UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K/A
ACXIOM CORPORATION
(Exact name of registrant as specified in its charter)
AMENDMENT NO. 1
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The undersigned Registrant hereby amends paragraph 3
of Item 14 of its Annual Report on Form 10-K by
redesignating Exhibits 10(b)-(g) as Exhibits 10(c)-(h),
respectively, and adding a new Exhibit 10(b), Agreement to
Extend and Amend Data Center Management Agreement and to
Amend Registration Rights Agreement dated August 31, 1994.
Item 14, as amended, appears below in its entirety.
Item 14. Exhibits, Financial Statement Schedules and
Reports on Form 8-K
The following documents are filed as a part of this
Report:
1. Financial Statements.
The following consolidated financial statements
of the registrant and its subsidiaries included on pages 31
through 46 of the Company's Annual Report and the
Independent Auditors' Report on page 47 thereof are
incorporated herein by reference. Page references are to
page numbers in the Annual Report.
Page
Consolidated Balance Sheets as of March 31, 1995
and 1994 31
Consolidated Statements of Earnings for the years
ended March 31, 1995, 1994 and 1993 32
Consolidated Statements of Cash Flows for the years
ended March 31, 1995, 1994 and 1993 33
Consolidated Statements of Stockholders' Equity
for the years ended March 31, 1995, 1994 and 1993 34-35
Notes to the Consolidated Financial Statements 36-46
Independent Auditors' Report 47
2. Financial Statement Schedules.
The following additional information for the years
1995, 1994 and 1993 is submitted herewith and appears on
the two pages immediately preceding the signature page of
this Report on Form 10-K.
Independent Auditors' Report
Schedule II - Valuation and Qualifying Accounts
for the years ended March 31, 1995, 1994 and 1993
All other schedules are omitted because they are
not applicable or not required or because the required
information is included in the financial statements or notes
thereto.
3. Exhibits and Executive Compensation Plans.
Exhibit 10(b) is filed herewith; the remaining
exhibits were filed with the Annual Report on Form 10-K or
incorporated by reference to previously filed material as
indicated.
Exhibit No.
3(a) Amended and Restated Certificate of
Incorporation
3(b) Amended and Restated Bylaws (previously filed as
Exhibit 3(b) to the Company's Annual Report on
Form 10-K for the fiscal year ended March 31,
1991, Commission File No. 0-13163, and
incorporated herein by reference)
10(a) Data Center Management Agreement dated July 27,
1992 between the Company and Trans Union
Corporation previously filed as Exhibit A to
Schedule 13-D of Trans Union Corporation dated
August 31, 1992, Commission File No. 5-36226,
and incorporated herein by reference)
10(b) Agreement to Extend and Amend Data Center
Management Agreement and to Amend Registration
Rights Agreement dated August 31, 1994
10(c) Agreement for Professional Services dated
November 23, 1992 between the Company and
Allstate Insurance Company (previously filed as
Exhibit 28 to Amendment No. 1 to the Company's
Current Report on Form 8-K dated December
9, 1992, Commission File No. 0-13613, and
incorporated herein by reference)
10(d) Acxiom Corporation Deferred Compensation Plan
(previously filed as Exhibit 10(b) to the
Company's Annual Report on Form 10-K for the
fiscal year ended March 31, 1990, Commission
File No. 0-13163, and incorporated herein by
reference)
10(e) Amended and Restated Key Associate Stock Option
Plan of Acxiom Corporation (previously filed as
Exhibit 10(d) to the Company's Annual Report on
Form 10-K for the fiscal year ended March 31,
1993, Commission File No. 0-13163, and
incorporated herein by reference)
10(f) Acxiom Corporation U.K. Share Option Scheme
(previously filed as Exhibit 10(e) to the
Company's Annual Report on Form 10-K for the
fiscal year ended March 31, 1993, Commission
File No. 0-13163, and incorporated herein by
reference)
10(g) Long-Term Executive Compensation Plan
(previously filed as Exhibit 10(g) to the
Company's Annual Report on Form 10-K for the
fiscal year ended March 31, 1993, Commission
File No. 0-13163, and incorporated herein by
reference)
10(h) Annual Executive Compensation Plan (1996)
13 Portions of the Company's Annual Report
21 Subsidiaries of the Company
23 Consent of KPMG Peat Marwick LLP
24 Powers of Attorney for Robert S. Bloom, Dr. Ann
H. Die, William T. Dillard II, Harry L. Gambill,
Rodger S. Kline, Charles D. Morgan, Jr., Robert
A. Pritzker, Walter Smiley and James T. Womble
27 Financial Data Schedule
Listed below are the executive compensation
plans and arrangements currently in effect and which are
required to be filed as exhibits to this Report:
- Amended and Restated Key Associate Stock
Option Plan of Acxiom Corporation
- Acxiom Corporation U.K. Share Option Scheme
- Long-Term Executive Compensation Plan
- Acxiom Corporation Deferred Compensation
Plan*
- Annual Executive Compensation Plan (1996)
---------------------------------
* To date, only one grant has been made, in 1990.
