<PAGE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
SCHEDULE 14D-1/A
(AMENDMENT NO. 4)
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D/A
(AMENDMENT NO. 4)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
----------------
METROMAIL CORPORATION
(NAME OF SUBJECT COMPANY)
GREAT UNIVERSAL ACQUISITION CORP.
THE GREAT UNIVERSAL STORES P.L.C.
(BIDDERS)
----------------
COMMON STOCK, PAR VALUE $.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
----------------
591680 103
(CUSIP NUMBER OF CLASS OF SECURITIES)
----------------
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)
----------------
COPY TO:
DONALD G. LUBIN, ESQ.
SONNENSCHEIN NATH & ROSENTHAL
8000 SEARS TOWER
CHICAGO, ILLINOIS 60606
(312) 876-8000
MARCH 26, 1998
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
CALCULATION OF FILING FEE
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
TRANSACTION VALUATION* AMOUNT OF FILING FEE
- --------------------------------------------------------------------------------
<S> <C>
$808,605,584 $161,722
</TABLE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
* 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: $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
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
PAGE 1 OF 8 PAGES EXHIBIT INDEX ON PAGE 8
<PAGE>
SCHEDULE 14D-1/A AND 13D/A
Page 2 of 8 Pages
CUSIP NO. 591680 103
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON: THE GREAT UNIVERSAL STORES P.L.C.
I.R.S. IDENTIFICATION NUMBER: N/A
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A)[_]
(B) [_]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(D) OR 2(E):
[_]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION:
ENGLAND
- --------------------------------------------------------------------------------
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
9,093,634*
- --------------------------------------------------------------------------------
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES:
[_]
- --------------------------------------------------------------------------------
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7):
40.4%*
- --------------------------------------------------------------------------------
10 TYPE OF REPORTING PERSON
HC AND CO
- --------------------------------------------------------------------------------
* On March 12, 1998, The Great Universal stores P.L.C., a corporation
organized under the laws of England ("Parent"), and Great Universal
Acquisition Corp., a Delaware corporation and an indirect wholly-owned
subsidiary of Parent ("Purchaser"), entered into (i) a Stock Purchase
Agreement (the "Donnelley Stock Purchase Agreement"), with R.R. Donnelley &
Sons Company ("Donnelley"), the beneficial owner of 8,600,000 Shares, or
approximately 38.2% of the shares outstanding on March 6, 1998, pursuant to
which Donnelley agreed, upon the terms and conditions set forth therein, to
sell such Shares to Purchaser, to vote such Shares in the manner specified
in the Donnelley Stock Purchase Agreement with respect to certain matters
and to appoint Parent as Donnelley's proxy to vote such Shares in certain
circumstances, and (ii) Stock Purchase Agreements (the "Executive Stock
Purchase Agreements") with Barton L. Faber, Chairman of the Board of
Metromail Corporation (the "Company"), Thomas J. Quarles, Senior Vice
President, General Counsel, Chief Administrative Officer and Secretary of
the Company, and Ronald G. Eidell, the Senior Vice President and Chief
Financial Officer of the Company (the "Executives") who beneficially own an
aggregate of 493,634 Shares, or approximately 2.2% of the Shares
outstanding on March 6, 1998, pursuant to which the Executives agreed, upon
the terms and conditions set forth therein, to tender or otherwise sell to
Purchaser the Shares beneficially owned by them, to vote such Shares in the
manner specified in the Executive Stock Purchase Agreements with respect to
certain matters and to appoint Parent as Donnelley's proxy to vote such
Shares in certain circumstances. Parent also entered into a Stock Purchase
Agreement, dated as of March 12, 1998 (the "Company Stock Purchase
Agreement"), with the Company. Upon the terms and conditions set forth in
the Company Stock Purchase Agreement, the Company agreed to issue and sell
to Parent, that number of Shares, if any (the "Company Shares"), equal to
the number of Shares that when added to the sum of the number of Shares (a)
the number of Shares accepted for purchase by Purchaser pursuant to the
Offer, (b) the number of Shares, if any, purchased by Parent from Donnelley
pursuant to the Donnelley Stock Purchase Agreement simultaneously with the
acceptance of Shares for payment pursuant to the Offer, and (c) the number
of Shares, if any, purchased by Parent from the Executives pursuant to the
Executive Stock Purchase Agreements simultaneously with the acceptance of
Shares for payment pursuant to the Offer, constitutes 51% of the
outstanding shares on a fully-diluted basis giving effect to the issuance
of the Company Shares, at a per share purchase price equal to the Offer
Price. The Donnelley Stock Purchase Agreement, the Executive Stock Purchase
Agreements and the Company Stock Purchase Agreement are described more
fully in Section 11 of the Offer to Purchase dated March 16, 1998. See also
the Supplement to the Offer to Purchase dated March 30, 1998.
2
<PAGE>
SCHEDULE 14D-1/A AND 13D/A
Page 3 of 8 Pages
CUSIP NO. 591680 103
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON GREAT UNIVERSAL ACQUISITION CORP.
I.R.S. IDENTIFICATION NO.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A)[_]
(B) [_]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
AF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(E) OR 2(F):
[_]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION:
STATE OF DELAWARE
- --------------------------------------------------------------------------------
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
9,093,634*
- --------------------------------------------------------------------------------
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
[_]
- --------------------------------------------------------------------------------
9 PERCENT OF CLASS REPRESENTED TO AMOUNT IN ROW (7):
40.4%*
- --------------------------------------------------------------------------------
10 TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
- --------
*The footnote on page 2 is incorporated by reference herein.
3
<PAGE>
SCHEDULE 14D-1/A AND 13D/A
Page 4 of 8 Pages
CUSIP NO. 591680 103
This Amendment No. 4 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, Amendment No. 2
thereto filed on March 23, 1998, and Amendment No. 3 thereto filed on March
25, 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").
The price offered for the Shares has been increased to $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,
without interest, 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 1. SECURITY AND SUBJECT COMPANY.
Item 1 is hereby amended and supplemented as follows:
The information set forth in the Introduction, Section 1 ("Amended Terms of
the Offer") and Section 3 ("Price Range of the Shares; Dividends on the
Shares") of the Supplement is incorporated herein by reference.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY.
Item 3 is hereby amended and supplemented as follows:
The information set forth in the Introduction and Section 5 ("Background of
the Offer; The Merger Agreement and Certain Other Agreements") of the
Supplement is incorporated herein by reference.
ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 4 is hereby amended and supplemented as follows:
The information set forth in Section 4 ("Source and Amount of Funds") of the
Supplement is incorporated herein by reference.
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER.
Item 5 is hereby amended and supplemented as follows:
(a) through (e): The information set forth in the Introduction and Section 5
("Background of the Offer; The Merger Agreement and Certain Other Agreements")
of the Supplement is incorporated herein by reference.
4
<PAGE>
SCHEDULE 14D-1/A AND 13D/A
Page 5 of 8 Pages
CUSIP NO. 591680 103
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Item 6 is hereby amended and supplemented as follows:
(a) and (b): The information set forth in the Introduction and Section 5
("Background of the Offer; The Merger Agreement and Certain Other Agreements")
of Supplement is incorporated herein by reference.
ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE SUBJECT
COMPANY'S SECURITIES.
Item 7 is hereby amended and supplemented as follows:
The information set forth in the Introduction, Section 4 ("Source and Amount
of Funds") and Section 5 ("Background of the Offer; The Merger Agreement and
Certain Other Agreements") of the Supplement is incorporated herein by
reference.
ITEM 10. ADDITIONAL INFORMATION.
Item 10 is hereby amended and supplemented as follows:
The information set forth in the "Introduction," Section 5 ("Background of
the Offer; the Merger Agreement and Certain Other Agreements"), and Section 7
("Certain Legal Matters") of the Supplement is incorporated herein by
reference.
The information set forth in the Supplement and the revised Letter of
Transmittal, to the extent not otherwise incorporated herein by reference, is
incorporated herein by reference.
ITEM 11. MATERIALS TO BE FILED AS EXHIBITS.
Item 11 is hereby amended and supplemented by adding the following:
<TABLE>
<C> <S>
(a)(14) Supplement to Offer to Purchase, dated March 30, 1998.
(a)(15) Revised Letter of Transmittal with respect to the Shares.
(a)(16) Revised Letter, dated March 30, 1998, from Bear, Stearns & Co. Inc.
to Brokers, Dealers, Banks, Trust Companies and Other Nominees.
(a)(17) Revised Letter for use by Brokers, Dealers, Banks, Trust Companies
and Nominees to their Clients.
(a)(18) Revised Notice of Guaranteed Delivery with respect to the Shares.
(a)(19) Revised Summary Advertisement, dated March 30, 1998.
(a)(20) Press Release issued by Parent, dated March 27, 1998
(a)(21) Press Release issued by Parent, dated March 30, 1998
(a)(22) Letter Agreement from Sonnenschein Nath & Rosenthal, dated March
29, 1998, to the Company and its counsel.
(c)(9) Letter of Parent, dated March 26, 1998, to the Company
</TABLE>
5
<PAGE>
SCHEDULE 14D-1/A AND 13D/A
Page 6 of 8 Pages
CUSIP NO. 591680 103
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.
Great Universal Acquisition Corp.
/s/ Thomas A. Gasparini
By: _________________________________
Name: Thomas A. Gasparini
Title:Vice President and General
Counsel
Date: March 30, 1998
6
<PAGE>
SCHEDULE 14D-1/A AND 13D/A
Page 7 of 8 Pages
CUSIP NO. 591680 103
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.
The Great Universal Stores P.L.C.
/s/ John W. Peace
By: _________________________________
Name: John W. Peace
Title:Director
Date: March 30, 1998
7
<PAGE>
SCHEDULE 14D-1/A AND 13D/A
Page 8 of 8 Pages
CUSIP NO. 591680 103
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
------- -------
<C> <S> <C>
(a)(14) Supplement to Offer to Purchase, dated March 30, 1998.
(a)(15) Revised Letter of Transmittal with respect to the Shares.
(a)(16) Revised Letter, dated March 30, 1998, from Bear, Stearns & Co.
Inc. to Brokers, Dealers, Banks, Trust Companies and Other
Nominees.
(a)(17) Revised Letter for use by Brokers, Dealers, Banks, Trust Com-
panies and Nominees to their Clients.
(a)(18) Revised Notice of Guaranteed Delivery with respect to the
Shares.
(a)(19) Revised Summary Advertisement, dated March 30, 1998.
(a)(20) Press Release issued by Parent, dated March 27, 1998
(a)(21) Press Release issued by Parent, dated March 30, 1998
(a)(22) Letter Agreement from Sonnenschein Nath & Rosenthal, dated
March 29, 1998, to the Company and its counsel.
(c)(9) Letter of Parent, dated March 26, 1998, to the Company
</TABLE>
8
<PAGE>
SUPPLEMENT TO
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED PREFERRED SHARE PURCHASE RIGHTS)
OF
METROMAIL CORPORATION
BY
GREAT UNIVERSAL ACQUISITION CORP.
AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF
THE GREAT UNIVERSAL STORES P.L.C.
AT
$34.50 NET PER SHARE
(SUBJECT TO CONDITION DESCRIBED BELOW)
THE OFFER HAS NOT BEEN EXTENDED. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE
AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON FRIDAY, APRIL 10, 1998, UNLESS THE
OFFER IS EXTENDED.
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THERE HAVING BEEN VALIDLY
TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION OF THE OFFER A NUMBER OF
SHARES WHICH, WHEN ADDED TO ANY SHARES ACQUIRED PURSUANT TO THE STOCK PURCHASE
AGREEMENTS (AS DEFINED HEREIN) SIMULTANEOUSLY WITH THE ACCEPTANCE OF SHARES
FOR PAYMENT PURSUANT TO THE OFFER, REPRESENTS AT LEAST A MAJORITY OF THE
OUTSTANDING SHARES ON A FULLY DILUTED BASIS. THE OFFER IS ALSO SUBJECT TO
OTHER TERMS AND CONDITIONS CONTAINED IN THE OFFER TO PURCHASE. SEE SECTION 14
OF THE OFFER TO PURCHASE.
THE INCREASE IN THE OFFER PRICE FROM $31.50 TO $34.50 NET PER SHARE IS
CONDITIONED UPON THE MERGER AGREEMENT AND THE STOCK PURCHASE AGREEMENTS
CONTINUING IN FULL FORCE AND EFFECT IN ACCORDANCE WITH THEIR TERMS. SEE
SECTION 7 OF THIS SUPPLEMENT.
IN CONNECTION WITH THE MERGER AGREEMENT, PARENT ENTERED INTO STOCK PURCHASE
AGREEMENTS WITH CERTAIN STOCKHOLDERS OF THE COMPANY WHO COLLECTIVELY OWN
APPROXIMATELY 40.4% OF THE OUTSTANDING SHARES, PURSUANT TO WHICH SUCH
STOCKHOLDERS AGREED, AMONG OTHER THINGS, TO SELL THEIR SHARES TO PARENT AT THE
OFFER PRICE (AS DEFINED HEREIN). PARENT ALSO ENTERED INTO AN AGREEMENT TO
PURCHASE FROM THE COMPANY PREVIOUSLY UNISSUED SHARES AT THE OFFER PRICE IN AN
AMOUNT THAT, TOGETHER WITH THE SHARES OWNED BY PARENT AND ITS AFFILIATES
IMMEDIATELY AFTER THE OFFER AND THE ACQUISITION OF SHARES PURSUANT TO SUCH
STOCKHOLDER AGREEMENTS, REPRESENTS 51% OF THE OUTSTANDING SHARES ON A FULLY-
DILUTED BASIS. THESE AGREEMENTS ARE SUBJECT TO CERTAIN TERMINATION RIGHTS
WHICH GENERALLY EXPIRE AT 11:59 P.M., CHICAGO TIME, ON MARCH 30, 1998.
THE BOARD OF DIRECTORS OF THE COMPANY HAS UNANIMOUSLY APPROVED THE OFFER AND
THE MERGER AND DETERMINED THAT THE TERMS OF THE OFFER AND THE MERGER ARE FAIR
TO, AND IN THE BEST INTERESTS OF, THE COMPANY'S STOCKHOLDERS, AND UNANIMOUSLY
RECOMMENDS THAT STOCKHOLDERS ACCEPT THE OFFER AND TENDER THEIR SHARES.
--------------
IMPORTANT
Any stockholder who desires to tender all or any portion of his Shares
should either (1) complete and sign the original Letter of Transmittal
previously circulated with the Offer to Purchase or a facsimile thereof or the
revised Letter of Transmittal circulated with this Supplement or a facsimile
thereof in accordance with the instructions in the revised Letter of
Transmittal, mail or deliver it and any other required documents to the
Depositary and either deliver the certificates for such Shares to the
Depositary along with such Letter of Transmittal or tender such Shares
pursuant to the procedures for book-entry transfer set forth in Section 2 of
the Offer to Purchase or (2) request his broker, dealer, commercial bank,
trust company or other nominee to effect the transaction for him. Any
stockholder whose Shares are registered in the name of a broker, dealer,
commercial bank, trust company or other nominee must contact such broker,
dealer, commercial bank, trust company or other nominee if he desires to
tender such Shares.
Any stockholder who desires to tender Shares and whose certificates
representing such Shares are not immediately available, or who cannot comply
with the procedures for book-entry transfer on a timely basis, may tender such
Shares by following the procedures for guaranteed delivery set forth in
Section 2 of the Offer to Purchase.
Questions and requests for assistance may be directed to the Information
Agent or the Dealer Manager at their respective addresses and telephone
numbers set forth on the back cover of this Supplement. Requests for
additional copies of the Offer to Purchase, this Supplement, the revised
Letter of Transmittal and the revised Notice of Guaranteed Delivery may be
directed to the Information Agent, the Dealer Manager, the Depositary, or to
brokers, dealers, commercial banks or trust companies. A stockholder may also
contact brokers, dealers, commercial banks or trust companies for assistance
concerning the Offer.
--------------
The Dealer Manager for the Offer is:
BEAR, STEARNS & CO. INC.
