<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement [ ] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
AMERICAN BUSINESS INFORMATION, INC.
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
Notes:
<PAGE> 2
AMERICAN BUSINESS INFORMATION, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MAY 22, 1998
TO THE STOCKHOLDERS:
NOTICE IS HEREBY GIVEN that the 1998 Annual Meeting of Stockholders of
American Business Information, Inc., a Delaware corporation (the "Company"),
will be held on May 22, 1998, at 10:00 a.m. local time, at the Marriott Hotel,
10220 Regency Circle, Omaha, Nebraska, for the following purposes as more fully
described in the Proxy Statement accompanying this Notice:
1. To elect three directors to the Board of Directors for a term of three
years;
2. To amend the Certificate of Incorporation to change the name of the
Company to InfoUSA, Inc.
3. To ratify the appointment of Coopers & Lybrand L.L.P. as the Company's
independent public accountants for the fiscal year ending December 31,
1998; and
4. To transact such other business as may properly come before the meeting
or any adjournment thereof.
Only stockholders of record at the close of business on April 3, 1998, are
entitled to receive notice of and to vote at the meeting.
All stockholders are cordially invited to attend the meeting in person.
However, to assure your representation at the meeting, you are urged to mark,
sign, date and return the enclosed Proxy card as promptly as possible in the
postage-prepaid envelope for that purpose. Stockholders attending the meeting
may vote in person even if they have returned a Proxy.
Sincerely,
STEVEN PURCELL
Secretary
Omaha, Nebraska
April , 1998
<PAGE> 3
AMERICAN BUSINESS INFORMATION, INC.
------------------------
PROXY STATEMENT
------------------------
INFORMATION CONCERNING SOLICITATION AND VOTING
GENERAL
The enclosed Proxy is solicited on behalf of American Business Information,
Inc., a Delaware corporation (the "Company"), for use at its 1998 Annual Meeting
of Stockholders to be held on May 22, 1998, at 10:00 a.m., local time, or at any
adjournments or postponements thereof, for the purposes set forth in this Proxy
Statement and in the accompanying Notice of Annual Meeting of Stockholders. The
Annual Meeting will be held at the Marriott Hotel, 10220 Regency Circle, Omaha,
Nebraska. The Company's principal executive offices are located at 5711 South
86th Circle, Omaha, Nebraska 68127. The Company's telephone number is (402)
593-4500.
These proxy solicitation materials were mailed on or about April
, 1998, to all stockholders entitled to vote at the meeting.
RECORD DATE; OUTSTANDING SHARES
Stockholders of record at the close of business on April 3, 1998 (the
"Record Date"), are entitled to receive notice of and vote at the meeting. On
the Record Date, 24,663,661 shares of the Company's Class A Common Stock, $.0025
par value, were issued and outstanding. On the Record Date, 24,663,661 shares of
the Company's Class B Common Stock, $.0025 par value, were issued and
outstanding. For information regarding holders of more than five percent of the
outstanding Common Stock, see "Election of Directors -- Security Ownership."
REVOCABILITY OF PROXIES
Proxies given pursuant to this solicitation may be revoked at any time
before they have been used. Revocation will occur by delivering a written notice
of revocation to the Company or by duly executing a proxy bearing a later date.
Revocation will also occur if the individual attends the meeting and votes in
person.
VOTING AND SOLICITATION
Every holder of record of Class A Common Stock on the Record Date is
entitled, for each share held, to one vote on each proposal or item that comes
before the meeting. Every holder of record of Class B Common Stock on the Record
Date is entitled, for each share held, to ten votes on each proposal or item
that comes before the meeting. In the election of directors, each stockholder
will be entitled to vote for three nominees and the three nominees with the
greatest number of votes will be elected. For all proposals at this Annual
Meeting, the votes of holders of Class A Common Stock and Class B Common Stock
will be counted together as a single class.
The cost of this solicitation will be borne by the Company. The Company may
reimburse expenses incurred by brokerage firms and other persons representing
beneficial owners of shares in forwarding solicitation material to beneficial
owners. Proxies may be solicited by certain of the Company's directors, officers
and regular employees without additional compensation, personally, by telephone
or by telegram.
DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS
Stockholder proposals which are intended to be presented at the Company's
1999 Annual Meeting must be received by the Company no later than December 23,
1998 in order that they may be included in the proxy statement and form of proxy
for that meeting.
<PAGE> 4
PROPOSAL ONE
ELECTION OF DIRECTORS
GENERAL
The Company's Board of Directors is divided into three classes, two of
which have three directors and one of which has four directors, with the term of
office of one class expiring each year. The terms of office of directors Harold
W. Andersen, Elliot S. Kaplan and Jon H. Wellman expire at the 1998 Annual
Meeting. The terms of office of directors Scott Dahnke, Paul A. Goldner, Gautam
Gupta and George J. Kubat expire at the 1999 Annual Meeting and the terms of
office of directors Vinod Gupta, George F. Haddix and Jon D. Hoffmaster expire
at the 2000 Annual Meeting. The Company is proposing that stockholders elect
three directors at the 1998 Annual Meeting.
VOTE REQUIRED
The three nominees receiving the highest number of affirmative votes of the
shares present in person or represented by proxy at the Annual Meeting and
entitled to vote on the election of directors shall be elected to the Board of
Directors. Votes withheld from any director are counted for purposes of
determining the presence or absence of a quorum, but have no legal effect under
Delaware law. While there is no definitive statutory or case law authority in
Delaware as to the proper treatment of abstentions and broker non-votes in the
election of directors, the Company believes that both abstentions and broker
non-votes should be counted for purposes of whether a quorum is present at the
Annual Meeting. In the absence of precedent to the contrary, the Company intends
to treat abstentions and broker non-votes with respect to the election of
directors in this manner.
Unless otherwise instructed, the proxy holders will vote the proxies
received by them for the Company's three nominees named below, all of whom are
presently directors of the Company. If any nominee of the Company is unable or
declines to serve as a director at the time of the Meeting, the proxies will be
voted for any nominee who is designated by the present Board of Directors to
fill the vacancy. It is not expected that any nominee will be unable or will
decline to serve as a director. THE BOARD OF DIRECTOR RECOMMENDS THAT
STOCKHOLDERS VOTE "FOR" THE NOMINEES LISTED BELOW.
