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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20545
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SCHEDULE 14D-9
(AMENDMENT NO. 8)
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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Item 4. The Solicitation or Recommendation.
The following is added to the disclosure in this section:
Late in the afternoon of March 30, 1998, ABI sent a letter to the Company
(which was not received until the morning of March 31) informing the
Company (see Exhibit 59) that, in connection with ABI's acquisition of
50,000 Shares of Company stock on October 17, 1997, ABI intended to file
its notification to the Federal Trade Commission and the Assistant Attorney
General for the Antitrust Division of the Department of Justice under the
Hart-Scott-Rodino Act on March 30, 1998 (which notification ABI was
required to file prior to its acquisition of the stock).
Item 9. Material to be filed as Exhibits
The following Exhibit is filed herewith.
Exhibit 59--Letter dated March 30, 1998, from ABI's counsel to the Company.
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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
By: /s/ Thomas J. Quarles
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Name: Thomas J. Quarles
Title: Senior Vice President, General
Counsel, Chief Administrative
Officer and Secretary
Dated: April 1, 1998
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Exhibit 59
ROBINS, KAPLAN, MILLER & CIRESI L.L.P.
ATTORNEYS AT LAW
ATLANTA 2800 LASALLE PLAZA
BOSTON 800 LASALLE AVENUE
CHICAGO MINNEAPOLIS, MINNESOTA 55402-2015
LOS ANGELES TELEPHONE (612) 349-8500
MINNEAPOLIS FACSIMILE (612) 339-4181
ORANGE COUNTY
SAINT PAUL Anne M. Rosenberg
SAN FRANCISCO (612) 349-8508
WASHINGTON, D.C.
March 30, 1998
VIA FACSIMILE AND CERTIFIED MAIL
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Metromail Corporation
360 East 22nd Street
Lombard, IL 60148
Attn: General Counsel or Chief Financial Officer
Re: Purchase of Metromail Stock by American Business Information, Inc.
Our File No.: 019637-0030
Ladies and Gentlemen:
We represent American Business Information, Inc. ("ABI"). Pursuant to
Federal Trade Commission Rule 803.5(a)(1),16 C.F.R. (S)803.5(a)(1), implementing
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, 15 U.S.C.
(S)18a (the "HSR Act"), you are hereby given notice that:
(i) this notice is being given on behalf of ABI, the acquiring person
under the HSR Act;
(ii) on October 17, 1997, ABI purchased in the public market 50,000
shares of Metromail Corporation ("Metromail") common stock, a transaction
described in 16 C.F.R. (S)801.30(a)(1);
(iii) as a result of this acquisition, on October 17, 1997, ABI owned
approximately 746,200 total shares of Metromail common stock, amounting to
approximately 3.3% of the outstanding Metromail common stock and valued at
approximately $15,155,322, thereby exceeding the threshold defined in 15 U.S.C.
(S)18a(a)(3);
(iv) the acquisition is subject to the requirements of the HSR Act, and
notification under the HSR Act will be filed by ABI with the Federal Trade
Commission and the Assistant Attorney General for the Antitrust Division of the
Department of Justice on March 30, 1998; and
(v) Metromail must file notification under the HSR Act with the Federal
Trade Commission and the Assistant Attorney General for the Antitrust Division
of the Department of Justice as provided in 16 C.F.R. (S)801.30(b)(2).
Please contact me if you have any questions.
Yours very truly,
ROBINS, KAPLAN, MILLER & CIRESI L.L.P.
/s/ Anne M. Rosenberg
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Anne M. Rosenberg
AMR/lao
cc: Federal Trade Commission, Bureau of Competition
Department of Justice, Antitrust Division
