<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20545
----------------
SCHEDULE 14D-9
(AMENDMENT NO. 6)
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(D)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
----------------
METROMAIL CORPORATION
(Name of Subject Company)
METROMAIL CORPORATION
(Name of Person Filing Statement)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
591680 103
(CUSIP Number of Class of Securities)
Thomas J. Quarles
Senior Vice President, General Counsel,
Chief Administrative Officer and Secretary
Metromail Corporation
360 East 22nd Street
Lombard, IL 60148
(630) 620-3300
(Name, address and telephone number of person)
authorized to receive notice and communication
on behalf of the person filing statement)
With copies to:
Carter W. Emerson, P.C.
Kirkland & Ellis
200 East Randolph Drive
Chicago, IL 60601
(312) 861-2000
<PAGE>
Item 4. The Solicitation or Recommendation.
The following is added to the disclosure in this section:
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 GUS 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 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, the Board met to further discuss the ABI offer and the Offer
and approved (i) giving ABI and Parent notice that the auction would end at noon
on Monday, March 30 and (ii) taking any other action necessary to end the
auction on March 30. Pursuant to such approval, the Company entered into a
letter agreement later that day in which Parent agrees, notwithstanding its
position that the Company's actions with respect to ABI have violated and
continue to violate the Merger Agreement (the Company disagrees with such
position), that, if the Company does not give Parent notice of its intention to
withdraw or modify its approval or recommendation of the Offer or enter into an
agreement with respect to a Superior Proposal (as defined in the Merger
Agreement) prior to 8 p.m. Chicago time on March 30, Parent will not terminate
the Merger Agreement because of such claimed violation occurring before 8 p.m.
Chicago time on March 30, 1998 and the Company agrees that it cannot after such
time terminate the Merger Agreement by virtue of accepting a Superior Proposal
or withdraw or modify its approval or recommendation of the Offer or the Merger
or enter into any agreement with respect to any Acquisition Proposal (as defined
in the Merger Agreement).
Item 9. Material to be filed as Exhibits
The following Exhibits are filed herewith.
Exhibit 51--Letter dated March 28, 1998.
Exhibit 52--Press release dated March 29, 1998.
Exhibit 53--Opinion of Lehman Brothers Inc., dated March 29, 1998.
Exhibit 54--Letter agreement dated March 29, 1998 between Parent and the
Company
Exhibit 55--Press release dated March 29, 1998.
-2-
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
METROMAIL CORPORATION
By: /s/ Thomas J. Quarles
------------------------------
Name: Thomas J. Quarles
Title: Senior Vice President, General
Counsel, Chief Administrative
Officer and Secretary
Dated: March 30, 1998
-3-
<PAGE>
Exhibit 51
Hambrecht & Quist LLC
One Bush Street
San Francisco, Ca 94104
(415) 439-3000
Robert L. Hobart
Managing Director
DIRECT: (415) 439-3617
FAX: (415) 439-3624
[email protected]
March 28, 1998
The Board of Directors
Metromail Corporation
360 E. 22nd Street
Lombard, Illinois 60148
c/o Mr. Scott Mohr
Lehman Brothers
VIA FACSIMILE
- -------------
Gentlemen:
American Business Information ("ABI") has asked me to communicate to you our
best and final offer to acquire Metromail. ABI hereby proposes to acquire all of
the outstanding shares of Metromail common stock for $35.00 per share in cash
plus 0.2 shares of Class A Common Stock of ABI. Based on yesterday's closing
price of $12 3/8 per Class A Common share, ABI's proposal represents a value to
Metromail's stockholders of $37.48 per Metromail share--a premium of nearly $3
per share over the GUS price of $34.50 per Metromail share, which offers no
continuing opportunity for price appreciation to Metromail's stockholders. We
note that the cash portion of ABI's proposal is superior to the total cash value
offered in the merger agreement you have executed with GUS and that the equity
component of our offer provides Metromail's stockholders with an opportunity to
participate in the exciting strategic investment we believe the combined
companies represent. Other than as set forth below, the other terms and
conditions of our previous proposal to Metromail remain unchanged, including our
offer to provide a $35 million letter of credit on the terms submitted to you on
March 26, 1998 as evidence of ABI's commitment to successfully consummate the
proposed transaction.