2
<PAGE> 5
NOMINEES FOR ELECTION AT THE ANNUAL MEETING
The names of the nominees, and certain information about them, are set
forth below:
<TABLE>
<CAPTION>
DIRECTOR
NAME OF NOMINEE AGE POSITION/PRINCIPAL OCCUPATION SINCE
--------------- --- ----------------------------- --------
<S> <C> <C> <C>
Harold W. Andersen(1)(2)....... 74 Director; Contributing Editor 1993
to Omaha World Herald and
Retired Publisher of Omaha
World Herald Company
Elliot S. Kaplan(2)............ 61 Director; Senior Partner in law 1988
firm of Robins, Kaplan, Miller
& Ciresi L.L.P.
Jon H. Wellman................. 46... Director; President and Chief 1997
Operating Officer
</TABLE>
- ---------------
(1) Member of the Audit Committee
(2) Member of Compensation Committee
HAROLD ANDERSEN has served as director of the Company since September 1993.
He is the former President, Chief Executive Officer, Chairman and Publisher of
the Omaha World Herald Company, a newspaper publishing company. Mr. Andersen is
currently a Contributing Editor to the Omaha World Herald. Mr. Andersen holds a
B.S. in Liberal Arts from the University of Nebraska.
ELLIOT KAPLAN has served as director of the Company since May 1988. He is a
name partner and former Chairman of the Executive Board of the law firm of
Robins, Kaplan, Miller & Ciresi L.L.P. and has practiced law continuously with
that firm since 1962. Mr. Kaplan is also a director and officer of Best Buy Co.,
Inc., and a director of The Franklin Corporation. Mr. Kaplan holds a B.A. in
Business Administration and a J.D. from the University of Minnesota.
JON WELLMAN has served as President, Chief Operating Officer and a director
of the Company since February 1997. Mr. Wellman joined the Company in August
1995 as Chief Financial Officer and Secretary. Mr. Wellman previously served as
Vice President and Chief Financial Officer at Signal Technology Corporation, a
defense electronics manufacturer, from December 1994 to July 1995, and was a
Partner with Coopers & Lybrand L.L.P., an independent public accounting firm,
from 1989 to November 1994. Mr. Wellman holds a B.S. in Business from the
University of Idaho.
3
<PAGE> 6
INCUMBENT DIRECTORS WHOSE TERMS OF OFFICE CONTINUE AFTER THE ANNUAL MEETING
The names and certain other information about the Directors whose terms of
office continue after the Annual Meeting are set forth below:
<TABLE>
<CAPTION>
DIRECTOR
NAME AGE POSITION/PRINCIPAL OCCUPATION SINCE
---- --- ----------------------------- --------
<S> <C> <C> <C>
Vinod Gupta.................... 51 Chairman of the Board 1972
Scott Dahnke................... 32 Director; Chief Executive 1997
Officer
Paul A. Goldner................ 64 Director; Consultant to the 1997
Company
Gautam Gupta................... 52 Director; President and Chief 1988
Executive Officer of IDE
Corporation and IDEAssociates,
Inc.
George F. Haddix(2)............ 59 Director; Individual Investor 1995
Jon D. Hoffmaster(1)........... 49 Director; Consultant to the 1978
Company
George J. Kubat(1)............. 52 Director; President and Chief 1995
Executive Officer of Phillips
Manufacturing Co.
</TABLE>
- ---------------
(1) Member of Audit Committee
(2) Member of Compensation Committee
VINOD GUPTA is the founder of the Company and has been Chairman of the
Board of the Company since its incorporation in 1972. Mr. Gupta served as Chief
Executive Officer of the Company from the time of its incorporation in 1972
until September 1997. Mr. Gupta holds a B.S. in Engineering from the Indian
Institute of Technology, Kharagpur, India, and an M.S. in Engineering and an
M.B.A. from the University of Nebraska. Mr. Gupta is unrelated to Gautam Gupta.
SCOTT DAHNKE joined the Company as Chief Executive Officer and director in
October 1997. Prior to that time, Mr. Dahnke was with the consulting firm
McKinsey & Company, Inc., where he worked since August 1991, and had been a
Partner since May 1997. While at McKinsey, Mr. Dahnke served as a consultant to
the Company since May 1997. Mr. Dahnke holds a B.S. in Mechanical Engineering
from the University of Notre Dame and an M.B.A. from Harvard Business School.
PAUL GOLDNER has served as a director of and consultant to the Company
since the acquisition of Database America ("DBA") in February 1997. He was a
founder of DBA, and served as its Chairman and Chief Executive Officer from 1973
to February 1997. Mr. Goldner holds a B.S. in Management Engineering from the
Rensselaer Polytechnic Institute. In connection with its acquisition of DBA, the
Company agreed to nominate Mr. Goldner to be elected to the Board when his
current term expires in 1999.
GAUTAM GUPTA has served as a director of the Company since May 1988. Since
1982, Mr. Gupta has served as the President and Chief Executive Officer of IDE
Corporation and IDEAssociates, Inc., a manufacturer of data communication
equipment for computer systems. Mr. Gupta holds an M.B.A. from Harvard Business
School and an M.S. and a B.S. degree in Engineering from the Indian Institute of
Technology, Kharagpur, India. Mr. Gupta is unrelated to Vinod Gupta.
GEORGE HADDIX has served as a director of the Company since March 1995.
Since December 1997, Mr. Haddix has been an individual investor. From November
1994 to December 1997, Mr. Haddix has served as President of CSG Holdings, Inc.
and CSG Systems International, Inc., companies engaged in providing software and
information services to the communications industry. Mr. Haddix is a director of
CSG Systems International, Inc. From 1989 until joining CSG in November 1994,
Mr. Haddix was an individual investor. Mr. Haddix holds a B.A. from the
University of Nebraska, an M.A. from Creighton University and a Ph.D. from Iowa
State University, all in Mathematics.
4
<PAGE> 7
JON HOFFMASTER has served as a director of the Company since 1978, as Vice
Chairman of the Company from September 1993 to December 1995, as Chief Financial
Officer of the Company from July 1992 to July 1995, and as President and Chief
Operating Officer of the Company from September 1991 to September 1993. Mr.