March 30, 1998
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
INTRODUCTION.............................................................. 1
THE OFFER................................................................. 5
1. Amended Terms of the Offer........................................... 5
2. Procedure for Tendering Shares....................................... 5
3. Price Range of the Shares; Dividends on the Shares................... 6
4. Source and Amount of Funds........................................... 6
5. Background of the Offer; the Merger Agreement and Certain Other
Agreements............................................................. 6
6. Certain Conditions................................................... 9
7. Certain Legal Matters................................................ 9
8. Miscellaneous........................................................ 11
</TABLE>
<PAGE>
To the Holders of Common Stock of
METROMAIL CORPORATION:
INTRODUCTION
The following information amends and supplements the Offer to Purchase,
dated March 16, 1998 (the "Offer to Purchase"), of Great Universal Acquisition
Corp., a Delaware corporation (the "Purchaser") and an indirect wholly-owned
subsidiary of The Great Universal Stores P.L.C., a corporation organized under
the laws of England ("Parent"). Pursuant to this Supplement to Offer to
Purchase (this "Supplement"), the Purchaser is now offering to purchase all
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"), issued pursuant to
the Rights Agreement (as defined below), of Metromail Corporation, a Delaware
corporation (the "Company"), at a purchase price of $34.50 per Share ($31.50
per Share if the Merger Agreement and the Stock Purchase Agreements, as such
terms are defined below, do not continue in full force and effect in
accordance with their terms), net to the seller in cash, without interest,
upon the terms and subject to the conditions set forth in the Offer to
Purchase, as amended and supplemented by this Supplement, and in the related
revised Letter of Transmittal (which, together with any amendments or
supplements hereto or thereto, collectively constitute the "Offer").
Except as otherwise set forth in this Supplement, the terms and conditions
previously set forth in the Offer to Purchase remain applicable in all
respects to the Offer, and this Supplement should be read in conjunction with
the Offer to Purchase. Any statement contained in the Offer to Purchase shall
be deemed to be modified or superseded to the extent that a statement
contained herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of the Offer to Purchase and must not be
relied upon by holders of Shares. Unless the context requires otherwise,
capitalized terms used herein but not otherwise defined herein have the
meaning given to such terms in the Offer to Purchase.
The Offer is being made pursuant to an Agreement and Plan of Merger, dated
as of March 12, 1998 (as modified by the letter of Parent described below, the
"Merger Agreement"), by and among Parent, the Purchaser and the Company
pursuant to which, as soon as practicable after the completion of the Offer
and satisfaction or waiver, if permissible, of all conditions to the Merger
(as defined below), the Purchaser will be merged with and into the Company
(the "Merger") and the Company will become an indirect wholly-owned subsidiary
of Parent. By letter dated March 26, 1998 (the "Parent Letter"), Parent, among
other things, exercised its right under the Merger Agreement to increase the
per Share cash consideration from $31.50 to $34.50 per Share, upon the terms
and subject to the conditions set forth in the Merger Agreement, provided that
the Merger Agreement and the Stock Purchase Agreements continue in full force
and effect in accordance with their terms. Parent will promptly issue a press
release if at any time prior to the Expiration Date any provision of the
Merger Agreement or any Stock Purchase Agreement does not continue to be in
full force and effect in accordance with its terms. See Section 7 of this
Supplement. The Merger Agreement provides that at the effective time of the
Merger (the "Effective Time"), each Share then outstanding (other than Shares
held by Parent, the Purchaser, any wholly-owned subsidiary of Parent or
Purchaser, any wholly-owned subsidiary of the Company, in the treasury of the
Company and Shares held by stockholders who perfect their dissenters' rights
under Delaware law) will be converted into the right to receive $34.50 per
Share ($31.50 per Share if the Merger Agreement and the Stock Purchase
Agreements do not continue in full force and effect in accordance with their
terms) in cash or any higher price per Share paid in the Offer (the "Offer
Price"). The Merger Agreement is more fully described in Section 11 of the
Offer to Purchase and the Parent Letter is more fully described in Section 5
of this Supplement, and such documents have been filed with the Commission as
exhibits to the Schedule 14D-1. The Merger Agreement and the Parent Letter
also may be examined and copies may be obtained at the places and in the
manner set forth in Section 8 of the Offer to Purchase.
STOCKHOLDERS WHO HAVE PREVIOUSLY VALIDLY TENDERED AND NOT PROPERLY WITHDRAWN
THEIR SHARES PURSUANT TO THE OFFER ARE NOT REQUIRED TO TAKE ANY FURTHER
ACTION, EXCEPT AS MAY BE REQUIRED BY THE
<PAGE>
GUARANTEED DELIVERY PROCEDURE DESCRIBED IN SECTION 2 OF THE OFFER TO PURCHASE,
IF SUCH PROCEDURE WAS UTILIZED. If Shares are accepted for payment and paid
for by the Purchaser pursuant to the Offer, such stockholders will receive,
subject to the conditions of the Offer, the increased offer price of $34.50
per Share (provided that the Merger Agreement and the Stock Purchase
Agreements continue in full force and effect in accordance with their terms).
See Section 3 of the Offer to Purchase for the procedures to properly withdraw
Shares tendered pursuant to the Offer.
Tendering stockholders will not be obligated to pay brokerage fees or
commissions or, except as set forth in Instruction 6 of the revised Letter of
Transmittal, transfer taxes on the purchase of Shares pursuant to the Offer.
The Purchaser will pay all fees and expenses of Bear, Stearns & Co. Inc.
("Bear Stearns"), which is acting as the Dealer Manager (the "Dealer
Manager"), ChaseMellon Shareholder Services, L.L.C., which is acting as the
Depositary (the "Depositary"), and Georgeson & Company Inc. which is acting as
the Information Agent (the "Information Agent"), incurred in connection with
the Offer.
IN CONNECTION WITH THE MERGER AGREEMENT, PARENT ENTERED INTO STOCK PURCHASE
AGREEMENTS WITH CERTAIN STOCKHOLDERS OF THE COMPANY (R.R. DONNELLEY & SONS
COMPANY AND CERTAIN MEMBERS OF THE COMPANY'S MANAGEMENT) WHO COLLECTIVELY OWN
APPROXIMATELY 40.4% OF THE OUTSTANDING SHARES, PURSUANT TO WHICH SUCH
STOCKHOLDERS AGREED, AMONG OTHER THINGS, TO SELL THEIR SHARES TO PARENT AT THE
OFFER PRICE. PARENT ALSO ENTERED INTO AN AGREEMENT TO PURCHASE FROM THE
COMPANY PREVIOUSLY UNISSUED SHARES AT THE OFFER PRICE IN AN AMOUNT THAT,
TOGETHER WITH THE SHARES OWNED BY PARENT AND ITS AFFILIATES IMMEDIATELY AFTER
THE OFFER AND THE ACQUISITION OF SHARES PURSUANT TO SUCH STOCKHOLDER
AGREEMENTS, REPRESENTS 51% OF THE OUTSTANDING SHARES ON A FULLY-DILUTED BASIS.
THESE AGREEMENTS ARE SUBJECT TO CERTAIN TERMINATION RIGHTS WHICH GENERALLY
EXPIRE AT 11:59 P.M., CHICAGO TIME, ON MARCH 30, 1998.
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THERE HAVING BEEN VALIDLY
TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION OF THE OFFER A NUMBER OF
SHARES WHICH, WHEN ADDED TO ANY SHARES ACQUIRED PURSUANT TO THE STOCK PURCHASE
AGREEMENTS SIMULTANEOUSLY WITH THE ACCEPTANCE OF SHARES FOR PAYMENT PURSUANT
TO THE OFFER, REPRESENTS AT LEAST A MAJORITY OF THE OUTSTANDING SHARES ON A
FULLY-DILUTED BASIS (THE "MINIMUM CONDITION"). THE OFFER IS ALSO SUBJECT TO
OTHER TERMS AND CONDITIONS CONTAINED IN THE OFFER TO PURCHASE. SEE SECTION 14
OF THE OFFER TO PURCHASE.
THE INCREASE IN THE OFFER PRICE FROM $31.50 TO 34.50 NET PER SHARE IS
CONDITIONED UPON THE MERGER AGREEMENT AND THE STOCK PURCHASE AGREEMENTS
CONTINUING IN FULL FORCE AND EFFECT IN ACCORDANCE WITH THEIR TERMS. PARENT
WILL PROMPTLY ISSUE A PRESS RELEASE IF AT ANY TIME PRIOR TO THE EXPIRATION
DATE ANY PROVISION OF THE MERGER AGREEMENT OR ANY STOCK PURCHASE AGREEMENT
DOES NOT CONTINUE TO BE IN FULL FORCE AND EFFECT IN ACCORDANCE WITH ITS TERMS.
SEE SECTION 7 OF THIS SUPPLEMENT.
THE BOARD OF DIRECTORS OF THE COMPANY (THE "BOARD") HAS UNANIMOUSLY APPROVED
THE OFFER AND THE MERGER AND DETERMINED THAT THE TERMS OF THE OFFER AND THE
MERGER ARE FAIR TO, AND IN THE BEST INTERESTS OF, THE COMPANY'S STOCKHOLDERS,
AND UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS ACCEPT THE OFFER AND TENDER THEIR
SHARES. SEE SECTION 11 OF THE OFFER TO PURCHASE AND SECTION 5 OF THIS
SUPPLEMENT.
Lehman Brothers Inc., the Company's financial advisor ("Lehman Brothers"),
has delivered to the Board of Directors of the Company its written opinion to
the effect that, as of the date of such opinion, the consideration to be
offered to the holders of Shares pursuant to the Offer and the Merger is fair
from a financial point of view to such holders. Such opinion is set forth in
full as an annex to the Amendment to the Company's Schedule 14D-9 which is
being mailed to stockholders of the Company herewith.
The Merger Agreement provides that, except as provided therein, following
satisfaction or waiver, if permissible, of the conditions to the Offer and
subject to the terms and conditions thereof, the Purchaser will accept for
payment, in accordance with the terms of the Offer, all Shares validly
tendered pursuant to the Offer and not withdrawn as soon as it is permitted to
do so pursuant to applicable law. The Offer will not remain open following the
time Shares are accepted for payment.
Under the General Corporation Law of the State of Delaware (the "DGCL"), if
the Purchaser acquires, pursuant to the Offer or otherwise, at least 90% of
the outstanding Shares, the Purchaser will be able to approve
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the Merger Agreement and the transactions contemplated thereby without a vote
of the stockholders. In such event, Parent, the Purchaser and the Company have
agreed in the Merger Agreement to take, at the request of Parent and subject
to the satisfaction of the conditions set forth in the Merger Agreement, all
necessary and appropriate action to cause the Merger to become effective as
soon as reasonably practicable after such acquisition, without a meeting of
the stockholders, in accordance with Section 253 of the DGCL. If, however, the
Purchaser does not acquire at least 90% of the outstanding Shares pursuant to
the Offer or otherwise and a vote of the Stockholders is required under the
DGCL, a significantly longer period of time would be required to effect the
Merger. In the Merger Agreement, Parent, Purchaser and the Company have agreed
that if immediately prior to the scheduled Expiration Date (as defined below)
the Shares tendered pursuant to the Offer are less than 90% of the outstanding
Shares, Purchaser may extend the Offer for a period not to exceed 10 business
days.
It is the present intention of the Purchaser to seek to cause the Company to
make an application for the termination of the registration of the Shares
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as
soon as possible after the purchase of all validly tendered Shares pursuant to
the Offer if the requirements for termination of registration are met. See
Section 7 of the Offer to Purchase.
In connection with the execution of the Merger Agreement, Parent (i) entered
into a Stock Purchase Agreement, dated as of March 12, 1998 (the "Donnelley
Stock Purchase Agreement"), with R.R. Donnelley & Sons Company ("Donnelley"),
the beneficial owner of 8,600,000 Shares, or approximately 38.2% of the Shares
outstanding on March 6, 1998, pursuant to which Donnelley agreed, among other
things and upon the terms and conditions set forth therein, to sell such
Shares to Purchaser, to vote such Shares in the manner specified in the
Donnelley Stock Purchase Agreement with respect to certain matters and to
appoint Parent as Donnelley's proxy to vote such Shares in certain
circumstances and (ii) entered into Stock Purchase Agreements, dated as of
March 12, 1998 (the "Executive Stock Purchase Agreements"), with each of
Barton L. Faber, Chairman, President and Chief Executive Officer of the
Company, Thomas J. Quarles, Senior Vice President, General Counsel, Chief
Administrative Officer and Secretary of the Company, and Ronald G. Eidell,
Senior Vice President and Chief Financial Officer of the Company (the
"Executive Stockholders") who beneficially own an aggregate of 493,634 Shares,
or approximately 2.2% of the Shares outstanding on March 6, 1998, pursuant to
which the Executive Stockholders agreed, among other things and upon the terms
and conditions set forth therein, to tender or otherwise sell to Purchaser the
Shares beneficially owned by them, to vote such Shares in the manner specified
in the Executive Stock Purchase Agreements with respect to certain matters and
to appoint Parent as the Executive Stockholders' proxy to vote such Shares in
certain circumstances. The Donnelley Stock Purchase Agreement and the
Executive Stock Purchase Agreements are more fully described in Section 11 of
the Offer to Purchase.
In connection with the execution of the Merger Agreement, Parent also
entered into a Stock Purchase Agreement, dated as of March 12, 1998 (the
"Company Stock Purchase Agreement" and collectively with the Donnelley Stock
Purchase Agreement and the Executive Stock Purchase Agreements, the "Stock
Purchase Agreements"), with the Company. Pursuant to the Company Stock
Purchase Agreement, upon the terms and conditions set forth therein, the
Company agreed, among other things, to issue and sell to Parent that number of
Shares, if any (the "Company Shares"), equal to the number of Shares that,
when added to the sum of (a) the number of Shares accepted for purchase by
Purchaser pursuant to the Offer, (b) the number of Shares, if any, purchased
by Parent from Donnelley pursuant to the Donnelley Stock Purchase Agreement
simultaneously with the acceptance of Shares for payment pursuant to the
Offer, and (c) the number of Shares, if any, purchased by Parent from the
Executive Stockholders pursuant to the Executive Stock Purchase Agreements
simultaneously with the acceptance of Shares for payment pursuant to the
Offer, constitutes 51% of the outstanding Shares on a fully-diluted basis
giving effect to the issuance of the Company Shares, at a per share purchase
price equal to the Offer Price. The Company Stock Purchase Agreement is more
fully described in Section 11 of the Offer to Purchase.
The Minimum Condition requires that the number of Shares validly tendered
and not withdrawn prior to the expiration of the Offer, when added to any
Shares acquired pursuant to the Stock Purchase Agreements simultaneously with
the acceptance of Shares for payment pursuant to the Offer, represent at least
a majority of
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the Shares outstanding on a fully diluted basis. According to the Company, as
of March 6, 1998, there were 22,516,996 Shares issued and outstanding, and
there were outstanding options to purchase an aggregate of 2,087,119 Shares.
The Merger Agreement provides, among other things, that the Company will not,
without the prior written consent of Parent, issue any additional Shares
(except on the exercise of outstanding options and as otherwise permitted
under the Merger Agreement). Based on the foregoing and assuming that all
outstanding options are exercised, the Minimum Condition will be satisfied if
12,308,808 Shares are either validly tendered and not withdrawn prior to the
expiration of the Offer or acquired pursuant to the Stock Purchase Agreements
simultaneously with the acceptance of Shares for payment pursuant to the
Offer. Therefore, unless the Stock Purchase Agreements have been terminated in
accordance with their respective terms, the Minimum Condition would be
satisfied upon the purchase of Shares by Parent in accordance with the terms
of such agreements without taking into account any Shares acquired pursuant to
the Offer; provided, however, that the purchases pursuant to the Stock
Purchase Agreements may only be consummated if Shares are accepted for payment
pursuant to the Offer. If the Minimum Condition is satisfied, Parent would be
able to effect the Merger without the affirmative vote of any other
stockholder of the Company.
The Company has distributed one Right for each outstanding Share pursuant to
the Rights Agreement, dated as of February 24, 1997, between the Company and
American Stock Transfer & Trust Company, as Rights Agent, as amended (the
"Rights Agreement"). Based on the information disclosed by the Company in
connection with and prior to the Company entering the Merger Agreement, on
March 12, 1998, the Company amended the Rights Agreement to provide that the
execution of the Merger Agreement and any amendments thereto and the Stock
Purchase Agreements and the consummation of the transactions contemplated by
such agreements will not cause (i) Parent and/or the Purchaser or their
respective Affiliates or Associates to become an Acquiring Person (as such
terms are defined in the Rights Agreement) unless the Merger Agreement and the
Stock Purchase Agreements have been terminated in accordance with their
respective terms, or (ii) a Distribution Date, a Stock Acquisition Date or a
Triggering Event (as such terms are defined in the Rights Agreement) to occur,
irrespective of the number of Shares acquired pursuant to the Offer, the
Merger or the transactions contemplated by the Merger Agreement and the Stock
Purchase Agreements.
