<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-1004
FORM 11-K
X Annual Report pursuant to Section 15(d) of the Securities Exchange Act of
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1934
For the fiscal year ended December 31, 1999 or
Transition report pursuant to Section 15(d) of the Securities Exchange Act
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of 1934
For the transition period from to
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Commission File Number 0-19598
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infoUSA Inc. 401(K) Plan
5711 South 86th Circle, Omaha, Nebraska 68127
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(Full title and address of the plan)
infoUSA Inc.
5711 South 86th Circle, Omaha, Nebraska 68127
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(Name of issuer of the security held pursuant to the plan and the
address of its principal executive offices)
Registrant's telephone number, including area code (402) 593-4500
Notices and communications from the Securities and Exchange
Commission relative to this report should be forwarded to:
Stormy L. Dean
Chief Financial Officer
infoUSA Inc.
5711 South 86th Circle, Omaha, Nebraska 68127
<PAGE> 2
FINANCIAL STATEMENTS AND EXHIBIT
(a) Financial Statements
The infoUSA Inc. 401(K) Plan.
Page No.
Independent Auditors' Reports 1
Statement of Net Assets Available for Plan Benefits
as of December 31, 1999 and 1998 3
Statement of Changes in Net Assets Available for Plan Benefits
for the years ended December 31, 1999, 1998, and 1997 4
Notes to Financial Statements 5
Schedule of Investments 10
(b) Exhibits
Exhibit 23.1 - Consent of Independent Public Accountants, filed herewith.
Exhibit 23.2 - Consent of Independent Public Accountants, filed herewith.
<PAGE> 3
INFOUSA, INC. 401(K) PLAN
Financial Statements and Supplemental Schedule
December 31, 1999, 1998, and 1997
(With Independent Auditors' Reports Thereon)
<PAGE> 4
INFOUSA, INC. 401(K) PLAN
TABLE OF CONTENTS
PAGE
Independent Auditors' Reports 1
Statements of Net Assets Available for Plan Benefits
as of December 31, 1999 and 1998 3
Statements of Changes in Net Assets Available for Plan Benefits for
the years ended December 31, 1999, 1998, and 1997 4
Notes to Financial Statements 5
Schedule of Investments 10
<PAGE> 5
INDEPENDENT AUDITORS' REPORT
The Plan Trustees
infoUSA, Inc. 401(k) Plan:
We have audited the financial statements of the infoUSA, Inc. 401(k) Plan (the
Plan) as of December 31, 1999 and 1998 and for the years ended December 31, 1999
and 1998, as listed in the accompanying table of contents. These financial
statements are the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the Plan as
of December 31, 1999 and 1998, and the changes in net assets available for plan
benefits for the years ended December 31, 1999 and 1998, in conformity with
generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of investment
is presented for the purpose of additional analysis and is not a required part
of the basic financial statements, but is supplementary information required by
the Department of Labor's Rules and Regulations for Reporting and Disclosure
under the Employee Retirement Income Security Act of 1974. This supplemental
schedule is the responsibility of the Plan's management. The supplemental
schedule has been subjected to the auditing procedures applied in the audits of
the basic financial statements and, in our opinion, is fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
/s/ KPMG LLP
------------
KPMG LLP
Omaha, Nebraska
June 20, 2000
1
<PAGE> 6
Report of Independent Accountants
To the Plan Administrator
infoUSA, Inc. 401(k) Plan
We were engaged to audit the Statement of Changes in Net Assets Available for
Plan Benefits of infoUSA, Inc. 401(k) Plan (formerly American Business
Information, Inc. 401(k) Plan) (the Plan) for the year ended December 31, 1997.
This financial statement is the responsibility of the Plan's management.
As permitted by 29 CFR 2520.103-8 of the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974, the Plan administrator instructed us not to perform, and
we did not perform, any auditing procedures with respect to interest and
dividend income and net appreciation in fair value of investments, which was
certified by Fidelity Management Trust Company, the trustee of the Plan, except
for comparing such information with the related information included in the
Statement of Changes in Net Assets Available for Plan Benefits. We have been
informed by the Plan administrator that the Trustee holds the Plan's investment
assets and executes investment transactions. The Plan administrator has obtained
a certification from the Trustee for the year ended December 31, 1997, that the
information provided to the Plan administrator by the Trustee is complete and
accurate.
Because of the significance of the information that we did not audit, we are
unable to, and do not, express an opinion on the accompanying Statement of
Changes in Net Assets Available for Plan Benefits for the year ended December
31, 1997, taken as a whole. The form and content of the information included in
this financial statement, other than that derived from the information certified
by the trustee, has been audited by us in accordance with generally accepted
auditing standards and, in our opinion, is presented in compliance with the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. We have not audited the
financial statements of the Plan for any periods subsequent to December 31,
1997.
