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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES ACT OF 1934
[NO FEE REQUIRED]
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES ACT OF 1934
[NO FEE REQUIRED]
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER: 0-19598
---------------------
AMERICAN BUSINESS INFORMATION, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE (State or other jurisdiction of 47-0751545
incorporation or organization) (I.R.S. Employer
Identification No.)
</TABLE>
5711 SOUTH 86TH CIRCLE, OMAHA, NEBRASKA 68127
(Address of principal executive offices)
(402) 593-4500
(Registrant's telephone number, including area code)
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Securities registered pursuant to Section 12(b) of the Act:
NONE
Securities registered pursuant to Section 12(g) of the Act:
CLASS A COMMON STOCK, $0.0025 PAR VALUE
CLASS B COMMON STOCK, $0.0025 PAR VALUE
SERIES A PREFERRED SHARE PURCHASE RIGHTS
SERIES B PREFERRED SHARE PURCHASE RIGHTS
---------------------
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES [X] NO [ ]
The aggregate market value of the voting stock held by non-affiliates of the
registrant, based upon the closing sale price of the Class A Common Stock and
Class B Common Stock on March 18, 1998 as reported on the NASDAQ National Market
System, was approximately $332 million. Shares of Common Stock held by each
officer and director and by each person who owns 5% or more of the outstanding
Class A Common Stock or Class B Common Stock have been excluded in that such
persons may be deemed to be affiliates. This determination of affiliate status
is not necessarily a conclusive determination for other purposes.
As of March 18, 1998 registrant had outstanding 24,661,161 shares of Class A
Common Stock and 24,661,161 shares of Class B Common Stock.
DOCUMENTS INCORPORATED BY REFERENCE
The company's definitive proxy statement for the Annual Meeting of
Stockholders to be held on May 22, 1998, which will be filed within 120 days of
the end of fiscal year 1997, is incorporated into Part III hereof by reference.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a) The following documents are filed as a part of this Report:
1. Exhibits. The following Exhibits are filed as part of, or incorporated
by reference into, this report:
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2.1 -- Asset Purchase Agreement between the Company and Digital
Directory Assistance, Inc. is incorporated herein by
reference to exhibits filed with the Company's current
report on Form 8-K dated September 10, 1996.
2.2 -- Agreement and Plan of Reorganization between the Company
and the Shareholders of County Data Corporation is
incorporated herein by reference to exhibits filed with
Company's Annual Report on Form 10-K for the Fiscal Year
Ended December 31, 1996.
2.3 -- Agreement and Plan of Reorganization between the Company
and the Shareholders of 3319971 Canada Inc. is
incorporated herein by reference to exhibits filed with
Company's Annual Report on Form 10-K for the Fiscal Year
Ended December 31, 1996.
2.4 -- Agreement and Plan of Reorganization between the Company
and the shareholders of Marketing Data Systems, Inc. is
incorporated herein by reference to the exhibits filed
with the Company's Registration Statement on Form S-3
(File No. 333-36669) filed on October 23, 1997.
2.5 -- Agreement and Plan of Reorganization between the Company
and the Shareholders of DBA Holdings, Inc. is
incorporated herein by reference to exhibits filed with
the Company's Current Report on Form 8-K dated February
28, 1997.
2.6 -- Agreement and Plan of Reorganization between the Company
and the Shareholders of Pro CD, Inc. is incorporated
herein by reference to exhibits filed with the Company's
Current Report on Form 8-K dated September 8, 1997.
2.7 -- Stock Purchase Agreement between the Company and the
shareholders of Walter Karl, Inc. is incorporated herein
by reference to the Company's Current Report on Form 8-K
dated February 24, 1998.
3.1 -- Certificate of Incorporation, as amended through October
3, 1997, filed herewith.
3.2 -- Bylaws are incorporated herein by reference to the
Company's Registration Statement on Form S-1 (File No.
33-42887), which became effective February 18, 1992.
3.3 -- Amended and Restated Certificate of Designations of
Participating Preferred Stock, filed in Delaware on
October 3, 1997, is incorporated herein by reference to
the Company's Registration Statement on From 8-A, (File
No. 97-690893), filed on October 6, 1997.
4.1 -- Rights Plan for Class A Common is incorporated herein by
reference to the Company's Registration Statement on Form
8-A, (File No. 97-690893), filed on October 6, 1997.