The Merger Agreement provides that, promptly upon the purchase of Shares by
Parent, the Purchaser or any of its subsidiaries pursuant to the Offer and/or
pursuant to the Stock Purchase Agreements which represents at least a majority
of the outstanding Shares, Purchaser will be entitled to designate such number
of directors, rounded up to the next whole number, to the Board as will give
it representation equal to the product of the total number of directors on the
Board (giving effect to the directors designated by Purchaser) multiplied by
the percentage that the number of Shares so purchased bears to the total
number of Shares then outstanding. In the Merger Agreement, the Company has
agreed, upon the request of Purchaser, to use its reasonable best efforts
promptly either to increase the size of the Board or secure the resignation of
such number of incumbent directors, or both, as is necessary to enable
Purchaser's designees to be so elected to the Board, and to take all actions
available to the Company to cause Purchaser's designees to be so elected.
However, until the Effective Time, the Board must include at least two
directors who are directors on the date of the Merger Agreement or who are not
affiliated with Parent and are designated in accordance with the terms of the
Merger Agreement.
The Purchaser estimates that the total funds required to purchase all Shares
validly tendered pursuant to the Offer, consummate the Merger and pay all
related costs and expenses will be approximately $905 million, including the
repayment of certain of the Company's indebtedness. The Purchaser will obtain
such funds from Parent by means of capital contributions, loans or a
combination thereof. Parent plans to obtain the funds for such capital
contributions or loans from its available cash and working capital. See
Section 10 of the Offer to Purchase and Section 4 of this Supplement.
The information contained in this Supplement and the Offer to Purchase
concerning the Company was supplied by the Company, and Parent and the
Purchaser take no responsibility for the accuracy of such information. The
information contained in this Supplement and the Offer to Purchase concerning
the Offer, the Merger, Parent and the Purchaser was supplied by Parent and the
Purchaser, and the Company takes no responsibility for the accuracy of such
information.
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THIS SUPPLEMENT SHOULD BE READ IN CONJUNCTION WITH THE OFFER TO PURCHASE AND
THE RELATED REVISED LETTER OF TRANSMITTAL, COPIES OF WHICH MAY BE OBTAINED IN
THE MANNER SET FORTH ON THE BACK COVER OF THIS SUPPLEMENT. THIS SUPPLEMENT,
THE OFFER TO PURCHASE AND THE REVISED LETTER OF TRANSMITTAL CONTAIN IMPORTANT
INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH
RESPECT TO THE OFFER.
THE OFFER
1. AMENDED TERMS OF THE OFFER.
Section 1 of the Offer to Purchase is hereby amended and supplemented by the
following:
The price per Share to be paid pursuant to the Offer has been increased from
$31.50 to $34.50 per Share (provided that the Merger Agreement and the Stock
Purchase Agreements continue in full force and effect in accordance with their
terms), net to the seller in cash, without interest. Parent will promptly
issue a press release if at any time prior to the Expiration Date any
provision of the Merger Agreement or any Stock Purchase Agreement does not
continue to be in full force and effect in accordance with its terms. See
Section 7 of this Supplement. Upon the terms and subject to the conditions of
the Offer, the Purchaser will accept for payment and pay for all Shares
validly tendered prior to the Expiration Date and not theretofore withdrawn in
accordance with Section 3 of the Offer to Purchase. All holders whose Shares
are accepted for payment pursuant to the Offer will receive the increased
Offer Price in respect of each Share so accepted (provided that the Merger
Agreement and the Stock Purchase Agreements continue in full force and effect
in accordance with their terms). All references to Offer and Offer Price in
the Offer to Purchase, this Supplement and any Letter of Transmittal are
deemed to refer to the Offer as amended as described above and the Offer Price
as described above, respectively.
The Company has provided the Purchaser with the Company's stockholder lists
and security position listings for the purpose of disseminating the Offer to
holders of Shares. This Supplement and the related revised Letter of
Transmittal will be mailed by the Purchaser to record holders of Shares and
will be furnished by the Purchaser to brokers, dealers, banks and similar
persons whose names, or the names of whose nominees, appear on the stockholder
lists or, if applicable, who are listed as participants in a clearing agency's
security position listing, for subsequent transmittal to beneficial owners of
Shares.
2. PROCEDURE FOR TENDERING SHARES.
Section 2 of the Offer to Purchase is hereby amended and supplemented by the
following:
Tendering stockholders should use the revised Letter of Transmittal and the
revised Notice of Guaranteed Delivery included with this Supplement. However,
to the extent either of the revised Letter of Transmittal or the revised
Notice of Guaranteed Delivery is not available, tendering stockholders may
continue to use the original Letter of Transmittal and the original Notice of
Guaranteed Delivery that were provided with the Offer to Purchase. Although
such original Letter of Transmittal refers only to the Offer to Purchase,
stockholders using such original Letter of Transmittal to tender their Shares
will nevertheless receive $34.50 per Share ($31.50 per Share if the Merger
Agreement and the Stock Purchase Agreements do not continue in full force and
effect in accordance with their terms) for each Share validly tendered and not
properly withdrawn and accepted for payment pursuant to the Offer, subject to
the conditions of the Offer.
Stockholders who have previously validly tendered Shares pursuant to the
Offer using the original Letter of Transmittal or the original Notice of
Guaranteed Delivery and who have not properly withdrawn such Shares have
validly tendered Shares for purposes of the Offer, as amended, and need not
take any further action to receive, subject to the conditions of the Offer,
the increased Offer Price of $34.50 per Share ($31.50 per Share if the Merger
Agreement and the Stock Purchase Agreements do not continue in full force and
effect in accordance with their terms), if Shares are accepted for payment and
paid for pursuant to the Offer, except as may be required by the guaranteed
delivery procedure described in Section 2 of the Offer to Purchase if such
procedure was utilized.
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3. PRICE RANGE OF THE SHARES; DIVIDENDS ON THE SHARES.
Section 6 of the Offer to Purchase is hereby amended and supplemented by the
following:
The high and low sales prices per Share on the NYSE from March 16, 1998, the
date of the Offer to Purchase, through March 27, 1998 were $31.88 and $35.50,
respectively. On March 26, 1998, the last full day of trading prior to the
public announcement of the execution of the Parent Letter, the closing price
per Share as reported on the NYSE was $33.94. On March 27, 1998, the last full
day of trading prior to the mailing of this Supplement, the closing price per
Share as reported on the NYSE was $35.50. STOCKHOLDERS ARE URGED TO OBTAIN A
CURRENT MARKET QUOTATION FOR THE SHARES.
4. SOURCE AND AMOUNT OF FUNDS.
Section 10 of the Offer to Purchase is amended by the substitution of the
following for the first sentence of such Section:
The Purchaser estimates that the total funds required to purchase all Shares
validly tendered pursuant to the Offer, consummate the Merger and pay all
related costs and expenses will be approximately $905 million, including the
repayment of certain of the Company's indebtedness.
5. BACKGROUND OF THE OFFER; THE MERGER AGREEMENT AND CERTAIN OTHER AGREEMENTS
Section 11 of the Offer to Purchase is hereby amended and supplemented by
the following:
BACKGROUND OF THE OFFER
The following description was prepared by Parent and the Company.
Information about the Company was provided by the Company and neither the
Purchaser nor Parent takes any responsibility for the accuracy or completeness
of any information regarding meetings or discussions in which Purchaser,
Parent or their representatives did not participate.
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 $35.00 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 to $34.00 per Share.
However, based on discussions with such parties prior to the March 12, 1998
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 sued
the Company, certain of its officers and directors and Parent in Delaware to
enjoin the Offer and the Merger and has made an offer, after announcement of
the Offer and the Merger, of at least $33.00 per Share in cash (subsequently
increased as described below). Prior to the March 12, 1998 Board meeting, ABI
had proposed a $32.00 to $34.00 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 counsel 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 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.
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The Board discussed the status of all of such indications of interest at its
March 12, 1998 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.
On March 17, 1998, ABI sued the Company, certain of its officers and
directors and Parent in Delaware seeking to enjoin the Merger and on March 18,
1998 the Company received ABI's offer of at least $33.00 per Share in cash.
The Board of Directors met on March 19, 1998 and discussed such lawsuit and
offer and concluded that the Merger Agreement permitted the Company to discuss
ABI's offer with ABI and authorized the Company's representatives and advisors
to do so, including exploring ABI's ability to obtain the necessary cash for
its offer. The initiation of discussions with ABI was reported in a press
release on the same day, and the Board's determination at such meeting to
postpone the Company's annual meeting was also disclosed. On March 23, 1998,
counsel to Parent delivered a letter to the Company and its counsel
reiterating its position that the Company's actions with respect to ABI
constitute a breach of the Merger Agreement. Discussions with ABI and its
lender, including responding to their additional due diligence requests,
commenced and the Company began responding to discovery requests of ABI in the
litigation, conducting its own discovery and preparing for the March 27
hearing the Delaware Court had scheduled on ABI's motion for a preliminary
injunction.
The Board met again on March 24, 1998 to review the status of the lawsuit
and the discussions with ABI. At such meeting, the directors compared (i) the
transactions contemplated by the Merger Agreement with Parent and (ii) ABI's
offer. The Board concluded that, although ABI's proposed merger agreement did
not contain a financing condition, the consummation of the ABI proposal was
less certain than the Offer and the Merger because ABI's offer depended on it
borrowing large sums and such offer would remain subject to customary
conditions (such as material adverse change) for at least 20 business days,
whereas Parent had cash on hand (the Company was advised that Parent had $840
million in cash on hand at January 27, 1998) for its offer and most of the
conditions in the Merger Agreement expire on March 30, 1998. As a result, the
Board directed that a letter be sent to ABI setting out what terms and
verifications (such as completion of due diligence) the Board wished to have
as part of the ABI offer, particularly in terms of certainty of completion.
This included a request for a letter of credit or other form of earnest money
payment of $100 million to the Company if the ABI transaction was not
consummated. Parent was not requested to provide a letter of credit because of
the large amount of cash it has. Such letter was sent to ABI on March 24, 1998
and stated that ABI should indicate its highest price by noon on March 26.
On March 25, 1998, ABI provided its initial response to such letter, once
again confirming its offer of at least $33.00 per share and restating its
counsel's February 25, 1998 offer on behalf of ABI to pay $0.25 more than the
next highest bona fide bid. Such letter from ABI, among the things, stated
that while ABI did not believe there was a reasonable basis for the requested
$100 million letter of credit, it would be prepared to post such a letter if
other bidders, including Parent, were required to do so. The Company responded
to such letter on the same day in another letter which requested further
clarification regarding ABI's proposal, pointed out that Parent's transaction
was more certain of completion and told ABI (as it had been told before) that
the Board would not consider bids subject to escalation of the bids of others.
On March 26 and March 27, the Chairman of the Company attempted to reach the
Chairman of ABI to make clear to him the importance of certainty to the
Company's Board. When ABI's Chairman could not be reached, such message was
given to ABI's investment bank and counsel. Mid-day on March 26, the Company
received a letter from ABI reiterating its offer of at least $33.00 per share
or $0.25 more than the next bona fide bid and stating that ABI would supply a
letter of credit in the Company's favor within 72 hours after signing a merger
agreement with the Company. Counsel to the Company told ABI's counsel that
such 72 hour delay would not be acceptable because it would create the risk
that such letter of credit would never be obtained, yet the Company would have
had to terminate the Merger Agreement with Parent and lose the certainty it
provided. During such day, as it had since ABI's offer was made, Lehman
Brothers discussed with ABI's investment bank and its lender how to make ABI's
financing commitments more firm. When the Company was advised by Parent's
representatives early in the evening on March 26, 1998 that Parent would be
sending a letter that evening discussing its offer, the Company advised ABI
that it should make its best offer by 9:30 p.m. Chicago time that night. Prior
to such time, the Company received a letter from Parent stating that Parent
was increasing the Offer to $34.50. Shortly thereafter, such letter was
provided to ABI. At about 9:30 p.m., ABI sent the letter restating its
previous offer price and stating that it would post a $35 million letter of
credit at the time of signing a merger agreement and responding to the
Company's proposed conditions for drawing on such letter of credit with
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conditions less favorable to the Company. When questioned on the meaning of
such letter in light of Parent's $34.50 offer, ABI's counsel confirmed that
ABI's offer was $34.75 per share. The Company announced the increased Parent
and ABI offers in a press release on the morning of March 27, 1998. The
Company's Board met again on the morning of March 27 and was informed of the
developments since the preceding Board meeting. Also that morning, counsel to
ABI called the Company's counsel and said that ABI was continuing to work with
its lender on financing its increased offer and hoped to provide evidence of
such financing and an agreement reflecting such offer or possibly a higher
offer by the evening of March 27.
On the morning of March 27, 1998, the Delaware Chancery Court held a hearing
on ABI's request for a preliminary injunction to enjoin the Merger. The
shareholder plaintiffs withdrew their request for an injunction in view of
Parent's increased offer of March 26. The Delaware Chancery Court denied ABI's
request for an injunction. As of the time of filing of this disclosure, ABI's
counsel advised Company counsel that ABI was considering an appeal of such
ruling to the Delaware Supreme Court.
On March 28, 1998, the waiting period under the HSR Act expired with respect
to the Offer and the Merger. Due to the expiration of the waiting period, most
of the conditions to the obligation of Parent to consummate the Offer will
expire at 11:59 p.m. on March 30, 1998. The Offer is scheduled to close on
April 10, 1998.
During the afternoon of March 28, 1998, the Company received a best and
final offer from ABI to acquire all the outstanding Shares for a net price of
$35.00 in cash plus 0.2 shares of ABI Class A Common Stock per Share. The ABI
offer is subject to the same conditions as its previous offer, but, in
addition, it is currently contingent on ABI's ability to finance the proposed
transaction. As stated in the offer, ABI is "in discussions with [its lender]
regarding the amended transaction structure and [its lender's] willingness to
provide the requisite financing." In addition, if ABI obtains its financing
commitments, they would continue to be subject to certain conditions. ABI has
also indicated that its capital structure would be changed to include
approximately $40 million of a deferred dividend preferred stock instrument
(commonly known as PIK).
The Board met in the evening of March 28, 1998 to discuss the ABI offer as
compared to the Offer. As requested by ABI, the Board agreed to give ABI until
noon on Monday, March 30, 1998 to supply additional information concerning its
offer, including definitive documentation, and to obtain the necessary
financing commitments. During such time, the Board instructed the Company to
continue its discussions with ABI, particularly in regard to the Board's
concerns about the certainty of ABI's offer to holders of Shares, as compared
to the Offer. Due to the Board's concerns about the certainty of ABI's offer,
it has requested a letter of credit or other form of earnest money payment of
$100 million to the Company if the ABI transaction is not consummated. To
date, ABI has stated that it will post a $35 million letter of credit which
could be drawn upon under conditions less favorable than those proposed by the
Company. Parent has not been asked to provide a similar letter of credit
because of the large amount of cash it has. (The Company has been advised that
Parent has $840 million in cash on hand at January 27, 1998). The Board also
unanimously approved the increased Offer (from $31.50) and recommends that
stockholders accept the Offer and tender their shares. At such meeting, Lehman
Brothers rendered verbally its opinion that Parent's increased Offer is fair
to the stockholders of the Company from a financial point of view. Such
opinion was confirmed in Lehman Brothers' written opinion delivered on March
29.
On March 29, 1998, the Board met to further discuss the ABI offer and the
Offer and approved (i) giving ABI and Parent notice that all bids would be due
by noon on Monday, March 30 and (ii) taking any other action necessary to end
the auction at that point.
Also on March 29, 1998, counsel for Parent sent the following letter to the
Company and its counsel:
* * *
Gentlemen:
On behalf of The Great Universal Stores P.L.C. ("GUS"), we
again advise you that your actions with respect to American
Business Information Inc. ("ABI") have violated, and continue
to violate, the terms of the Merger Agreement dated as of
March 12, 1998 (the "Merger Agreement") between GUS and
Metromail Corporation ("Metromail").
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However, GUS agrees that if (A) Metromail does not give GUS
notice of its intention to (i) withdraw or modify its approval
or recommendation of GUS's $34.50 offer pursuant to the Merger
Agreement (the "Offer") or (ii) enter into any agreement with
respect to a Superior Proposal (as defined in the Merger
Agreement) prior to 8:00 p.m., Chicago time, on March 30, 1998
and (B) Metromail agrees (by executing a copy of this letter)
that Metromail cannot after 8:00 p.m., Chicago time, on March
30, 1998 terminate the Merger Agreement pursuant to Section
8.1(c)(ii) or withdraw or modify its approval or
recommendation of the Offer or enter into any agreement with
respect to any Acquisition Proposal (as defined in the Merger
Agreement), then GUS will not terminate the Merger Agreement
because of any violations of the Merger Agreement by Metromail
occurring before 8:00 p.m., Chicago time, on March 30, 1998.
