereupon
end, and all participants' Purchase Accounts shall be applied to purchase shares
pursuant to Section 5, and the Plan shall immediately thereafter terminate.
"Change in Control" shall have the meaning assigned to such term in the Amended
and Restated Metromail Corporation 1996 Stock Incentive Plan.
-6-
<PAGE>
Exhibit 23(a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-8 of our reports dated
January 21, 1997, covering the financial statements and financial statement
schedule of Metromail Corporation and Affiliates included in its Annual Report
on Form 10-K for the year ended December 31, 1996.
Arthur Andersen LLP
Chicago, Illinois
May 23, 1997