4. Reports on Form 8-K.
No reports on Form 8-K were filed by the
Company during the last quarter of the fiscal year ended
March 31, 1995.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this
Amendment to be signed on its behalf by the undersigned,
thereunto duly authorized.
ACXIOM CORPORATION
Date: October 12, 1995 By:/s/ Robert S. Bloom
----------------------
Robert S. Bloom
Chief Financial Officer
EXHIBIT INDEX
Exhibits to Form 10-K
Exhibit No. Exhibit
3(a)* Amended and Restated Certificate of
Incorporation
3(b)** Amended and Restated Bylaws (previously
filed as Exhibit 3(b) to the Company's
Annual Report on Form 10-K for the fiscal
year ended March 31, 1991, Commission File
No. 0-13163, and incorporated herein by
reference)
10(a)** Data Center Management Agreement dated July
27, 1992 between the Company and Trans Union
Corporation (previously filed as Exhibit A
to Schedule 13-D of Trans Union Corporation
dated August 31, 1992, Commission File No.
5-36226, and incorporated herein by
reference)
10(b)*** Agreement to Extend and Amend Data Center
Management Agreement and to Amend
Registration Rights Agreement dated
August 31, 1994
10(c)** Agreement for Professional Services dated
November 23, 1992 between the Company and
Allstate Insurance Company (previously filed
as Exhibit 28 to Amendment No. 1 to the
Company's Current Report on Form 8-K dated
December 9, 1992, Commission File No.
0-13613, and incorporated herein by
reference)
10(d)** Acxiom Corporation Deferred Compensation
Plan (previously filed as Exhibit 10(b) to
the Company's Annual Report on Form 10-K for
the fiscal year ended March 31, 1990,
Commission File No. 0-13163, and
incorporated herein by reference)
10(e)** Amended and Restated Key Associate Stock
Option Plan of Acxiom Corporation
(previously filed as Exhibit 10(d) to the
Company's Annual Report on Form 10-K for the
fiscal year ended March 31, 1993, Commission
File No. 0-13163, and incorporated herein by
reference)
10(f)** Acxiom Corporation U.K. Share Option Scheme
(previously filed as Exhibit 10(e) to the
Company's Annual Report on Form 10-K for the
fiscal year ended March 31, 1993, Commission
File No. 0-13163, and incorporated herein by
reference)
10(g)** Long-Term Executive Compensation Plan (pre-
viously filed as Exhibit 10(g) to the
Company's Annual Report on Form 10-K for the
fiscal year ended March 31, 1993, Commission
File No. 0-13163, and incorporated herein by
reference)
10(h)* Annual Executive Compensation Plan (1996)
13* Portions of the Company's Annual Report
21* Subsidiaries of the Company
23* Consent of KPMG Peat Marwick LLP
24* Powers of Attorney for Robert S. Bloom, Dr.
Ann H. Die, William T. Dillard II, Harry L.
Gambill, Rodger S. Kline, Charles D. Morgan,
Jr., Robert A. Pritzker, Walter Smiley and
James T. Womble
27* Financial Data Schedule
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* Document previously filed.