If Metromail gives GUS notice of its intention to withdraw
or modify its approval or recommendation of GUS's offer
pursuant to the Merger Agreement or to enter into an agreement
with respect to a Superior Proposal, GUS reserves all rights
and remedies it has available to it under the Merger Agreement
or otherwise (including the right to terminate the Merger
Agreement or the right to treat such notice as ineffective).
* * *
Later on March 29, 1998, the Company agreed to the terms of such letter and
returned a signed copy of the letter to Parent's counsel.
MERGER AGREEMENT
The following is a summary of the material terms of the Parent Letter with
respect to certain provisions of the Merger Agreement. This summary is
qualified in its entirety by reference to the Parent Letter, which is
incorporated herein by reference and a form of which has been filed with the
Commission as an exhibit to the Schedule 14D-1. The Parent Letter may be
examined and a copy of such letter may be obtained at the place and in the
manner set forth in Section 8 of the Offer to Purchase.
Pursuant to the Parent Letter, Parent and the Purchaser amended the Offer in
accordance with the terms of the Merger Agreement to increase the price per
Share offered pursuant to the Offer to $34.50, net to the seller in cash, upon
the terms and subject to the conditions set forth in the Merger Agreement,
provided that the Merger Agreement and the Stock Purchase Agreements continue
in full force and effect in accordance with their terms. If the Merger
Agreement and the Stock Purchase Agreements do not continue in full force and
effect in accordance with their terms, the per Share cash consideration will
be $31.50 per Share, net to the Seller in cash, as provided in the Merger
Agreement. See Section 7 of this Supplement.
Also pursuant to the Parent Letter, Parent consented under the Merger
Agreement to allow the Board of Directors of the Company to waive the
provisions of any standstill agreement between the Company and ABI to permit
the negotiation of, and agreement for, a consensual transaction between ABI
and the Company, subject to the terms of the Merger Agreement (including,
without limitation, the provisions thereof described under the caption "Merger
Agreement--No Solicitation" in Section 11 of the Offer to Purchase).
6. CERTAIN CONDITIONS.
Section 14 of the Offer to Purchase is hereby amended and supplemented by
the following:
On March 18, 1998, the Company announced that it had obtained an irrevocable
letter of credit which satisfied the condition described in paragraph (j) of
Section 14 of the Offer to Purchase.
The waiting period under the HSR Act with respect to the Offer expired at
11:59 p.m., New York City time, on March 28, 1998.
9
<PAGE>
7. CERTAIN LEGAL MATTERS.
Section 15 of the Offer to Purchase is hereby amended and supplemented by
the following:
Parent and the Company filed their Notification and Report Forms with
respect to the Offer under the HSR Act on March 13, 1998. The waiting period
under the HSR Act with respect to the Offer expired at 11:59 p.m., New York
City time, on March 28, 1998.
The Company, certain of its directors and management employees (the
"Metromail Defendants") and Parent were named as defendants in a lawsuit
commenced on March 17, 1998 in the Court of Chancery in and for New Castle
County, Delaware. Such action is captioned American Business Information, Inc.
v. Barton L. Faber, Thomas J. Quarles, Ronald G. Eidell, Jonathan P. Ward,
Peter F. Murphy, Metromail Corporation and Great Universal Stores P.L.C. (Case
No. 16265NC). The complaint in such lawsuit (the "ABI Lawsuit") alleges, among
other things, that the Metromail Defendants breached their fiduciary duties to
Company stockholders by entering into the Merger Agreement, the Donnelley
Stock Purchase Agreement, the Executive Stock Purchase Agreements and the
Company Stock Purchase Agreement, that the Metromail Defendants breached their
duty of disclosure, and that Parent aided and abetted the breach of fiduciary
duties by the Metromail Defendants. More specifically, the plaintiff alleges,
among other things, that the Metromail Defendants agreed to sell Metromail to
Parent for a price that was less than Metromail's true worth in return for the
acceptance by Parent of certain improper self-dealing arrangements entered
into by the Metromail Defendants. As relief, the complaint seeks, among other
things, an injunction against consummation of the transactions contemplated by
the Merger Agreement, the Donnelley Stock Purchase Agreement, the Executive
Stock Purchase Agreements and the Company Stock Purchase Agreement, an
injunction against certain management employees of the Company from exercising
certain stock options and a declaration that such options are void, a
declaration that the change of control agreements of certain management
employees of the Company are void, a declaration that the Termination Fee and
expense reimbursement provisions of the Merger Agreement are void, and an
award to ABI of its costs and expenses, including attorneys' fees, incurred in
connection with such lawsuit.
Parent filed a counterclaim (the "Counterclaim") against ABI on March 20,
1998 in the Court of Chancery in and for New Castle County, Delaware in the
action captioned American Business Information, Inc. v. Barton L. Faber,
Thomas J. Quarles, Ronald G. Eidell, Jonathan P. Ward, Peter F. Murphy,
Metromail Corporation and Great Universal Stores P.L.C. (Case No. 16265NC).
The Counterclaim alleges, among other things, that ABI tortiously interfered
with the Merger Agreement and Parent's prospective business relations with the
Company by knowingly and intentionally seeking to induce the Company to
abandon and breach its contractual obligation to, and prospective business
relations with, Parent. The Counterclaim also alleges that ABI breached a
confidentiality agreement (the "ABI Confidentiality Agreement") entered into
by ABI with the Company's financial advisor and of which Parent is a third
party beneficiary and upon which Parent relied to its detriment, which
agreement prohibited ABI from acquiring, or offering to acquire, any voting
securities of the Company without the Company's prior written consent. As
relief, the Counterclaim seeks, among other things, an injunction against ABI
from interfering with the Merger Agreement and the prospective business
relations between Parent and the Company, an injunction against ABI from
taking any further actions in breach of the ABI Confidentiality Agreement, an
injunction against ABI from acquiring or attempting to acquire any of the
Company's securities, an award to Parent of actual, punitive and other damages
in an amount to be determined at trial, estimated to exceed $500 million, and
an award to Parent of its costs and expenses incurred in connection with the
litigation. See Section 5 of this Supplement.
The Company, certain of its directors and present and former management
employees, R.R. Donnelley & Sons Company, Parent and Purchaser have been named
as defendants in three purported class action lawsuits commenced on or about
March 20, 1998 in the Court of Chancery in and for New Castle County,
Delaware. Such actions are captioned Kislev Trading v. Jonathon P. Ward, Susan
L. Hendricks, Robert C. McCormack, Barton L. Faber, Peter F. Murphy, Metromail
Corporation and The Great Universal Stores P.L.C. (Case No. 16268NC), Andrea
Brown v. Metromail Corporation, Jonathon P. Ward, Susan L. Hendricks, Robert
C. McCormack, Barton L. Faber, Peter F. Murphy, R.R. Donnelley & Sons Company,
The Great Universal Stores P.L.C. and Great Universal Acquisition Corp. (Case
No. 16273NC) and Mohamed Yassin v. Metromail Corporation, Jonathon P. Ward,
Susan L. Hendricks, Robert C. McCormack, Barton L. Faber, Peter F. Murphy,
R.R. Donnelley & Sons Company, The Great Universal Stores P.L.C. and Great
Universal Acquisition Corp. (Case No. 16272NC), respectively. The complaint in
each of such lawsuits (collectively, the "Shareholder
10
<PAGE>
Lawsuits") contains substantially similar claims as those set forth in the ABI
complaint and seeks as relief, among other things, an injuction against
consummation of the transactions contemplated by the Merger Agreement, the
Donnelley Stock Purchase Agreement, the Executive Stock Purchase Agreements
and the Company Stock Purchase Agreements, an accounting to the class for
damages and all profits and special benefits obtained by defendants as a
result of their conduct and an award to the plaintiff of plaintiff's costs and
disbursements, including reasonable attorneys' fees, incurred in connection
with such lawsuit. The plaintiffs in each of the Shareholder Lawsuits withdrew
their request for an injunction in view of Parent's increased Offer on March
26, 1998.
A preliminary injunction hearing with respect to the ABI Lawsuit was held by
the Delaware Court of Chancery on March 27, 1998. At the conclusion of such
hearing, the Chancellor denied a motion by ABI to preliminarily enjoin the
Merger Agreement. The Chancellor refused to interfere with the parties'
agreement because he did not believe that it was probable that ABI would be
able to demonstrate that Delaware law had been violated in entering into the
Merger Agreement. The Chancellor also indicated that he believed that the
stockholders of Metromail could suffer irreparable harm by possibly losing
Parent's $34.50 Offer if ABI's injunction were to be granted. The Court did
permit ABI to seek expedited review of its rulings in the Delaware Supreme
Court. However, the Delaware Supreme Court does not have to accept such
review. As of the date of this Supplement, no hearing has been held with
respect to the Shareholder Lawsuits.
While Parent does not presently anticipate that the ABI lawsuit or the
Shareholder Lawsuits will result in the Merger Agreement or any Stock Purchase
Agreement not continuing to be in full force and effect in accordance with its
terms, there can be no assurance as to the outcome of any such lawsuit. Parent
will promptly issue a press release if at any time prior to the Expiration
Date any provision of the Merger Agreement or any Stock Purchase Agreement
does not continue to be in full force and effect in accordance with its terms.
The above summary does not purport to be complete and is qualified in its
entirety by the full text of the complaints and other relevant documents,
which are filed as Exhibits (a)(21), (g)(1), (g)(2), (g)(3), (g)(4) and (g)(5)
to the Schedule 14D-1, respectively, and which are incorporated herein by
reference.
8. MISCELLANEOUS.
The Offer is being made to all holders of Shares other than the Company. The
Purchaser is not aware of any jurisdiction in which the making of the Offer or
the tender of Shares in connection therewith would not be in compliance with
the laws of such jurisdiction. If the Purchaser becomes aware of any
jurisdiction in which the making of the Offer would not be in compliance with
applicable law, the Purchaser will make a good faith effort to comply with any
such law. If, after such good faith effort, the Purchaser cannot comply with
any such law, the Offer will not be made to (nor will tenders be accepted from
or on behalf of) the holders of Shares residing in such jurisdiction. In any
jurisdiction where the securities, blue sky or other laws require the Offer to
be made by a licensed broker or dealer, the Offer shall be deemed to be made
on behalf of the Purchaser by the Dealer Manager or one or more registered
brokers or dealers licensed under the laws of such jurisdiction.
No person has been authorized to give any information or to make any
representation on behalf of Parent or the Purchaser not contained in the Offer
to Purchase, this Supplement or the revised Letter of Transmittal and, if
given or made, such information or representation must not be relied upon as
having been authorized.
The Purchaser and Parent have filed with the Commission an amendment to the
Schedule 14D-1 pursuant to Rule 14d-3 under the Exchange Act furnishing
certain additional information with respect to the Offer. The Schedule 14D-1
and any amendments thereto, including exhibits, may be examined and copies may
be obtained from the offices of the Commission and the NYSE in the manner set
forth in Section 8 of the Offer to Purchase (except that they will not be
available at the regional offices of the Commission).
EXCEPT AS AMENDED AND SUPPLEMENTED HEREBY AND BY THE REVISED LETTER OF
TRANSMITTAL, ALL PROVISIONS OF THE OFFER TO PURCHASE REMAIN UNAFFECTED AND
THIS SUPPLEMENT SHOULD BE READ IN CONJUNCTION WITH THE OFFER TO PURCHASE AND
THE REVISED LETTER OF TRANSMITTAL.
Great Universal Acquisition Corp.
March 30, 1998
11
<PAGE>
Facsimile copies of the revised Letter of Transmittal, properly completed
and duly signed, will be accepted. The revised Letter of Transmittal,
certificates for Shares and any other required documents should be sent or
delivered by each stockholder of the Company or his broker, dealer, commercial
bank, trust company or other nominee to the Depositary, at one of the
addresses set forth below:
The Depositary for the Offer is:
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
By Mail: By Hand Delivery: By Overnight Delivery:
ChaseMellon Shareholder ChaseMellon ChaseMellon Shareholder
Services, L.L.C. Shareholder Services, L.L.C.
Reorganization Services, L.L.C. Reorganization Department
Department Reorganization 85 Challenger Road--Mail
P.O. Box 3301 Department Drop--Reorg
South Hackensack, New 120 Boardway, Ridgefeld Park, New
Jersey 07606 13th Floor Jersey 07660
By Facsimile Transmission:
New York, New
York 10271
(201) 329-8936
Confirm Receipt of Facsimile by Telephone:
(201) 296-4860
Questions or requests for assistance or additional copies of the Offer to
Purchase, this Supplement, and the revised Letter of Transmittal and the
revised Notice of Guaranteed Delivery may be directed to the Information Agent
or the Dealer Manager at their respective locations and telephone numbers set
forth below. Stockholders may also contact their broker, dealer, commercial
bank or trust company for assistance concerning the Offer.
The Information Agent for the Offer is:
LOGO
Wall Street Plaza
New York, New York 10005
Banks and Brokers Call Collect: (212) 440-9800
Call Toll Free: (800) 223-2064
The Dealer Manager for the Offer is:
BEAR, STEARNS & CO. INC.
245 Park Avenue
New York, New York 10167
Call Toll Free: (888) 308-6708
<PAGE>
LETTER OF TRANSMITTAL
TO TENDER SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED PREFERRED SHARE PURCHASE RIGHTS)
OF
METROMAIL CORPORATION
PURSUANT TO THE OFFER TO PURCHASE
DATED MARCH 16, 1998
AND THE SUPPLEMENT
THERETO DATED MARCH 30, 1998
BY
GREAT UNIVERSAL ACQUISITION CORP.
AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF
THE GREAT UNIVERSAL STORES P.L.C.
THE OFFER HAS NOT BEEN EXTENDED. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE
AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON FRIDAY, APRIL 10, 1998, UNLESS THE
OFFER IS EXTENDED.
The Depositary for the Offer is:
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
By Hand Delivery: By Overnight Delivery:
By Mail:
ChaseMellon Shareholder ChaseMellon Shareholder
ChaseMellon Shareholder Services, L.L.C. Services, L.L.C.
Services, L.L.C. Reorganization Department Reorganization Department
Reorganization Department 120 Broadway, 13th Floor 85 Challenger Road-Mail
P.O. Box 3301 New York, NY 10271 Drop-Reorg
South Hackensack, NJ Ridgefield Park, NJ 07660
07606
By Facsimile Transmission:
(201) 329-8936
Confirm Receipt of Facsimile by Telephone at:
(201) 296-4860
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR
TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN ONE LISTED
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
THE INSTRUCTIONS ACCOMPANYING THIS REVISED LETTER OF TRANSMITTAL SHOULD BE
READ CAREFULLY BEFORE THIS REVISED LETTER OF TRANSMITTAL IS COMPLETED.
This revised Letter of Transmittal is to be completed or the original Letter
of Transmittal previously circulated with the Offer to Purchase (as defined
below) is to be completed either if certificates are to be forwarded herewith
or if delivery of Shares (as defined below) is to be made by book-entry
transfer to an account maintained by the Depositary at The Depository Trust
Company or the Philadelphia Depository Trust Company (hereinafter collectively
referred to as the "Book-Entry Transfer Facilities") pursuant to the
procedures set forth in Section 2 of the Offer to Purchase. Stockholders who
deliver Shares by book-entry transfer are referred to herein as "Book-Entry
Stockholders" and other stockholders are referred to herein as "Certificate
Stockholders."
<PAGE>
While the original Letter of Transmittal previously circulated with the
Offer to Purchase refers only to such Offer to Purchase, stockholders who use
such Letter of Transmittal to tender their Shares will nevertheless receive
$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) for each
Share validly tendered and not properly withdrawn and accepted for payment
pursuant to the Offer (as defined in the Supplement dated March 30, 1998 to
the Offer to Purchase (the "Supplement")), subject to the conditions of the
Offer.
Stockholders who have previously validly tendered and not properly withdrawn
their Shares pursuant to the Offer are not required to take any further action
to receive, subject to the conditions of the Offer, the increased Offer price
of $34.50 per Share (provided that the Merger Agreement and the Stock Purchase
Agreements continue in full force and effect in accordance with their terms),
if Shares are accepted for payment and paid for pursuant to the Offer, except
as may be required by the guaranteed delivery procedure described in Section 2
of the Offer to Purchase, if such procedure was utilized.
