SCHEDULE 14A INFORMATION
(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 (Amendment No. _______)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
ACXIOM CORPORATION
(Name of Registrant as Specified in Its Charter)
ACXIOM CORPORATION
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(i)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction
applies:
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: *
4) Proposed maximum aggregate value of transaction:
* Set forth the amount on which the filing fee is calculated and
state how it was determined.
[ ] 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.:
3) Filing Party:
4) Date Filed:
Acxiom Corporation
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To Be Held December 15, 1994
(LOGO)
To the Shareholders of Acxiom Corporation:
Notice is hereby given that a special meeting of the shareholders
of Acxiom Corporation will be held at the Company's corporate offices at
301 Industrial Boulevard, Conway, Arkansas on Thursday, December 15,
1994 at 10:00 a.m. for the following purposes:
1. To consider and act upon a proposal to amend the
Company's Certificate of Incorporation to increase the number of
authorized shares of Common Stock, $.10 par value per share, from
20,000,000 to 30,000,000.
2. To transact such other business as may properly come
before the meeting and any adjournment thereof.
Only shareholders of record at the close of business on November 9,
1994 are entitled to notice of and to vote at the meeting.
You are cordially invited to the meeting. WE ASK THAT YOU SIGN
AND RETURN THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE. A POSTAGE
PAID ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE IN RETURNING YOUR PROXY.
IF YOU ATTEND THE MEETING, YOU MAY VOTE IN PERSON EVEN IF YOU HAVE
PREVIOUSLY MAILED A PROXY CARD.
By Order of the Board of Directors
Catherine L. Hughes
Secretary
Conway, Arkansas
November 11, 1994
YOUR VOTE IS IMPORTANT!
PLEASE SIGN AND RETURN THE ACCOMPANYING PROXY.
Acxiom Corporation
PROXY STATEMENT
For
SPECIAL MEETING OF SHAREHOLDERS
To Be Held December 15, 1994
This Proxy Statement is furnished in connection with the
solicitation of proxies for use at a Special Meeting of Shareholders to
be held at the Company's corporate offices at 301 Industrial Boulevard,
Conway, Arkansas on Thursday, December 15, 1994 at 10:00 a.m., and any
adjournment thereof, and is solicited on behalf of the Board of
Directors of the Company. The Company's address is 301 Industrial
Boulevard, Conway, Arkansas 72032, and its telephone number is (501)
336-1000. This proxy material is first being mailed to shareholders on
November 11, 1994. Only shareholders of record at the close of business
on November 9, 1994 are entitled to notice of and to vote at the
meeting.
Any shareholder giving a proxy has the power to revoke it at any
time before its exercise. A proxy may be revoked by filing with the
Secretary of the Company a written revocation or a duly executed proxy
bearing a later date. Proxies solicited herein will be voted in
accordance with any directions contained therein, unless the proxy is
received in such form or at such time as to render it ineligible to
vote, or unless properly revoked. If no choice is specified, the shares
will be voted "FOR" each matter being acted upon.
If matters of business other than those described in the proxy
properly come before the meeting, the persons named in the proxy will
vote in accordance with their best judgment on such matters. The
proxies solicited herein shall not confer any authority to vote at any
meeting of shareholders other than the meeting to be held on December
15, 1994, or any adjournment or adjournments thereof.
The cost of soliciting these proxies will be borne by the Company.
In addition to solicitation by mail, the Company may make arrangements
with brokerage houses and other custodians, nominees and fiduciaries to
forward proxies and proxy material to their principals and may reimburse
them for their expenses in doing so.
OUTSTANDING STOCK, VOTING RIGHTS AND VOTE REQUIRED FOR APPROVAL
The Company's Common Stock, $.10 par value per share ("Common
Stock"), issued and outstanding as of October 25, 1994, totaled
10,653,460 shares. Each shareholder is entitled to one vote for each
share of stock owned of record at the close of business on November 9,
1994. The stock transfer books of the Company will not be closed.
The proposal to be considered at the special meeting will be
adopted if approved by the holders of a majority of the outstanding
shares of Common Stock and will become effective upon the filing of a
Certificate of Amendment with the Delaware Secretary of State. Shares
that are held by a broker that has indicated that it does not have
discretionary authority to vote on a particular matter will not be
counted as having been voted in favor of the proposal. Likewise,
abstentions will not be counted as votes in favor of the proposal.
