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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Soliciting Material Under Section 240.14a-12 |
INFOUSA INC.
(Name of Registrant as Specified in Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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5711 S 86TH CIRCLE PO BOX 27347 Omaha NE 68127-0347
Executive Office: (402) 596-8900 Fax (402) 596-8902
Internet: www.infoUSA.com
FOR IMMEDIATE RELEASE
May 22, 2006
CONTACT:
Laura Smith / Andrew Siegel
Joele Frank, Wilkinson Brimmer Katcher
Phone: (212) 355-4449
infoUSA SENDS LETTER TO SHAREHOLDERS
Urges Shareholders to Vote FOR infoUSA Directors
and AGAINST Shareholder Proposal Number 2
OMAHA, Neb. May 22, 2006 infoUSA (Nasdaq:IUSA) today sent the following letter to all infoUSA
stockholders recommending that they vote FOR the Boards director nominees and AGAINST shareholder
proposal number 2:
IMPORTANT REMINDER
The Upcoming infoUSA Annual Meeting is Critical to the Future of your Investment -
Time Is Short. Please Sign, Date and Return the Enclosed White Proxy Card Today -
VOTE FOR infoUSA DIRECTORS AND AGAINST PROPOSAL #2
Dear infoUSA shareholder:
Your Companys May 26th Annual Meeting of Shareholders is rapidly approaching and every vote
counts. We strongly urge you to support the re-election of our three highly qualified nominees
Vinod Gupta, Dr. George Haddix and Dr. Vasant Raval by signing, dating and returning the
Companys enclosed WHITE proxy card today. Your Board also urges you to vote AGAINST shareholder
proposal number 2.
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infoUSAs existing Board is highly qualified, independent minded and
represents the interest of all shareholders. We believe that the
dissident nominees represent only the dissident, not all infoUSA
shareholders, and that the election of the dissident slate could
negatively impact shareholder value. |
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The interests of infoUSAs director nominees are directly aligned with
the interests of all infoUSA shareholders. The full Board together
with the senior management team beneficially own approximately 43% of
the Company. The dissident nominees have no financial stake in the
success of infoUSA. |
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infoUSAs nominees have the right experience and knowledge to enhance
value FOR ALL SHAREHOLDERS. The dissident nominees have no working
knowledge of infoUSA, its business or the industry and no relevant
industry experience. |
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infoUSAs Board and management have a strategic growth plan to enhance
value for all infoUSA shareholders. The dissident nominees do not. |
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The infoUSA strategic growth plan is working and should not be
derailed. infoUSA had a great first quarter of 2006 in which the
Company generated 4.3% organic revenue growth and revised revenue
guidance to the upper end of the range for the year. We believe that
infoUSA has the customers, content and distribution to continue to
grow organically and enhance shareholder value and that the election
of the dissident slate could interrupt the implementation of the
strategic plan. |
In short, we believe that the infoUSA nominees unlike the dissident nominees have the
qualifications, experience, strategic plan and proven track record to enhance value for all infoUSA
shareholders.
INDUSTRY EXPERT SUPPORTS infoUSA NOMINEES
A leading industry publication, Direct Magazine, recently published an article by Ray Schultz, a
well-respected journalist who has covered our industry for more than 20 years. Mr. Schultz
endorsed the infoUSA nominees and agrees that electing the dissident slate could have a negative
impact on value creation (a copy of the article from directmag.com is available at
http://directmag.com/opinions-columnists/directhit/direct-hit-win-with-vin51906/index.html).1
Take a look. Mr. Schultz wrote: What we are saying is that he is the best person to run infoUSA.
And so we advise the fence-sitters in next weeks board election: Vote the Vin ticket.
DONT BE MISLED BY DOLPHINS EMPTY RHETORIC AND MISLEADING STATEMENTS
THE CURRENT infoUSA BOARD IS COMMITTED TO SOUND CORPORATE GOVERNANCE
DOLPHIN AND ITS DISSIDENT SLATE ARE NOT
Dolphins most recent communication is simply an attempt to create a smoke screen of empty
rhetoric. Their carefully crafted, intentionally inflammatory statements about related party
transactions is just another effort to divert your attention from the real question which
candidates are best qualified to be directors of infoUSA and stewards of your investment in the
Company. Here are the real facts, which they are trying to obscure:
Your Board, with the active involvement of Dr. Vasant Raval (Chairman of the Audit Committee
and current nominee), extensively reviewed infoUSAs related party transactions and
arrangements and sought and received the advice of the Companys outside auditors and other
advisers that such transactions and arrangements were appropriately documented, proper
business expenses of the Company.