Stockholders whose certificates are not immediately available or who cannot
deliver their Shares and all other documents required hereby to the Depositary
or complete the procedures for book-entry transfer prior to the Expiration
Date (as defined in the Offer to Purchase) must tender their Shares according
to the guaranteed delivery procedure set forth in Section 2 of the Offer to
Purchase, as amended and supplemented by the Supplement. See Instruction 2.
Delivery of documents to a Book-Entry Transfer Facility does not constitute
delivery to the Depositary.
[_]CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
MADE TO AN ACCOUNT MAINTAINED BY THE DEPOSITARY WITH A BOOK-ENTRY TRANSFER
FACILITY AND COMPLETE THE FOLLOWING (ONLY PARTICIPANTS IN A BOOK-ENTRY
TRANSFER FACILITY MAY DELIVER SHARES BY BOOK-ENTRY TRANSFER):
Name of Tendering Institution ______________________________________________
Check Box of Applicable Book-Entry Transfer Facility:
[_]The Depository Trust Company
[_]Philadelphia Depository Trust Company
Account Number _____________________________________________________________
Transaction Code Number ____________________________________________________
[_]CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE
FOLLOWING:
Name(s) of Registered Owner(s) _____________________________________________
Window Ticket Number (if any) ______________________________________________
Date of Execution of Notice of Guaranteed Delivery _________________________
Name of Institution which Guaranteed Delivery ______________________________
Check Box of Applicable Book-Entry Transfer Facility, if Delivered by Book-
Entry Transfer:
[_]The Depository Trust Company
[_]Philadelphia Depository Trust Company
Account Number _____________________________________________________________
Transaction Code Number ____________________________________________________
<PAGE>
BOXES ABOVE FOR USE BY ELIGIBLE INSTITUTIONS ONLY
DESCRIPTION OF SHARES TENDERED
<TABLE>
- -------------------------------------------------------------------------------
<S> <C> <C> <C>
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S)
(PLEASE FILL IN, IF BLANK, EXACTLY AS NAME(S) APPEAR(S) CERTIFICATE(S) TENDERED
ON SHARE CERTIFICATE(S)) (ATTACH ADDITIONAL LIST IF NECESSARY)
- ------------------------------------------------------------------------------------------------------
TOTAL NUMBER
OF SHARES NUMBER
CERTIFICATE EVIDENCED BY OF SHARES
NUMBER(S)* CERTIFICATE(S)* TENDERED**
--------------------------------------------------------
--------------------------------------------------------
--------------------------------------------------------
--------------------------------------------------------
--------------------------------------------------------
TOTAL SHARES
- ------------------------------------------------------------------------------------------------------
</TABLE>
*Need not be completed by shareholders tendering by book-entry transfer.
**Unless otherwise indicated, it will be assumed that all Shares evidenced by
any certificate(s) delivered to the Depositary are being tendered. See
Instruction 4.
[_]CHECK HERE IF YOU CANNOT LOCATE YOUR CERTIFICATE(S) AND REQUIRE ASSISTANCE
IN REPLACING THEM. UPON RECEIPT OF NOTIFICATION BY THIS LETTER OF
TRANSMITTAL, THE COMPANY'S STOCK TRANSFER AGENT WILL CONTACT YOU DIRECTLY
WITH REPLACEMENT INSTRUCTIONS.
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
Ladies and Gentlemen:
The undersigned hereby tenders to Great Universal Acquisition Corp., a
Delaware corporation (the "Purchaser"), and an indirect wholly owned
subsidiary of The Great Universal Stores P.L.C., a corporation organized under
the laws of England ("Parent"), the above-described 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"), pursuant to the Purchaser's offer to purchase all outstanding
Shares at a price of $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 March 16, 1998 (the "Offer
to Purchase"), as amended and supplemented by the Supplement thereto dated
March 30, 1998 (the "Supplement"), receipt of which is hereby acknowledged,
and in this revised Letter of Transmittal (which, together with the Offer to
Purchase and the Supplement, constitute the "Offer"). The undersigned
understands that the Purchaser reserves the right to transfer or assign, in
whole or in part from time to time, to one or more direct or indirect wholly
owned subsidiaries of Parent, the right to purchase Shares tendered pursuant
to the Offer.
The Company has distributed one Right for each outstanding Share pursuant to
the Rights Agreement, dated as of February 24, 1997, as amended, between the
Company and American Stock Transfer & Trust Company, as Rights Agent. The
Rights are currently evidenced by and trade with certificates evidencing the
Common Stock. The Company has amended the Rights Agreement to make the Rights
Agreement inapplicable to Parent, Purchaser, and their respective affiliates
and associates in connection with the transactions contemplated by the Merger
Agreement and the Stock Purchase Agreements (as such terms are defined in the
Offer to Purchase).
Upon the terms and subject to the conditions of the Offer (including, if the
Offer is extended or amended, the terms and conditions of any such extension
or amendment), subject to, and effective upon, acceptance for payment of and
payment for the Shares tendered herewith, the undersigned hereby sells,
assigns, and transfers to, or upon the order of, the Purchaser all
<PAGE>
right, title and interest in and to all the Shares that are being tendered
hereby (and any and all other Shares or other securities issued or issuable in
respect thereof on or after March 16, 1998 (collectively, "Distributions"))
and irrevocably constitutes and appoints the Depositary the true and lawful
agent and attorney-in-fact of the undersigned with respect to such Shares and
all Distributions, with full power of substitution (such power of attorney
being deemed to be an irrevocable power coupled with an interest), to (a)
deliver certificates for such Shares and all Distributions, or transfer
ownership of such Shares and all Distributions on the account books maintained
by any of the Book-Entry Transfer Facilities, together, in any such case, with
all accompanying evidences of transfer and authenticity, to or upon the order
of the Purchaser, upon receipt by the Depositary, as the undersigned's agent,
of the purchase price (adjusted, if appropriate, as provided in the Offer to
Purchase), (b) present such Shares and all Distributions for cancellation and
transfer on the Company's books and (c) receive all benefits and otherwise
exercise all rights of beneficial ownership of such Shares and all
Distributions, all in accordance with the terms of the Offer.
The undersigned hereby represents and warrants that the undersigned has full
power and authority to tender, sell, assign and transfer the tendered Shares
and all Distributions and that, when the same are accepted for payment by the
Purchaser, the Purchaser will acquire good, marketable and unencumbered title
thereto, free and clear of all liens, restrictions, claims, charges and
encumbrances, and the same will not be subject to any adverse claims. The
undersigned will, upon request, execute any signature guarantees or additional
documents deemed by the Depositary of the Purchaser to be necessary or
desirable to complete the sale, assignment and transfer of the tendered Shares
and all Distributions. In addition, the undersigned shall promptly remit and
transfer to the Depositary for the account of the Purchaser any such
Distributions issued to the undersigned, in respect of the tendered Shares,
accompanied by documentation of transfer, and pending such remittance or
appropriate assurance thereof, the Purchaser shall be entitled to all rights
and privileges as owner of any such Distributions and, subject to the terms of
the Merger Agreement (as defined in the Offer to Purchase), may withhold the
entire purchase price or deduct from the purchase price the amount or value
thereof, as determined by the Purchaser in its sole discretion.
All authority conferred or agreed to be conferred in this revised Letter of
Transmittal shall be binding upon the successors, assigns, heirs, executors,
administrators and legal representatives of the undersigned and shall not be
affected by, and shall survive, the death or incapacity of the undersigned.
Except as stated in the Offer to Purchase, this tender is irrevocable.
The undersigned hereby irrevocably appoints D. Van Skilling, James Antal,
Thomas A. Gasparini or John W. Peace, and each of them, and any other
designees of the Purchaser, the attorneys and proxies of the undersigned, each
with full power of substitution, to vote at any annual, special or adjourned
meeting of the Company's stockholders or otherwise act (including pursuant to
written consent) in such manner as each such attorney and proxy or his
substitute shall in his sole discretion deem proper, to execute any written
consent concerning any matter as each such attorney and proxy or his
substitute shall in his sole discretion deem proper with respect to, and to
otherwise act with respect to, all the Shares tendered hereby which have been
accepted for payment by the Purchaser prior to the time any such vote or
action is taken (and any and all Distributions issued or issuable in respect
thereof) and with respect to which the undersigned is entitled to vote. This
appointment is effective when and only to the extent that the Purchaser
accepts for payment such Shares as provided in the Offer to Purchase. This
power of attorney and proxy is coupled with an interest in the tendered
Shares, is irrevocable and is granted in consideration of the acceptance for
payment of such Shares in accordance with the terms of the Offer. Such
acceptance for payment shall revoke all prior powers of attorney and proxies
given by the undersigned at any time with respect to such Shares and no
subsequent powers of attorney or proxies may be given by the undersigned (and,
if given, will not be deemed effective). The Purchaser reserves the right to
require that, in order for Shares to be deemed validly tendered, immediately
upon the Purchaser's acceptance for payment of such Shares, the Purchaser must
be able to exercise full voting and other rights with respect to such Shares,
including voting at any meeting of stockholders then scheduled.
The undersigned understands that the valid tender of Shares pursuant to any
one of the procedures described in Section 2 of the Offer to Purchase, as
amended and supplemented by the Supplement, and in the instructions hereto
will constitute a binding agreement between the undersigned and the Purchaser
upon the terms and subject to the conditions of the Offer. The undersigned
recognizes that the Offer price will be $31.50 per Share if the Merger
Agreement and the Stock Purchase Agreements do not continue in full force and
effect in accordance with their terms and that under certain other
circumstances set forth in the Offer to Purchase, the Purchaser may not be
required to accept for payment any of the tendered Shares. The Purchaser's
acceptance for payment of Shares pursuant to the Offer will constitute a
binding agreement between the undersigned and the Purchaser upon the terms and
subject to the conditions of the Offer.
<PAGE>
Unless otherwise indicated herein under "Special Payment Instructions,"
please issue the check for the purchase price of any Shares purchased, and/or
return any certificates for Shares not tendered or accepted for payment, in
the name(s) of the registered holder(s) appearing under "Description of Shares
Tendered." Similarly, unless otherwise indicated under "Special Delivery
Instructions," please mail the check for the purchase price of any Shares
purchased, and/or any certificates for Shares not tendered or accepted for
payment (and accompanying documents, as appropriate) to the address(es) of the
registered holder(s) appearing under "Description of Shares Tendered." In the
event that both the Special Delivery Instructions and the Special Payment
Instructions are completed, please issue the check for the purchase price of
any Shares purchased, and/or return any certificates for Shares not tendered
or accepted for payment in the name(s) of, and mail said check and/or any
certificates to, the person or persons so indicated. In the case of a book-
entry delivery of Shares, please credit the account maintained at the Book-
Entry Transfer Facility indicated above with any Shares not accepted for
payment. The undersigned recognizes that the Purchaser has no obligation
pursuant to the Special Payment Instructions to transfer any Shares from the
name of the registered holder(s) thereof if the Purchaser does not accept for
payment any of the Shares so tendered.
SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7) (SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if To be completed ONLY if
certificate(s) for Shares not Certificate(s) for Shares not
tendered or not purchased and/or tendered or not purchased and/or
the check for the purchase price the check for the purchase price
of Shares purchased are to be of Shares purchased are to be
issued in the name of someone delivered to someone other than
other than the undersigned. the undersigned or to the
undersigned at an address other
than that appearing under
"Description of Shares Tendered."
Issue: [_] Check [_] Certificate(s)
to:
Name _____________________________
(Please Print) Deliver: [_] Check [_] Certificate(s)
to:
Address __________________________ Name _____________________________
---------------------------------- (Please Print)
(Include Zip Code)
---------------------------------- Address __________________________
(Tax Identification or Social
Security Number) ----------------------------------
(Include Zip Code)
(See Substitute Form W-9 Included ----------------------------------
Herein)
---------------------------------- (Tax Identification or Social
(Account Number) Security Number)
(See Substitute Form W-9 Included
Herein)
<PAGE>
^
^
^
^
STOCKHOLDERS SIGN HERE
(ALSO COMPLETE SUBSTITUTE FORM W-9 BELOW)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Signature(s) of Owner(s))
(MUST BE SIGNED BY REGISTERED HOLDER(S) EXACTLY AS NAME(S) APPEAR(S) ON STOCK
CERTIFICATE(S) OR ON A SECURITY POSITION LISTING OR BY PERSON(S) AUTHORIZED TO
BECOME REGISTERED HOLDER(S) BY CERTIFICATES AND DOCUMENTS TRANSMITTED HEREWITH.
IF SIGNATURE IS BY TRUSTEES, EXECUTORS, ADMINISTRATORS, GUARDIANS, ATTORNEYS-
IN-FACT, OFFICERS OF CORPORATIONS OR OTHERS ACTING IN A FIDUCIARY OR REPRESEN-
TATIVE CAPACITY, PLEASE SET FORTH FULL TITLE. SEE INSTRUCTION 5. FOR INFORMA-
TION CONCERNING SIGNATURE GUARANTEES, SEE INSTRUCTION 1.)
Dated: _____________________________________________________________ , 1998
Name(s) ________________________________________________________________________
- --------------------------------------------------------------------------------
(Please Print)
Capacity (full title) __________________________________________________________
Address: _______________________________________________________________________
- --------------------------------------------------------------------------------
(Include Zip Code)
Daytime Area Code and Telephone Number _________________________________________
Tax Identification or Social Security Number ___________________________________
- --------------------------------------------------------------------------------
(See Substitute Form W-9 Below)
GUARANTEE OF SIGNATURE(S)
(IF REQUIRED -- SEE INSTRUCTIONS 1 AND 5)
Authorized Signature ___________________________________________________________
Name ___________________________________________________________________________
(Please Print)
Title __________________________________________________________________________
Name of Firm ___________________________________________________________________
Address: _______________________________________________________________________
(Include Zip Code)
Area Code and Telephone Number _________________________________________________
Dated: _____________________________________________________________ , 1998
<PAGE>
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. GUARANTEE OF SIGNATURE. Except as otherwise provided below, all
signatures on this revised Letter of Transmittal must be guaranteed by a firm
which is a member of a registered national securities exchange or of the
National Association of Securities Dealers, Inc. ("NASD") or a commercial bank
or trust company having an office or correspondent in the United States which
is a participant in an approved Signature Guarantee Medallion Program (each an
"Eligible Institution," and collectively, "Eligible Institutions"). No
signature guarantee is required on this revised Letter of Transmittal (i) if
this revised Letter of Transmittal is signed by the registered holder(s)
(which term, for purposes of this document, shall include any participant in a
Book-Entry Transfer Facility whose name appears on a security position listing
as the owner of Shares) of Shares tendered herewith, unless such holder(s) has
completed either the box entitled "Special Delivery Instructions" or the box
entitled "Special Payment Instructions" on the facing page hereto or (ii) if
such Shares are tendered for the account of an Eligible Institution. See
Instruction 5.
2. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES; GUARANTEED DELIVERY
PROCEDURES. A Letter of Transmittal is to be completed by stockholders either
if certificates for Shares are to be forwarded herewith or if a tender of
Shares is to be made pursuant to the procedures for delivery by book-entry
transfer set forth in Section 2 of the Offer to Purchase. For Shares to be
validly tendered pursuant to the Offer, (i) a properly completed and duly
executed revised Letter of Transmittal (or facsimile thereof), or the original
Letter of Transmittal (or facsimile thereof), with any required signature
guarantees, or an Agent's Message (as defined in the Offer to Purchase) in the
case of a book-entry delivery, and any other documents required by such Letter
of Transmittal, must be received by the Depositary at one of the Depositary's
addresses set forth herein and either certificates or a timely Book-Entry
Confirmation for tendered Shares must be received by the Depositary at one of
such addresses, in each case prior to the Expiration Date (as defined in the
Offer to Purchase), or (ii) the tendering stockholder must comply with the
guaranteed delivery procedure set forth below.
Stockholders whose certificates for Shares are not immediately available or
who cannot deliver their certificates and all other required documents to the
Depositary or complete the procedures for book-entry transfer prior to the
Expiration Date may tender their Shares by properly completing and duly
executing a Notice of Guaranteed Delivery pursuant to the guaranteed delivery
procedure set forth in Section 2 of the Offer to Purchase, as amended and
supplemented by the Supplement. Pursuant to such procedures, (i) such tender
must be made by or through an Eligible Institution, (ii) a properly completed
and duly executed revised Notice of Guaranteed Delivery (or facsimile thereof)
or the original Notice of Guaranteed Delivery (or facsimile thereof) provided
by the Purchaser must be received by the Depositary prior to the Expiration
Date and (iii) the certificates for all physically tendered Shares, or a Book-
Entry Confirmation with respect to all tendered Shares, together with this
properly completed and duly executed revised Letter of Transmittal (or
facsimile thereof) or the original Letter of Transmittal (or facsimile
thereof), with any required signature guarantees, and any other documents
required by such Letter of Transmittal, must be received by the Depositary
within three trading days after the date of execution of such Notice of
Guaranteed Delivery, all as provided in Section 2 of the Offer to Purchase, as
amended and supplemented by the Supplement. A "trading day" is any day on
which the New York Stock Exchange is open for business.
