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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1/A
(Amendment No. 8 - Final Amendment)
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
and
SCHEDULE 13D/A
(Amendment No. 8 - Final Amendment)
Under the Securities Exchange Act of 1934
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METROMAIL CORPORATION
(Name of Subject Company)
GREAT UNIVERSAL ACQUISITION CORP.
THE GREAT UNIVERSAL STORES P.L.C.
(Bidders)
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COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
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591680 103
(CUSIP Number of Class of Securities)
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John W. Peace
Executive Director and Chief Executive Officer
of Experian information services division
The Great Universal Stores P.L.C.
Leconfield House, Curzon Street
London, England W1Y7FL
(44) 171 495-0070
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Bidder)
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Copy To:
Donald G. Lubin, Esq.
Sonnenschein Nath & Rosenthal
8000 Sears Tower
Chicago, Illinois 60606
(312) 876-8000
April 13, 1998
(Date of Event Which Requires Filing of this Statement)
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CALCULATION OF FILING FEE
Transaction
Valuation/*/ Amount of Filing Fee
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$808,605,584 $161,722
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/*/ Estimated for purposes of calculating the filing fee only. This amount
assumes the purchase of 22,516,996 shares of Metromail Corporation
Common Stock, including the associated preferred stock purchase rights
("Shares"), which are outstanding at $34.50 per Share, and 2,087,119
Shares which are subject to outstanding options at $34.50 per Share
less the exercise price of such options. The amount of the filing fee,
calculated in accordance with Rule 0-11(d) under the Securities
Exchange Act of 1934, as amended, equals 1/50 of one percent of the
value of the Shares to be purchased.
[X] Check box if any part of the fee is offset as provided by Rule 0-11
(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $161,722
Form or Registration No.: Schedule 14D-1 and Amendment No. 4 to
Schedule 14D-1
Filing Party: Great Universal Acquisition Corp. and The Great
Universal Stores P.L.C.
Date Filed: March 16, 1998 and March 30, 1998
Page 1 of 7 Pages Exhibit Index on Page 7
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<TABLE>
CUSIP No. 591680 103 Schedule 14D-1/A and 13D/A Page 2 of 7 Pages
<C> <S> <C> <C>
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1 NAME OF REPORTING PERSON The Great Universal Stores P.L.C.
I.R.S. IDENTIFICATION NUMBER N/A
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2 CHECK THE APPROPRIATE BOX (a) [ ]
IF A MEMBER OF A GROUP (b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION England
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7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,974,757 shares (including 1,243,501 shares subject to guarantee of delivery)
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8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES [ ]
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9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 91.0%
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10 TYPE OF REPORTING PERSON HC and CO
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</TABLE>
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<TABLE>
CUSIP No. 591680 103 Schedule 14D-1/A and 13D/A Page 3 of 7 Pages
<C> <S> <C> <C>
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1 NAME OF REPORTING PERSON Great Universal Acquisition Corp.
I.R.S. IDENTIFICATION NUMBER
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2 CHECK THE APPROPRIATE BOX (a) [ ]
IF A MEMBER OF A GROUP (b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware
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7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,974,757 shares (including 1,243,501 shares subject to guarantee of delivery)
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8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES [ ]
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9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 91.0%
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10 TYPE OF REPORTING PERSON CO
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</TABLE>
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CUSIP No. 591680 103 Schedule 14D-1/A and 13D/A Page 4 of 7 Pages
This Amendment No. 8 (Final Amendment) amends and supplements the Tender
Offer Statement on Schedule 14D-1, originally filed on March 16, 1998, as
amended by Amendment No. 1 thereto filed on March 19, 1998, Amendment No. 2
thereto filed on March 23, 1998, Amendment No. 3 thereto filed on March 25,
1998, Amendment No. 4 thereto filed on March 30, 1998, Amendment No. 5 thereto
filed on March 31, 1998, Amendment No. 6 thereto filed on April 3, 1998 and
Amendment No. 7 thereto filed on April 7, 1998 (as so amended, the "Schedule
14D-1") by The Great Universal Stores P.L.C., a corporation organized under the
laws of England, and its wholly-owned subsidiary, Great Universal Acquisition
Corp., a Delaware corporation (the "Purchaser"), relating to the Purchaser's
tender offer for all of the outstanding shares of Common Stock, par value $.01
per share (the "Common Stock"), including the associated preferred share
purchase rights (the "Rights" and together with the Common Stock, the "Shares"),
of Metromail Corporation, a Delaware corporation (the "Company"), at $34.50 per
Share ($31.50 per Share if the Merger Agreement and the Stock Purchase
Agreements, as such terms are defined in the Offer to Purchase, do not continue
in full force and effect in accordance with their terms), net to the seller in
cash, upon the terms and subject to the conditions set forth in the Offer to
Purchase, dated as of March 16, 1998 (the "Offer to Purchase"), as amended and
supplemented by the Supplement to Offer to Purchase, dated as of March 30, 1998
(the "Supplement"), and in the related revised Letter of Transmittal (which
together constitute the "Offer"). The Offer to Purchase, the Supplement and the
related revised Letter of Transmittal have been filed as exhibits (a)(1),
(a)(14) and (a)(15), respectively, to the Schedule 14D-1. This Amendment also
constitutes an amendment to the Schedule 13D filed on March 16, 1998 with
respect to the acquisition by Parent and the Purchaser of beneficial ownership
of Shares subject to the Stock Purchase Agreements.
