Definitive Additional Materials
SCHEDULE
14A
(Rule
14a-101)
INFORMATION
REQUIRED IN PROXY STATEMENT
SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
Filed
by
the Registrant r
Filed
by
a Party other than the Registrant x
Check
the
appropriate box:
r
Preliminary
Proxy
Statement
r
Confidential,
for Use
of the Commission Only (as permitted by Rule 14a-6(e)(2))
r
Definitive
Proxy
Statement
x
Definitive
Additional
Materials
r
Soliciting
Material
under Rule 14a-12
infoUSA
Inc.
(Name
of
Registrant as Specified In Its Charter)
Dolphin
Limited Partnership I, L.P.
Dolphin
Financial Partners, L.L.C.
(Name
of
Person(s) Filing Proxy Statement, if other than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
x
No
fee
required.
r
Fee
computed on
table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) |
Title
of each class of securities to which transaction applies:
|
Common
Stock, $.0025 par value
(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:
|
r
Fee paid previously
with preliminary materials.
r
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.:
|
Contact:
Art Crozier, Innisfree (212) 750-5833
DOLPHIN
ISSUES THIRD REPORT TO infoUSA
SHAREHOLDERS
DOLPHIN
RELEASES MR. VINOD GUPTA’S SEPTEMBER 7, 2005 LETTER TO THE
BOARD
“To put me back
in the poison
pill would be a wrong move.
My
family holdings of 40% keep the other short sellers honest. ”
“When
our stock got crushed, I had no choice but to support the
stock.
That
was the primary reason for offering $11.75 for the
shares.”
STAMFORD,
Conn., May, 2, 2006—Dolphin Limited Partnership I, L.P. and Dolphin Financial
Partners, L.L.C., which together hold 2.0 million shares (3.6%) of infoUSA
Inc.
(NASDAQ: IUSA), today issued a third report to all infoUSA
shareholders based upon Company documents obtained through Dolphin’s books and
records request under Delaware law.
This
latest report relates to a letter dated September 7, 2005 that Mr. Vinod Gupta,
Chairman, CEO and 40% shareholder of infoUSA,
wrote to the full Board. Dolphin believes that the letter again demonstrates
why
Mr.
Vinod Gupta should not be serving as a director of the
Company,
and why
he and the other Company nominees who have been unable or unwilling to rein
him
in should also not be re-elected to the Board. Mr. Vinod Gupta’s letter was in
response to an August 31, 2005 letter Dolphin had sent to the full Board on
a
broad range of issues, including Mr. Vinod Gupta’s exemption from infoUSA’s
poison pill and his June 13, 2005 offer to acquire infoUSA
for
$11.75 per share.
Dolphin
believes that it is important for all shareholders to see Mr. Vinod Gupta’s
letter first hand, the full text of which is now available on Dolphin’s Web
site: www.iusaccountability.com.
Dolphin’s August 31, 2005 letter appears in its proxy materials.
While
shareholders should read Mr. Vinod Gupta’s letter in full, together with
Dolphin’s commentary appearing on the Web site, we now draw your attention to
two statements in particular:
Mr.
Vinod Gupta’s Exemption from the Shareholder Rights
Plan
Dolphin’s
August 31st
letter
(as well as subsequent letters) challenged the exemption from the Company’s
shareholder rights plan for Mr. Vinod Gupta and his affiliates, particularly
in
light of Mr. Vinod Gupta’s statement that he would be unwilling to sell his
shares in a competing transaction even if it offered more value to shareholders.
This is how Mr. Vinod Gupta responded:
To
put me back in the poison pill would be a wrong move. My family holdings of
40%
keep the other short sellers honest. That means that they cannot play games
with
the stock because they know that I am willing to buy back the
shares.
According
to Mr. Vinod Gupta, he and his affiliates, as the only shareholders exempt
from
the shareholder rights plan, should be allowed to accumulate unlimited amounts
of Company stock in the open market and through option exercises thereby
positioning him to obstruct transactions with other parties that may be in
the
best interests of all shareholders, in order to keep “short sellers” in check.
We think—and we believe that other shareholders will agree—that this
explanation is simply gibberish.
Not
surprisingly, there is no trace of his argument in the minutes of the Board
adopting the shareholder rights plan in July 1997. In
fact, there is no discussion whatsoever in those Board minutes that we received
regarding Mr. Vinod Gupta’s exemption from the shareholder rights
plan.
(These
minutes are now available at www.iusaccountability.com.)
As
a
result of this lack of oversight by the full Board, Mr. Vinod Gupta has been
free to accumulate shares and receive and exercise options that are dilutive
to
other shareholders. Dolphin finds the actions of both Mr. Vinod Gupta and the
full Board in this regard very disturbing and detrimental to the interests
of
unaffiliated shareholders.
Mr.
Vinod Gupta’s Failed $11.75 Offer Proposal
In
Dolphin’s August 31st
letter,
Dolphin questioned the fairness and opportunism of Mr. Vinod Gupta’s $11.75 bid
for the Company in June 2005. This is his response:
After
we lowered our revenue guidance due to the Donnelley Marketing revenue
shortfall, our stock got crushed. At that time I had no choice but to support
the stock. That was the primary reason for offering $11.75 for the
shares.
This
confession shocks us.
In
addition to the possible implications of this statement under federal securities
law, it implies that Mr. Vinod Gupta did not make his bid in good faith, but
rather in order to prop up the Company’s stock price. The full Board established
a Special Committee, which expended considerable time, effort and shareholder
funds to evaluate an offer that appears to have been illusory. How
can the full Board allow Mr. Vinod Gupta to continue to chair the
infoUSA
Board?
This
is
yet another demonstration of why infoUSA
shareholders need to elect the three new highly qualified and independent
directors nominated by Dolphin. These nominees have no ties to Dolphin or to
infoUSA
or
its management.
Dolphin
will continue to report to all infoUSA
shareholders its findings under its books and records requests and to make
these
reports available at the www.iusaccountability.com
Web
site.