** Document incorporated herein by reference as
indicated.
*** Document filed herewith.
AGREEMENT TO EXTEND AND AMEND
DATA CENTER MANAGEMENT AGREEMENT AND
TO AMEND REGISTRATION RIGHTS AGREEMENT
This Agreement to Extend and Amend Data Center
Management Agreement (this "Amendment") is made and entered
into as of August 31, 1994, by and between Trans Union
Corporation ("Trans Union"), with a place of business at 555
West Adams Street, Chicago, Illinois 60661, and Acxiom
Corporation ("Acxiom"), with a place of business at 301
Industrial Boulevard, Conway, Arkansas 72032.
In consideration of the mutual promises, undertakings,
relinquishments of rights, and other considerations set
forth below, the parties hereby amend that certain Data
Center Management Agreement between the parties dated July
27, 1992 (the "Agreement") and otherwise undertake and agree
as follows:
1. Pursuant to clause (ii) of Section 5.3 of the
Agreement, Trans Union hereby elects (and shall be deemed,
for purposes of the Warrant referred to in paragraph
5.1.3.1(f) of the Agreement, to have delivered to Acxiom a
notice of its election) to continue fully and extend its
relationship with Acxiom under the Agreement for the
"Extended Term" (as defined in said clause 5.3(ii)).
2. Acxiom hereby waives and releases its rights
under Section 5.1.3.6 of the Agreement, and the parties
mutually agree that the Agreement is hereby amended by
deleting therefrom the entirety of Section 5.1.3.6 of the
Agreement.
3. Acxiom hereby waives and releases its rights
under paragraph (b) of Section 5.1.3.7 of the Agreement,
Trans Union hereby waives and releases its rights under
paragraph (a) of Section 5.1.3.7 of the Agreement, and the
parties mutually agree that the Agreement is hereby amended
by deleting therefrom the entirety of Sections 5.1.3.7 and
5.1.3.7.1 of the Agreement (which Sections shall not, for
purposes of this Amendment, be deemed to include, and this
Amendment shall not delete, Sections 5.1.3.7.2, 5.1.3.7.3,
or 5.1.3.7.4).
4. The parties mutually agree that the Registration
Rights Agreement between the parties dated July 27, 1992, is
hereby amended as follows:
by adding to Section 3.0 thereof, at the end thereof,
an additional sentence which shall be and read as follows:
"The rights of Trans Union under this Section 3.0 may
be exercised by it twice -- i.e., they may be exercised
on two separate occasions, so as to require two (but
not more than two) separate registrations."
5. Each of the parties promises and agrees to
execute, by not later than August 31, 1994, a letter of
intent in the form attached hereto as Exhibit A regarding
arrangements for the performance by Acxiom of certain data
processing requirements and other functions of the Marketing
Services Division of Trans Union.
6. Each of the parties represents and warrants that
its execution and delivery of this Amendment have been duly
authorized by all necessary corporate action.
Acxiom Corporation
By: /s/ James T. Womble
-------------------------
Trans Union Corporation
By: /s/ Ralph Sorice
-------------------------
EXHIBIT A
August 31, 1994
Mr. James T. Womble
Executive Vice President
Acxiom Corporation
301 Industrial Boulevard
Conway, AR 72032-7103
Re: Marketing Services Division Agreement
Dear Jim:
On July 27, 1992, Trans Union and Acxiom entered into a
Data Center Management Agreement ("DCMA"). Recently, Trans
Union and Acxiom have discussed a proposal ("Proposal") by
Acxiom to improve the efficiency of certain data processing
services used in the to-be-defined operation of the
Marketing Services Division (excluding, without limitation,
the List and Insurance divisions) of Trans Union ("MSD").
The parties mutually acknowledge and agree that this letter
is not intended to create any binding contractual or legal
obligations upon either party with respect to the subject
matter of the Proposal. The purpose of this letter is to
summarize a potential transaction. The parties agree to
negotiate in good faith a definitive and binding agreement
("Agreement"), but either party may terminate such
negotiations at any time for any or no reason.