4.2 -- Rights Plan for Class B Common is incorporated herein by
reference to the Company's Registration Statement on Form
8-A, (File No. 97-690896), filed on August 6, 1997 and
amended on October 6, 1997.
4.3 -- Specimen of Class A Common Stock Certificate is
incorporated herein by reference to the exhibits filed
with the company's Registration Statement on Form S-3
(File No. 333-36669) filed on October 23, 1997.
4.4* -- Specimen Class B Common Stock Certificate, filed
herewith.
4.5 -- Amended and Restated Credit Agreement between the Company
and First Union National Bank is incorporated herein by
reference to the exhibits filed with the Company's
Current Report on Form 8-K dated September 8, 1997.
4.6 -- Reference is made to Exhibits 3.1, 3.2, and 3.3 hereof.
</TABLE>
24
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10.1 -- Form of Indemnification Agreement with Officers and
Directors is incorporated herein by reference to the
exhibits filed with the Company's Registration Statement
on Form S-1 (File No. 33-51352), filed August 28, 1992.
10.2 -- Employment Agreement between the Company and Scott Dahnke
is incorporated herein by reference to the exhibits filed
with the Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1997.
10.3 -- Employment Agreement between the Company and Gregory Back
is incorporated herein by reference to the exhibits filed
with the Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1997.
10.5 -- Reference is made to Exhibits 2.1, 2.2, 2.3, 2.4, 2.5,
2.6, 2.7 and 4.5 hereof.
21.1* -- Subsidiaries and State of Incorporation, filed herewith.
23.1 -- Consent of Independent Accountants, filed herewith.
24.1* -- Power of Attorney (included on signature page)
27.1* -- Financial Data Schedule, filed herewith.
</TABLE>
* Previously filed.
25
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.
AMERICAN BUSINESS INFORMATION, INC.
By: /s/ STEVEN PURCELL
------------------------------------
Steven Purcell
Chief Financial Officer
(principal accounting officer)
Dated: March 31, 1998
26
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INDEX TO EXHIBITS
AMERICAN BUSINESS INFORMATION, INC.
ANNUAL REPORT ON FORM 10-K
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<CAPTION>
Exhibit
No. Description
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2.1 Asset Purchase Agreement between the Company and Digital Directory
Assistance, Inc. is incorporated herein by reference to exhibits filed
with the Company's current report on Form 8-K dated September 10, 1996.
2.2 Agreement and Plan of Reorganization between the Company and the
Shareholders of County Data Corporation is incorporated herein by
reference to exhibits filed with Company's Annual Report on Form 10-K
for the Fiscal Year Ended December 31, 1996.
2.3 Agreement and Plan of Reorganization between the Company and the
Shareholders of 3319971 Canada Inc. is incorporated herein by reference
to exhibits filed with Company's Annual Report on Form 10-K for the
Fiscal Year Ended December 31, 1996.
2.4 Agreement and Plan of Reorganization between the Company and the
shareholders of Marketing Data Systems, Inc. is incorporated herein by
reference to the exhibits filed with the Company's Registration
Statement on Form S-3 (File No. 333-36669) filed on October 23, 1997.
2.5 Agreement and Plan of Reorganization between the Company and the
Shareholders of DBA Holdings, Inc. is incorporated herein by reference
to exhibits filed with the Company's Current Report on Form 8-K dated
February 28, 1997.
2.6 Agreement and Plan of Reorganization between the Company and the
Shareholders of Pro CD, Inc. is incorporated herein by reference to
exhibits filed with the Company's Current Report on Form 8-K dated
September 8, 1997.
2.7 Stock Purchase Agreement between the Company and the Shareholders of
Walter Karl, Inc. is incorporated herein by reference to the
Company's Current Report on Form 8-K dated February 24, 1998.
3.1 Certificate of Incorporation, as amended through October 3, 1997,
filed herwith.
3.2 Bylaws are incorporated herein by reference to the Company's
Registration Statement on Form S-1 (File No. 33-42887), which became
effective February 18, 1992.
3.3 Amended and Restated Certificate of Designations of Participating
Preferred Stock, filed in Delaware on October 3, 1997, is incorporated
herein by reference to the Company's Registration Statement on From
8-A, (File No. 97-690893), filed on October 6, 1997.