THE METHOD OF DELIVERY OF A LETTER OF TRANSMITTAL, CERTIFICATES FOR SHARES
AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH ANY BOOK-ENTRY
TRANSFER FACILITY, IS AT THE ELECTION AND RISK OF THE TENDERING STOCKHOLDER
AND DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE
DEPOSITARY. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT
REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME
SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.
No alternative, conditional or contingent tenders will be accepted and no
fractional Shares will be purchased. All tendering stockholders, by execution
of a Letter of Transmittal (or facsimile thereof), waive any right to receive
any notice of the acceptance of their Shares for payment.
3. INADEQUATE SPACE. If the space provided herein is inadequate, the
certificate numbers and/or the number of Shares should be listed on a separate
schedule attached hereto.
<PAGE>
4. PARTIAL TENDERS (APPLICABLE TO CERTIFICATE STOCKHOLDERS ONLY). If fewer
than all the Shares evidenced by any certificate submitted are to be tendered,
fill in the number of Shares which are to be tendered in the box entitled
"Number of Shares Tendered." In such case, new certificate(s) for the
remainder of the Shares that were evidenced by the old certificate(s) will be
sent to the registered holder, unless otherwise provided in the appropriate
box on this revised Letter of Transmittal, as soon as practicable after the
expiration or termination of the Offer. All Shares represented by certificates
delivered to the Depositary will be deemed to have been tendered unless
otherwise indicated.
5. SIGNATURES ON LETTER OF TRANSMITTAL, STOCK POWERS AND ENDORSEMENTS. If
this revised Letter of Transmittal is signed by the registered holder(s) of
the Shares tendered hereby, the signature(s) must correspond with the name(s)
as written on the face of the certificate(s) without any change whatsoever.
If any of the Shares tendered hereby are owned of record by two or more
joint owners, all such owners must sign this revised Letter of Transmittal.
If any tendered Shares are registered in different names on several
certificates, it will be necessary to complete, sign and submit as many
separate Letters of Transmittal as there are different registrations of
certificates.
If this revised Letter of Transmittal or any certificates or stock powers
are signed by trustees, executors, administrators, guardians, attorneys-in-
fact, officers of corporations or others acting in a fiduciary or
representative capacity, such persons should so indicate when signing, and
proper evidence satisfactory to the Purchaser of their authority so to act
must be submitted.
When this revised Letter of Transmittal is signed by the registered owner(s)
of the Shares listed and transmitted hereby, no endorsements of certificates
or separate stock powers are required unless payment or certificates for
Shares not tendered or accepted for payment are to be issued to a person other
than the registered owner(s). Signatures on such certificates or stock powers
must be guaranteed by an Eligible Institution. See Instruction 1.
If this revised Letter of Transmittal is signed by a person other than the
registered owner(s) of the shares tendered hereby, the certificates evidencing
the Shares tendered hereby must be endorsed or accompanied by appropriate
stock powers, in either case, signed exactly as the name(s) of the registered
owner(s) appear(s) on the certificates for such Shares. Signatures on such
certificates or stock powers must be guaranteed by an Eligible Institution.
See Instruction 1.
6. STOCK TRANSFER TAXES. Except as set forth in this Instruction 6, the
Purchaser will pay, or cause to be paid, any stock transfer taxes with respect
to the transfer and sale of Shares to it or its assignee pursuant to the
Offer. If, however, payment of the purchase price is to be made to, or if
certificates for Shares not tendered or accepted for payment are to be
registered in the name of, any persons other than the registered holder(s), or
if tendered certificates are registered in the name of any person other than
the person(s) signing this revised Letter of Transmittal, the amount of any
stock transfer taxes (whether imposed on the registered holder or such person)
payable on the account of the transfer to such person will be deducted from
the purchase price unless satisfactory evidence of the payment of such taxes
or exemption therefrom is submitted.
Except as provided in this Instruction 6, it will not be necessary for
transfer tax stamps to be affixed to the certificates listed in this revised
Letter of Transmittal.
7. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If a check is to be issued in
the name of and/or certificates for Shares not accepted for payment are to be
returned to a person other than the signer of this revised Letter of
Transmittal or if a check is to be sent and/or such certificates are to be
returned to a person other than the signer of this revised Letter of
Transmittal or to an address other than that shown above, the appropriate
boxes on this revised Letter of Transmittal should be completed. Any
stockholder tendering Shares by book-entry transfer will have any Shares not
accepted for payment returned by crediting the account maintained by such
stockholder at the Book-Entry Transfer Facility from which such transfer was
made.
8. WAIVER OF CONDITIONS. Except as otherwise provided in the Offer to
Purchase, the Purchaser expressly reserves the absolute right in its sole
discretion to waive any of the specified conditions of the Offer or any defect
or irregularity in tender with regard to any Shares tendered.
<PAGE>
9. SUBSTITUTE FORM W-9. The tendering stockholder (or other payee) is
required to provide the Depositary with a correct Taxpayer Identification
Number ("TIN"), generally the stockholder's social security or federal
employer identification number, and with certain other information, on
Substitute Form W-9, which is provided under "Important Tax Information"
below, and to certify that the stockholder (or other payee) is not subject to
backup withholding. If a tendering stockholder is subject to backup
withholding, he or she must cross out item (2) of the Certification Box on
Substitute Form W-9 before signing such Form. Failure to provide the
information on the Substitute Form W-9 may subject the tendering stockholder
(or other payee) to a $50 penalty imposed by the Internal Revenue Service and
to 31% federal income tax withholding on the payment of the purchase price. If
the tendering stockholder has not been issued a TIN and has applied for a
number or intends to apply for a number in the near future, he or she should
write "Applied For" in the space provided for the TIN in Part I, sign and date
the Substitute Form W-9 and sign and date the Certificate of Awaiting Taxpayer
Identification Number. If "Applied For" is written in Part I and the
Depositary is not provided with a TIN by the time of payment, the Depositary
will withhold 31% of all such payments for surrendered Shares thereafter until
a TIN is provided to the Depositary.
10. LOST OR DESTROYED CERTIFICATES. If any certificate(s) representing
Shares has been lost or destroyed, the stockholder should check the
appropriate box on the front of this revised Letter of Transmittal. The
Company's stock transfer agent will then instruct such stockholder as to the
procedure to be followed in order to replace the certificate(s). The
stockholder will have to post a surety bond of approximately 2% of the current
market value of the stock. This revised Letter of Transmittal and related
documents cannot be processed until procedures for replacing lost or destroyed
certificates have been followed.
11. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions and requests for
assistance or additional copies of the Offer to Purchase, the Supplement, this
revised Letter of Transmittal, the revised Notice of Guaranteed Delivery and
the Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9 may be directed to the Information Agent or the Dealer
Manager at their respective locations set forth below.
IMPORTANT: THIS REVISED LETTER OF TRANSMITTAL (OR A FACSIMILE COPY THEREOF)
OR THE ORIGINAL LETTER OF TRANSMITTAL (OR A FACSIMILE COPY THEREOF) TOGETHER
WITH CERTIFICATES OR A BOOK-ENTRY CONFIRMATION FOR SHARES AND ALL OTHER
REQUIRED DOCUMENTS MUST BE RECEIVED BY THE DEPOSITARY, OR THE REVISED NOTICE
OF GUARANTEED DELIVERY (OR A FACSIMILE COPY THEREOF) OR THE ORIGINAL NOTICE OF
GUARANTEED DELIVERY (OR A FACSIMILE COPY THEREOF) MUST BE RECEIVED BY THE
DEPOSITARY, ON OR PRIOR TO THE EXPIRATION DATE.
IMPORTANT TAX INFORMATION
Under federal income tax law, a stockholder surrendering Shares must provide
the Depositary with his correct TIN on Substitute Form W-9 on this revised
Letter of Transmittal. If the stockholder is an individual, his TIN is his
social security number. If the correct TIN is not provided, the stockholder
may be subject to a $50 penalty imposed by the Internal Revenue Service and
payments made in exchange for the surrendered Shares may be subject to backup
withholding of 31%.
Certain persons (including, among others, all corporations and certain
foreign individuals and entities) are not subject to backup withholding and
reporting requirements. In order for an exempt foreign stockholder to avoid
backup withholding, that person should complete, sign and submit a Form W-8,
Certificate of Foreign Status, signed under penalties of perjury, attesting to
his exempt status. A Form W-8 can be obtained from the Depositary. Exempt
stockholders, other than foreign stockholders, should furnish their TIN, write
"Exempt" on the face of the Substitute Form W-9 and sign, date and return the
Substitute Form W-9 to the Depositary. See the enclosed "Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9" for
additional instructions.
If federal income tax backup withholding applies, the Depositary is required
to withhold 31% of any payment made to payee. Backup withholding is not an
additional tax. Rather, the federal income tax liability of persons subject to
backup withholding will be reduced by the amount of tax withheld. If backup
withholding results in an overpayment of taxes, a refund may be obtained from
the Internal Revenue Service.
<PAGE>
PURPOSE OF SUBSTITUTE FORM W-9
To prevent Federal income tax backup withholding on payments that are made
to a stockholder with respect to Shares purchased pursuant to the Offer, the
stockholder is required to notify the Depositary of his or her correct TIN (or
the TIN of any other payee) by completing the Substitute Form W-9 included in
this revised Letter of Transmittal certifying (1) that the TIN provided on the
Substitute Form W-9 is correct (or that such payee is awaiting a TIN) and that
(2) the stockholder is not subject to backup withholding because (i) the
stockholder has not been notified by the Internal Revenue Service that the
stockholder is subject to federal income tax backup withholding as a result of
a failure to report all interest and dividends or (ii) the Internal Revenue
Service has notified the stockholder that the stockholder is no longer subject
to federal income tax backup withholding.
WHAT NUMBER TO GIVE THE DEPOSITARY
The stockholder is required to give the Depositary the TIN, generally the
social security number or employer identification number of the record owner
of the Shares. If the Shares are in more than one name or are not in the name
of the actual owner, consult the enclosed Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9 for additional guidance
on which number to report. If the tendering stockholder has not been issued a
TIN and has applied for a number or intends to apply for a number in the near
future, he or she should write "Applied For" in the space provided for the TIN
in Part I, sign and date the Substitute Form W-9 and sign and date the
Certificate of Awaiting Taxpayer Identification Number, which appears in a
separate box below the Substitute Form W-9. If "Applied For" is written in
Part I and the Depositary is not provided with a TIN within 60 days, the
Depositary will withhold 31% of all payments of the purchase price until a TIN
is provided to the Depositary.
<PAGE>
SUBSTITUTE PART I--PLEASE PROVIDE ________________________
FORM W-9 YOUR CORRECT TIN IN THE Social Security Number
BOX AT RIGHT AND CERTIFY
BY SIGNING AND DATING
BELOW:
DEPARTMENT OF THE TREASURY
INTERNAL REVENUE SERVICE OR ______________________
Employer Identification
No.
Payor's Request for
Taxpayer (If Awaiting TIN write
Identification Number (TIN) "Applied for")
-------------------------------------------------------
PART II--For Payees NOT subject to backup
withholding, see the enclosed Guidelines for
Certification of Taxpayer Identification Number on
Substitute Form W-9 and complete as instructed
therein.
- --------------------------------------------------------------------------------
CERTIFICATION--Under the penalties of perjury, I certify that:
(1) The number shown on this form is my correct taxpayer identification
number (or I am waiting for a number to be issued to me), and
(2) I am not subject to backup withholding because either (a) I am exempt
from backup withholding, (b) I have not been notified by the Internal
Revenue Service ("IRS") that I am subject to backup withholding as a
result of a failure to report all interest or dividends, or (c) the IRS
has notified me that I am no longer subject to backup withholding.
CERTIFICATION INSTRUCTIONS--You must cross out item (2) above if you have
been notified by the IRS that you are subject to backup withholding because
of underreporting interest or dividends on your tax return. However, if after
being notified by the IRS that you were subject to backup withholding you
received another notification from the IRS that you are no longer subject to
backup withholding, do not cross out item (2). (Also see instructions in the
enclosed guidelines.) THE INTERNAL REVENUE SERVICE DOES NOT REQUIRE YOUR
CONSENT TO ANY PROVISION OF THIS DOCUMENT OTHER THAN THE CERTIFICATES
REQUIRED TO AVOID BACKUP WITHHOLDING.
- --------------------------------------------------------------------------------
SIGNATURE _______________________________________________ DATE _______________
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN A $50 PENALTY
IMPOSED BY THE INTERNAL REVENUE SERVICE AND IN BACKUP WITHHOLDING OF 31%
OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE
ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON
SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU
WROTE "APPLIED FOR" IN PART I OF SUBSTITUTE FORM W-9.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification
number has not been issued to me, and either (a) I have mailed or delivered
an application to receive a taxpayer identification number to the
appropriate Internal Revenue Service Center or Social Security
Administration Office or (b) I intend to mail or deliver an application in
the near future. I understand that if I do not provide a taxpayer
identification number within sixty (60) days, 31% of all reportable
payments made to me thereafter will be withheld until I provide a number.
------------------------------------ ------------------------------------
SIGNATURE DATE
<PAGE>
Questions and requests for assistance or additional copies of the Offer to
Purchase, the Supplement, this revised Letter of Transmittal and other tender
offer materials may be directed to the Information Agent or the Dealer Manager
as set forth below:
The Information Agent for the Offer is:
[LOGO OF GEORGESON & COMPANY INC.]
Wall Street Plaza
New York, New York 10005
Banks and Brokers Call Collect: (212) 440-9800
Call Toll Free: (800) 223-2064
The Dealer Manager for the Offer is:
BEAR, STEARNS & CO. INC.
245 Park Avenue
New York, New York 10167
Call Toll Free: (888) 308-6708
<PAGE>
GREAT UNIVERSAL ACQUISITION CORP.
AN INDIRECT WHOLLY-OWNED SUBSIDIARY
OF
THE GREAT UNIVERSAL STORES P.L.C.
HAS INCREASED THE PRICE OF ITS
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED PREFERRED SHARE PURCHASE RIGHTS)
OF
METROMAIL CORPORATION
TO
$34.50 NET PER SHARE
(SUBJECT TO CONDITION DESCRIBED BELOW)
THE OFFER HAS NOT BEEN EXTENDED. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE
AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON FRIDAY, APRIL 10, 1998, UNLESS THE
OFFER IS EXTENDED.
To Brokers, Dealers, Banks, Trust March 30, 1998
Companies and Other Nominees:
We have been engaged by Great Universal Acquisition Corp., a Delaware
corporation (the "Purchaser"), which is an indirect wholly-owned subsidiary of
The Great Universal Stores P.L.C., a corporation organized under the laws of
the England ("Parent"), to act as Dealer Manager in connection with the
Purchaser's offer to purchase all 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, without interest thereon, upon the terms and subject to
the conditions set forth in the Purchaser's Offer to Purchase dated March 16,
1998 (the "Offer to Purchase"), as amended and supplemented by the Supplement
thereto dated March 30, 1998 (the "Supplement"), and in the related revised
Letter of Transmittal (which, together with any amendments or supplements
thereto, collectively constitute the "Offer"). Please furnish copies of the
enclosed materials to those of your clients for whom you hold Shares
registered in your name or in the name of your nominee.
Enclosed herewith are copies of the following documents:
1. The Supplement dated March 30, 1998;
2. The revised Letter of Transmittal to be used by stockholders of the
Company in accepting the Offer;
3. A printed form of letter that may be sent to your clients for whose
account you hold Shares in your name or in the name of a nominee, with
space provided for obtaining such clients' instructions with regard to
the Offer;
4. The revised Notice of Guaranteed Delivery; and
5. Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
The Offer is conditioned upon, among other things, there having been validly
tendered and not withdrawn prior to the Expiration Date (as defined in the
Offer to Purchase) that number of Shares that, when added to any Shares
acquired pursuant to the Stock Purchase Agreements (as defined in the Offer to
Purchase) simultaneously with the acceptance of Shares for payment pursuant to
the Offer, represent at least a majority of all outstanding Shares on a fully
diluted basis on the date of purchase.