/s/ PricewaterhouseCoopers LLP
------------------------------
Coopers & Lybrand L.L.P.
Omaha, Nebraska
June 5, 1998
2
<PAGE> 7
infoUSA, INC. 401(K) PLAN
Statements of Net Asset Available for Plan Benefits
December 31, 1999 and 1998
<TABLE>
<CAPTION>
1999 1998
----------- -----------
<S> <C> <C>
Assets:
Investments at fair value:
Mutual funds (cost, $27,180,486 and $8,443,424 at $28,084,447 9,701,748
December 31, 1999 and 1998, respectively)
infoUSA common stock (cost, $718,730 and $0 at
December 31, 1999 and 1998, respectively) 1,446,643 --
Participant loans 412,914 30,582
----------- -----------
Total investments 29,944,004 9,732,330
Receivables:
Employer contribution 147,216 51,070
Participant contributions 268,003 228,634
Accrued interest 2,958 253
----------- -----------
Total assets 30,362,181 10,012,287
Liabilities -
Accrued administrative expenses 41,639 --
----------- -----------
Net assets available for Plan benefits $30,320,542 10,012,287
=========== ===========
</TABLE>
See accompanying notes to financial statements.
3
<PAGE> 8
infoUSA, INC. 401(K) PLAN
Statements of Changes in Net Assets Available for Plan Benefits
Years ended December 31, 1999, 1998, and 1997
<TABLE>
<CAPTION>
1999 1998 1997
----------- ----------- -----------
<S> <C> <C> <C>
Additions to net assets attributed to:
Investment income:
Interest and dividends $ 1,895,258 515,342 385,827
Net appreciation in fair value of investments 1,184,250 592,410 286,810
----------- ----------- -----------
Total investment income 3,079,508 1,107,752 672,637
=========== =========== ===========
Contributions:
Participants 3,529,171 2,285,563 1,331,252
Employer cash contribution 354,713 447,282 263,317
Employer stock contribution 616,876 -- --
Transfer from Marketing Data Services -- -- 24,444
Transfer from Walter Karl, Inc. -- 2,406,758 --
Transfer from Donnelley Marketing, Inc. 15,747,205 -- --
----------- ----------- -----------
Total contributions 20,247,965 5,139,603 1,619,013
=========== =========== ===========
Total additions 23,327,473 6,247,355 2,291,650
=========== =========== ===========
Deductions from net assets attributed to:
Benefits paid to participants 2,943,601 859,587 338,763
Administrative fee 75,617 7,754 38
----------- ----------- -----------
Total deductions 3,019,218 867,341 338,801
----------- ----------- -----------
Net increase 20,308,255 5,380,014 1,952,849
Net assets available for Plan benefits:
Beginning of year 10,012,287 4,632,273 2,679,424
----------- ----------- -----------
End of year $30,320,542 10,012,287 4,632,273
=========== =========== ===========
</TABLE>
See accompanying notes to financial statements.
4
<PAGE> 9
(1) DESCRIPTION OF PLAN
The following description of the infoUSA, Inc. 401(k) Plan (the Plan)
provides only general information. Participants should refer to the Plan
agreement for a more complete description of the Plan's provisions.
GENERAL
The Plan is a defined contribution plan covering employees of infoUSA, Inc.
(the Company) who have been employed by the Company for any consecutive
6-month period, are employed by the Company on the last day of the Plan
year, and have attained age 21. The Plan is subject to the provisions of
the Employee Retirement Income Security Act of 1974 (ERISA). Assets
totaling approximately $2.4 million from the Walter Karl, Inc. 401(k) Plan
were merged with the Plan on December 1, 1998. Assets from the First Data
Corporation Incentive Savings Plan attributable to certain employees of
Donnelley Marketing, Inc. (Donnelley) totaling approximately $15.7 million
were transferred to the Plan October 15, 1999. The assets associated with
the Plan mergers were rolled into the available investment options of the
Plan at the respective transfer dates.
CONTRIBUTIONS
Participants may elect to contribute up to 15% of their pre-tax annual
compensation, not to exceed limits set by the Secretary of the Treasury.
The Company makes matching contributions of 50% of the first 3% of
participant contributions. Effective May 1, 1999, the Company's matching
contribution is in the form of Company common stock. The Company also
contributes to the Plan a percentage of employees' salaries based on years
of service to the Company to former Donnelley employees who qualified for
this benefit prior to the Plan merger.
PARTICIPANT ACCOUNTS
5 (Continued)
<PAGE> 10
Each participant's account is credited with the participant's contribution,
the Company's matching contribution, and an allocation of Plan earnings
based on balances in their account. The benefit to which a participant is
entitled is the benefit that can be provided from the participant's
account.