Hoffmaster has served as a consultant to the Company since January 1996. Mr.
Hoffmaster is also a director of Bridges Investment Fund. Mr. Hoffmaster holds a
B.A. in Finance from the University of Nebraska.
GEORGE KUBAT has served as a director of the Company since May 1995. Since
November 1992, Mr. Kubat has served as President and Chief Executive Officer of
Phillips Manufacturing Co., a dry wall equipment and supply business
("Phillips"). Prior to joining Phillips, Mr. Kubat was with Coopers & Lybrand
L.L.P. for over 16 years. Mr. Kubat is also a director of America First
Companies L.L.C. and SITEL Corporation. Mr. Kubat holds a B.S. in Business
Administration from Creighton University and a J.D. from Creighton University.
5
<PAGE> 8
SECURITY OWNERSHIP
The following table sets forth the beneficial ownership of the Company's
Class A Common Stock and Class B Common Stock as of the Record Date (i) by each
of the executive officers named in the table under "Executive
Compensation -- Summary Compensation Table," (ii) by each director, (iii) by all
current directors and executive officers as a group and (iv) by all persons
known to the Company to be the beneficial owners of more than 5% of the
Company's Common Stock:
<TABLE>
<CAPTION>
TOTAL
VOTING
DIRECTORS, OFFICERS AND 5% STOCKHOLDERS CLASS A CLASS B PERCENTAGE
- --------------------------------------- ---------- ---------- ----------
<S> <C> <C> <C>
Vinod Gupta(1).......................... 8,820,654 8,890,654 34.9%
5711 South 86th Circle
Omaha, Nebraska 68127
FMR Corp................................ 2,037,100 2,037,100 8.3%
82 Devonshire Street
Boston, Massachusetts 02109
Paul A. Goldner(2)...................... 1,566,145 1,566,145 6.2%
100 Paragon Drive
Montvale, New Jersey 07645
Jon D. Hoffmaster(3).................... 508,500 501,500 1.6%
George Haddix(4)........................ 23,500 23,500 *
Harold W. Andersen(5)................... 22,300 22,300 *
Gautam Gupta(6)......................... 63,535 63,535 *
Elliot S. Kaplan(7)..................... 71,840 91,840 *
George Kubat(8)......................... 28,300 28,300 *
Scott Dahnke............................ -- -- *
Jon H. Wellman(9)....................... 95,000 95,000 *
Monica Messer(10)....................... 160,934 160,934 *
William Chasse(11)...................... 63,250 63,250 *
William Kerrey(12)...................... 25,133 25,133 *
Steven Purcell(13)...................... 5,000 5,000 *
Al Ambrosino(14)........................ 33,000 33,000 *
Gregory Back............................ -- -- *
All directors and executive officers as
a group (16 persons)(15).............. 11,487,091 11,570,091 44%
</TABLE>
- ---------------
* Represents less than 1% of the outstanding shares of Common Stock
(1) Excludes 315,000 shares of Class A Common Stock and 345,000 shares of Class
B Common Stock held in irrevocable trusts for the benefit of Mr. Gupta's
children for which Mr. Gupta is not trustee and in which he has no
beneficial interest. Includes 240,000 shares of Class A Common Stock and
240,000 shares of Class B Common Stock subject to options exercisable
within 60 days of the Record Date.
(2) Excludes 545,717 shares of Class A Common Stock and 545,717 shares of Class
B Common Stock held in irrevocable trusts for the benefit of Mr. Goldner's
children for which Mr. Goldner is not a trustee and in which he has no
beneficial interest. Includes 39,000 shares of Class A Common Stock and
39,000 shares of Class B Common Stock subject to options exercisable within
60 days of the Record Date.
(3) Includes 118,500 shares of Class A Common Stock and 118,500 shares of Class
B Common Stock subject to options exercisable within 60 days of the Record
Date.
(4) Includes 21,000 shares of Class A Common Stock and 21,000 shares of Class B
Common Stock subject to options exercisable within 60 days of the Record
Date.
6
<PAGE> 9
(5) Includes 3,000 shares of Class A Common Stock and 3,000 shares of Class B
Common Stock subject to options exercisable within 60 days of the Record
Date.
(6) Includes 6,000 shares of Class A Common Stock and 6,000 shares of Class B
Common Stock subject to options exercisable within 60 days of the Record
Date.
(7) Includes 6,000 shares of Class A Common Stock and 6,000 shares of Class B
Common Stock subject to options exercisable within 60 days of the Record
Date.
(8) Includes 21,000 shares of Class A Common Stock and 21,000 shares of Class B
Common Stock subject to options exercisable within 60 days of the Record
Date.
(9) Includes 95,000 shares of Class A Common Stock and 95,000 shares of Class B
Common Stock subject to options exercisable within 60 days of the Record
Date.
(10) Includes 21,250 shares of Class A Common Stock and 21,250 shares of Class B
Common Stock subject to options exercisable within 60 days of the Record
Date.
(11) Includes 63,250 shares of Class A Common Stock and 63,250 shares of Class B
Common Stock subject to options exercisable within 60 days of the Record
Date.
(12) Includes 13,374 shares of Class A Common Stock and 13,374 shares of Class B
Common Stock subject to options exercisable within 60 days of the Record
Date.
(13) Includes 5,000 shares of Class A Common Stock and 5,000 shares of Class B
Common Stock subject to options exercisable within 60 days of the Record
Date.
(14) Includes 33,000 shares of Class A Common Stock and 33,000 shares of Class B
Common Stock subject to options exercisable within 60 days of the Record
Date.
(15) Includes 685,374 shares of Class A Common Stock and 685,374 shares of Class
B Common Stock subject to options exercisable within 60 days of the Record
Date.
BOARD MEETINGS AND COMMITTEES
The Board of Directors of the Company held a total of six meetings during
1997. The Board of Directors has an Audit Committee and a Compensation
Committee. The Board does not have a nominating or any committee performing
similar functions.
The Audit Committee, which currently consists of directors Harold W.