As you know, our sweetened proposal will entail some changes to the form of
transaction required to consummate the business combination. To that end,
promptly upon receipt of the notice of good faith intent described below, ABI
will work to promptly provide a merger agreement and financing commitment
letters reflecting our amended proposal and the necessary changes to the
transaction structure. ABI will not change materially the substance, including
in respect to terms with ramifications as to the certainty of the transaction
from the point of view of Metromail's stockholders, of its proposal dated March
26 other than as required. Notable changes will include:
1. The form of transaction will be either (i) a merger, upon consummation of
which the cash and stock consideration would be paid to Metromail's
stockholders, or (ii) a cash tender offer (which would be made on a pro rata
basis if oversubscribed) followed by a back-end merger for the ABI stock. Please
advise us as to the preference of the Metromail Board of Directors as to these
structural alternatives and we will be happy to oblige that preference.
<PAGE>
2. The financing commitment letters will reflect the amended form of transaction
and will continue to evidence a fully financed proposal, with the same
conditions precedent outlined in the correspondence of March 26; ABI's capital
structure will include approximately $40 million of a deferred dividend
(commonly known as "PTK") preferred stock instrument, the take down of which
will be on a parallel basis with and subject to identical conditions precedent
as the financing commitments your financial advisor has previously reviewed in
detail. We are in discussion with First Union regarding the amended transaction
structure and their willingness to provide the requisite financing.
If, after evaluating this proposal, you determine that pursuit of the higher
value ABI alternative is in the best interest of Metromail's stockholders,
please indicate to us that you are prepared to enter into discussions with the
good faith intent of accepting ABI's proposal, subject, of course, to your
existing contractual obligations, by 6:00 P.M., Chicago time, by contacting Rob
Hobart at (415) 925-9301 (home) or (415) 439-3617 (office) and we will work with
you to prepare definitive documentation no later than noon, Chicago time, on
Monday, March 30. Our request for time reflects merely the effort required to
amend our paperwork to incorporate the amended transaction structure and ABI
commits hereby to work with you in good faith to execute acceptable definitive
documentation on a timely basis, understanding the deadlines in your "in-hand"
deal with GUS.
We look forward to your prompt reply and thank you for evaluating our proposal
on a weekend.
Sincerely,
/s/ Robert Hobart
cc: Vinod Gupta, Chairman, American Business Information, Inc.
<PAGE>
Exhibit 52
[METROMAIL LOGO]
NEWS RELEASE
METROMAIL ANNOUNCES FINAL ABI OFFER AND HART-SCOTT-RODINO CLEARANCE FOR THE
GREAT UNIVERSAL STORES TRANSACTION
LOMBARD, Ill/March 29, 1998/Metromail Corporation (NYSE:ML) announced that on
March 28, 1998, it received a best and final offer from American Business
Information, Inc. (ABI) to acquire all the outstanding shares of Metromail stock
for a net price of $35.00 in cash plus 0.2 shares of ABI Class A Common Stock
per Metromail share. While ABI has stated that this offer will be subject to the
same conditions as its previous offer, the offer 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).
As requested by ABI, Metromail has 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, Metromail will continue its discussions with ABI, particularly
in regard to Metromail's concerns about the certainty of ABI's offer for
Metromail's stockholders as compared to the current offer from The Great
Universal Stores P.L.C. (GUS) to purchase all the outstanding shares of
Metromail stock for a net price of $34.50, subject to certain limited
conditions. Due to Metromail'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 Metromail if the ABI transaction is not consummated. As of the date
of this release, ABI has stated that it would post a $35 million letter of
credit which could be drawn upon under conditions less favorable than those
proposed by Metromail. GUS has not been asked to provide a similar letter of
credit because of the large amount of cash it has (Metromail has been advised
that GUS has $840 million in cash on hand at January 27, 1998). Metromail's
Board of Directors has approved and is currently recommending the increased
(from $31.50) GUS offer.