VESTING
Participants are immediately vested in their voluntary contributions plus
actual earnings thereon. Vesting in the remainder of their accounts is
based on years of continuous service. A participant is 100% vested after
five years of credited service.
PARTICIPANT LOANS
The Plan does not allow for participants to borrow from their fund
accounts; however, the Plan assumed loans that were transferred in
conjunction with Plan mergers. These loans are secured by the balance in
the participant's account and bear interest at rates that range from 7% to
9.5% at December 31, 1999. Principal and interest is paid ratably through
payroll deductions.
PAYMENT OF BENEFITS
Upon termination of service, a participant will receive a lump sum amount
equal to the value of his or her account, subject to mandatory federal
income tax withholding, unless the participant rolls over the distribution
into another qualified plan.
FORFEITURES
Nonvested portions of terminated participants' accounts are forfeited.
Forfeitures are applied against future Company contributions or
administrative expenses. Forfeitures as of December 31, 1999 and 1998, and
1997 were $83,985, $42,795, and $10,690, respectively.
INVESTMENT OPTIONS
Upon enrollment participants may direct their funds into the following
investment options:
o infoUSA, Inc. Common Stock Fund - invests in infoUSA common
stock.
o Contrafund - Invests primarily in common stocks and securities
convertible into common stocks.
o Intermediate Bond Fund - Invests in fixed income obligations of
companies and the U. S. Government.
o Puritan - Invests in a broadly diversified portfolio of
high-yielding equity and debt securities.
o Retirement Money Market - Invests in short-term corporate
obligations, U. S. Government obligations, and certificates of
deposit.
o Low-priced Stock - Invests in U. S. and foreign stocks.
o Equity Income II - Invests in income-producing domestic and
foreign equity securities.
o Spartan U. S. Equity Index - Invests in common stocks of
companies and seeks a total return which corresponds to that of
the Standard & Poor's 500 Index.
o Diversified International Equity - Invests mainly in equity
securities of foreign companies that pay current dividends and
show potential for capital appreciation.
6 (Continued)
<PAGE> 11
o Dividend Growth - Invests mainly in equity securities of
companies that have the potential for dividend growth.
Prior to 1999, participants could also elect to contribute to the following
fund. This fund was discontinued in 1999.
o Asset Manager Growth - Invests in foreign and domestic equity
securities, bonds and short-term instruments.
Prior to 1998, participants could also elect to contribute to the following
fund. This fund was discontinued in 1998.
o Asset Manager - Invests in foreign and domestic equity
securities, bonds and short-term instruments.
Participants may redirect their funds on a daily basis. The minimum
transfer between funds is the lessor of $250 or 100% of the account balance
in the fund. If the transfer is less that $250, it may only be transferred
to one fund.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of significant accounting policies followed in
the preparation of these financial statements.
BASIS OF PRESENTATION
The accompanying financial statements have been prepared on an accrual
basis and present the net assets available for benefits and changes in
those net assets.
INVESTMENTS
All Plan investments are held by Fidelity Management Trust Company (the
Trustee) and are stated at fair value. Purchases and sales of securities
are recorded on a trade-date basis. Quoted market prices are used to
determine fair value of investments. Interest income is recorded as earned
on an accrual basis and dividend income is recorded on the ex-dividend
date.
PAYMENT OF BENEFITS
Benefits are recorded when paid.
ADMINISTRATIVE EXPENSES
Certain administrative expenses are paid by the Company. The Plan is
responsible for administrative fees relating to certain recordkeeping fees.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make significant
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at the
date of the financial statements and the reported amounts revenues and
expenses during the reporting period. Actual results could differ from
those estimates.
7 (Continued)
<PAGE> 12
(3) INVESTMENTS
In September 1999, the American Institute of Certified Public Accountants
issued Statement of Position 99-3, Accounting for and Reporting of Certain
Defined Contribution Plan Investments and Other Disclosure Matters (SOP
99-3). SOP 99-3 simplifies the disclosure for certain investments and is
effective for plan years ending after December 15, 1999. The Plan adopted
SOP 99-3 during the plan year ending December 31, 1999. Accordingly,
information previously required to be disclosed about participant-directed
fund investment programs is not presented in the Plan's 1999 financial
statements. The Plan's 1998 and 1997 financial statements have been
reclassified to conform with the current year's presentation.