Unless otherwise defined herein, all capitalized terms used herein shall
have the respective meanings given such terms in the Schedule 14D-1. The item
numbers and responses thereto below are in accordance with the requirements of
Schedule 14D-1.
Item 5. Purpose of the Tender Offer and Plans or Proposals of the Bidder.
Item 5 is hereby amended and supplemented as follows:
As provided in the Merger Agreement, following completion of the
Offer, three members of the Company's Board of Directors will resign and be
replaced by six designees of Parent: D. Van Skilling, James Antal, Thomas
A. Gasparini, John W. Peace, Eric M. Barnes and David G. Bury. Two of the
Company's directors, Barton L. Faber and Robert C. McCormack, will remain
on the Board pending completion of the Merger.
Item 6. Interest in Securities of the Subject Company.
Item 6 is hereby amended and supplemented by adding the following:
The Offer expired at 12:00 Midnight, New York City time, on Friday,
April 10, 1998. Based on information provided by the Depositary, at the
expiration of the Offer 12,374,757 Shares (representing approximately 53.7%
of the outstanding Shares), including 1,243,501 Shares subject to
guarantees of delivery, had been tendered and not withdrawn pursuant to the
Offer. On April 13, 1998, the Purchaser accepted such Shares for purchase
pursuant to the Offer, and notified the Depositary to promptly pay for the
tendered and accepted Shares in accordance with the Offer. After giving
effect to the purchase of the Shares tendered and the simultaneous purchase
of 8,600,000 Shares from Donnelley pursuant to the Donnelley Stock Purchase
Agreement, Purchaser was the beneficial owner of 20,974,757 Shares
(including 1,243,501 Shares subject to guarantees of delivery) representing
approximately 91% of the outstanding Shares. The information set forth in
the Press Release dated April 13, 1998, a copy of which is attached as
Exhibit (a)(26), is hereby incorporated herein by reference.
Item 11. Materials to be filed as Exhibits.
Item 11 is hereby amended and supplemented by adding the following:
(a)(26) Press Release issued by Parent, dated April 13, 1998
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CUSIP No. 591680 103 Schedule 14D-1/A and 13D/A Page 5 of 7 Pages
SIGNATURE
After due 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.
Date: April 13, 1998 GREAT UNIVERSAL ACQUISITION CORP.
By: /s/ Thomas A. Gasparini
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Name: Thomas A. Gasparini
Title: Vice President and
General Counsel
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CUSIP No. 591680 103 Schedule 14D-1/A and 13D/A Page 6 of 7 Pages
SIGNATURE
After due 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.
Date: April 13, 1998 THE GREAT UNIVERSAL STORES P.L.C.
By: /s/ John W. Peace
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Name: John W. Peace
Title: Director
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CUSIP No. 591680 103 Schedule 14D-1/A and 13D/A Page 7 of 7 Pages
INDEX TO EXHIBITS
Exhibit
Number Exhibit
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(a)(26) Press Release issued by Parent, dated April 13, 1998
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EXHIBIT (a)(26)
FOR IMMEDIATE RELEASE
GREAT UNIVERSAL STORES COMPLETES CASH TENDER OFFER FOR METROMAIL CORPORATION
LONDON, ENGLAND, April 13, 1998 -- The Great Universal Stores P.L.C. (GUS)
announced today that its wholly-owned subsidiary has completed its cash tender
offer for all outstanding shares of common stock, including the associated
preferred stock purchase rights, of Metromail Corporation at a price of $34.50
per share.
GUS reported that it has been advised by ChaseMellon Shareholder Services,
L.L.C., the Depositary for the offer, that, based on a preliminary count, a
total of 12,374,757 shares (representing approximately 53.7% of the outstanding
shares), including 1,243,501 shares subject to guarantees of delivery, have been
tendered and not withdrawn pursuant to the offer, which expired at midnight, New
York City time, on Friday, April 10, 1998, and that all such shares have been
accepted for payment in accordance with the terms of the offer. After giving
effect to the purchase of the shares tendered and the simultaneous purchase of
shares from R.R. Donnelley & Sons Company pursuant to a previously-announced
stock purchase agreement, GUS beneficially owns approximately 91% of the
outstanding Metromail shares.
As previously announced, GUS and Metromail intend to effect a merger
pursuant to which Metromail will become an indirect wholly-owned subsidiary of
GUS and all remaining Metromail stockholders (other than GUS) will be entitled
to receive the same $34.50 cash price for each of their shares. It is currently
anticipated that the merger transaction will be completed in the near future.
GUS is a United Kingdom-based holding company of a group of companies
involved in home shopping, Burberry's, overseas retailing, information services,
finance and property investment. Metromail is based in Lombard, Illinois and
provides database marketing, direct marketing and reference products and
services in the United States and the United Kingdom.
