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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1/A
(Amendment No. 5)
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
and
SCHEDULE 13D/A
(Amendment No. 5)
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 30, 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
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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
Filing Party: Great Universal Acquisition Corp. and The Great Universal
Stores P.L.C.
Dates Filed: March 16, 1998; March 30, 1998
Page 1 of 5 Pages Exhibit Index on Page 5
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This Amendment No. 5 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 and
Amendment No. 4 thereto filed on March 30, 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, 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, as amended and
supplemented by the Supplement to Offer to Purchase dated March 30, 1998 and the
related revised Letter of Transmittal, which were filed as exhibits (a)(1),
(a)(14) and (a)(15), respectively, to the Schedule 14D-1.
Unless otherwise defined herein, all capitalized terms used herein shall
have the respective meanings given such terms in the Schedule 14D-1. The item
numbers and responses thereto below are in accordance with the requirements of
Schedule 14D-1.
ITEM 10. ADDITIONAL INFORMATION.
(k) On March 31, 1998, Parent issued a press release, a copy of which is
attached hereto as Exhibit (a)(23) and incorporated herein by reference. In such
press release, Parent announced that the Board of Directors of the Company has
unanimously reaffirmed its approval and recommendation of Parent's Offer. Such
Offer is described in the Supplement to Offer to Purchase dated March 30, 1998
distributed to the shareholders of the Company on March 30, 1998 and filed as
Exhibit (a)(14) to the Schedule 14D-1.
As a result of the Board's decision and the expiration on March 28th
of the applicable waiting period under the HSR Act with respect to Parent's
acquisition of the Company, the termination rights of the parties under the
Merger Agreement and the Stock Purchase Agreements (which entitle Parent to
acquire in the aggregate 51% of the Company's shares) have generally expired.
Separately, it was announced that ABI has filed with the Delaware Supreme
Court an application for acceptance of an appeal of the Delaware Chancery
Court's decision to deny ABI's request for a preliminary injunction to enjoin
the Merger Agreement, seeking a hearing date of April 8, 1998. Parent believes
that there is no basis for the Delaware Supreme Court to hear the appeal and
will vigorously oppose the application.
On March 30, 1998, the Company issued a press release, a copy of which is
attached hereto as Exhibit (a)(24) and incorporated herein by reference.
(l) The following description was prepared by the Company and initially
provided to Parent and Purchaser on March 30, 1998. Parent, Purchaser and their
representatives did not participate in any of the meetings or discussions
described below. Accordingly, neither Purchaser nor Parent takes any
responsibility for the accuracy or completeness of such information.
Early on the morning of March 30, 1998, ABI's investment bank left Lehman
Brothers a message to the effect that ABI would not be participating in the sale
process because there was no possibility of getting its documentation in place
by noon and that ABI was putting out a press release to that effect. Later that
morning ABI's investment bank called Lehman Brothers and said that ABI had
changed its mind and was working on a $36.00 per Share cash offer (rather than
its March 28 offer) and asked for an extension beyond noon. Lehman Brothers
reminded ABI's investment bank that such noon time for submission of bids and
information had been set by the Board in response to ABI's March 28 request and
could not be waived by Lehman Brothers. Also on March 30, the Company was
advised that ABI had appealed the March 27 ruling of the Delaware Court of
Chancery to the Delaware Supreme Court. Although the Company believes that it is
unlikely that ABI's appeal will be successful, if it was and the Merger
Agreement or the Stock Purchase Agreements were enjoined, the Offer and Merger
price would be reduced pursuant to the terms of the Offer to $31.50 per Share.
