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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20545
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SCHEDULE 14D-9
(AMENDMENT NO. 3)
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(D)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
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METROMAIL CORPORATION
(Name of Subject Company)
METROMAIL CORPORATION
(Name of Person Filing Statement)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
591680 103
(CUSIP Number of Class of Securities)
Thomas J. Quarles
Senior Vice President, General Counsel,
Chief Administrative Officer and Secretary
Metromail Corporation
360 East 22nd Street
Lombard, IL 60148
(630) 620-3300
(Name, address and telephone number of person)
authorized to receive notice and communication
on behalf of the person filing statement)
With copies to:
Carter W. Emerson, P.C.
Kirkland & Ellis
200 East Randolph Drive
Chicago, IL 60601
(312) 861-2000
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9. MATERIAL TO BE FILED AS EXHIBITS
The following Exhibits are filed herewith.
Exhibit 46 -- Press Release dated March 23, 1998.
Exhibit 47 -- Press Release dated March 23, 1998
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SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
METROMAIL CORPORATION
/s/ Thomas J. Quaries
By:_____________________________
Name: Thomas J. Quaries
Title: Senior Vice President, General
Counsel, Chief Administrative
Officer and Secretary
Dated: March 23, 1998
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[LOGO OF METROMAIL]
NEWS RELEASE
METROMAIL ANNOUNCES THREE ADDITIONAL LAWSUITS
Lombard, IL. March 23, 1998 -- Metromail Corporation (NYSE:ML) announced that
three class action suits have been filed in the Delaware Chancery Court seeking
to preliminarily and permanently enjoin the consummation of the transactions
contemplated by the previously announced merger agreement between Metromail and
The Great Universal Stores P.L.C. (GUS) pursuant to which GUS commenced a tender
offer on March 16, 1998 to acquire all of the outstanding shares of Metromail
stock for a net price of $31.50 per share in cash. These suits are in addition
to the previously announced suit filed by American Business Information, Inc.
Barton L. Faber, Metromail chairman, president and chief executive officer
reiterated that, "Metromail's board of directors has acted appropriately at all
times and we take great exception to the charges."
Metromail Corporation (www.metromail.com) is a leading provider of direct
marketing, database marketing and reference products and services in the United
States and United Kingdom. Metromail helps its customers identify and reach
targeted audiences, utilizing its comprehensive, proprietary consumer database
encompassing 95 percent of U.S. households, as well as providing database
marketing software and related services. Sales for the year ended December 31,
1997 increased almost 17 percent over the prior year to approximately $328
million. The company has 3,200 employees and is headquartered in Lombard,
Illinois.
For more information, contact:
Julie Springer (Media Relations)
Director, Corporate Communications
Metromail Corporation
(630) 932-2627
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[LOGO OF METROMAIL]
NEWS RELEASE
METROMAIL ANNOUNCES POSTPONEMENT OF ANNUAL MEETING DATE
Lombard, IL. /March 23, 1998/ -- Metromail Corporation <NYSE:ML> announced that
its Board of Directors has postponed the date of Metromail's 1998 Annual
Meeting of Stockholders until May 21, 1998. The meeting was originally scheduled
to take place on April 23, 1998. The Board reached its decision because an
Annual Meeting may not be necessary in light of the current process in which
Metromail is engaged. The record date for the Annual Meeting has also been
changed to April 20, 1998.
Metromail Corporation (www.metromail.com) is a leading provider of direct
marketing, database marketing and reference products and services in the United
States and United Kingdom. Metromail helps its customers identify and reach
targeted audiences, utilizing its comprehensive, proprietary consumer database
encompassing 95 percent of U.S. households, as well as providing database
marketing software and related services. Sales for the year ended December 31,
1997 increased almost 17 percent over the prior year to approximately $328
million. The company has 3,200 employees and is headquartered in Lombard,
Illinois.
For more information, contact:
Julie Springer (Media Relations)
Director, Corporate Communications
Metromail Corporation
(630) 932-2627
