<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20545
----------------
SCHEDULE 14D-9
(AMENDMENT NO. 2)
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>
9. MATERIAL TO BE FILED AS EXHIBITS
The following Exhibit is filed herewith.
Exhibit 45 -- Press Release dated March 20, 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
/s/ Thomas J. Quarles
By:_____________________________________
Name: Thomas J. Quarles
Title: Senior Vice President, General
Counsel, Chief Administrative
Officer and Secretary
Dated: March 20, 1998
-3-
<PAGE>
METROMAIL ANNOUNCES ABI OFFER
LOMBARD, Ill. March 20, 1998 Metromail Corporation (NYSE:ML), announced that it
has received from American Business Information, Inc. (ABI) an offer of $33 in
cash per share subject to potential modest upward adjustments if it succeeds in
invalidating the termination fee in the Company's merger agreement with The
Great Universal Stores P.L.C. and certain stock options. While this offer is not
subject to a financing contingency, the financing commitments ABI has provided
to the Company are subject to a number of conditions, including completion of
due diligence with respect to both Metromail and ABI. Metromail's Board of
Directors has authorized the Company and its advisors to begin discussions with
ABI and its advisors to better understand the offer, including the financing
conditions.
Metromail also announced that the Delaware court has set Friday, March 27 as the
date for a hearing on ABI's motion for a preliminary injunction against the
Metromail/Great Universal transaction. "Metromail's board of directors has acted
appropriately at all times and we take great exception to the charges," said
Barton L. Faber, Metromail chairman, president and chief executive officer.
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
Ronald G. Eidell (Investor Relations)
Senior Vice President and Chief Financial Officer
Metromail Corporation
(630) 932-3980
1