The Board met in the evening of March 30. The Company did not receive any
new documentation by noon on March 30. After noon and prior to the Board meeting
it received through Lehman Brothers a revised draft merger agreement which
contained a $36.00 per Share price, referenced the same $35 million letter of
credit and conditions discussed above and, for the first time, proposed a $15
million termination fee plus the payment of expenses. The Company also received
through Lehman Brothers ABI's financing commitments for its offer. Such
commitments arrived over the course of the afternoon, right up to the time of
the Board meeting. The commitments appeared to be similar to those received in
the prior week, including the conditions to such commitment, but added a new
condition relating to termination of the Merger Agreement. The Board once again
reviewed ABI's offer and compared it to the Offer and again unanimously approved
the increased $34.50 per Share (subject to certain conditions) Offer and
recommended that the Company's stockholders accept the Offer and approve the
Merger. In reaching this conclusion, the Board focused on the certainty of the
Offer versus the uncertainty of ABI's offer which was highly leveraged, thereby
exposing the stockholders to the risk of losing the more certain Offer without
sufficient assurance that ABI's offer would be completed. The Board also focused
on the timing of the ABI offer which could not be consummated any earlier than
the end of April, whereas the Offer is scheduled to close on April 10, 1998 and
has, because of passage of the HSR period, become largely unconditional. At such
meeting, the Board also received the opinion of Lehman Brothers that the
Parent's increased Offer is fair to the stockholders of the Company from a
financial point of view.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended by adding the following:
(a)(23) Press Release dated March 31, 1998 issued by The Great
Universal Stores
P.L.C.
(a)(24) Press Release dated March 30, 1998 issued by Metromail
Corporation
Page 2 of 5 Pages
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Date: March 31, 1998 GREAT UNIVERSAL ACQUISITION CORP.
By: /s/ Thomas A. Gasparini
-----------------------------------
Name: Thomas A. Gasparini
Title: Vice President and
General Counsel
Page 3 of 5 Pages
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Date: March 31, 1998 THE GREAT UNIVERSAL STORES P.L.C.
By: /s/ John W. Peace
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Name: John W. Peace
Title: Director
Page 4 of 5 Pages
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EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
(a)(23) Press Release dated March 31, 1998 issued by The Great Universal
Stores P.L.C.
(a)(24) Press Release dated March 30, 1998 issued by Metromail Corporation
Page 5 of 5 Pages
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Exhibit (a)(23)
FOR IMMEDIATE RELEASE
THE GREAT UNIVERSAL STORES P.L.C.
METROMAIL BOARD REAFFIRMS
ITS RECOMMENDATION OF GUS'S
OFFER
London, England March 31, 1998 -- The Great Universal Stores P.L.C. ("GUS")
announces today that the Board of Directors of Metromail Corporation
("Metromail") has unanimously reaffirmed its approval and recommendation of
GUS's offer of $34.50 per share in cash pursuant to its Merger Agreement with
Metromail.
As a result of the Metromail Board's decision and the expiration on March
28th of the applicable waiting period under the Hart-Scott-Rodino Act with
respect to GUS's acquisition of Metromail, the termination rights of the parties
under the Merger Agreement and the related Stock Purchase Agreements with R.R.
Donnelly, Metromail management and Metromail (which Stock Purchase Agreements
entitle GUS to acquire in the aggregate 51% of Metromail shares) have generally
expired.
Separately, it was announced that American Business Information, Inc.
("ABI") has filed with the Delaware Supreme Court an application for acceptance
of an appeal of the Delaware Chancery Court's decision to deny ABI's request for
a preliminary injunction to enjoin the transactions between GUS and Metromail,
seeking a hearing date of April 8, 1998. GUS believes that there is no basis for
the Delaware Supreme Court to hear the appeal and will vigorously oppose the
application.
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.
<PAGE>
EXHIBIT (a)(24)
[LOGO OF METROMAIL]
NEWS RELEASE
METROMAIL BOARD CLOSES AUCTION AND REAFFIRMS ITS RECOMMENDATION OF THE $34.50
GREAT UNIVERSAL STORES OFFER
LOMBARD, Ill./March 30, 1998/Metromail Corporation (NYSE: ML) announced tonight
that its Board of Directors met and unanimously reaffirmed its decision
approving and recommending the offer of The Great Universal Stores P.L.C. (GUS)
to acquire all the outstanding shares of Metromail Corporation common stock at a
cash purchase price of $34.50 per share subject to certain limited conditions.
Such decision was made following the close of the auction at 12 noon today as
previously announced.
"The process we began on February 10th was designed to maximize value for our
shareholders. The Board has unanimously recognized that the GUS offer represents
the greatest value and certainty for our shareholders," said Barton L. Faber,
Metromail chairman, president and chief executive officer. "The combination of
Metromail and GUS will provide great opportunities for Metromail's employees,
customers and prospects."
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 of Corporate Communications
Metromail Corporation
(630) 932-2627