The following table represents the fair value of individual investments
which exceed 5% of the Plan's net assets at December 31, 1999 and 1998:
<TABLE>
<CAPTION>
1999 1998
------------ ------------
<S> <C> <C>
Contrafund $ 6,499,620 3,014,664
Intermediate Bond Fund 1,782,663 1,094,543
Retirement Money Market 2,806,029 2,693,326
Low-priced Stock 2,049,769 636,584
Dividend Growth 4,054,429 59,267
Spartan U. S. Equity Index 4,453,945 333,804
Equity Income II 3,870,530 1,516,317
============ ============
</TABLE>
During 1999, 1998, and 1997, the Plan's investments (including gains and
losses on investments bought and sold, as well as held during the year)
appreciated in value as follows:
<TABLE>
<CAPTION>
1999 1998 1997
---------- ---------- ----------
<S> <C> <C> <C>
Mutual funds:
Net realized gain from disposition of investments $ 94,050 116,032 38,087
Net unrealized gain in fair value of investments 306,898 476,378 248,723
infoUSA common stock:
Net realized gain from disposition of investments 58,955 -- --
Net unrealized gain in fair value of investments 724,347 -- --
---------- ---------- ----------
Net appreciation in fair value of investments $1,184,250 592,410 286,810
========== ========== ==========
</TABLE>
8 (Continued)
<PAGE> 13
(4) RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for Plan benefits
per the financial statements to the Form 5500:
<TABLE>
<CAPTION>
1999 1998
------------ ------------
<S> <C> <C>
Net assets available for Plan benefits
per the financial statements $ 30,320,542 10,012,287
Benefit claims payable included on Form 5500 (116,782) (94,820)
------------ ------------
Net assets available for Plan benefits
per the Form 5500 $ 30,203,760 9,917,467
============ ============
</TABLE>
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500:
<TABLE>
<S> <C>
Benefits paid to participants per the financial statements $ 2,943,601
Add benefit claims payable at December 31, 1999 116,782
Less benefit claims payable at December 31, 1998 (94,820)
-----------
Benefits paid to participants per the Form 5500 $ 2,965,563
===========
</TABLE>
Benefit claims payable are recorded on the Form 5500 for benefit claims
that have been processed and approved for payment prior to December 31, but
not yet paid as of that date.
(5) PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA. In the event of Plan
termination, participants will become 100% vested in their accounts.
(6) FEDERAL INCOME TAXES
The Internal Revenue Service has determined and informed the Company that
the Plan and related trust are designed in accordance with applicable
sections of the Internal Revenue Code (IRC). The Plan has been amended
since receiving the determination letter. However, the Plan administrator
believes that the Plan is designed and is currently being operated in
compliance with the applicable requirements of the IRC.
A participant is not taxed on employer contributions when made; instead,
taxation is deferred until the amount credited to the participant's account
is distributed or made available to him or, in the event of the
participant's death, to a beneficiary or an estate. Amounts distributed or
made available to employees or their beneficiaries, in excess of their
contributions, are taxable according to the provisions of the IRC.
9 (Continued)
<PAGE> 14
(7) SUBSEQUENT EVENTS
The Board of Directors approved a Plan amendment on October 15, 1999 that
was put into effect subsequent to year-end. Effective January 1, 2000, the
Company's annual matching contribution will be increased to 50% of the
first 6% of participant contributions.
(8) RELATED PARTY TRANSACTIONS
The Plan invests in various funds managed by Fidelity Management Trust
Company. Fidelity Management Trust Company is the trustee as defined by the
Plan and, therefore, these transactions qualify as related party. Fees paid
by the Plan for the investment management services amounted to
approximately $76,000 for the year ended December 31, 1999.
infoUSA, INC. 401(K) PLAN
SCHEDULE OF INVESTMENTS
DECEMBER 31, 1999
<TABLE>
<CAPTION>
DESCRIPTION OF INVESTMENT
INCLUDING MATURITY DATE, RATE
IDENTITY OF ISSUE, BORROWER, OF INVESTMENT, COLLATERAL, FAIR
LESSOR OR SIMILAR PARTY PAR OR MATURITY VALUE VALUE
------------------------------------- -------------------------------- -----------
<S> <C> <C>
Participant directed:
Fidelity Management Trust Company Contrafund $ 6,499,620
Fidelity Management Trust Company Intermediate Bond Fund 1,782,663
Fidelity Management Trust Company Puritan 1,373,575
Fidelity Management Trust Company Retirement Money Market 2,806,029
Fidelity Management Trust Company Low-priced Stock 2,049,769
Fidelity Management Trust Company Equity Income II 3,870,530
Fidelity Management Trust Company Spartan U. S. Equity Index 4,453,945
Fidelity Management Trust Company Diversified International Equity 1,193,887
Fidelity Management Trust Company Dividend Growth 4,054,429
infoUSA Inc. Common Stock 1,446,643
Nonparticipant directed -- participant loans 101 loans with interest rates
ranging from 7.0% to 9.5% and
various maturity dates 412,914
-----------
$29,944,004
===========
</TABLE>
See accompanying independent auditors' report.
10 (Continued)
<PAGE> 15
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
23.1 Consent of Independent Accountants, filed herewith.
23.2 Consent of Independent Accountants, filed herewith.
</TABLE>