<PAGE>
Upon the terms and subject to the conditions of the Offer (including, if the
Offer is extended or amended, the terms and conditions of any such extension
or amendment), the Purchaser will accept for payment and will pay promptly
after the Expiration Date (as defined in the Offer to Purchase) for all shares
validly tendered prior to the Expiration Date and not properly withdrawn as,
if and when the Purchaser gives oral or written notice to the Depositary of
the Purchaser's acceptance of such Shares. Payment for Shares accepted for
payment pursuant to the Offer will be made only after timely receipt by the
Depositary of (i) certificates for such Shares (or a timely Book-Entry
Confirmation (as defined in the Offer to Purchase) with respect thereto), (ii)
a Letter of Transmittal (either the original Letter of Transmittal previously
circulated with the Offer to Purchase or the revised Letter of Transmittal
circulated with the Supplement may be used), or a facsimile thereof, properly
completed and duly executed, with any required signature guarantees, or, in
the case of a book-entry transfer, an Agent's Message (as defined in the Offer
to Purchase), and (iii) any other documents required by the revised Letter of
Transmittal.
If holders of Shares wish to tender their Shares, but it is impracticable
for them to deliver their certificates on or prior to the Expiration Date or
to comply with the book-entry transfer procedures on a timely basis, a tender
may be effected by following the guaranteed delivery procedures specified in
Section 2 of the Offer to Purchase. Stockholders desiring to tender pursuant
to the procedure for guaranteed delivery described in Section 2 of the Offer
to Purchase may use the original Notice of Guaranteed Delivery previously
circulated with the Offer to Purchase or the revised Notice of Guaranteed
Delivery circulated with the Supplement.
YOUR PROMPT ACTION IS REQUESTED. WE URGE YOU TO CONTACT YOUR CLIENTS
PROMPTLY. PLEASE NOTE THAT THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT
12:00 MIDNIGHT, NEW YORK CITY TIME, ON FRIDAY, APRIL 10, 1998, UNLESS
EXTENDED.
Neither the Purchaser nor Parent will pay any fees or commissions to any
broker or dealer or other person (other than the Dealer Manager and
Information Agent as described in the Offer to Purchase) in connection with
the solicitation of tenders of Shares pursuant to the Offer. The Purchaser
will, however, upon request, reimburse brokers, dealers, commercial banks and
trust companies for reasonable and necessary costs and expenses incurred by
them in forwarding materials to their customers. The Purchaser will pay all
stock transfer taxes applicable to its purchase of Shares pursuant to the
Offer, subject to Instruction 6 of the revised Letter of Transmittal.
Additional copies of the enclosed materials may be obtained by contacting
the Dealer Manager or the Information Agent at their respective addresses and
telephone numbers set forth on the back cover of the enclosed Supplement.
Very truly yours,
BEAR, STEARNS & CO. INC.
as Dealer Manager
245 Park Avenue
New York, New York 10167
Call Toll Free: (888) 308-6708
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL RENDER YOU
OR ANY OTHER PERSON THE AGENT OF THE PURCHASER, PARENT, THE DEPOSITARY,
THE INFORMATION AGENT OR THE DEALER MANAGER OR AUTHORIZE YOU OR ANY OTHER
PERSON TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATION ON BEHALF OF ANY
OF THEM WITH RESPECT TO THE OFFER NOT CONTAINED IN THE OFFER TO PURCHASE,
THE SUPPLEMENT OR THE REVISED LETTER OF TRANSMITTAL.
<PAGE>
GREAT UNIVERSAL ACQUISITION CORP.
AN INDIRECT WHOLLY-OWNED SUBSIDIARY
OF
THE GREAT UNIVERSAL STORES P.L.C.
HAS INCREASED THE PRICE OF ITS
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED PREFERRED SHARE PURCHASE RIGHTS)
OF
METROMAIL CORPORATION
TO
$34.50 NET PER SHARE
(SUBJECT TO CONDITION DESCRIBED BELOW)
THE OFFER HAS NOT BEEN EXTENDED. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE
AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON FRIDAY, APRIL 10, 1998, UNLESS THE
OFFER IS EXTENDED.
To Our Clients: March 30, 1998
Enclosed for your consideration is the Supplement dated March 30, 1998 (the
"Supplement") to the Offer to Purchase dated March 16, 1998 (the "Offer to
Purchase") and the related revised Letter of Transmittal (which, together with
any amendments or supplements thereto, collectively constitute the "Offer")
relating to the Offer by Great Universal Acquisition Corp., a Delaware
corporation (the "Purchaser"), which is an indirect wholly-owned subsidiary of
The Great Universal Stores P.L.C., a corporation organized under the laws of
England ("Parent"), to purchase for cash all 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"). We are the holder of record of Shares held by us for your account.
A TENDER OF SUCH SHARES CAN BE MADE ONLY BY US AS THE HOLDER OF RECORD AND
PURSUANT TO YOUR INSTRUCTIONS. THE REVISED LETTER OF TRANSMITTAL IS FURNISHED
TO YOU FOR YOUR INFORMATION ONLY AND CANNOT BE USED TO TENDER SHARES HELD BY
US FOR YOUR ACCOUNT.
Accordingly, we request your instructions as to whether you wish to tender
any of or all of the Shares held by us for your account upon the terms and
subject to the conditions set forth in the Offer.
Your attention is directed to the following:
1. The offer price is $34.50 per Share ($31.50 per Share if the Merger
Agreement and the Stock Purchase Agreements do not continue in full
force and effect in accordance with their terms), net to the seller in
cash, without interest thereon.
2. The Offer is being made for all outstanding Shares.
3. THE BOARD OF DIRECTORS OF THE COMPANY HAS UNANIMOUSLY APPROVED THE OFFER
AND THE MERGER AND DETERMINED THAT TERMS OF THE OFFER AND THE MERGER ARE
FAIR TO, AND IN THE BEST INTERESTS OF, THE STOCKHOLDERS OF THE COMPANY
AND UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS ACCEPT THE OFFER AND TENDER
THEIR SHARES.
4. The Offer and withdrawal rights expire at 12:00 midnight, New York City
time, on Friday, April 10, 1998, unless extended.
<PAGE>
5. The Offer is conditioned upon, among other things, there being validly
tendered and not withdrawn prior to the Expiration Date (as defined in
the Offer to Purchase) that number of Shares that, when added to any
Shares acquired pursuant to the Stock Purchase Agreements simultaneously
with the acceptance of Shares for payment pursuant to the Offer,
represent at least a majority of the Shares outstanding on a fully-
diluted basis on the date of purchase.
6. Any stock transfer taxes applicable to a sale of Shares to the Purchaser
pursuant to the Offer will be borne by the Purchaser, except as
otherwise provided in Instruction 6 of the revised Letter of
Transmittal.
Your instructions to us should be forwarded promptly to permit us to submit
a tender on your behalf prior to the expiration of the Offer. If you wish to
have us tender any of or all of the Shares held by us for your account, please
so instruct us by completing, executing and returning to us the instruction
form set forth on the reverse side of this letter. An envelope to return your
instructions to us is enclosed. If you authorize the tender of your Shares,
all such Shares will be tendered unless otherwise specified on the reverse
side of this letter. Your instructions should be forwarded to us in ample time
to permit us to submit a tender on your behalf prior to the expiration of the
Offer.
The Offer is made solely by the Offer to Purchase, the Supplement and the
related revised Letter of Transmittal. The Offer is not being made to, nor
will tenders be accepted from, or on behalf of, holders of Shares in any
jurisdiction in which the making or acceptance of the Offer would not be in
compliance with the laws of such jurisdiction. If the securities laws of any
jurisdiction require the Offer to be made by a licensed broker or dealer, the
Offer shall be deemed to be made on behalf of the Purchaser by the Dealer
Manager or one or more registered brokers or dealers licensed under the law of
such jurisdiction.
<PAGE>
INSTRUCTIONS WITH RESPECT TO THE
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED PREFERRED SHARE PURCHASE RIGHTS)
OF
METROMAIL CORPORATION
The undersigned acknowledge(s) receipt of your letter, the Offer to Purchase
dated March 16, 1998, as amended and supplemented by the enclosed Supplement
thereto dated March 30, 1998 (the "Supplement"), and the related revised
Letter of Transmittal, in connection with the offer by Great Universal
Acquisition Corp., a Delaware corporation and an indirect wholly-owned
subsidiary of The Great Universal Stores P.L.C., a corporation organized under
the laws of England, to purchase all 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.
This will instruct you to tender the number of Shares indicated below held
by you for the account of the undersigned, upon the terms and subject to the
conditions set forth in such Offer to Purchase, Supplement and related revised
Letter of Transmittal.
Dated: , 1998
NUMBER OF SHARES TO BE TENDERED*
SHARES
I (we) understand that if I (we) sign this instruction form without
indicating a lesser number of Shares in the space above, all Shares held by
you for my (our) account will be tendered.
----------------------------------------------
Signature(s)
----------------------------------------------
----------------------------------------------
Print Name(s)
----------------------------------------------
----------------------------------------------
Print Address(es)
----------------------------------------------
Area Code and Telephone Number
----------------------------------------------
Tax ID or Social Security Number
- --------
* Unless otherwise indicated, it will be assumed that all Shares held by your
firm for my (our) account are to be tendered.
<PAGE>
NOTICE OF GUARANTEED DELIVERY
FOR
TENDER OF SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED PREFERRED SHARE PURCHASE RIGHTS)
OF
METROMAIL CORPORATION
As set forth in Section 2 of the Offer to Purchase (as defined below), this
form or one substantially equivalent hereto must be used to accept the Offer
(as defined below) if certificates for 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"),
are not immediately available, or if the procedure for book-entry transfer
cannot be completed on a timely basis or time will not permit all required
documents to reach the Depositary at the address set forth below prior to the
Expiration Date (as defined in the Offer to Purchase). This form may be
delivered by hand to the Depositary or transmitted by telegram, facsimile
transmission or mail to the Depositary and must include a guarantee by an
Eligible Institution (as defined in the Offer to Purchase). See Section 2 of
the Offer to Purchase dated March 16, 1998 (the "Offer to Purchase"), as
amended and supplemented by the Supplement thereto dated March 30, 1998 (the
"Supplement").
The Depositary for the Offer is:
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
By Mail: By Hand Delivery: By Overnight Delivery:
ChaseMellon Shareholder ChaseMellon Shareholder ChaseMellon Shareholder
Services, L.L.C. Services, L.L.C. Services, L.L.C.
Reorganization Reorganization Reorganization
Department Department Department
P.O. Box 3301 120 Broadway, 13th Floor 85 Challenger Road--Mail
South Hackensack, NJ New York, NY 10271 Drop-Reorg
07606
By Facsimile Transmission: Ridgefield, NJ 07660
(201) 329-8936
Confirm Receipt of Facsimile by Telephone:
(201) 296-4860
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS, OR TRANSMISSION OF INSTRUCTIONS
VIA A FACSIMILE NUMBER, OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A
VALID DELIVERY.
This form is not to be used to guarantee signatures. If a signature on a
Letter of Transmittal is required to be guaranteed by an Eligible Institution
under the instructions thereto, such signature guarantee must appear in the
applicable space provided in the signature box on the Letter of Transmittal.
<PAGE>
LADIES AND GENTLEMEN:
The undersigned hereby tenders to Great Universal Acquisition Corp., a
Delaware corporation (the "Purchaser"), which is an indirect wholly owned
subsidiary of The Great Universal Stores P.L.C., a corporation organized under
the laws of England, upon the terms and subject to the conditions set forth in
the Purchaser's Offer to Purchase, as amended and supplemented by the
Supplement, and the related revised Letter of Transmittal, receipt of which is
hereby acknowledged, the number of Shares (as such term is defined in the
Offer to Purchase) set forth below, all pursuant to the guaranteed delivery
procedures set forth in Section 2 of the Offer to Purchase, as amended and
supplemented by the Supplement.
Number of Shares: _________________
Certificate Nos. (if available):
-----------------------------------
-----------------------------------
(Check one box if Shares will be
tendered by book-entry transfer)
[_] The Depository Trust Company
[_] Philadelphia Depository Trust
Company
Account Number: ___________________
Dated: ______________________ ,1998
Name(s) of Record Holder(s):
-----------------------------------
-----------------------------------
Please Print
Address(es): ______________________
---------------------------
Zip Code
Area Code and Tel. No.:
-----------------------------------
-----------------------------------
Signature(s)
Dated: ______________________ ,1998
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a participant in the Security Transfer Agent's Medallion
Program, the New York Stock Exchange Medallion Signature Guarantee Program or
the Stock Exchange Medallion Program, hereby guarantees to deliver to the
Depositary either the certificates representing the Shares tendered hereby, in
proper form for transfer, or a Book-Entry Confirmation with respect to such
Shares, in any such case together with a properly completed and duly executed
Letter of Transmittal (or facsimile thereof), with any required signature
guarantees, or an Agent's Message, and any other required documents within
three trading days (as defined in the Offer to Purchase) after the date
hereof.
The Eligible Institution that completes this form must communicate the
guarantee to the Depositary and must deliver the Letter of Transmittal and
certificates for Shares to the Depositary within the time period shown herein.
Failure to do so could result in a financial loss to such Eligible
Institution. All capitalized terms used herein have the meanings set forth in
the Offer to Purchase, as amended and supplemented by the Supplement.
Name of Firm: ______________________ ____________________________________
Authorized Signature
Address: ___________________________ Name: ______________________________
Please Print
------------------------------
Zip Code
Area Code and Tel. No.: ____________ Title: _____________________________
NOTE: DO NOT SEND CERTIFICATES FOR SHARES WITH THIS NOTICE. CERTIFICATES FOR
SHARES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.
Dated: ______________________ , 1998
<PAGE>
EXHIBIT (A)(19)
This announcement is neither an offer to purchase nor a solicitation of an offer
to sell Shares (as defined below). The Offer is made solely by the Offer to
Purchase dated March 16, 1998, the Supplement to the Offer to Purchase dated
March 30, 1998 and the related revised Letter of Transmittal and is being made
to all holders of Shares. The Offer is not being made to (nor will tenders be
accepted from or on behalf of) holders of Shares in any jurisdiction in which
the making of the Offer or the acceptance thereof would not be in compliance
with the laws of such jurisdiction or any administrative or judicial action
pursuant thereto. In any jurisdiction where securities, blue sky or other laws
require the Offer to be made by a licensed broker or dealer, the Offer shall be
deemed to be made on behalf of Great Universal Acquisition Corp. by Bear,
Stearns & Co. Inc. or one or more registered brokers or dealers licensed under
the laws of such jurisdiction.
Great Universal Acquisition Corp.
an indirect wholly-owned subsidiary of
The Great Universal Stores P.L.C.
Has Increased the Price of its Offer to Purchase for Cash
All Outstanding Shares of Common Stock
(Including the Associated Preferred Share Purchase Rights)
of
Metromail Corporation
to
$34.50 Net Per Share
(Subject to Condition Described Below)
Great Universal Acquisition Corp., a Delaware corporation (the
"Purchaser"), which is an indirect wholly-owned subsidiary of The Great
Universal Stores P.L.C., a corporation organized under the laws of England
("Parent"), is offering to purchase all 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
a price of $34.50 per Share ($31.50 per Share if the Merger Agreement and the
Stock Purchase Agreements, as such terms are defined below, do not continue in
full force and effect in accordance with their terms), net to the seller in
cash, without interest thereon, upon the terms and subject to the conditions set
forth in the Offer to Purchase dated March 16, 1998 (the "Offer to Purchase"),
the Supplement to the Offer to Purchase, dated March 30, 1998 (the "Supplement")
and in the related revised Letter of Transmittal (which, together with any
amendments or supplements thereto, collectively constitute the "Offer").
- --------------------------------------------------------------------------------
THE OFFER HAS NOT BEEN EXTENDED. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE
AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON FRIDAY, APRIL 10, 1998, UNLESS THE
OFFER IS EXTENDED.
- --------------------------------------------------------------------------------
The Offer is conditioned upon, among other things, (i) there having been
validly tendered and not withdrawn prior to the expiration of the Offer a number
of Shares which, when added to any Shares acquired pursuant to the Stock
Purchase Agreements (as defined in the Offer to Purchase) simultaneously with
the acceptance of Shares for payment pursuant to the Offer, represents a
majority of all outstanding Shares on a fully-diluted basis and (ii) the
expiration or termination of any applicable waiting period under the Hart-Scott-
Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"). The
waiting period under the HSR Act with respect to the Offer expired at 11:59
p.m., New York City time, on March 28, 1998. The Offer is also subject to other
terms and conditions.
