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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1/A
(Amendment No. 3)
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
and
SCHEDULE 13D/A
(Amendment No. 3)
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
March 24, 1998
(Date of Event Which Requires Filing of this Statement)
CALCULATION OF FILING FEE
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Transaction
Valuation* Amount of Filing Fee
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$734,793,239 $146,959
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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 $31.50 per Share, and 2,087,119 Shares which are
subject to outstanding options at $31.50 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: $146,959
Form or Registration No.: Schedule 14D-1
Filing Party: Great Universal Acquisition Corp. and The Great Universal
Stores P.L.C.
Date Filed: March 16, 1998
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Page 1 of 6 Pages
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This Amendment No. 3 amends and supplements the Tender Offer Statement on
Schedule 14D-1 and Schedule 13D, originally filed on March 16, 1998, as amended
by Amendment No. 1 thereto filed on March 19, 1998, and Amendment No. 2 thereto
filed on March 23, 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 $31.50 per Share, net to the seller in
cash, upon the terms and subject to the conditions set forth in the Offer to
Purchase dated March 16, 1998 and the related Letter of Transmittal, which were
filed as exhibits (a)(1) and (a)(2) to the Schedule 14D-1.
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 10. Additional Information.
(j) The following description was prepared by the Company and initially
provided to Parent and Purchaser on March 24, 1998. Parent, Purchaser and their
representatives did not participate in any of the meetings or discussions
described below. Accordingly, neither Purchaser nor Parent takes any
responsibility for the accuracy or completeness of such information.
As of the March 12, 1998 Board meeting, the Company had eight indications
of interest in acquiring the Company from parties or groups other than Parent
and Purchaser. Such indications of interest were communicated to the Board at or
prior to such meeting and discussed at such meeting. One (whose range went as
high as $35 per Share) proposed a stock for stock pooling of interests
transaction. Because such transaction could not have been initiated until the
summer of 1998 for accounting reasons, such party had not conducted due
diligence. The remaining seven had indicated interest in a cash transaction,
with initial indications of price ranging from $23.70 - $34 per Share. However,
based on discussions with such parties prior to the March 12 Board meeting,
Lehman Brothers reported at such meeting that none of the seven (including the
five who had interviewed management and conducted due diligence) appeared
reasonably likely or currently able to make a firm offer at a price above $31.50
per Share.
One of the seven was American Business Information, Inc. ("ABI"). ABI has
sued the Company, certain of its officers and directors and Parent in Delaware
to enjoin the Offer and the Merger (see Exhibit (g)(1)) and has made an offer,
after announcement of the Offer and the Merger, of at least $33 per Share in
cash, which offer the Company is evaluating (see Exhibit (a)(11)). Prior to the
March 12, 1998 Board meeting, ABI had proposed a $32-34 per Share cash offer,
subject to its board's approval, due diligence and documentation, as well as its
ability to obtain financing. In addition, ABI's lawyer had stated in a letter
dated February 25, 1998 that ABI would pay at least $0.25 per Share more than
any other bona fide proposal, subject to its board's approval and documentation.
However, on March 12, 1998, prior to the Board meeting, Lehman Brothers was told
by ABI's financial advisor that it was sending a letter to the effect that it
had become aware of several items which it and ABI believed had a negative
impact on the Company's value (such letter was received after the Board
meeting). In addition, such advisor told Lehman Brothers that no time frame had
been established for securing ABI's financing.
The Board discussed the status of all of such indications of interest at
its March 12, 1998 Board meeting and decided to recommend Parent's proposal and
cause the Company to enter into the Merger Agreement because the Board believed
that the Offer and the Merger provided a higher price and greater certainty for
the Company's stockholders than any of the other indications of interest.
On March 24, 1998, the Company issued a press release, a copy of which is
attached hereto as Exhibit (a)(13) and incorporated herein by reference.
Page 2 of 6 Pages
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Item 11. Material To Be Filed As Exhibits.
Item 11 is hereby amended by adding the following:
(a)(13) Press Release dated March 23, 1998 and issued by Metromail
Corporation on March 24, 1998
Page 3 of 6 Pages
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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: March 25, 1998 GREAT UNIVERSAL ACQUISITION CORP.
By: /s/ Thomas A. Gasparini
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Name: Thomas A. Gasparini
Title: Vice President and General Counsel
Page 4 of 6 Pages
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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: March 25, 1998 THE GREAT UNIVERSAL STORES P.L.C.
By: /s/ John W. Peace
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Name: John W. Peace
Title: Director
Page 5 of 6 Pages
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EXHIBIT INDEX
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Exhibit
Number Description
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<C> <S>
(a)(13) Press Release dated March 23, 1998 and issued by Metromail
Corporation on March 24, 1998
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Page 6 of 6 Pages
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Exhibit (a)(13)
Metromail Amends 14D-9
LOMBARD, Ill., March 23--Metromail Corporation (NYSE: ML), today made amendments
to Metromail's Schedule 14D-9 solicitation/Recommendation Statement related to
the previously announced merger agreement between Metromail (the Company) and
The Great Universal Stores P.L.C. (GUS) (the Parent) 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. The
amendment includes the following statements.
As of the March 12, 1998 Board meeting, the Company had eight indications of
interest in acquiring the Company from parties or groups other than Parent and
Purchaser. Such indications of interest were communicated to the Board at or
prior to such meeting and discussed at such meeting. One (whose range went as
high as $35 per Share) proposed a stock for stock pooling of interests
transaction. Because such transaction could not have been initiated until the
summer of 1998 for accounting reasons, such party had not conducted due
diligence. The remaining seven had indicated interest in a cash transaction,
with initial indications of price ranging from $23.70 - $34 per Share. However,
based on discussions with such parties prior to the March 12 Board Meeting,
Lehman Brothers reported at such meeting that none of the seven (including the
five who had interviewed management and conducted due diligence) appeared
reasonably likely and currently able to make a firm offer at a price above
$31.50 per Share.
One of the seven was American Business Information, Inc. ("ABI"). ABI has sued
the Company, certain of its officers and directors and Parent in Delaware to
enjoin the Offer and the Merger (see Exhibit 44) and has made an offer, after
announcement of the Offer and the Merger, of at least $33 per Share in cash,
which offer the Company is evaluating (see Exhibit 45). Prior to the March 12,
1998 Board meeting, ABI had proposed a $32-34 per Share cash offer, subject to
its board's approval, due diligence and documentation, as well as its ability to
obtain financing. In addition, ABI's lawyer had stated in a letter dated
February 25, 1998 that ABI would pay at least $0.25 per Share more than any
other bona fide proposal, subject to its board's approval and documentation.
However, on March 12, 1998, prior to the Board meeting, Lehman Brothers was told
by ABI's financial advisor that it was sending a letter to the effect that it
has become aware of several items during its due diligence which it and ABI
believed had a negative impact on the Company's value (such letter was received
after the Board meeting). In addition, such advisor told Lehman Brothers that
no time frame had been established for securing ABI's financing.
The Board discussed the status of all of such indications of interest at its
March 12, 1998 Board
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meeting and decided to recommend Parent's proposal and cause the Company to
enter into the Merger Agreement because the Board believed that the Offer and
the Merger provided a higher cash price and greater certainty for the Company's
stockholders than any of the other indications of interest.
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.
