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Title
of each class of securities to which transaction applies:
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Aggregate
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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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Proposed
maximum aggregate value of transaction:
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Total
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Amount
Previously Paid:
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Form,
Schedule or Registration Statement
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Filing
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Date
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1. |
infoUSA
has spent $600 million on acquisitions over the past ten years, but
the
Company’s current total value1 is
only $704 million. That does not sound like success to us.
|
2. |
While
top management has spent your money acquiring revenues, the Company’s
profitability (EBITDA) is still at 2001
levels.
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3. |
The
stock price is down 18% since infoUSA
missed 1st
quarter analyst expectations on April 21,
2006.
|
§ |
Mr.
Aslin is former President and CEO of Gold Banc, Inc., a $700 million
market cap financial services holding company. Mr. Aslin turned the
bank
around and led it through a successful merger with an $11 billion
market
cap Midwestern company where he now sits on the Board.
|
§ |
His
significant experience as a director includes: Gold Banc Corporation,
Inc., Western National Bank, Unison Bancorporation, CompuNet Engineering,
L.L.C., Visa USA, and United Missouri Bancshares, Inc.
|
§ |
He
served as Chairman of the Board at CompuNet, Western National and
Unison.
|
§ |
Mr.
Meyer is former Chairman and President of the Board of Ermis Maritime
Holdings, an owner and operator of ocean going
tankers.
|
§ |
His
significant experience as a director includes: Computer Horizons,
where he
was twice elected as a director; Stelmar Shipping Inc., where he
was also
the chairman of the audit committee; Home Port Bancorp, Inc.; and
BT
Shipping Limited.
|
§ |
Earlier
in his career, Mr. Meyer served as chairman of the Board and CEO
of Marine
Transport Lines, Inc., a commercial shipping company.
|
§ |
Mr.
Trevisani is a former General Partner of the law firm Gadsby Hannah
LLP,
where he focused on corporate matters, in particular corporate governance.
He is currently of counsel to the firm.
|
§ |
His
significant experience as a director includes: Home Port Bancorp,
Inc.,
Computer Horizons and Salary.com, where he serves on the audit committee.
|
§ |
He
is also president and a director of the Commonwealth Charitable Fund
Inc.,
a non-profit membership company.
|
§ |
Review
annually the effectiveness of senior management, including addressing
the
reasons for the unusually high rate of management
turnover.
|
§ |
Review
all current business strategies and explore new strategies for operating
the Company in the future.
|
§ |
Adopt
our by-law amendment to prohibit for three years the re-nomination
or
appointment by the Board of a Director who has been voted down by
stockholders.
|
§ |
Reconstitute
the Special Committee to explore the best alternatives to maximize
stockholder value.
|
§ |
Name
a truly independent Chairman of the
Board.
|
§ |
End
Mr. Vinod Gupta’s exclusive exemption from the poison
pill.
|
§ |
Strengthen
the Nominating
and Corporate Governance Committee by retaining an independent search
firm
to recruit the best independent candidates with industry experience
to
fill vacancies.
|
§ |
Establish
and enforce meaningful policies to curb abusive related party transactions
and improper use of corporate
assets.
|
§ |
Review
all related party transactions and instances of improper use of corporate
assets and seek reimbursement from those found to have received improper
benefits.
|
§ |
Strengthen
the Compensation Committee by ensuring that all awards under the
Company’s
equity incentive plans truly incentivize the creation of stockholder
value
and do not cause unnecessary dilution to
you.
|
§ |
Eliminate
the current equity incentive plan provisions permitting the repricing
of
|