Andersen, Jon D. Hoffmaster and George Kubat, met three times in 1997. This
committee is primarily responsible for approving the services performed by the
Company's independent auditors and for reviewing and evaluating the Company's
accounting principles and its system of internal accounting controls.
The Compensation Committee, which currently consists of directors Harold W.
Andersen, George F. Haddix and Elliot S. Kaplan, met one time during 1997. This
committee has been delegated the duties of administering existing and future
stock and option plans of the Company, including the Company's 1992 Stock Option
Plan and the Company's 1997 Class A Common Stock Option Plan, and establishing
the compensation of the Company's executive officers.
No director attended fewer than 75% of the aggregate of the total number of
meetings of the Board of Directors and the total number of meetings held by all
committees of the Board of Directors on which he served.
BOARD COMPENSATION
During 1997, non-employee directors were compensated at a rate of $2,500
per Board meeting attended. Employee directors do not receive compensation for
their service on the Board. In addition, during 1997, directors Harold W.
Andersen, Paul A. Goldner, Vinod Gupta, George Haddix, Jon D. Hoffmaster, Elliot
S. Kaplan and George Kubat were each granted an option to purchase 6,000 shares
of Class A Common Stock and 6,000 shares of Class B Common Stock at an exercise
price of $11.06 per share (the fair market value on the date of grant). On March
19, 1998, the Company issued special grants of stock options to Jon Hoffmaster,
Elliot Kaplan, George Kubat and George Haddix for 20,000 shares of Class A
Common Stock at a price of $12.00 per share in recognition of their
contributions to certain acquisition-related activities of the Company. See also
the Executive Compensation table herein.
7
<PAGE> 10
PROPOSAL TWO
PROPOSAL TO AMEND THE CERTIFICATE OF INCORPORATION
TO CHANGE THE NAME OF THE COMPANY TO INFOUSA, INC.
The Board of Directors has unanimously adopted a resolution declaring it
advisable to amend the Company's Certificate of Incorporation to change the name
of the Company from American Business Information, Inc. to InfoUSA, Inc. (the
"Name Change Amendment"). The Board of Directors further directed that the Name
Change Amendment be submitted for consideration by stockholders at the Company's
Annual Meeting.
The change of the Company's name will be effected through an amendment to
Article I of the Company's Certificate of Incorporation. As amended, such
Article I would read in its entirety as follows:
"Article I -- Name. The name of the Corporation shall be InfoUSA, Inc."
In the event the Name Change Amendment is approved by stockholders, the
Company will thereafter file a Certificate of Amendment to its Certificate of
Incorporation with the Delaware Secretary of State, which will become effective
at the close of business on the date such filing is accepted by the Secretary of
State.
The Board believes that the Name Change Amendment is in the Company's best
interest because it reflects the broadening of the Company's business in recent
years through internal growth and growth through acquisitions. From the
Company's inception in 1972 through the early 1990's, the Company's business was
focussed almost exclusively on providing marketing information and services with
respect to businesses in the United States. With the Company's acquisitions of
DBA, Pro CD, and other companies and the Company's rapid internal growth in the
1990's, the Company has increased its presence in the consumer marketing
information industry, greatly increased its ability to provide data processing
solutions, added two new consumer CD-ROM product lines, and broadened its
offerings of business marketing information. As a result, the Company's present
name no longer adequately captures all of the Company's business activities, and
the Board believes that it may mislead potential customers to look elsewhere for
products and services that the Company sells. The Board believes that,
notwithstanding the substantial goodwill associated with the Company's present
name, it is necessary to change the corporate name to broaden the appeal of the
Company among potential customers.
The Board believes that InfoUSA, Inc. is an appealing corporate name that
encompasses the full range of the Company's business. The Company has begun
using the new name in connection with certain of its products and services over
the Internet and in retail sales on a test basis, and believes that the
reception among the Company's customers has been positive. Management has
reviewed the potential name change with the Company's trademark counsel and has
made appropriate filings to safeguard the Company's rights with respect to the
new name. On March 31, 1998, the trademark INFOUSA (design) was registered with
the United States Patent and Trademark Office (Registration Number 2147134). The
Company, however anticipates that it may not receive the registration of the
second trademark it has applied for by the time of the Annual Meeting. In the
event that the Company is unable to secure such registration, the Board of
Directors may abandon the Name Change Amendment even after stockholder approval.
There can be no assurance that the new corporate name will attract a
broader range of customers, or that the name change will not create confusion
that will cause the Company to lose customers. In addition, it is possible that
the Company will be unsuccessful in establishing ownership of the new trademarks
or tradename or that other parties may challenge the Company's rights in the new
trademarks or tradename. However, taking all of the foregoing into account, the
Board deems that on balance the Name Change Amendment is in the best interest of
the Company and its stockholders.
If the Name Change Amendment is approved by stockholders, the Company plans
to change its symbol on the Nasdaq National Market. The Company plans to apply
to the Nasdaq Stock Market to have its Class A Common Stock listed for quotation
as "IUSAA" and to have its Class B Common Stock listed for quotation as "IUSAB."
8
<PAGE> 11
VOTE REQUIRED
Under the Delaware General Corporation Law and the Company's Certificate of
Incorporation, the affirmative vote of the holders of sixty percent (60%) of the
shares of Common Stock entitled to vote at the Annual Meeting is required to
adopt this Proposal Two. With respect to the proposed Name Change Amendment, all
shares will be voted FOR or AGAINST, or not voted, as specified on each proxy.
If no choice is indicated, a proxy will be voted FOR the proposed Name Change
Amendment. Abstentions and broker non-votes will be counted as present for the
purpose of establishing a quorum and will have the same effect as a vote against
the proposal. THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE
PROPOSAL TO AMEND THE CERTIFICATE OF INCORPORATION TO CHANGE THE NAME OF THE
COMPANY TO InfoUSA, Inc.
9
<PAGE> 12
PROPOSAL THREE
RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
Management has selected Coopers & Lybrand L.L.P., independent accounts, to
audit the books, records and accounts of the Company for the current fiscal year
ending December 31, 1998. Coopers & Lybrand L.L.P. has audited the Company's
financial statements since the fiscal year ended December 31, 1991.