4.1 Rights Plan for Class A Common is incorporated herein by reference to
the Company's Registration Statement on Form 8-A, (File No. 97-690893),
filed on October 6, 1997.
4.2 Rights Plan for Class B Common is incorporated herein by reference to
the Company's Registration Statement on Form 8-A, (File No. 97-690896),
filed on August 6, 1997 and amended on October 6, 1997.
</TABLE>
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4.3 Specimen of Class A Common Stock Certificate is incorporated herein by
reference to the exhibits filed with the company's Registration
Statement on Form S-3 (File No. 333-36669) filed on October 23, 1997.
4.4* Specimen Class B Common Stock Certificate, filed herewith
4.5 Amended and Restated Credit Agreement between the Company and First
Union National Bank is incorporated herein by reference to the exhibits
filed with the Company's Current Report on Form 8-K dated September 8,
1997.
4.6 Reference is made to Exhibits 3.1, 3.2, and 3.3 hereof.
10.1 Form of Indemnification Agreement with Officers and Directors is
incorporated herein by reference to the exhibits filed with the
Company's Registration Statement on Form S-1 (File No. 33-51352), filed
August 28, 1992.
10.2 Employment Agreement between the Company and Scott Dahnke is
incorporated herein by reference to the exhibits filed with the
Company's Quarterly Report on Form 10-Q for the quarter ended September
30, 1997.
10.3 Employment Agreement between the Company and Gregory Back is
incorporated herein by reference to the exhibits filed with the
Company's Quarterly Report on Form 10-Q for the quarter ended September
30, 1997.
10.5 Reference is made to Exhibits 2.1, 2.2, 2.3, 2.4, 2.5, 2.6, 2.7 and 4.5
hereof.
21.1* Subsidiaries and State of Incorporation, filed herewith.
23.1 Consent of Independent Accountants, filed herewith.
24.1* Power of Attorney (included on signature page)
27.1* Financial Data Schedule, filed herewith.
</TABLE>
* Previously filed
<PAGE> 1
EXHIBIT 3.1
CERTIFICATE OF INCORPORATION
OF
AMERICAN BUSINESS INFORMATION, INC.
ARTICLE I.
Name
The name of the Corporation shall be American Business Information,
Inc.
ARTICLE II.
Registered Office and Agent
The address of the Corporation's registered office in the State of Delaware
is 1209 Orange Street, in the City of Wilmington, County of New Castle, 19801,
and the name of the Registered Agent at such address is The Corporation Trust
Company.
ARTICLE III.
Purpose
The purpose of the Corporation is to engage in any lawful act or activity
for which corporations may be organized under the General Corporation Law of
Delaware.
ARTICLE IV.
Authorized Stock
A. The total number of shares of all classes of capital stock which the
corporation shall have authority to issue is three hundred million
(300,000,000) shares which shall be divided into three classes as follows:
(i) Two Hundred Twenty Million (220,000,000) shares of Class A Common
Stock of the par value of one fourth of one cent ($0.0025) per share;
(ii) Seventy-Five million (75,000,000) shares of Class B Common Stock
of the par value of one fourth of one cent ($0.0025) per share; and
(iii) Five Million (5,000,000) shares of Preferred Stock with a par
value of one fourth of one cent ($0.0025) per share.
Upon this Certificate of Amendment of Certificate of Incorporation becoming
effective pursuant to the General Corporation Law of the State of Delaware (the
"Effective Time"), and without any further action on the part of the Corporation
or its stockholders, each share of the
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Corporation's Common Stock, one fourth of one cent ($0.0025) par value, then
issued (including shares held in the treasury of the Corporation), shall be
automatically reclassified, changed and converted into one (1) fully paid and
non-assessable share of Class B Common Stock, one fourth of one cent ($0.0025)
par value. Any stock certificate which, immediately prior to the Effective Time,
represents shares of Common Stock, one fourth of one cent ($0.0025) par value,
will, from and after the Effective Time, automatically and without the necessity
of presenting the same for exchange, represent that number of shares of Class B
Common Stock equal to the number of shares of Common Stock represented by such
certificate prior to the Effective Time. As soon as practicable after the
Effective Time, the corporation's transfer agent shall mail a transmittal letter
to each record holder who then holds shares of Class B Common Stock, informing
such persons of this reclassification with appropriate instructions on
exchanging certificates representing such shares and other relevant matters. The
Class A Common Stock and Class B Common Stock are hereinafter collectively
referred to as the "Common Stock."
