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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) October 3, 1997
AMERICAN BUSINESS INFORMATION, INC.
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(Exact Name of the Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
0-19598 47-0751545
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(Commission File Number) (I.R.S. Employer Identification No.)
5711 South 86th Circle, Omaha, Nebraska 68127
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(Address of Principal Executive Offices) (Zip Code)
(402) 593-4500
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
On October 3, 1997, the Company's stockholders approved the
Reclassification of the Company's existing Common Stock as Class B Common Stock
and authorized a new Class A Common Stock. The Company's Common Stock now
consists of Class A Common Stock, consisting of 220,000,000 shares, and Class B
Common Stock, consisting of 75,000,000 shares. The Class A Common Stock entitles
the holder thereof to one vote per share and a non-cumulative dividend of $.02
per share per year, when and as declared by the Company's Board of Directors in
preference to any dividend on the Class B Common Stock. The Class B Common Stock
will entitle the holder thereof to ten votes per share. In all other respects,
the Class A Common Stock and Class B Common Stock are identical.
Following the Stockholder action, the Board of Directors declared a
dividend of one Class A Common Stock for every share of Class B Common Stock
outstanding as of that date. The record date for the Stock Dividend was October
3, 1997, and the payment date will be October 9, 1997. Beginning on October 10,
1997, the Company's Class A Common Stock will trade on the Nasdaq National
Market under the symbol "ABIIA", and the company's Class B Common Stock will
trade under the symbol "ABIIB."
Also on October 3, 1997, the Board of Directors approved certain changes
to the Company's stockholder rights plan, which relates to its Class B Common
Stock, and adopted a new stockholders' rights plan, which relates to the
Company's Class A Common Stock. Copies of the press releases relating to the
reclassification and the stockholders' rights plans are attached hereto as
Exhibits 99.1 and 99.2.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
99.1 Press Release dated October 6, 1997 (relating to the
reclassification)
99.2 Press Release dated October 6, 1997 (relating to the
stockholders' rights plans)
</TABLE>
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: October __, 1997
AMERICAN BUSINESS INFORMATION, INC.
By:
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Steven Purcell, Chief Financial Officer
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Exhibit Title
<S> <C>
99.1 Press Release dated October 6, 1997 (relating to the
reclassification)
99.2 Press Release dated October 6, 1997 (relating to the stockholders'
rights plans)
</TABLE>
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE
OCTOBER 6, 1997
CONTACTS:
STEVE PURCELL - CHIEF FINANCIAL OFFICER
PHONE: (402) 593-4632 - FAX: (402) 537-6197
E-MAIL: [email protected]
SHELLY VAUGHN - DIRECTOR, INVESTOR RELATIONS
PHONE: (402) 596-8929 - FAX: (402) 537-6197
E-MAIL: [email protected]
AMERICAN BUSINESS INFORMATION, INC.(R) ANNOUNCES
RECLASSIFICATION OF COMMON STOCK
(OMAHA, NE) - On October 3, 1997, the stockholders of American Business
Information, Inc.(R) (the "Company") (NASDAQ: ABII) approved the
reclassification of the Company's existing Common Stock as Class B Stock and the
authorization of a new class of common stock designated Class A Common Stock,
and the Board of Directors declared a dividend of one share of Class A Common
Stock for every share of Class B Common Stock outstanding as of that date. The
record date for the stock dividend was October 3, 1997. The payment for the
stock dividend will be October 9, 1997. The Class A Common Stock entitles the
holder thereof to one vote per share and a non-cumulative dividend of $0.02 per
share per year, when and as declared by the Company's Board of Directors in
preference to any dividend on the Class B Common Stock. The Class B Common Stock
entitles the holder thereof to ten votes per share. In all other respects, the
Class A Common Stock and Class B Common Stock are identical.
The Company's Class B Common Stock will continue to trade on the Nasdaq
National Market under the symbol "ABII" until the close of trading on October
9, 1997. Beginning with the opening of trading on October 10, 1997, the
Company's Class A Common Stock will trade on the Nasdaq National Market under
the symbol, "ABIIA," and the Company's Class B Common Stock will trade on the
Nasdaq National Market under the symbol "ABIIB."
American Business Information, Inc.(R) is a leading provider of business and
consumer marketing information products and data processing services. Over 1
million customers use the Company's products and services for sales leads,
direct mail, market research and credit reference applications. Founded in
1972, the Company is headquartered at 5711 South 86th Circle, P.O. Box 27347,
Omaha, NE 68127-0347. American Business Information(R) can be contacted at
(402) 593-4500, or on the World Wide Web at www.SalesLeadsUSA.com.
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EXHIBIT 99.2
FOR IMMEDIATE RELEASE
OCTOBER 6, 1997
CONTACTS:
STEVE PURCELL - CHIEF FINANCIAL OFFICER
PHONE: (402) 593-4632 - FAX: (402) 537-6197
E-MAIL: [email protected]
SHELLY VAUGHN - DIRECTOR, INVESTOR RELATIONS
PHONE: (402) 596-8929 - FAX: (402) 537-6197
E-MAIL: [email protected]
AMERICAN BUSINESS INFORMATION, INC.(R) ANNOUNCES CHANGES TO EXISTING
SHAREHOLDER RIGHTS PLAN FOR CLASS B COMMON STOCK AND ADOPTION
OF SHAREHOLDER RIGHTS PLAN FOR CLASS A COMMON STOCK
(OMAHA, NE) -- The Board of Directors of American Business Information, Inc.(R)
(NASDAQ: ABII) announced today that on October 3, 1997, it adopted certain
changes to its previously adopted stockholders' rights plan, which applies to
its Class B Common Stock, and has adopted a new stockholders' rights plan with
respect to its Class A Common Stock. These actions are being taken in
connection with the reclassification of the Company's existing Common Stock as
Class B Common Stock and the dividend of one share of Class A Common Stock for
every share of Class B Common Stock outstanding as of October 3, 1997, which
actions are the subject of a separate press release.
With respect to its previously adopted stockholders' rights plan, the Company
has substituted Series B Preferred Share Purchase Rights (the "Series B
Rights") for the previous Series A Preferred Share Rights and adjusted the
exercise price for such rights to $60.00 per Series B Right. Under the new
stockholders' rights plan for the Class A Common Stock, the Company declared a
dividend distribution of one Series A Preferred Share Purchase Right (the
"Series A Rights") on each share of the Company's Class A Common Stock. The
Series A Rights will have an exercise price of $60.00.
The Series A Rights and Series B Rights would become exercisable in the event
of an acquisition of 15 percent or more of the Company's voting stock (other
than by an existing 15 percent stockholder). The Series A Rights and the Series
B Rights are intended to assure that the Company's stockholders receive fair
and equal treatment in the event of any proposed takeover of the Company and to
guard against partial tender offers and other abusive tactics to gain control
of the Company without paying all stockholders the fair value of their shares,
including a "control premium." Further details of the Series A Rights and the
Series B Rights are contained in a letter that will be mailed to all
stockholders on October 9, 1997.
American Business Information, Inc.(R) is a leading provider of business and
consumer marketing information products and data processing services. Over 1
million customers use the Company's products and services for sales leads,
direct mail, market research and credit reference applications. Founded in
1972, the Company is headquartered at 5711 South 86th Circle, P.O. Box 27347,
Omaha, NE 68127-0347. American Business Information(R) can be contacted at
(402) 593-4500, or on the World Wide Web at www.SalesLeadsUSA.com.
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