The affirmative vote of the holders of a majority of the votes cast at the
meeting will be required to approve and ratify the Board's selection of Coopers
& Lybrand L.L.P. Abstentions and broker non-votes will be counted as present for
the purpose of establishing a quorum. Abstentions will have the same effect as a
vote against the proposal, and broker non-votes will have no effect on the
outcome of the proposal. THE BOARD OF DIRECTORS RECOMMENDS VOTING "FOR" APPROVAL
AND RATIFICATION OF SUCH SELECTION. In the event of a negative vote on such
ratification, the Board of Directors will reconsider its selection.
A representative of Coopers & Lybrand L.L.P. is expected to be available at
the Annual Meeting to make a statement if such representative desires to do so
and to respond to appropriate questions.
10
<PAGE> 13
OTHER INFORMATION REGARDING THE COMPANY
PERFORMANCE GRAPH
The following Performance Graph compares the cumulative total return to
stockholders of the Company's Common Stock from December 31, 1992 to December
31, 1997 to the cumulative total return over such period of (i) The Nasdaq Stock
Market (U.S. Companies) Index and (ii) Hambrecht & Quist Products and Services
Index. The information contained in the Performance Graph shall not be deemed to
be "soliciting material" or to be "filed" with the Securities and Exchange
Commission (the "SEC"), nor shall such information be incorporated by reference
into any future filing under the Securities Act of 1933, as amended (the
"Securities Act"), or the Securities and Exchange Act of 1934, as amended (the
"Exchange Act"), except to the extent that the Company specifically incorporates
it by reference into any such filing.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN*
AMONG AMERICAN BUSINESS INFORMATION, INC., NASDAQ
STOCK MARKET INDEX AND HAMBRECHT & QUIST PRODUCTS AND SERVICES INDEX
<TABLE>
<CAPTION>
'AMERICAN 'AMERICAN NASDAQ
BUSINESS BUSINESS (U.S. HAMBRECHT &
MEASUREMENT PERIOD INFORMATION, INFORMATION, COMPANIES) QUIST PRODUCTS
(FISCAL YEAR COVERED) INC. CLASS A**' INC. CLASS B**' INDEX & SERVICES INDEX
<S> <C> <C> <C> <C>
'DECEMBER 31, 1992' 100 100 100 100
'FYE DECEMBER 31, 1993' 79 79 115 117
'FYE DECEMBER 31, 1994' 101 101 112 141
'FYE DECEMBER 31, 1995' 159 159 159 211
'FYE DECEMBER 31, 1996' 183 183 195 262
'FYE DECEMBER 31, 1997' 173 169 239 307
</TABLE>
- ---------------
* Assumes $100 invested on December 31, 1992 in American Business Information,
Inc. Common Stock, Nasdaq Stock Market (U.S. Companies) Index and Hambrecht &
Quist Products and Services Index.
** On October 3, 1997, the Company reclassified its existing Common Stock as
Class B Common Stock, authorized a new class of Common Stock designated Class
A Common Stock (together, the "Reclassification") and declared a dividend of
one share of Class A Common Stock for each share of Class B Common Stock
outstanding (the "Stock Dividend"). The Stock Dividend had the effect of a
two-for-one stock split. The information set forth for periods prior to
October 10, 1997, the first day that the Class A Common Stock and Class B
Common Stock traded separately, has been adjusted to give effect to the
Reclassification and the Stock Dividend. The information set forth below from
and after October 10, 1997 is actual historical information.
11
<PAGE> 14
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE.
The following table sets forth the compensation paid by the Company for
each of the three previous years for the period ending December 31 to persons
who served as Chief Executive Officer during the last fiscal year and each of
the other four most highly compensated executive officers of the Company
(together, the "Named Executive Officers"):
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION AWARD
-----------------------------------
SECURITIES
UNDERLYING
OPTIONS ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) (#)(1) COMPENSATION
--------------------------- ---- --------- -------- ---------- ------------
<S> <C> <C> <C> <C> <C>
Scott Dahnke(2)........................ 1997 93,750 250,000(3) 500,000 --
Chief Executive Officer and Director 1996 -- -- -- --
1995 -- -- -- --
Vinod Gupta(4)......................... 1997 48,000(5) -- 140,000(6) --
Chairman of the Board and Past Chief 1996 48,000(5) -- 1,800,000 --
Executive Officer 1995 100,000(5) -- -- --
William Chasse......................... 1997 240,000 -- -- --
Senior Vice President 1996 155,000 1,525 260,000 --
1995 118,500 29,018 75,000 --
Bill Kerrey............................ 1997 180,000 86,548 20,000 --
Senior Vice President 1996 157,500 79,048 -- --
1995 118,500 172,888 36,000 --
Monica Messer.......................... 1997 240,000 -- 250,000 --
Senior Vice President 1996 208,000 -- -- --
1995 182,875 -- -- --
Jon Wellman............................ 1997 275,000 -- -- --
President and Chief Operating Officer 1996 180,000 26,500 940,000 --
1995 51,000 -- 60,000 --
</TABLE>
- ---------------
(1) Except as otherwise expressly noted, each of the figures indicated below
includes options to purchase equal numbers of shares of the Company's Class
A Common Stock and Class B Common Stock pursuant to options to purchase
Common Stock granted under the 1992 Stock Option Plan prior to the
Reclassification and the Stock Dividend.
(2) Scott Dahnke was hired as Chief Executive Officer in October 1997 and
therefore information regarding his compensation is since that date.
(3) Includes $250,000 paid to Scott Dahnke as a signing bonus.
(4) Vinod Gupta served as Chief Executive Officer from the inception of the
Company until September 1997. Mr. Gupta continues to serve as Chairman of
the Board.
(5) Excludes certain amounts paid to Annapurna Corporation for consulting
services and related expenses reimbursed in connection with acquisition
activity conducted by the Company during 1997, 1996 and 1995, respectively
(see "Certain Transactions" herein). Annapurna Corporation is 100% owned by
Vinod Gupta. Vinod Gupta has agreed not to be eligible for cash bonuses.
(6) This figure consists of an option to purchase 140,000 shares of the
Company's Class A Common Stock granted under the 1997 Class A Common Stock
Option Plan.