The rights, preferences, privileges, restrictions and limitations
pertaining to the Common Stock, subject to applicable law, are set forth in
Section B of this Article IV. The rights, preferences, privileges, restrictions
and limitations pertaining to the Preferred Stock, subject to applicable law,
are set forth in Article V.
B. COMMON STOCK: Except as set forth expressly in this Section B and to the
fullest extent not otherwise required by applicable law, the Class A
Common Stock and Class B Common Stock shall be identical in every respect.
(i) DIVIDENDS: Subject to all of the rights of any Preferred Stock as
to dividends, holders of shares of Class A Common Stock shall be
entitled to receive, when and as declared by the Board of Directors,
out of funds legally available therefor, dividends at the rate per
share of $0.02, per annum, as adjusted for stock splits, stock
dividends, recapitalizations, and similar events, payable in
preference and priority to any payment of any dividend on the Class B
Common Stock of the Corporation (such preferential dividends, the
"Class A Preferential Dividends"). The Class A Preferential Dividends
shall not be cumulative, and no right to such dividends shall accrue
to holders of Class A Common Stock unless declared by the Board of
Directors. No dividends or other distributions shall be made with
respect to the Class B Common Stock in any fiscal year, other than
dividends payable solely in capital stock, until (a) the Class A
Preferential Dividends have been paid to or declared and set apart
upon all shares of Class A Common Stock during that fiscal year, and
(b) such dividend is declared by the Board of Directors. All dividends
other than the Class A Preferential Dividends shall be paid, when, as
and if declared by the Board of Directors, at an equal per-share rate
on all then-outstanding shares of Class A Common Stock and Class B
Common Stock.
(ii) VOTING: To the fullest extent not otherwise required by law, the
holder of each share of Class A Common Stock issued and outstanding
shall have one vote with respect to such share and the holder of each
share of Class B Common Stock shall have ten (10) votes with respect
to such share, such votes to be
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counted together with all other shares of stock of the Corporation
having general voting power and not separately as a class. Holders of
Common Stock shall be entitled to notice of any shareholders' meeting
in accordance with the Bylaws of the Corporation. Pursuant to Section
242(c) of the General Corporation Law of Delaware, the number of
authorized shares of Class A Common Stock or Class B Common Stock may
be increased or decreased (but not below the number of shares thereof
then outstanding) by the affirmative vote of the holders of a majority
of the stock of the corporation entitled to vote, voting together as a
single class.
(iii) ALLOCATIONS OF PROCEEDS UPON LIQUIDATION: In the event of any
liquidation, dissolution or winding up of the Corporation (a
"Liquidation Event") the assets or funds of the Corporation legally
available for distribution to its stockholders by reason of their
ownership of the stock of the Corporation shall, subject to all of the
rights of any Preferred Stock to receive assets of the Corporation
upon a Liquidation Event, be distributed as follows: first, the
holders of Common Stock shall be entitled to receive for each
outstanding share of Common Stock then held by them an amount equal to
all declared but unpaid dividends on such share; second, all remaining
assets and funds of the Corporation legally available for distribution
to stockholders by reason of their ownership of stock of the
Corporation shall be distributed ratably among the holders of Common
Stock in proportion to the number of shares of Common Stock held by
them. For purposes of this paragraph, a merger or consolidation of the
Corporation with or into any other corporation or corporations, or a
sale of all or substantially all of the assets of the Corporation,
shall be treated as a liquidation, dissolution or winding up, unless
the stockholders of the Corporation immediately prior to such
transaction hold at least 50% of the outstanding voting equity
securities of the surviving corporation in such merger, consolidation
or sale of assets reorganization.
C. ISSUANCES AND REPURCHASES OF COMMON STOCK: The Board of Directors shall
have the power to issue and sell all or any part of any class of stock
herein or hereafter authorized to such persons, firms, associations or
corporations, and for such consideration as the Board of Directors shall
from time to time, in its discretion, determine, whether or not greater
consideration could be received upon the issue or sale of the same number
of shares of another class, and as otherwise permitted by law. In addition,
the Board of Directors shall have the power to purchase any class of stock
herein or hereafter authorized from such persons, firms, associations or
corporations, and for such consideration as the Board of Directors shall
from time to time, in its discretion, determine, whether or not less
consideration could be paid upon the purchase of the same number of shares
of another class, and as therwise permitted by law."
