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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
July 21, 1997
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Date of Report (date of earliest event reported)
AMERICAN BUSINESS INFORMATION, INC.
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(Exact name of Registrant as specified in its charter)
Delaware 005-42304 47-0751545
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(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
5711 South 86th Circle
Omaha, Nebraska 68127
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(Address of principal executive offices)
Registrant's telephone number, including area code: (402) 593-4500
Not Applicable
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
On July 21, 1997 pursuant to a Preferred Shares Rights Agreement (the
"Rights Agreement") between American Business Information, Inc. (the "Company")
and Norwest Bank Minnesota, N.A., as Rights Agent (the "Rights Agent"), the
Company's Board of Directors declared a dividend of one right (a "Right") to
purchase one one-thousandth of a share of the Company's Series A Participating
Preferred Stock ("Series A Preferred") for each outstanding share of Common
Stock, $0.0025 par value ("Common Shares"), of the Company. The dividend is
payable on August 14, 1997 (the "Record Date") to stockholders of record as of
the close of business on that day. Each Right entitles the registered holder to
purchase from the Company one one-thousandth of a share of Series A Preferred at
an exercise price of $120.00 (the "Purchase Price"), subject to adjustment.
A copy of the press release issued by the Company regarding the Rights
Agreement is filed herewith as Exhibit 99.1 and is incorporated herein by
reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
The following exhibit is filed as part of this report, where indicated.
99.1 Press Release dated August 1, 1997.
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Pursuant to this requirement 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.
AMERICAN BUSINESS INFORMATION, INC.
August 5, 1997 /s/ Steven Purcell
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Steven Purcell
Chief Financial Officer
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EXHIBIT INDEX
Page
Number
Under
Sequential
Exhibit Numbering
No. Exhibit System
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99.1 Press Release dated August 1, 1997
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Exhibit 99.1
[LETTERHEAD OF AMERICAN BUSINESS INFORMATION(R) APPEARS HERE]
FOR IMMEDIATE RELEASE
FRIDAY, AUGUST 1, 1997
ABI MEDIA CONTACT:
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STEVEN PURCELL - CHIEF FINANCIAL OFFICER
PHONE: (402) 593-4632 . FAX: (402) 339-0265
E-MAIL: [email protected]
ABI INVESTOR CONTACT:
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SHELLY VAUGHN - DIRECTOR, INVESTOR RELATIONS
PHONE: (402) 596-8929 . FAX: (402) 592-4006
E-MAIL: [email protected]
AMERICAN BUSINESS INFORMATION, INC.(R) ANNOUNCES
PROPOSED CREATION OF TWO CLASSES OF COMMON STOCK
AND ADOPTION OF SHAREHOLDER RIGHTS PROGRAM
(OMAHA, NE) - American Business Information, Inc.(R)'s (NASDAQ:ABII) Board of
Directors announced today that it has approved an amendment to the Company's
Certificate of Incorporation to reclassify the Company's existing Common Stock
into Class B Common Stock with ten votes per share and to establish a new
Class A Common Stock with one vote per share. The Board plans to submit the
amendment for approval by the Company's stockholders at a special meeting now
planned to be held in September 1997. The Class A Common Stock will have a
dividend preference of $0.02 per share per annum, but the Class A and Class B
Common Stock will otherwise have the same economic rights. If the proposed
amendment is approved by the Company's stockholders, the Board of Directors
presently intends to declare a stock dividend of one share of Class A Common
Stock for each outstanding share of Class B Common Stock. The Company intends to
list both the Class A Common Stock and the Class B Common Stock on the NASDAQ
National Market System. The proposed amendment does not adversely affect any
right presently inuring to any holder of the Company's existing Common Stock and
is intended to give the Company additional flexibility as it pursues its
strategy in a consolidating industry. Further information on the proposed
amendment will be contained in a proxy statement to be provided to all the
Company's stockholders in connection with the special stockholders' meeting.
Additionally, the board announced that it has adopted a Shareholder Rights
Program. As part of the Program, the Company declared a dividend distribution of
1 Preferred Share Purchase Right on each share of the Company's existing Common
Stock. The Rights will have an exercise price of $120.00 and would become
exercisable in the event of an acquisition of 15 percent or more of the
Company's existing common stock (other than by an existing 15% stockholder). The
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
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other abusive tactics to gain control of the Company without paying all
stockholders the fair value of their shares, including a "control premium." The
dividend will be distributed to stockholders of record on August 14, 1997.
Further details of the rights are contained in a letter that will be mailed to
all stockholders.
American Business Information, Inc.(R) is a leading compiler of information on
businesses and consumers in the United States and Canada and provides data
processing and analytical services. Over one million customers use American
Business Information, Inc.(R) to generate sales leads, reduce selling costs,
improve marketing efficiency and for business credit purposes. Founded in 1972,
the Company is headquartered at 5711 South 86/th/ Circle, P.O. Box 27347, Omaha,
NE 68127-0347. American Business Information(R) can be contacted at
(402) 593-4500 or via the Internet at http://www.SalesLeadsUSA.com.
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