The Company, at the direction of your Board, has acted to eliminate almost all related party
transactions and relationships. These services are now being obtained from unrelated third
parties.
Dolphin was aware of these properly incurred and documented transactions, both when they
made their initial investment last June, and as they increased their investment in infoUSA
substantially since last August.
Under the oversight of your Board, infoUSA has developed a strong internal audit function
that reports directly to the Audit Committee, and has internal policies and procedures that
were tested and received a clean Section 404 report from the Companys outside auditors for
2005.
Despite Dolphins self-serving rhetoric to the contrary, this Board has demonstrated accountability
and has done the right thing by proactively taking actions to strengthen its corporate governance.
But where is the commitment to accountability and good corporate governance of Dolphin and its
nominees? Their record belies their empty rhetoric. Consider that Dolphin would have you
elect, as stewards of your investment, individuals whose experience as public company
directors was falsely and misleadingly reported in Dolphins proxy materials until we asked our
shareholders to look at the public record. Look at that public record and you will see that
Dolphins slate of candidates is made up of individuals lacking knowledge of infoUSA, its business
and its industry and relevant industry experience; who have a track record of being nominated for
election by those with the objective of obtaining control of other publicly held companies; and
whose public company board and audit committee service coincides with a deteriorating record of
ineffective disclosure controls and procedures, repeatedly late SEC filings and delisting from
NASDAQ.
YOUR VOTE IS IMPORTANT
Regardless of the number of shares you hold, it is important that your shares be represented
and voted at the annual meeting on May 26, 2006. Therefore, please sign, date and mail your proxy
card as soon as possible, whether or not you plan to attend the meeting, to ensure that your shares
are voted.
WITH YOUR SUPPORT, infoUSAS BOARD AND MANAGEMENT
CAN CONTINUE TO BUILD VALUE FOR ALL SHAREHOLDERS
Your Board asks that you support your Board and management team by voting FOR infoUSAs incumbent
directors and AGAINST proposal number 2 on the enclosed WHITE proxy card today. If you have any
questions about how to vote your shares please contact our proxy solicitor, MacKenzie Partners,
toll free at (800) 322-2885.
VOTE FOR YOUR BOARDS NOMINEES AND AGAINST PROPOSAL NUMBER 2
ON THE WHITE PROXY CARD TODAY
Thank you for your continuing support.
Sincerely,
Vinod Gupta
Chairman & Chief Executive Officer
infoUSA Inc.
About infoUSA
infoUSA ( www.infoUSA.com ), founded in 1972, is the leading provider of business and consumer
information products, database marketing services, data processing services and sales and marketing
solutions. Content is the essential ingredient in every marketing program, and infoUSA has the most
comprehensive data in the industry, and is the only company to own a proprietary database of 250
million consumers and 14 million businesses under one roof. The infoUSA database powers the
directory services of the top Internet traffic-generating sites. Nearly 3 million customers use
infoUSAs products and services to find new customers, grow their sales, and for other direct
marketing, telemarketing, customer analysis and credit reference purposes. infoUSA headquarters are
located at 5711 S. 86th Circle, Omaha, NE 68127 and can be contacted at (402) 593-4500. To know
more about Sales Leads, click www.infousa.com. To get a 7-day free trial and 100 free sales leads,
click www.salesgenie.com.
Statements in this announcement other than historical data and information constitute forward
looking statements that involve risks and uncertainties that could cause actual results to differ
materially from those stated or implied by such forward-looking statements. The potential risks and
uncertainties include, but are not limited to, recent changes in senior management, the successful
integration of recent and future acquisitions, fluctuations in operating results, failure to
successfully carry out our Internet strategy or to grow our Internet revenue, effects of leverage,
changes in technology and increased competition. More information about potential factors that
could affect the companys business and financial results is included in the companys filings with
the Securities and Exchange Commission.
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Consent of the author and the publication to
refer to this article and the statements contained therein has neither been
sought nor obtained. |