kl05093.htm
U.S.
Securities and Exchange Commission
Washington,
DC 20549
|
Notice
of Exempt
Solicitation
|
1.
Name of the Registrant:
infoUSA
Inc.
|
2.
Name of person relying on exemption:
Dolphin
Limited Partnership I, L.P.
Dolphin
Financial Partners, L.L.C.
|
3.
Address of person relying on exemption:
Ninety-Six
Cummings Point Road
Stamford,
Ct 06902
|
4.
Written materials. Attach written material required to be submitted
pursuant to Rule
14a-6(g)(1).
|
Contact: Arthur
B. Crozier
Innisfree
M&A Incorporated
(212)
750-5833
DOLPHIN
SENDS LETTER TO infoUSA REQUESTING ANSWERS TO
SERIOUS
QUESTIONS
FROM SHAREHOLDERS
STAMFORD,
CONNECTICUT, May 30, 2007 - Dolphin Limited Partnership I, L.P.
and
Dolphin Financial Partners, L.L.C., long-term holders with 2.0 million shares
(3.6%) of infoUSA (NASDAQ Symbol: IUSA), today sent the following
letter to Mr. Vinod Gupta and the infoUSA Board of
Directors.
Dear
Mr.
Vinod Gupta and other infoUSA Board members,
The
June
7, 2007 Annual Meeting is rapidly approaching. Shareholders continue
to seek meaningful answers to many serious questions regarding their investment
in infoUSA – not just empty rhetoric and baseless
allegations.
Over
the
last year you have refused to address the serious questions the investment
community has posed. We are providing you with another opportunity to
do so in advance of next week’s Annual Meeting.
Let’s
begin:
Question
#1: To Mr. Vinod Gupta: You have often stated that as the
largest shareholder your interests are “aligned” with those of public
shareholders and that Wall Street investors are just predators seeking a “quick
buck.”1
In
2005,
you made an $11.75 per share bid for all shares other than yours just three
months after you publicly said they were worth over $18 per share and only
five
days after guidance was lowered, driving the share price down 20%. We
are not aware of any other shareholder that has made such a predatory bid for
the Company. Yet, you and your affiliates continue to be the only
ones with an exclusive exemption from the provisions of the Stockholder Rights
Plan.2
Exactly
how are your interests aligned with those of the unaffiliated shareholders’
interests, given those circumstances?
Question
#2: To the infoUSA Board:
Mr. Vinod Gupta, infoUSA’s Chairman
and CEO, owns 41% of the
shares, made an undervalued offer to acquire the Company and has an exclusive
exemption from the provisions of the Stockholder Rights Plan.2
Institutional
Shareholder Services, the world’s leading independent proxy voting and corporate
governance advisory service, in its recommendation to its clients that they
withhold their vote
from
the
election of Management’s nominees and vote against the 2007 Omnibus Incentive
Plan said this,
“The
extension of the standstill only delayed the protection offered to shareholders
by one year. Further, the scheduled expiration of the pill removes an
additional protection for shareholders against Mr. [Vinod] Gupta’s potential
control of the company. Given Mr. [Vinod] Gupta’s track record, it is
imperative that the pill be renewed and adopted with no
exemptions.”
What
do you intend to do when the Stockholder Rights Plan expires on July 21,
2007?
We
hope
that you will finally address in a meaningful way these and the other questions
we will pose in the days leading up to next week’s Annual Meeting.
All
shareholders look forward to your responses.
Very
truly yours,
/s/ Donald T. Netter
Donald
T.
Netter
Senior
Managing Director
---------------------------------------------
1
Most recently, in a
letter sent by Mr. Vinod Gupta to infoUSA shareholders on May 29, 2007,
Mr. Vinod Gupta asserts that what is wrong with “Wall Street” types is that they
seek only to make a “quick buck”. On a conference call, held October
26, 2006, to discuss infoUSA’s 3rd
quarter 2006
operating results, Mr. Vinod Gupta stated: “Also, as a founder of infoUSA, I,
along with my wife and three sons have 40% ownership of the
Company. And my interests are aligned with the interest of other
infoUSA shareholders.”
2
These facts are
outlined, in great detail, in Dolphin’s proxy materials, filed with the SEC, for
the 2006 proxy contest, available on Dolphin’s website,
www.iusaccountability.com. The Board has executed two
successful standstill agreements, the current one of which expires on the
same
day the Stockholder Rights Plan expires, on July 21, 2007.