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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1/A
(Amendment No. 6)
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
and
SCHEDULE 13D/A
(Amendment No. 6)
Under the Securities Exchange Act of 1934
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METROMAIL CORPORATION
(Name of Subject Company)
GREAT UNIVERSAL ACQUISITION CORP.
THE GREAT UNIVERSAL STORES P.L.C.
(Bidders)
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COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
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591680 103
(CUSIP Number of Class of Securities)
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John W. Peace
Executive Director and Chief Executive Officer
of Experian information services division
The Great Universal Stores P.L.C.
Leconfield House, Curzon Street
London, England W1Y7FL
(44) 171 495-0070
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Bidder)
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Copy To:
Donald G. Lubin, Esq.
Sonnenschein Nath & Rosenthal
8000 Sears Tower
Chicago, Illinois 60606
(312) 876-8000
April 2, 1998
(Date of Event Which Requires Filing of this Statement)
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CALCULATION OF FILING FEE
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Transaction
Valuation* Amount of Filing Fee
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<S> <C>
$808,605,584 $161,722
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</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: $161,722
Form or Registration No.: Schedule 14D-1 and Amendment No. 4 to Schedule
14D-1
Filing Party: Great Universal Acquisition Corp. and The Great Universal
Stores P.L.C.
Date Filed: March 16, 1998 and March 30, 1998
Page 1 of 7 Pages Exhibit Index on Page 7
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CUSIP No. 591680 103 Schedule 14D-1/A and 13D/A Page 2 of 7 Pages
This Amendment No. 6 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, Amendment No. 3 thereto filed on March 25, 1998,
Amendment No. 4 thereto filed on March 30, 1998, and Amendment No. 5 thereto
filed on March 31, 1998 (as so amended, the "Schedule 14D-1") by The Great
Universal Stores P.L.C., a corporation organized under the laws of England, and
its wholly-owned subsidiary, Great Universal Acquisition Corp., a Delaware
corporation (the "Purchaser"), relating to the Purchaser's tender offer for all
of the outstanding shares of Common Stock, par value $.01 per share (the "Common
Stock"), including the associated preferred share purchase rights (the "Rights"
and together with the Common Stock, the "Shares"), of Metromail Corporation, a
Delaware corporation (the "Company"), at $34.50 per Share ($31.50 per Share if
the Merger Agreement and the Stock Purchase Agreements, as such terms are
defined in the Offer to Purchase, do not continue in full force and effect in
accordance with their terms), net to the seller in cash, upon the terms and
subject to the conditions set forth in the Offer to Purchase, dated as of March
16, 1998 (the "Offer to Purchase"), as amended and supplemented by the
Supplement to Offer to Purchase, dated as of March 30, 1998 (the "Supplement"),
and in the related revised Letter of Transmittal (which together constitute the
"Offer"). The Offer to Purchase, the Supplement and the related revised Letter
of Transmittal have been filed as exhibits (a)(1), (a)(14) and (a)(15),
respectively, to the Schedule 14D-1. This Amendment also constitutes an
amendment to the Schedule 13D filed on March 16, 1998 with respect to the
acquisition by Parent and the Purchaser of beneficial ownership of Shares
subject to the Stock Purchase Agreements.
Unless otherwise defined herein, all capitalized terms used herein shall
have the respective meanings given such terms in the Schedule 14D-1. The item
numbers and responses thereto below are in accordance with the requirements of
Schedule 14D-1.
Item 10. Additional Information.
Item 10 is hereby amended and supplemented as follows:
Section 4 of the Offer to Purchase is hereby amended by deleting the second
sentence thereof and substituting the following therefor:
All determinations concerning the satisfaction of such terms and conditions
will be within the Purchaser's reasonable discretion, which determinations
will be final and binding.
Section 8 of the Offer to Purchase is hereby amended by deleting the last
sentence of the second paragraph under the caption "Certain Estimates Prepared
by the Company" and substituting the following therefor:
NEITHER PARENT NOR THE PURCHASER ASSUMES ANY RESPONSIBILITY FOR THE
VALIDITY, REASONABLENESS, ACCURACY OR COMPLETENESS OF THE FORECASTS.
Section 11 of the Offer to Purchase is hereby amended and supplemented by
inserting the following immediately after the last paragraph under the captions
"Donnelley Stock Purchase Agreement, "Executive Stock Purchase Agreements," and
"Company Stock Purchase Agreement" thereof:
Effect on Minimum Condition. 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. See Section 14.
Section 14 of the Offer to Purchase is hereby amended by deleting clause
(iii) of the first paragraph thereof and substituting the following therefor:
(iii) at any time on or after the date of the Merger Agreement and on or
before the Expiration Date,
The first paragraph on the cover page of the Supplement is hereby amended
and supplemented by deleting the cross-reference at the end thereof and
substituting the following therefor:
SEE THE INTRODUCTION TO THIS SUPPLEMENT AND SECTION 11 AND SECTION 14 OF
THE OFFER TO PURCHASE.
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CUSIP No. 591680 103 Schedule 14D-1/A and 13D/A Page 3 of 7 Pages
The second paragraph on the cover page of the Supplement is hereby amended
and supplemented by adding the following immediately after the first sentence
thereof:
THE OUTCOME OF THE ABI LAWSUIT AND THE SHAREHOLDER LAWSUITS (AS SUCH TERMS
ARE DEFINED HEREIN) COULD AFFECT THE MERGER AGREEMENT AND THE STOCK
PURCHASE AGREEMENTS.