PROPOSAL TO AMEND THE CERTIFICATE OF INCORPORATION
On October 26, 1994, the Board of Directors unanimously adopted a
resolution to effect a two-for-one split of the Company's Common Stock
in the form of a stock dividend. The stock split is, however,
conditioned upon approval by the shareholders of certain proposed
changes to the authorized capitalization of the Company as described
below:
Proposal to Increase the Number of Authorized Shares of Common Stock
The Board of Directors has unanimously adopted a resolution setting
forth a proposed amendment ("Proposed Amendment") to Article FOURTH of
the Company's Certificate of Incorporation that would increase the
number of authorized shares of Common Stock. The authorized capital
stock of the Company presently consists of 20,000,000 shares of Common
Stock and 1,000,000 shares of Preferred Stock, $1.00 par value per
share ("Preferred Stock"). Under the Proposed Amendment, the authorized
shares of Common Stock would be increased to 30,000,000.
The Board of Directors has determined that the number of unreserved
shares of Common Stock presently available for issuance is not
sufficient to provide for the proposed two-for-one stock split or for
other future contingencies and needs of the Company, such as possible
future financings or other corporate purposes. In connection herewith,
the resolutions adopted by the Board which will be presented for
approval by the shareholders at the forthcoming special meeting are set
forth below:
RESOLVED, that the Corporation's Certificate of Incorporation
be amended by changing Article FOURTH so that, as amended, it
shall read as follows:
"FOURTH: AUTHORIZED SHARES. The total number of shares
of stock which the Corporation shall have authority to issue
is:
Thirty million (30,000,000) shares of Common Stock, ten
cents ($.10) Par Value per common share.
One million (1,000,000) shares of Preferred Stock, one
dollar ($1.00) Par Value per preferred share. The Board of
Directors of the Corporation is authorized to provide for the
issuance of shares of Preferred Stock in series and to
establish from time to time the number of shares to be
included in each such series and to fix the designation,
powers, preferences and rights of the shares of each such
series and the qualifications, limitations and restrictions
thereof."
FURTHER RESOLVED, that the officers of the Corporation are
hereby authorized and directed to take such actions as they in
their discretion may deem necessary or appropriate to
implement the above amendment.
The Proposed Amendment will be adopted if approved by the holders
of a majority of the outstanding shares of Common Stock and will become
effective upon the filing of a Certificate of Amendment with the
Delaware Secretary of State.
If the Proposed Amendment becomes effective, one additional share
of Common Stock will be distributed for each share of Common Stock held
of record on December 27, 1994. The Company anticipates distributing
certificates representing such additional shares on January 10, 1995.
The additional shares will be listed on the Nasdaq Stock Market prior to
issuance.
No changes will be made in the respective rights and privileges
pertaining to the outstanding shares of Common Stock of the Company.
The proposed changes will not affect any stockholder's proportionate
interest in the Company.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE
APPROVAL OF THE PROPOSED AMENDMENT.
PRINCIPAL SHAREHOLDERS
The following table shows, as of October 25, 1994, the only
shareholders known to the Company to own more than 5% of the Company's
Common Stock:
Number of Shares Percent of
of Common Stock Outstanding
Name and Address Beneficially Owned Shares
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Charles D. Morgan, Jr. 1,624,146(1) 15.2%
Route 5, Box 114-01
Conway, AR 72032
Trans Union Corporation 1,130,384(2) 10%
555 West Adams Street
Chicago. IL 60661
William Blair & Company 621,800(3) 5.8%
222 West Adams Street
Chicago, IL 60606-5312
T. Rowe Price New Horizons Fund, Inc. 540,000(3) 5.1%
100 E. Pratt Street
Baltimore, MD 21202
_ _ _ _ _ _ _ _ _ _ _ _ _ _
(1) Includes 16,505 shares subject to currently exercisable options.
(2) On August 31, 1992 the Company issued a warrant ("Warrant") to
Trans Union to purchase up to 1,000,000 shares prior to August 31,
2000, at exercise prices ranging from $11.25 per share to $14.25 per
share. However, the amount of stock which may be purchased by Trans
Union under the Warrant is limited so that Trans Union's total holdings
under the Warrant and the 480,000 shares which were acquired on August
31, 1992 and which are currently held by Trans Union may not exceed 10%
of the Company's then issued and outstanding shares. Based upon the
number of shares currently issued and outstanding, Trans Union would be
able to obtain only 650,384 of the 1,000,000 Warrant shares. Trans
Union retains the right, however, to acquire additional shares of
Common Stock on the open market which would not be included in
determining the number of shares issuable under the Warrant. In
addition, effective October 26, 1994, the Company and Trans Union's
parent company, Marmon Industrial Corporation ("MIC"), entered into a
Stock Purchase Agreement wherein the Company agreed to sell, and MIC
agreed to buy, 500,000 shares of newly issued Common Stock of the
Company (the "Additional Shares") for $23.92 per share. The
completion of the purchase of the Additional Shares is scheduled to
occur on or before November 30, 1994, pending necessary regulatory
approval. Upon completion of the purchase, Trans Union would
beneficially own 1,185,940 shares, or 10%, and MIC would
beneficially own 500,000 shares, or 4.2%, of the Company's currently
issued and outstanding shares.
