(1)
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Title
of each class of securities to which transaction applies:
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(2)
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Aggregate
number of securities to which transaction applies:
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(3)
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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):
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(4)
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Proposed
maximum aggregate value of transaction:
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(5)
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Total
fee paid:
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(1)
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Amount
Previously Paid:
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(2)
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Form,
Schedule or Registration Statement
No.:
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(3)
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Filing
Party:
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(4)
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Date
Filed:
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·
|
three
highly qualified, independent candidates nominated by Dolphin for
election
at infoUSA’s
Annual Shareholder Meeting scheduled for May 26, 2006. These nominees
are
seeking election to benefit all
shareholders; and
|
·
|
a
proposal to amend infoUSA’s
by-laws to prohibit for three years the re-nomination or appointment
by
the Board of a director who has been voted down by shareholders.
|
PLEASE
VOTE YOUR
BLUE
PROXY CARD
TODAY
IN FAVOR OF
DOLPHIN’S
INDEPENDENT
NOMINEES
AND OUR
PROPOSED
BY-LAW
AMENDMENT.
|
WE
BELIEVE THE FULL BOARD HAS FAILED TO SERVE THE INTERESTS
OF ALL
SHAREHOLDERS AND NEEDS NEW, INDEPENDENT
DIRECTORS
In
our view, these significant, still uncorrected issues point to
a Chairman,
CEO and 40% shareholder who has received improper and undisclosed
benefits
and special treatment, and to
a full Board that has been unable or unwilling to check this
conduct:
·
Extensive
Related Party
Transactions since 1998 between
infoUSA
and Mr.Vinod Gupta and his affiliates,
involving an 80-foot yacht (the American Princess), interests
in private
jets, a skybox, private residences, real estate and luxury
cars.
|
·
|
Mr.
Vinod Gupta’s failed, opportunistic $11.75 per share
offer,
made just five days after an earnings warning which knocked over
20% off
the share value and three months after he publicly stated that your
shares
were worth in excess of $18 per
share.
|
·
|
The
full Board’s termination of the Special Committee formed
to evaluate Mr. Vinod Gupta’s offer and potential
alternatives.
The Committee was terminated after telling Mr. Vinod Gupta that it
would
have to contact other potential acquirers (a “market check”) and publicly
announcing that it would be in your “best interest” for its work to
continue. Mr. Vinod Gupta, and other directors whom we believe had
conflicts, voted to terminate the special committee, while three
committee
members voted to preserve it.
|
·
|
A
Shareholder Rights Plan, which effectively prevents any shareholder—
other
than Mr. Vinod Gupta and his affiliates—from
acquiring more than 15% of the shares. The
exemption for Mr. Vinod Gupta has enabled him to expand his sizeable
holdings through market purchases and the receipt and exercise of
significant option grants.
|
·
|
Mr.
Vinod Gupta’s receipt since 1998 of option grants to acquire 3.2 million
additional shares (6% of the Company),
including options on 500,000 shares awarded just last year, despite
his
already substantial holdings. These grants and their exercise dilute
your
interests and make it more difficult for unaffiliated shareholders
to gain
representation on the Board. Just prior to the record date for this
meeting, Mr. Vinod Gupta exercised 1.2 million of these
options.
|
·
|
Numerous
changes in the Board and top management over the past
decade.
By our count, during this time the Board has seen 15 directors come
and
go. During the same period, we also count 15 senior officers who
have
either resigned or have been reassigned.
|
·
|
Stagnant
profitability since 2001 that, together with these troubling
issues,
in
our view, has caused your shares to continue to trade at a material
discount to its publicly traded peers, as described at pages 19 and
29 of
our proxy statement. On April 21, 2006, the Company announced first
quarter results. While touting a revenue increase, the Company reported
reduced earnings (compared to 2005) that missed analyst
estimates.
|
·
|
in
recent years, revenue gains have come largely through acquisitions,
not
organic growth;
|
·
|
despite
the revenue gains from acquisitions, profitability (EBITDA) is only
now
returning to its 2001 level;
|
·
|
the
Company’s share price still lags materially behind its publicly traded
peers in terms of multiples of profitability;
and
|
·
|
our
Company is a distant sixth compared to its publicly traded peers
in terms
of revenue, profitability (EBITDA) and market capitalization, as
described
in our proxy materials.
|
IMPORTANT
NOTE:
If
you hold your shares in a bank or brokerage firm, you may be able
to vote
by telephone or Internet.
Please
review the enclosed voting form to determine if these voting options
are
available to you.
|