<PAGE>
The Offer is being made pursuant to an Agreement and Plan of Merger, dated
as of March 12, 1998 (as modified by the letter of Parent described below, the
"Merger Agreement"), by and among Parent, the Purchaser and the Company. By
letter dated March 26, 1998, Parent, among other things, exercised its right
under such Merger Agreement to increase the per Share cash consideration from
$31.50 to $34.50 per share, upon the terms and subject to the conditions set
forth in such Merger Agreement, provided that such Merger Agreement and the
Stock Purchase Agreements continue in full force and effect in accordance with
their terms. Parent will promptly issue a press release if at any time prior to
the Expiration Date any provision of the Merger Agreement or any Stock Purchase
Agreement does not continue to be in full force and effect in accordance with
its terms. The Merger Agreement provides that, following the consummation of
the Offer, the Purchaser will be merged with and into the Company (the "Merger")
and each outstanding Share (other than Shares held by the Company, Parent, the
Purchaser or any other wholly-owned subsidiary of Parent, and Shares held by
stockholders who perfect dissenters' rights under Delaware law) will be
converted into the right to receive $34.50 per Share ($31.50 per Share if the
Merger Agreement and the Stock Purchase Agreements do not continue in full force
and effect in accordance with their terms) in cash, without interest thereon, or
any higher price paid in the Offer (the "Offer Price"). The Company has amended
the Rights Agreement dated as of February 24, 1997, between the Company and
American Stock Transfer & Trust Company, as Rights Agent, make the Rights
Agreement inapplicable to Parent, Purchaser, and their respective affiliates and
associates in connection with the transactions contemplated by the Merger
Agreement and the Stock Purchase Agreements.
In connection with the Merger Agreement, Parent entered into Stock Purchase
Agreements with certain stockholders of the Company (R.R. Donnelley & Sons
Company and certain members of the Company's management) who collectively own
approximately 40.4% of the outstanding Shares, pursuant to which such
stockholders agreed, among other things, to sell their shares to Parent at the
Offer Price. Parent also entered into an agreement to purchase from the Company
previously unissued Shares at the Offer Price in an amount that, together with
Shares owned by Parent and its affiliates immediately after the Offer and the
acquisition of Shares pursuant to such stockholder agreements, represents 51% of
the outstanding Shares on a fully-diluted basis. These agreements are subject to
certain conditions and termination rights which generally expire at 11:59 p.m.,
Chicago time, on March 30, 1998.
THE BOARD OF DIRECTORS OF THE COMPANY HAS UNANIMOUSLY APPROVED THE OFFER
AND THE MERGER AND DETERMINED THAT THE TERMS OF THE OFFER AND THE MERGER ARE
FAIR TO, AND IN THE BEST INTERESTS OF, THE STOCKHOLDERS OF THE COMPANY AND
UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS OF THE COMPANY ACCEPT THE OFFER AND
TENDER THEIR SHARES.
For purposes of the Offer, the Purchaser will be deemed to have accepted
for payment, and thereby purchased, Shares properly tendered to the Purchaser
and not withdrawn as, if and when the Purchaser gives oral or written notice to
ChaseMellon Shareholder Services, L.L.C. (the "Depositary"), of the Purchaser's
acceptance for payment of such Shares. Upon the terms and subject to the
conditions of the Offer, payment for Shares accepted for payment pursuant to the
Offer will be made by deposit of the purchase price therefor with the
Depositary, which will act as agent for tendering stockholders for the purpose
of receiving payment from the Purchaser and transmitting payment to tendering
stockholders. In all cases, payment for Shares accepted for payment pursuant to
the Offer will be made only after timely receipt by the Depositary of (i)
certificates for (or a timely Book-Entry Confirmation (as defined in the Offer
to Purchase) with respect to) such Shares, (ii) a Letter of Transmittal (either
the original Letter of Transmittal previously circulated with the Offer to
Purchase or the revised Letter of Transmittal circulated with the Supplement may
be used), or facsimile thereof, properly completed and duly executed, with any
required signature guarantees, or, in the case of a book-entry transfer, an
Agent's Message (as defined in the Offer to Purchase), and (iii) any other
documents required by the revised Letter of Transmittal. Under no circumstances
will interest be paid on the purchase price of the Shares, regardless of any
extension of the Offer or any delay in making such payment.
Except as otherwise provided below, tenders of Shares are irrevocable.
Shares tendered pursuant to the Offer may be withdrawn at any time prior to the
Expiration Date and, unless theretofore accepted for payment and paid for by the
Purchaser pursuant to the Offer, may also be withdrawn at any time after
Thursday, May 14, 1998. For a withdrawal to be effective, a written, telegraphic
or facsimile transmission notice of withdrawal must be timely received by the
Depositary at one of its addresses as set forth in the Offer to Purchase and the
Supplement and must specify the name of the person having tendered the Shares to
be withdrawn, the number of Shares to be withdrawn and the name of the
registered holder of the Shares to be withdrawn, if different from the name of
the person who tendered the Shares. If certificates
<PAGE>
for Shares have been delivered or otherwise identified to the Depositary, then,
prior to the physical release of such certificates, the serial numbers shown on
such certificates must be submitted to the Depositary and, unless such Shares
have been tendered by an Eligible Institution (as defined in Section 2 of the
Offer to Purchase), the signatures on the notice of withdrawal must be
guaranteed by an Eligible Institution. If Shares have been delivered pursuant to
the procedure for book-entry transfer as set forth in Section 2 of the Offer to
Purchase, any notice of withdrawal must also specify the name and number of the
account at the appropriate Book-Entry Transfer Facility (as defined in the Offer
to Purchase) to be credited with the withdrawn Shares and otherwise comply with
such Book-Entry Transfer Facility's procedures. Withdrawals of tenders of Shares
may not be rescinded, and any Shares properly withdrawn will thereafter be
deemed not validly tendered for any purposes of the Offer. However, withdrawn
Shares may be retendered by again following one of the procedures described in
Section 2 of the Offer to Purchase at any time prior to the Expiration Date. All
questions as to the form and validity (including time of receipt of notices of
withdrawal will be determined by the Purchaser in its sole discretion, which
determination will be final and binding.
Subject to the terms of the Merger Agreement, the Purchaser expressly
reserves the right, in its sole discretion, at any time or from time to time, to
extend the period of time during which the Offer is open by giving oral or
written notice of such extension to the Depositary.
STOCKHOLDERS WHO HAVE PREVIOUSLY VALIDLY TENDERED AND NOT PROPERLY
WITHDRAWN THEIR SHARES PURSUANT TO THE OFFER ARE NOT REQUIRED TO TAKE ANY
FURTHER ACTION TO RECEIVE, SUBJECT TO THE CONDITIONS OF THE OFFER, THE INCREASED
OFFER PRICE OF $34.50 PER SHARE (PROVIDED THAT THE MERGER AGREEMENT AND THE
STOCK PURCHASE AGREEMENTS CONTINUE IN FULL FORCE AND EFFECT IN ACCORDANCE WITH
THEIR TERMS) IF SHARES ARE ACCEPTED FOR PAYMENT AND PAID FOR PURSUANT TO THE
OFFER, EXCEPT AS MAY BE REQUIRED BY THE GUARANTEED DELIVERY PROCEDURE DESCRIBED
IN SECTION 2 OF THE OFFER TO PURCHASE, IF SUCH PROCEDURE WAS UTILIZED.
The information required to be disclosed by paragraph (e)(1)(vii) of Rule
14d-6 under the Securities Exchange Act of 1934, as amended, is contained in the
Offer to Purchase and the Supplement and is incorporated herein by reference.
The Company has supplied to the Purchaser the Company's stockholder lists
and security position listings for the purpose of disseminating the Offer to
holders of Shares. The Supplement, the related revised Letter of Transmittal and
other relevant materials will be mailed to record holders of Shares, and will be
furnished to brokers, dealers, banks, trust companies and similar persons whose
names, or the names of whose nominees, appear on the stockholder lists, or, if
applicable, who are listed as participants in a clearing agency's security
position listing, for subsequent transmittal to beneficial owners of Shares.
The Offer to Purchase, the Supplement, and the revised Letter of
Transmittal contain important information that should be read before any
decision is made with respect to the Offer.
<PAGE>
Questions and requests for assistance or for copies of the Offer to
Purchase, the Supplement, the revised Letter of Transmittal and other tender
offer documents may be directed to the Information Agent or the Dealer Manager,
as set forth below, and copies will be furnished at the Purchaser's expense. No
fees or commissions will be paid by Parent or the Purchaser to brokers, dealers
or other persons other than the Dealer Manager and the Information Agent for
soliciting tenders of Shares pursuant to the Offer.
The Information Agent for the Offer is:
[Georgeson & Company Inc. Logo]
Wall Street Plaza
New York, New York 10005
Banks and Brokers call collect (212) 440-9800
All others call toll free: (800) 223-2064
The Dealer Manager for the Offer is:
Bear, Stearns & Co. Inc.
245 Park Avenue
New York, New York 10167
Call Toll Free: (888) 308-6708
March 30, 1998
<PAGE>
Exhibit (a)(20)
FOR IMMEDIATE RELEASE
GREAT UNIVERSAL STORES ANNOUNCES INCREASED PRICE OF
$34.50 PER SHARE IN CASH UNDER METROMAIL MERGER AGREEMENT
London, England March 27, 1998 -- The Great Universal Stores P.L.C. (GUS)
today announced that it has exercised its right under the Merger Agreement dated
March 12, 1998 with Metromail Corporation (NYSE: ML) to increase the cash
purchase price of GUS's tender offer for all the outstanding shares of Metromail
common stock, including the associated preferred stock purchase rights, from
$31.50 to $34.50 per share, upon the terms and subject to the conditions set
forth in the Merger Agreement. The increased purchase price is conditioned upon
the Merger Agreement and the Stock Purchase Agreements of GUS with R.R.
Donnelley & Sons Company and certain members of Metromail management continuing
in full force and effect in accordance with their terms. The tender offer has
not been extended. Accordingly, the tender offer and withdrawal rights will
expire at midnight, New York City time, on April 10, 1998, unless the tender
offer is extended. Metromail stockholders will receive amended tender offer
materials shortly.
In connection with its increase in price, GUS also consented to Metromail's
waiving the provisions of the standstill agreement between Metromail and
American Business Information ("ABI") in order to permit negotiations between
ABI and Metromail, subject to the terms of the Merger Agreement.
GUS is a United Kingdom-based holding company of a group of companies
involved in home shopping, Burberry's products and retailing, 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.
<PAGE>
Exhibit (a)(21)
FOR IMMEDIATE RELEASE
THE GREAT UNIVERSAL STORES P.L.C.
- --------------------------------------------------------------------------------
30 March, 1998
THE GREAT UNIVERSAL STORES P.L.C.
PROPOSED METROMAIL ACQUISITION
HART-SCOTT-RODINO CLEARANCE AND DEADLINE AGREEMENT
The Great Universal Stores P.L.C. ("GUS") announces today that:
. it has received Hart-Scott-Rodino clearance to complete its proposed
acquisition of Metromail.
. it has entered into an agreement with Metromail whereby Metromail agrees to
make a final decision on the competing bids from GUS and American Business
Information ("ABI") by 8pm Chicago time on 30 March 1998.
. should Metromail accept a proposal from ABI, GUS reserves all rights and
remedies under the terms of the original merger agreement.
On 27 March, 1998 GUS announced that it had increased its offer for Metromail to
$34.50 per share in cash. On the same day the Delaware Court of Chancery denied
ABI's objections to the merger agreement between Metromail and GUS because it
did not believe that ABI would be able to demonstrate that Delaware law had been
violated in entering into this agreement. Further, it believed that shareholders
in Metromail could suffer irreparable harm by losing GUS' $34.50 offer if ABI's
injunction were to be granted. The Court did permit ABI to seek expedited review
of its rulings in the Delaware Supreme Court. However, the Delaware Supreme
Court does not have to grant such review.
On 29 March, 1998 Metromail announced that it had received a final offer from
ABI valuing each Metromail share at $35 in cash plus 0.2 shares of ABI common
stock. This offer is contingent on ABI's ability to finance the proposed
transaction. As requested by ABI, Metromail has granted ABI until noon Chicago
time on 30 March 1998 to supply additional information concerning its offer,
including definitive documentation, and to obtain the necessary financing
commitments.
Enquiries:
FINSBURY
Rupert Younger
James Murgatroyd
Tel: +44 171 251 3801
news release
<PAGE>
EXHIBIT (A)(22)
[SONNENSCHEIN NATH & ROSENTHAL LETTERHEAD]
March 29, 1998
VIA TELECOPY AND MESSENGER
Metromail Corporation Kirkland & Ellis
360 East 22nd Street 200 East Randolph Drive
Lombard, Illinois 60148 Chicago, Illinois 60601
Attention: General Counsel Attention: Carter W. Emerson, P.C.
Gentlemen:
On behalf of The Great Universal Stores P.L.C. ("GUS"), we again advise you
that your actions with respect to American Business Information Inc. ("ABI")
have violated, and continue to violate, the terms of the Merger Agreement dated
as of March 12, 1998 (the "Merger Agreement") between GUS and Metromail
Corporation ("Metromail").
However, GUS agrees that if (A) Metromail does not give GUS notice of its
intention to (i) withdraw or modify its approval or recommendation of GUS's
$34.50 offer pursuant to the Merger Agreement (the "Offer") or (ii) enter into
any agreement with respect to a Superior Proposal (as defined in the Merger
Agreement) prior to 8:00 p.m., Chicago time, on March 30, 1998 and (B) Metromail
agrees (by executing a copy of this letter) that Metromail cannot after 8:00
p.m., Chicago time, on March 30, 1998 terminate the Merger Agreement pursuant to
Section 8.1(c)(ii) or withdraw or modify its approval or recommendation of the
Offer or enter into any agreement with respect to any Acquisition Proposal (as
defined in the Merger Agreement), then GUS will not terminate the Merger
Agreement because of any violations of the Merger Agreement by Metromail
occurring before 8:00 p.m., Chicago time, on March 30, 1998.
If Metromail gives GUS notice of its intention to withdraw or modify its
approval or recommendation of GUS's offer pursuant to
<PAGE>
SONNENSCHEIN NATH & ROSENTHAL
Metromail Corporation
Kirkland & Ellis
March 29, 1998
Page 2
the Merger Agreement or to enter into an agreement with respect to a Superior
Proposal, GUS reserves all rights and remedies it has available to it under the
Merger Agreement or otherwise (including the right to terminate the Merger
Agreement or the right to treat such notice as ineffective).
Sincerely,
SONNENSCHEIN NATH & ROSENTHAL
By: /s/Neal Aizenstein
-------------------------
Neal Aizenstein
AGREED TO AND ACKNOWLEDGED AS
TO THE SECOND AND THIRD
PARAGRAPHS HEREOF BY:
METROMAIL CORPORATION
By: /s/Thomas Quarles
---------------------------
Its: Senior Vice President and General Counsel
---------------------------
NA:dmm:10108442
cc: John Peace
Donald G. Lubin
<PAGE>
Exhibit (c)(9)
THE GREAT UNIVERSAL STORES P.L.C.
VIA FACSIMILE AND MESSENGER
- ---------------------------
Metromail Corporation Kirkland & Ellis
360 East 22nd Street 200 East Randolph Drive
Lombard, Illinois 60148 Chicago, Illinois 60601
Attention: General Counsel Attention: Carter W. Emerson, P.C.
Gentlemen:
The Great Universal Stores P.L.C. ("GUS") exercises its right under Section
1.1 of the Merger Agreement dated March 12, 1998 (the "Merger Agreement")
between GUS and Metromail Corporation ("Metromail") to increase the price per
Share offered pursuant to the Offer to $34.50, net to the seller in cash, upon
the terms and subject to the conditions set forth in the Merger Agreement. In
view of the importance of GUS having a binding, unconditional agreement to
acquire a majority of the outstanding Shares on a fully-diluted basis by March
31, 1998 in order to achieve the desired treatment of the Merger under UK
accounting rules, this increase in the Purchase Price is conditioned upon the
Merger Agreement and the Stock Purchase Agreements continuing in full force and
effect in accordance with their terms.
In addition, pursuant to Section 6.1 of the Merger Agreement, GUS consents
to allow the Board of Directors of Metromail to waive the provisions of any
standstill agreement between Metromail and American Business Information ("ABI")
to permit the negotiation of, and agreement for, a consensual transaction
between ABI and Metromail, subject to the terms of the Merger Agreement
(including, without limitation, Section 6.8 thereof).
Capitalized terms used but not defined herein have the meanings assigned to
such terms in the Merger Agreement.
I have asked our counsel to furnish a copy of this letter to Hambrecht &
Quist and counsel to ABI.
THE GREAT UNIVERSAL STORES P.L.C.
/s/ John Peace
By: John Peace
Director