EMPLOYMENT CONTRACTS
In September 1997, the Company and Scott Dahnke entered into an employment
agreement for Mr. Dahnke to be the Company's Chief Executive Officer, and
providing for (i) a signing bonus of $250,000, (ii) a base salary of $375,000,
(iii) eligibility for annual bonuses of up to $250,000 per year, based on the
achievement of certain performance objectives, (iv) an option to purchase up to
500,000 shares of the Company's stock, plus possible future options contingent
upon the achievement of certain performance
12
<PAGE> 15
objectives, and (v) severance payments and arrangements in the event of Mr.
Dahnke's termination under certain circumstances.
OPTION GRANTS IN THE LAST FISCAL YEAR.
The following table sets forth each grant of stock options made during the
year ended December 31, 1997 to each of the Named Executive Officers.
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
--------------------
INDIVIDUAL GRANTS VALUE AT ASSUMED
----------------------------------------------------- ANNUAL RATES OF
% OF TOTAL STOCK PRICE
NUMBER OF OPTIONS APPRECIATION FOR
SECURITIES GRANTED TO EXERCISE OPTION TERM(2)
UNDERLYING EMPLOYEES IN PRICE EXPIRATION --------------------
GRANTED(1) FISCAL YEAR ($/SHARE) DATE 5% 10%
---------- ------------ --------- ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Scott Dahnke............ 500,000 18.03% 12.75 10/1/2002 -- --
Vinod Gupta............. 140,000(3) 5.05% 11.00 12/4/2002 -- --
William Chasse.......... 50,000 1.80% 10.38 3/5/2002 -- --
Bill Kerrey............. 20,000 0.72% 10.38 3/5/2002 -- --
Monica Messer........... 200,000 7.21% 13.63 7/22/2002 -- --
Jon Wellman............. -- -- -- -- -- --
</TABLE>
- ---------------
(1) Options indicated vest and become exercisable in four equal annual
installments on the first four anniversaries of the date of grant based upon
the optionee continuing to be employed by the Company. Except as otherwise
expressly noted, each of the figures indicated below includes options to
purchase equal numbers of shares of the Company's Class A Common Stock and
Class B Common Stock pursuant to options to purchase Common Stock granted
under the 1992 Stock Option Plan prior to the Reclassification and the Stock
Dividend.
(2) Potential realizable value is based on an assumption that the stock price
appreciates at the annual rate shown (compounded annually) from the date of
grant until the end of the option term. These numbers are calculated based
on the requirements promulgated by the Securities and Exchange Commission
and do not reflect the Company's estimate of future stock price growth.
(3) This figure consists of an option to purchase 140,000 shares of the
Company's Class A Common Stock granted under the 1997 Class A Common Stock
Option Plan.
OPTION EXERCISES AND FISCAL YEAR-END OPTION VALUES
The following table sets forth, for each of the Named Executive Officers,
the value realized on exercised options and the year-end value of unexercised
options:
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING VALUE OF UNEXERCISED
SHARES UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
ACQUIRED ON VALUE AT YEAR-END(#)(1): AT YEAR-END($)(2):
NAME EXERCISE REALIZED EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
---- ----------- -------- ------------------------- -------------------------
<S> <C> <C> <C> <C>
Scott Dahnke.................... -- -- --/500,000 --/--
Vinod Gupta..................... -- -- 240,000/1,700,000 442,800/2,878,200
William Chasse.................. 20,000 188,980 136,500/258,000 386,663/602,760
Bill Kerrey..................... 35,250 201,154 18,000/41,750 29,250/51,919
Monica Messer................... -- -- 22,500/257,500 136,013/45,338
Jon Wellman..................... 110,000 381,815 155,000/735,500 270,625/1,633,125
</TABLE>
- ---------------
(1) Each of the figures indicated below includes options to purchase equal
numbers of shares of the Company's Class A Common Stock and Class B Common
Stock pursuant to options to purchase Common Stock granted under the 1992
Stock Option Plan prior to the Reclassification and the Stock Dividend.
(2) Market value of underlying securities at year-end minus the exercise price.
13
<PAGE> 16
REPORT OF THE COMPENSATION COMMITTEE
The following is a report of the Compensation Committee of the Company
describing the compensation policies and rationale applicable to the Company's
executive officers with respect to the compensation paid to such executive
officers for the year ended December 31, 1997. The information contained in this
report shall not be deemed to be "soliciting material" or to be "filed" with the
Securities and Exchange Commission nor shall such information be incorporated by
reference into any future filing under the Securities Act or the Exchange Act,
except to the extent that the Company specifically incorporates it by reference
into any such filing.
Effective January 1, 1997, the Compensation Committee included as members
Directors Harold W. Andersen, George F. Haddix and Elliot S. Kaplan, who at
present continue to serve on the committee.
TO THE BOARD OF DIRECTORS:
The Compensation Committee of the Board of Directors reviews and approves
salaries and bonuses payable to the Company's executive officers. The
Compensation Committee in effect during 1997 was composed of Directors Harold W.
Andersen, George F. Haddix and Elliot S. Kaplan, three non-employee members.
The philosophy used by the Compensation Committee in establishing
compensation for executive officers, including the Chief Executive Officer, is
to attract and retain key personnel through the payment of competitive base
salaries and the grant of appropriate stock options, and to reward performances
through annual bonuses. The Internal Revenue Code limits companies' ability to
deduct for income tax purposes compensation paid to any individual employee in
excess of $1 million. The Company intends to take the necessary steps to conform
its compensation arrangements to comply with the new deductibility ceiling.