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ARTICLE V.
Rights and Preferences of Holders
of Preferred Stock
The Board of Directors is authorized, subject to limitations prescribed by
law and the provisions of Article IV, to provide for the issuance of the shares
of Preferred Stock in series, and by filing a Certificate pursuant to the
applicable law of the State of Delaware, to establish from time to time the
number of shares to be included in each such series, and to fix the designation,
powers, preferences and rights of the shares of each such series and the
qualifications, limitations or restrictions thereof.
The authority of the Board of Directors with respect to each series of
Preferred Stock shall include, but not be limited to, determination of the
following:
A. The number of shares constituting that series and the distinctive
designation of that series;
B. The dividend rate on the shares of that series, whether dividends shall be
cumulative, and if so, from which data or dates, and the relative rights of
priority, if any, of payment of dividends on shares of that series;
C. Whether that series shall have voting rights, in addition to the voting
rights provided by law, and if so, the terms of such voting rights;
D. Whether that series shall have conversion privileges, and if so, the terms
and conditions of such conversion privileges, including provision for
adjustment of the conversion rate in such events as the Board of Directors
shall determine;
E. Whether or not the shares of that series shall be redeemable, and, if so,
the terms and conditions of such redemption, including the date or date
upon or after which they shall be redeemable, and the amount per share
payable in case of redemption, which amount may vary under different
conditions and at different redemption dates;
F. Whether that series shall have a sinking fund for the redemption or
purchase of shares of that series, and, if so, the terms and amount of such
sinking funds;
G. The rights of the shares of that series in the event of voluntary or
involuntary liquidation, dissolution or winding up of the Corporation, and
the relative rights of priority, if any, of payment of shares of that
series;
H. Any other relative rights, preferences and limitations of that series.
Dividends on outstanding shares of Preferred Stock shall be paid or
declared and set apart for payment before any dividend shall be paid or declared
and set apart for payment on the Common Stock with respect to the same dividend
period.
If upon any voluntary or involuntary liquidation, dissolution or winding up
of the Corporation, the assets available for distribution to holders of shares
of Preferred Stock of all series shall be insufficient to pay such holders the
full preferential amount to which they are entitled, then such assets shall be
distributed ratably among the shares of each series of Preferred
<PAGE> 5
Stock in accordance with each such series respective preferential amounts
(including unpaid cumulative dividends, if any).
ARTICLE VI.
Incorporator
The name and mailing address of the Incorporator is Vinod Gupta, 5711 South
86th Circle, Omaha, Nebraska 68127. Until the directors are elected, the
Incorporator shall manage the affairs of the Corporation, including the adoption
of the original bylaws of the Corporation and may do whatever is necessary and
proper to effect the organization of the Corporation and the election of
directors.
ARTICLE VII.
Premptive Rights
The holders of Common Stock or Preferred Stock of the Corporation shall
have no preemptive rights to subscribe for any shares of any class of stock of
the Corporation whether now or hereafter authorized.
ARTICLE VIII.
Board of Directors
A. The number of Directors constitution the entire Board shall be not less
than three (3) nor more than fifteen (15), as fixed from time to time by
vote of the majority of the entire Board; provided, however, that the
number of Directors shall not be reduced so as to shorten the term of any
Director at the time in office.
B. The Board of Directors shall be divided into three classes, as nearly equal
in numbers as the then total number of Directors constituting the entire
Board permits with the term of office of one class expiring each year. At
the first annual meeting of shareholders in 1992, the term of office of the
first class of Directors will expire and at which them their successors
shall be elected for a term expiring at the third succeeding annual meeting
after their election. At the annual meeting of the shareholders in 1993,
the term of office of the second class of Directors will expire and at
which time their successors shall be elected for a term expiring at the
third succeeding annual meeting after their election. At the annual meeting
of the shareholders in 1994, the term of office of the third class of
Directors will expire and at which time their successors shall be elected
for a term expiring at the third succeeding annual meeting after their
election. Any vacancies in the Board of Directors for any reason, and any
directorships resulting from any increase in the number of Directors, may
be filled by the Board of Directors, acting by a majority of the Directors
then in office, although less than a quorum, and any Director so chosen
shall hold office until the next election of the class for which such
Director shall have been chosen. Subject to the foregoing, at each annual
meeting of shareholders, the successors to the class of Directors whose
term shall then expire shall be elected to hold office for a term expiring
at the third succeeding annual meeting after their election.