Separately, Metromail announced that the proposed acquisition by GUS of all the
outstanding shares of Metromail stock has obtained clearance under the Hart-
Scott-Rodino (HSR) Act. Due to the receipt of HSR clearance, most of the
conditions to the obligation of GUS to consummate its offer will expire at 11:59
p.m. on March 30, 1998. The GUS offer is scheduled to close on April 10, 1998.
Metromail Corporation (www.metromail.com) is a leading provider of direct
marketing, database marketing and reference products and services in the United
States and United Kingdom. Metromail helps its customers identify and reach
targeted audiences, utilizing its comprehensive, proprietary consumer database
encompassing 95 percent of U.S. households, as well as providing database
marketing software and related services. Sales for the year ended December 31,
1997 increased almost 17 percent over the prior year to approximately $328
million. The company has 3,200 employees and is headquartered in Lombard,
Illinois.
For more information, contact:
Julie Springer (Media Relations)
Director, Corporate Communications
Metromail Corporation
(630) 932-2627
<PAGE>
Exhibit 53
LEHMAN BROTHERS
March 29, 1998
Board of Directors
Metromail Corporation
360 East 22nd Street
Lombard, Illinois 60148
Members of the Board:
We understand that Metromail Corporation (the "Company"), The Great Universal
Stores P.L.C. ("GUS") and GUS Acquisition Corp., a subsidiary of GUS ("Newco,"
and, together with GUS, the "Bidder") have entered into an Agreement and Plan of
Merger (the "Merger Agreement") and related Stock Purchase Agreements (the
"Stock Purchase Agreements"), each dated as of March 12, 1998, which provide,
among other things, for (i) the tender offer by Newco for all outstanding shares
of common stock, together with certain associated rights, of the Company for
consideration of $34.50 net per share in cash (the "Tender Offer"), and (ii) the
subsequent merger (the "Merger," and together with the Tender Offer, the
"Proposed Transaction") of Newco with and into the Company, pursuant to which
each outstanding share of the common stock of the Company (other than shares
held in treasury or held by the Bidder or any of its affiliates or as to which
dissenters' rights are exercised) will be converted into the right to receive
consideration of $34.50 net per share in cash. The terms and conditions of the
Proposed Transaction are set forth in more detail in the Merger Agreement.
We have been requested by the Board of Directors of the Company to render our
opinion with respect to the fairness, from a financial point of view, to the
Company's stockholders of the consideration to be offered to such stockholders
in the Proposed Transaction. We have not been requested to opine as to, and our
opinion does not in any manner address, the Company's underlying business
decision to proceed with or effect the Proposed Transaction.
In arriving at our opinion, we reviewed and analyzed: (i) the Merger Agreement,
the Stock Purchase Agreements and the specific terms of the Proposed
Transaction, (ii) publicly available information concerning the Company that we
believe to be relevant to our analysis, (iii) financial and operating
information with respect to the business, operations and prospects of the
Company furnished to us by the Company, (iv) a trading history of the Company's
common stock from June 13, 1996, its initial public offering date, to the
present and a comparison of that trading history with those of other companies
that we deemed relevant, (v) a comparison of the historical financial results
and present financial condition of the Company with those of other companies
that we deemed
<PAGE>
Board of Directors
Metromail Corporation
March 29, 1998
Page 2 of 3
relevant, and (vi) a comparison of the financial terms of the Proposed
Transaction with the financial terms of certain other recent transactions that
we deemed relevant. We also have had discussions with the management of the
Company concerning its business, operations, assets, financial condition and
prospects and have undertaken such other studies, analyses and investigations as
we deemed appropriate.
In addition, we have also considered the results of our efforts to solicit
indications of interest from third parties with respect to the purchase of the
Company and reviewed and analyzed (i) the terms of the offer to purchase the
Company received from American Business Information, Inc., (ii) the risks of
such offeror being unable to consummate its proposed acquisition of the
Company, and (iii) the time that may be required for such offeror to consummate
its proposed acquisition of the Company.