The compensation of Vinod Gupta, the Company's Chief Executive Officer
until September 1997, consists of Mr. Gupta's base salary, which was set at an
annual rate of $48,000 for 1997. Mr. Gupta declined to participate in any of the
Company's bonus programs for 1997. Also during 1997, the Company paid $364,000
to Annapurna Corporation, which is 100% owned by Mr. Gupta, for consulting
services and related expenses reimbursed in connection with the Company's
acquisition related activities. In March 1996, in recognition of Mr. Gupta's
increased role in the Company due to the resignation of the Company's chief
operating officer and of Mr. Gupta's low base salary and non-participation in
the executive officers bonus plan, the Board directed the Compensation Committee
to review the compensation plan for Mr. Gupta. The Committee engaged an
independent executive compensation analyst to advise it on compensation plans
being used by similar companies, varying approaches to structuring cash and
equity executive compensation, and the size and form of compensation that would
be competitive within the industry and in the Company's best interest. After
considering and discussing the analyst's findings, the Compensation Committee
approved the grant to Vinod Gupta of two options to purchase the Company's
Common Stock at the per share purchase price of $8.53, equal to 110% of the
closing price of the Company's Common Stock on March 8, 1996, on the following
terms: (i) a five-year option to purchase 1,200,000 shares (including 600,000
shares of Class A Common Stock and 600,000 shares of Class B Common Stock),
which vest at the rate of 20% per year, with 100% of the shares vesting after
five (5) years; and (ii) a six-year option to purchase 600,000 (including
300,000 shares of Class A Common Stock and 300,000 shares of Class B Common
Stock) shares which become fully vested after six (6) years subject to the
accelerated vesting of 20% in each of the first five (5) years of the option if
the Company meets certain performance objectives. Both options stop vesting if
Mr. Gupta ceases to be an employee of the Company. In 1997, the Committee
reviewed the compensation structure adopted for Mr. Gupta in 1996. The Committee
considered the substantial new challenges facing the Company as a result of its
continued rapid growth, both through expansion of the Company's existing
business and through the Company's aggressive acquisition strategy, and the
resulting additional responsibilities and burdens on Mr. Gupta. Based on these
considerations, the Committee deemed it appropriate to grant to Mr. Gupta an
additional option to purchase 140,000 shares of the Company's stock at the per
share purchase price of $11.00, equal to 110% of the closing price of the
Company's stock on December 4, 1997, and vesting annually in four equal
portions.
14
<PAGE> 17
In September 1997, and in response to the continuing and anticipated growth
of the Company, the Company hired Scott Dahnke as its Chief Executive Officer.
Mr. Gupta continues to serve as Chairman of the Board. In determining Mr.
Dahnke's compensation, the Committee considered compensation plans being used by
similar companies, varying approaches to structuring cash and equity executive
compensation, and the size and form of compensation that would be competitive
within the industry and in the Company's best interest, drawing in part on the
information and analysis provided by its compensation consultant in 1996. The
Committee also considered the compensation and assurances necessary to recruit
Mr. Dahnke from his previous employment as a Partner with a national consulting
firm. After considering and discussing the foregoing considerations, the
Committee approved an employment agreement for Mr. Dahnke providing for (i) a
signing bonus of $250,000, (ii) a base salary of $375,000, (iii) eligibility for
annual bonuses of up to $250,000 per year, based on the achievement of certain
performance objectives, (iv) an option to purchase up to 500,000 shares of the
Company's stock, plus possible future options contingent upon the achievement of
certain performance objectives, and (v) severance payments and arrangements in
the event of Mr. Dahnke's termination under certain circumstances.
The Compensation Committee has developed compensation packages for all
other executive officers, which provide for base salaries, stock options and
bonuses. The base salaries are based on each officer's historical salary and
past performance as well as on publicly available information concerning
executive compensation levels paid by other companies in the Omaha, Nebraska
area. Stock options are granted to officers to provide long term incentives that
are aligned with the interests of the Company's stockholders, and at percentage
interests in the Company that are comparable to other Companies in the Omaha,
Nebraska area and in the industry generally. During 1997, there were two bonus
plans in effect. The first applies to general managers of product sales groups,
and is based upon each general manager achieving a defined percentage of the
internal Company revenue and profit goals for his or her product sales group.
The second bonus plan, which applies to all other executive officers and key
employees (not including Mr. Gupta), is based on the achievement of specified
pre-tax, Company-wide profit levels. Neither bonus plan is guaranteed and
bonuses under either plan may be withheld by management or the Board of
Directors, or adjusted in the event of an acquisition during the year.
Compensation Committee
Harold W. Andersen, George F. Haddix and Elliot S. Kaplan
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act, requires the Company's officers and
directors, and persons who own more than ten percent of a registered class of
the Company's equity securities, to file reports of ownership on Form 3 and
changes in ownership on Form 4 or Form 5 with the SEC. Such officers, directors
and 10% stockholders are also required by SEC rules to furnish the Company with
copies of all Section 16(a) forms they file.
Based solely on its review of the copies of such forms received by it, or
written representations from certain reporting persons, the Company believes
that, during the fiscal year ended December 31, 1997, all Section 16(a) filing
requirements applicable to its officers, directors and 10% stockholders were
complied with.
CERTAIN TRANSACTIONS
During 1995, 1996 and 1997, the Company paid $198,000, $48,000 and
$364,000, respectively, to Annapurna Corporation for consulting services and
related expenses reimbursed in connection with the Company's acquisition related
activities. Annapurna Corporation is 100% owned by Vinod Gupta.
In January 1997, the Company entered into an agreement with director Jon
Hoffmaster for a one year period, for which fees will be paid as Mr.
Hoffmaster's consulting services are requested by the Company. In February 1997,
the Company paid Mr. Hoffmaster $100,000 for services provided related to the
acquisition of DBA in February 1997.
15
<PAGE> 18
In February 1997, as part of the acquisition of DBA, the Company entered
into an employee and consulting agreement with Paul A. Goldner for a term of
five years, under which Mr. Goldner will receive compensation at a rate of
$120,000 per annum and under which the Company agreed to nominate Mr. Goldner to
be elected to the Board when his current term expires in 1999.
In January 1996, the Company entered into a two year agreement with former
director and Chief Operating Officer Albert Winemiller, under which Mr.
Winemiller provided certain consulting services to the Company in exchange for
fees totaling $180,000 and $90,000 in 1996 and 1997, respectively.
In September 1997, the Company and Scott Dahnke entered into an employment
agreement for Mr. Dahnke to be the Company's Chief Executive Officer, and
providing for (i) a signing bonus of $250,000, (ii) a base salary of $375,000,
(iii) eligibility for annual bonuses of up to $250,000 per year, based on the
achievement of certain performance objectives, (iv) an option to purchase up to
500,000 shares of the Company's stock, plus possible future options contingent
upon the achievement of certain performance objectives, and (v) severance
payments and arrangements in the event of Mr. Dahnke's termination under certain
circumstances.