1. Development. On a mutually agreed upon schedule of
milestones and benchmarks (with completion on or before
July, 1996), Acxiom will develop certain computer software
and related technical materials and processes and undergo
certain conversions for MSD (the "MSD Software"), so as to
enable Acxiom to provide, pursuant to the Agreement, all
data processing services and software systems necessary for
MSD's operations from Acxiom's data center in Conway,
Arkansas from and after an agreed cutover date. Acxiom will
contribute leadership and product knowledge by dedicating a
business unit executive and all required programming,
customer service and support personnel to the development
and operations, and Acxiom will provide appropriate training
and consulting services to Trans Union to enable Trans Union
to utilize the MSD Software and related new systems. The
foregoing will be at Acxiom's sole cost, expense and
responsibility. Trans Union will retain all rights, title,
and ownership in and to the MSD Software and its components
(whether tangible or intangible) developed in connection
with this Proposal, including without limitation all
copyright, patent, trade secrets and other proprietary
rights pertaining thereto.
2. Efforts by Trans Union. Trans Union will at
cost: (i) provide facilities and resources, and (ii) furnish
technical personnel (including programming, customer
service, support personnel, and personnel with market
knowledge) to assist in Acxiom's efforts.
3. Standards. Service levels and acceptance
standards will be established. An executive committee
comprised of officers of each party will be established to
have general oversight over the development and operations
effort. The establishment and operation of such executive
committee will not diminish Acxiom's duty to develop the MSD
Software as described in paragraph 1 herein.
4. Pricing and Payments:
4.1 Payments by Acxiom. In consideration for
the services to be provided by Trans Union in paragraph 2
herein, Acxiom will pay Trans Union on terms and conditions
to be agreed upon. Acxiom will reimburse Trans Union for
all expenses incurred by Trans Union in connection with such
services.
4.2 Payments by Trans Union. In consideration
for the development and other services of Acxiom, for each
twelve month period of September 1 through August 31
("Applicable Year") beginning with the first full Applicable
Year throughout which the MSD Software is fully implemented,
and until the year ending on August 31, 2002 (unless the
DCMA is earlier terminated), Trans Union will pay Acxiom an
amount calculated on the basis of terms, conditions and
formulas which are yet undetermined but which are
contemplated by the parties to include a portion of a to-be-
defined improvement in MSD profit margin.
4.3 Cost Savings. Notwithstanding anything to
the contrary stated herein or in the DCMA, the Data Center
Management fee as defined by the DCMA would be reduced by
100% of the net reduction in Acxiom's Data Center cost
(including without limitation reduction in processing costs
and personnel costs resulting from the development and
operations) ("Cost Reduction"). The Cost Reduction includes
without limitation reduction in cost due to the use of the
MSD Software and reduction in cost due to the transfer of
systems and services to Conway, Arkansas. For any
Applicable Year in which the Cost Reduction is less than a
to-be-determined "Guarantee" (contemplated by the parties to
be at least ten percent (10%) of a to-be-determined base MSD
cost level), Acxiom will pay Trans Union the difference
between the Guarantee and the Cost Reduction. Trans Union
will have the right immediately to apply and set off any and
all such amounts against, and in payment of, any and all
amounts then or thereafter payable by Trans Union to Acxiom
under any provision of the DCMA.
5. The Data Center Management Agreement. The
Agreement would not amend or modify any terms or provisions
of the DCMA, nor would the provision of services under the
Agreement have any effect on Acxiom's obligations arising
under the DCMA, except as specifically provided herein. In
particular, and in accordance with Section 5.8 of the DCMA,
Acxiom would remain obligated to pay Trans Union the stated
portion (approximately 50%) of the Savings not subject to
paragraph 4.3 herein.
If the above sets forth your understanding of the
status of our discussions with respect to the Proposal,
please execute one copy of this letter in the space provided
below and return a fully executed copy to me.
Very Truly Yours,
TRANS UNION CORPORATION
/s/ Ralph Sorice
Accepted and agreed to this
31st day of August, 1994
ACXIOM CORPORATION
/s/ James T. Womble
Executive Vice President
RS/ls