In arriving at our opinion, we have assumed and relied upon the accuracy and
completeness of the financial and other information provided by the Company and
used by us without assuming any responsibility for independent verification of
such information and have further relied upon the assurances of management of
the Company that they are not aware of any facts or circumstances that would
make such information inaccurate or misleading. With respect to the financial
projections of the Company, upon advice of the Company we have assumed that such
projections have been reasonably prepared on a basis reflecting the best
currently available estimates and judgments of the management of the Company as
to the future financial performance of the Company and that the Company will
perform substantially in accordance with such projections. In arriving at our
opinion, we have not conducted a physical inspection of the properties and
facilities of the Company and have not made or obtained any evaluations or
appraisals of the assets or liabilities of the Company. Our opinion necessarily
is based upon market, economic and other conditions as they exist on, and can be
evaluated as of, the date of this letter.
Based upon and subject to the foregoing, we are of the opinion as of the date
hereof that, from a financial point of view, the consideration to be offered to
the stockholders of the Company in the Proposed Transaction is fair to such
stockholders.
We have acted as financial advisor to the Company in connection with the
Proposed Transaction and will receive a fee for our services which is contingent
upon the consummation of the Proposed Transaction. In addition, the Company has
agreed to indemnify us for certain liabilities that may arise out of the
rendering of this opinion. We also have performed various investment banking
services for the Company in the past (including acting as co-manager for the
Company's initial public offering and as financial advisor to the Company in its
acquisition of Atlantes Corporation) and have received customary fees for such
services. In the ordinary course of our business, we actively trade in the
equity securities of the Company for our own account and for the accounts of our
customers and, accordingly, may at any time hold a long or short position in
such securities.
<PAGE>
Board of Directors
Metromail Corporation
March 29, 1998
Page 3 of 3
This opinion is for the use and benefit of the Board of Directors of the Company
and is rendered to the Board of Directors in connection with its consideration
of the Proposed Transaction. This opinion is not intended to be and does not
constitute a recommendation to any stockholder of the Company as to whether to
accept the consideration to be offered to the stockholders in connection with
the Proposed Transaction.
Very truly yours,
LEHMAN BROTHERS
<PAGE>
EXHIBIT 54
[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 55
[METROMAIL LOGO]
NEWS RELEASE
METROMAIL ANNOUNCES BOARD ACTION*
LOMBARD, Ill/March 29, 1998/Metromail Corporation (NYSE:ML) announced that
on March 29, the Board met to further discuss the American Business Information,
Inc. ("ABI") offer and The Great Universal Stores P.L.C. ("GUS") offer and
approved (i) giving ABI and GUS notice that the auction would end at noon on
Monday, March 30 and (ii) taking any other action necessary to end the auction
of the Company on March 30. Pursuant to such approval, the Company entered into
a letter agreement later that day in which GUS agrees, notwithstanding its
position that the Company's actions with respect to ABI have violated and
continue to violate the Merger Agreement between GUS and the Company (the
Company disagrees with such position), that, if the Company does not give GUS
notice of its intention to withdraw or modify its approval or recommendation of
the GUS offer or enter into an agreement with respect to a Superior Proposal (as
defined in the Merger Agreement) prior to 8 p.m. Chicago time on March 30, GUS
will not terminate the Merger Agreement because of such claimed violation
occurring before 8 p.m. Chicago time on March 30, 1998 and the Company agrees
that it cannot after such time terminate the Merger Agreement by virtue of
accepting a Superior Proposal or withdraw or modify its approval or
recommendation of the GUS offer or merger or enter into any agreement with
respect to any Acquisition Proposal (as defined in the Merger Agreement).
Metromail Corporation (www.metromail.com) is a leading provider of direct
marketing, database marketing and reference products and services in the United
States and United Kingdom. Metromail helps its customers identify and reach
targeted audiences, utilizing its comprehensive, proprietary consumer database
encompassing 95 percent of U.S. households, as well as providing database
marketing software and related services. Sales for the year ended December 31,
1997 increased almost 17 percent over the prior year to approximately $328
million. The company has 3,200 employees and is headquartered in Lombard,
Illinois.
For more information, contact:
Julie Springer (Media Relations)
Director, Corporate Communications
Metromail Corporation
(630) 932-2627