In September 1997, the Company and Gregory Back entered into an employment
agreement for Mr. Back to be the Company's Executive Vice President, Corporate
Planning and Business Development, and providing for (i) a signing bonus of
$100,000, (ii) a base salary of $195,000, (iii) eligibility for annual bonuses
of up to $150,000 per year, based on the achievement of certain performance
objectives, (iv) an option to purchase up to 300,000 shares of the Company's
stock, plus possible future options contingent upon the achievement of certain
performance objectives, and (v) severance payments and arrangements in the event
of Mr. Back's termination under certain circumstances.
The Company has retained the law firm of Robins, Kaplan, Miller & Ciresi
L.L.P. to provide certain legal services. Elliot Kaplan, a director of the
Company, is a name partner and former Chairman of the Executive Board of Robins,
Kaplan, Miller & Ciresi L.L.P.
OTHER MATTERS
The Company knows of no other matters to be submitted to the meeting. If
any other matters properly come before the meeting, it is the intention of the
persons named in the enclosed proxy card to vote the shares they represent as
the Board of Directors may recommend.
BY ORDER OF THE BOARD OF DIRECTORS
Omaha, Nebraska
April , 1998
16
<PAGE> 19
AMERICAN BUSINESS INFORMATION, INC.
ANNUAL MEETING OF STOCKHOLDERS
MAY 22, 1998
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
CLASS A COMMON STOCK
The undersigned stockholder of American Business Information, Inc., a
Delaware corporation, hereby acknowledges receipt of the Notice of Annual
Meeting of Stockholders and Proxy Statement, each dated , 1998, and
hereby appoints Steven Purcell and Jon H. Wellman, and each of them, with full
power of substitution, as Proxy or Proxies, to vote all shares of the Class A/B
Common Stock of the undersigned at the Annual Meeting of Stockholders of
American Business Information, Inc. to be held on May 22, 1998, and at any
adjournments thereof, upon the proposals set forth on this form of proxy and
described in the Proxy Statement, and in their discretion with respect to such
other matters as may be properly brought before the meeting or any adjournments
thereof.
1. Election of three Members (with terms expiring in 2001) of the Board of
Directors:
[ ] FOR all nominees listed below (except as indicated)
[ ] WITHHOLD authority to vote for all nominees listed below
If you wish to withhold authority to vote for an individual nominee,
strike a line through that nominee's name in the list below:
Harold W. Andersen, Elliot S. Kaplan, Jon H. Wellman
2. Proposal to amend the Company's Certificate of Incorporation to change
the name of the Company to InfoUSA, Inc.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. Proposal to amend the Certificate of Incorporation to change the name of
the Company to InfoUSA, Inc.:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. Proposal to ratify the appointment of Coopers & Lybrand as the Company's
independent auditors to examine the financial statements of the Company
for the fiscal year 1998:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
<PAGE> 20
Either of such Proxies or substitutes shall have and may exercise all of the
powers of said proxies hereunder.
Dated:
-------------------------
-------------------------------
(Signature)
-------------------------------
(Signature)
(This proxy should be marked,
dated, signed by the stockholder
or stockholders exactly as the
stockholder's or stockholders'
names appear hereon, and
returned promptly in the
enclosed envelope. Persons
signing in a fiduciary or
representative capacity should
so indicate. If shares are held
by joint tenants, as community
property or otherwise by more
than one person, all should
sign.)
THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS INDICATED, WILL BE
VOTED FOR EACH OF THE PROPOSALS LISTED ABOVE, AND AS SAID PROXIES DEEM ADVISABLE
ON SUCH OTHER MATTERS AS MAY COME BEFORE THE MEETING.
<PAGE> 21
AMERICAN BUSINESS INFORMATION, INC.
ANNUAL MEETING OF STOCKHOLDERS
MAY 22, 1998
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
CLASS B COMMON STOCK
The undersigned stockholder of American Business Information, Inc., a
Delaware corporation, hereby acknowledges receipt of the Notice of Annual
Meeting of Stockholders and Proxy Statement, each dated , 1998, and
hereby appoints Steven Purcell and Jon H. Wellman, and each of them, with full
power of substitution, as Proxy or Proxies, to vote all shares of the Class A/B
Common Stock of the undersigned at the Annual Meeting of Stockholders of
American Business Information, Inc. to be held on May 22, 1998, and at any
adjournments thereof, upon the proposals set forth on this form of proxy and
described in the Proxy Statement, and in their discretion with respect to such
other matters as may be properly brought before the meeting or any adjournments
thereof.
1. Election of three Members (with terms expiring in 2001) of the Board of
Directors:
[ ] FOR all nominees listed below (except as indicated)
[ ] WITHHOLD authority to vote for all nominees listed below
If you wish to withhold authority to vote for an individual nominee,
strike a line through that nominee's name in the list below:
Harold W. Andersen, Elliot S. Kaplan, Jon H. Wellman
2. Proposal to amend the Company's Certificate of Incorporation to change
the name of the Company to InfoUSA, Inc.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. Proposal to amend the Certificate of Incorporation to change the name of
the Company to InfoUSA, Inc.:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. Proposal to ratify the appointment of Coopers & Lybrand as the Company's
independent auditors to examine the financial statements of the Company
for the fiscal year 1998:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
<PAGE> 22
Either of such Proxies or substitutes shall have and may exercise all of the
powers of said proxies hereunder.
Dated:
-------------------------
-------------------------------
(Signature)
-------------------------------
(Signature)
(This proxy should be marked,
dated, signed by the stockholder
or stockholders exactly as the
stockholder's or stockholders'
names appear hereon, and
returned promptly in the
enclosed envelope. Persons
signing in a fiduciary or
representative capacity should
so indicate. If shares are held
by joint tenants, as community
property or otherwise by more
than one person, all should
sign.)
THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS INDICATED, WILL BE
VOTED FOR EACH OF THE PROPOSALS LISTED ABOVE, AND AS SAID PROXIES DEEM ADVISABLE
ON SUCH OTHER MATTERS AS MAY COME BEFORE THE MEETING.