C. Notwithstanding any other provisions of this Certificate of Incorporation
or the Bylaws of the Corporation (and notwithstanding the fact that some
lesser percentage may be specified by law, this Certificate of
Incorporation or the Bylaws of the Corporation), any director or the entire
Board of Directors of the Corporation may be removed at any time, but only
for cause and only by affirmative vote of the holders of fifty percent
(50%) or more of the outstanding shares of capital stock of the Corporation
entitled to vote generally in the election of Directors (considered for
this purpose as one class) cast at a meeting of the shareholders called for
that purpose.
<PAGE> 6
ARTICLE IX.
Bylaws
All of the powers of the Corporation, insofar as the same may be lawfully
vested by this Certificate of Incorporation in the Board of Directors, are
hereby conferred upon the Board of Directors of the Corporation. Except as
otherwise provided in this Article IX, and in furtherance, and not in limitation
of that power, the Board of Directors shall have the power to make, adopt,
alter, amend and repeal from time to time the Bylaws of the corporation, subject
to the right of the shareholders entitled to vote with respect thereto to adopt,
alter, amend and repeal Bylaws made by the Board of Directors. The shareholders
may expressly provide in any bylaw that such bylaw may not be altered, amended
or repealed by the Board of Directors; and a bylaw so providing may not be
altered, amended or repealed by the Board of Directors.
ARTICLE X.
Amendment of Articles
Notwithstanding any other provision of this Certificate of Incorporation or
the Bylaws of the Corporation (in addition to any other vote that may be
required by law, this Certificate of Incorporation or the Bylaws), the
affirmative vote of the holders of at least sixty percent (60%) of the
outstanding shares of the Common Stock of the Corporation, and any series of
Preferred Stock entitled to vote generally in the election of Directors
(considered for this purpose as one class) shall be required to amend, alter or
repeal any provision of this Certificate of Incorporation.
ARTICLE XI.
Liability of Directors
No Director of the Corporation shall be personally liable to the
Corporation or its shareholders for monetary damages for breach of fiduciary
duty as a Director; provided, however, that the foregoing clause shall not apply
to any liability of a Director: ( i ) for any breach of the Director's duty of
loyalty to the Corporation or its shareholders; ( ii ) for acts or omissions not
in good faith or which involved intentional misconduct or a knowing violation of
law; ( iii ) under Section 174 of the General Corporation Law of the State of
Delaware; or ( iv ) for any transaction from which the Director derived an
improper personal benefit. If the General Corporation Law of the State of
Delaware is amended to authorize corporate action further eliminating or
limiting the personal liability of the Directors, then the liability of the
Director of the Corporation shall be eliminated or limited to the fullest extent
permitted by the General Corporation Law of the State of Delaware, as so
amended. Any repeal or modification of this Article XI shall not adversely
effect any right or protection of a Director of the Corporation existing
hereunder with respect to any act or omission occurring prior to such repeal or
modification.
<PAGE> 7
ARTICLE XII.
Director Voting
Unless otherwise provided by resolution by the Board of Directors, it shall
not be required that elections of Directors be conducted by written ballot.
ARTICLE XIII.
Indemnification
The Corporation shall to the extent required, and may, to the extent
permitted, by Section 145 of the Delaware General Corporation Law, as amended
from time to time, indemnify and reimburse all persons whom it may indemnify and
reimburse pursuant thereto. Notwithstanding the foregoing, the indemnification
provided for in this Article XIII shall not be deemed exclusive of any other
rights to which those entitled to receive indemnification or reimbursement
hereunder may be entitled under any bylaw of this Corporation, agreement, vote
or consent of shareholders or disinterested directors or otherwise.
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement
on Form S-8 (File No. 33-59256) of American Business Information, Inc. of our
report dated January 23, 1998, on our audits of the consolidated financial
statements and financial statement schedule of American Business Information,
Inc. as of December 31, 1997 and 1996, and for each of the three years in the
period ended December 31, 1997, which report is included in this Annual Report
on Form 10-K.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Omaha, Nebraska
March 30, 1998