The Introduction to the Supplement is hereby amended and supplemented by
adding the following immediately after the second sentence of the third
paragraph thereof:
The outcome of the ABI Lawsuit and the Shareholder Lawsuits (as defined in
Section 7 of this Supplement) could affect the Merger Agreement and the
Stock Purchase Agreements. For example, if a court were to invalidate any
provision of the Merger Agreement or Stock Purchase Agreements, the Offer
Price would be $31.50 per Share because such agreements would not continue
to be in full force and effect in accordance with their terms. At a
preliminary injunction hearing by the Delaware Court of Chancery with
respect to the ABI Lawsuit on March 27, 1998, the Chancellor denied a
motion by ABI to preliminarily enjoin the Merger Agreement, and on April 2,
1998, the Delaware Supreme Court refused to hear ABI's appeal of such
decision.
Section 1 of the Supplement is hereby amended and supplemented by adding
the following immediately after the first sentence thereof:
The outcome of the ABI Lawsuit and the Shareholder Lawsuits (as defined in
Section 7 of this Supplement) could affect the Merger Agreement and the
Stock Purchase Agreements. For example, if a court were to invalidate any
provision of the Merger Agreement or Stock Purchase Agreements, the Offer
Price would be $31.50 per Share because such agreements would not continue
to be in full force and effect in accordance with their terms. At a
preliminary injunction hearing by the Delaware Court of Chancery with
respect to the ABI Lawsuit on March 27, 1998, the Chancellor denied a
motion by ABI to preliminarily enjoin the Merger Agreement, and on April 2,
1998, the Delaware Supreme Court refused to hear ABI's appeal of such
decision.
Section 1 of the Supplement is hereby amended and supplemented by adding
the following immediately after the fifth (formerly the third) sentence thereof:
If the Offer Price becomes $31.50 because the Merger Agreement and the
Stock Purchase Agreements do not continue in full force and effect in
accordance with their terms, the Offer will be extended to a date no less
than ten business days from the date of such change in the Offer Price.
Section 7 of the Supplement is hereby amended and supplemented by (i)
deleting the word "three" in the first sentence of the fourth paragraph thereof
and substituting the word "four" therefor and (ii) adding the following
immediately prior to the word "respectively" in the second sentence of the
fourth paragraph thereof:
and Helen Korsinky v. Jonathan P. Ward, Susan L. Hendricks, Robert C.
McCormack, Barton L. Faber, Peter F. Murphy, Thomas J. Quarles, Ronald G.
Eidell, R.R. Donnelley & Sons Company, The Great Universal Stores, P.L.C.
and Great Universal Acquisition Corporation (Case No. 16276NC)
Section 7 of the Supplement is hereby amended and supplemented by deleting
the last sentence of the fifth paragraph thereof and substituting the following
therefor:
On April 2, 1998, the Delaware Supreme Court refused to hear ABI's appeal
of the decision of the Delaware Court of Chancery to deny ABI's motion to
preliminarily enjoin the Merger Agreement.
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CUSIP No. 591680 103 Schedule 14D-1/A and 13D/A Page 4 of 7 Pages
On April 3, 1998, the Company issued a press release, a copy of which is
attached hereto as Exhibit (a)(25) and which press release is incorporated
herein by reference.
Item 11. Materials to be filed as Exhibits.
Item 11 is hereby amended and supplemented by adding the following:
(a)(25) Press Release issued by Parent, dated April 3, 1998
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CUSIP No. 591680 103 Schedule 14D-1/A and 13D/A Page 5 of 7 Pages
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Date: April 3, 1998 GREAT UNIVERSAL ACQUISITION CORP.
By: /s/ Thomas A. Gasparini
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Name: Thomas A. Gasparini
Title: Vice President and General Counsel
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CUSIP No. 591680 103 Schedule 14D-1/A and 13D/A Page 6 of 7 Pages
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Date: April 3, 1998 THE GREAT UNIVERSAL STORES P.L.C.
By: /s/ John W. Peace
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Name: John W. Peace
Title: Director
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CUSIP No. 591680 103 Schedule 14D-1/A and 13D/A Page 7 of 7 Pages
INDEX TO EXHIBITS
Exhibit
Number Exhibit
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(a)(25) Press Release issued by Parent, dated April 3, 1998
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EXHIBIT (a)(25)
THE GREAT UNIVERSAL STORES P.L.C.: DELAWARE SUPREME COURT DENIES ABI'S APPEAL
LONDON, ENGLAND, April 3, 1998 -- The Great Universal Stores P.L.C. ("GUS")
announced today that the Delaware Supreme Court has denied an appeal by American
Business Information, Inc. of an earlier decision by the Delaware Chancery Court
refusing to enjoin the pending Merger Agreement between GUS and Metromail
Corporation (NYSE:ML) and related Stock Purchase Agreements.
GUS's tender offer for all of the outstanding shares of Metromail is
scheduled to expire at 12:00, midnight, New York City time on Friday, April 10,
1998, unless extended. Any shares not purchased pursuant to the tender offer or
the Stock Purchase Agreements will be acquired in a subsequent merger at the
same price per share in cash as is paid in the tender offer.