(3) Based on information contained in a Schedule 13G filed with the
Securities and Exchange Commission.
EQUITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth certain information, as of October
25, 1994, regarding the beneficial ownership of the Company's Common
Stock by its directors, by its named executive officers, and by its
directors and executive officers as a group:
Number of Shares Percent of
of Common Stock Outstanding
Name Beneficially Owned Shares
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Phil Bartos 32,486(1) *
Dr. Ann H. Die 1,095 *
C. Alex Dietz 76,420(2) *
William T. Dillard, II 4,000 *
Harry C. Gambill 0 *
Rodger S. Kline 442,329(3) 4.2%
Charles D. Morgan, Jr. 1,624,146(4) 15.2%
Robert A. Pritzker 0(5) *
Walter V. Smiley 55,000 *
James T. Womble 381,776(6) 3.6%
Paul Zaffaroni 36,446(7) *
All directors and executive officers,
as a group (16 persons) 2,803,135(8) 26%
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
* Denotes less than 1%.
(1) Includes 27,387 shares subject to currently exercisable options.
(2) Includes 28,317 shares subject to currently exercisable options.
(3) Includes 19,453 shares subject to currently exercisable options.
(4) Includes 16,505 shares subject to currently exercisable options.
(5) See footnote (2) to the table under the heading "Principal
Shareholders" regarding shares of the Company's Common Stock
beneficially owned by Trans Union and proposed to be acquired
by MIC. Mr. Pritzker, who is an officer and director of such
corporations, disclaims beneficial ownership of such shares.
(6) Includes 9,344 shares subject to currently exercisable options.
(7) Includes 33,792 shares subject to currently exercisable options.
(8) Includes 201,816 shares subject to currently exercisable
options.
SUBMISSION OF SHAREHOLDER PROPOSALS
Any shareholder proposal to be presented at the upcoming 1995
Annual Meeting should be directed to the Secretary of the Company, 301
Industrial Boulevard, Conway, Arkansas 72032, and must be received by
the Company on or before February 15, 1995. Any such proposal must
comply with the requirements of Rule 14a-8 of the Securities Exchange
Act of 1934.
OTHER MATTERS
The Board of Directors does not intend to present and does not have
any reason to believe that others will present any items of business at
the special meeting other than as stated in the Notice of Special
Meeting of Shareholders. If, however, other matters are properly
brought before the meeting, it is the intention of the persons named in
the accompanying proxy to vote the shares represented thereby in
accordance with their best judgment, and discretionary authority to do
so is included in the proxy.
By Order of the Board of Directors
Catherine L. Hughes
Secretary
Conway, Arkansas
November 11, 1994
PROXY
ACXIOM CORPORATION
This Proxy Is Solicited on Behalf of The Board of Directors
for a Special Meeting of Shareholders
to be Held on December 15, 1994
The undersigned hereby appoints Catherine L. Hughes and Shayne D.
Smith as Proxies, with the power to appoint their substitutes, and
hereby authorizes them to represent and vote, as designated below, all
of the shares of Common Stock of Acxiom Corporation held of record by
the undersigned on November 9, 1994, at the Special Meeting of
Shareholders to be held at 301 Industrial Boulevard, Conway, Arkansas
72032 on December 15, 1994 at 10:00 a.m., or any adjournments thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS
MADE, THE PROXY WILL BE VOTED FOR ALL PROPOSALS.
Please mark, sign, date and return the proxy card promptly using
the enclosed envelope.
The Proxies cannot vote your shares unless you sign and return
this card.
SEE REVERSE SIDE.
[ X ] Please mark your
votes as in this
example.
The Board of Directors recommends a vote FOR all proposals.
1. Amendment of Certificate of Incorporation to increase the number of
authorized shares of Common Stock, $.10 par value per share, from
20,000,000 to 30,000,000.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
UNLESS OTHERWISE INSTRUCTED HEREIN, IT IS INTENDED THAT THE PROXIES WILL
VOTE THESE SHARES FOR ALL PROPOSALS. The Proxies will vote in their
sole discretion upon such other business as may properly come before the
meeting.
Please sign, date and return this Proxy promptly, using the enclosed
return envelope.
Signatures(s) _ _ _ _ _ _ _ _ _ _ _ _ _ Date _ _ _ _ _ _ _
Signature(s) _ _ _ _ _ _ _ _ _ _ _ _ _ Date _ _ _ _ _ _ _
Note: Please sign exactly as name appears hereon. When shares are held
by joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If
a corporation, please sign in full corporate name by President or other
authorized officer. If a partnership, please sign in partnership name
by authorized person.