View:
Download DOC
Download PDF
Definitive Additional Proxy Soliciting Materials

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

(Amendment No. 2)

 

Filed by the Registrant ¨                            Filed by a Party other than the Registrant x

Check the appropriate box:

 

¨ Preliminary Proxy Statement

 

¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

¨ Definitive Proxy Statement

 

¨ Definitive Additional Materials

 

x Soliciting Material Pursuant to §240.14a-12

 

 

ACXIOM CORPORATION

(Name of Registrant as Specified In Its Charter)

 

 

VA PARTNERS, LLC

VALUEACT CAPITAL MASTER FUND, L.P.

VALUEACT CAPITAL MANAGEMENT, L.P.

VALUEACT CAPITAL MANAGEMENT, LLC

JEFFREY W. UBBEN

GEORGE F. HAMEL, JR.

PETER H. KAMIN

LOUIS J. ANDREOZZI

J. MICHAEL LAWRIE

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

Payment of Filing Fee (Check the appropriate box):

 

x No fee required.

 

¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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 (Set forth the amount on which the filing fee is calculated and state how it was determined):

 

 
  (4) Proposed maximum aggregate value of transaction:

 

 
  (5) Total fee paid:

 

 

 

¨ Fee paid previously with preliminary materials.

 

¨ 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:

 

 

Copies of various soliciting materials are filed herewith as Exhibit 1. Such materials are in the process of being posted to http://www.changeatacxiom.com.

ADDITIONAL INFORMATION

On May 15, 2006, VA Partners, LLC, ValueAct Capital Master Fund, L.P., ValueAct Capital Management, L.P., ValueAct Capital Management, LLC, Jeffrey W. Ubben, George F. Hamel, Jr., Peter H. Kamin, Louis J. Andreozzi and J. Michael Lawrie (collectively, the “Participants”) filed a preliminary proxy statement with the Securities and Exchange Commission with respect to the election of Jeffrey W. Ubben, Louis J. Andreozzi and J. Michael Lawrie to the Board of Directors of Acxiom Corporation at the 2006 Annual Meeting of Stockholders of Acxiom Corporation.

THE PARTICIPANTS STRONGLY ADVISE ALL STOCKHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE FOR FREE ON THE SECURITIES AND EXCHANGE COMMISSION’S WEB SITE AT WWW.SEC.GOV OR FROM THE PARTICIPANTS C/O GEORGESON INC., 17 STATE STREET, 10TH FLOOR, NEW YORK, NY 10004, TOLL FREE: (866) 316-4262.

INFORMATION REGARDING THE PARTICIPANTS AND THEIR DIRECT OR INDIRECT INTERESTS IS AVAILABLE IN THEIR SCHEDULE 13D INITIALLY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 20, 2005, AS SUBSEQUENTLY AMENDED ON FEBRUARY 23, 2005, MARCH 16, 2005, MAY 4, 2005, JUNE 3, 2005, JULY 12, 2005, JULY 13, 2005, SEPTEMBER 27, 2005, OCTOBER 18, 2005, OCTOBER 21, 2005, MARCH 31, 2006, MAY 15, 2006 AND JUNE 21, 2006.

THIS COMMUNICATION IS NOT AN OFFER TO PURCHASE OR THE SOLICITATION OF AN OFFER TO SELL ANY COMMON STOCK. THE SOLICITATION AND OFFER TO PURCHASE COMMON STOCK WILL BE MADE, IF AT ALL, PURSUANT TO AN OFFER TO PURCHASE AND RELATED MATERIALS THAT WOULD BE FURNISHED TO STOCKHOLDERS AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. IF THESE MATERIALS ARE FURNISHED TO STOCKHOLDERS, STOCKHOLDERS SHOULD READ THEM CAREFULLY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF THE OFFER. IN SUCH EVENT, STOCKHOLDERS WILL BE ABLE TO OBTAIN THE OFFER TO PURCHASE AND RELATED MATERIALS FOR FREE ON THE SECURITIES AND EXCHANGE COMMISSION’S WEB SITE AT WWW.SEC.GOV OR FROM THE PARTICIPANTS C/O GEORGESON INC., 17 STATE STREET, 10TH FLOOR, NEW YORK, NY 10004, TOLL FREE: (866) 316-4262.

Additional Soliciting Material
Note:
1  Comparables composite includes the following six companies identified by Acxiom on slide 9 of its investor briefing filed with the Securities and Exchange Commission on
July 11, 2006 on Form 8-K, which slide is entitled, “Acxiom Share Price has Outperformed Market Indices and Peers Over Past 3 Years”: Dun & Bradstreet, Fair Isaac,
Harte-Hanks, Equifax, InfoUSA
and Choicepoint
(the “Acxiom Comps”)
Source:
FactSet. Permission to use these figures on this website was neither sought nor obtained.
5 Year Return
Return Since
1
st
Offer
6/1/00 – 6/3/05
6/3/05 – 7/28/06
Comparables1
96.3%
(7.4)%
Acxiom
(38.7)%
35.0%
NASDAQ
(42.2)%
1.1%
S&P 500
(17.4)%
6.9%
Indexed Stock Price Performance
--
50.0
100.0
150.0
200.0
250.0
6/1/00
8/24/01
11/17/02
2/9/04
5/4/05
7/28/06
Acxiom
Corp.
Comparables Composite
¹
NASDAQ
S&P 500
06/03/2005:
VAC announces 1st
offer for $23 per share
10/24/2005 :
VAC announces 2nd
offer for $25 per share
06/21/2006 :
$25 per share cash
tender for up to 7 mm
shares if VAC's
Board
nominees are elected

Acxiom’s
ROIC on par with IT management / outsourcing providers despite
only 25% of sales from this segment.
According
to
Acxiom’s
financial
statements
for
years
2001
through
2005,
approximately
75%
of
Acxiom’s
revenues
are
derived
from
database
marketing
services,
and
approximately
25%
of
revenues
are
derived
from
outsourcing/IT
management
services.
As
indicated
in
the
graphs
below,
the
database
marketing
services
peer
group
generates
returns
on
invested
capital
(ROIC)
that
are
substantially
higher
than
the
IT
management/outsourcing
peer
group.
If
Acxiom
generated returns-on-
investment
similar
to
its
peers
in
the
database
marketing
services
sector,
where
it
earns
the
vast
majority
of
its
revenue,
we
believe
that
its
consolidated
ROIC
would
be
substantially
higher
than
it
has
been
during
the
past
five
years.
As
the
two
graphs
below
indicate,
over
the
past
five
years,
Acxiom’s
capital
spending
as
a
percentage
of
revenue
and
returns
on
invested
capital
more
closely
resemble
its
peers
in
the
IT
management
services
sector
even
though
only
25%
of
its
revenues
are
derived
from
those
business
lines.

Low
Returns
on
Invested
Capital
4
Excess Spending Results In
Notes:
1
Database
Marketing
Services
include
the
Acxiom
Comps:
Dun
&
Bradstreet,
Fair
Isaac,
Harte-Hanks,
Equifax,
infoUSA,
and
ChoicePoint
2
IT
Management
includes
the
following
companies
which
are
covered
by
research
analysts
at
Deutsche
Bank
under
the
IT
Management
Services
category:
Unisys,
Keane,
Accenture
(12
mos.
ending
11/30
data
used
as
proxy
for
CY
data
and
12
mos.
ending
2/28
used
as
proxy
for
LTM
3/31/06),
Computer
Sciences
Corp.,
Affiliated
Computer
Services,
and
Electronic
Data
Systems.
Deutsche
Bank
also
includes
Cognizant
Tech
Solutions
and
Wipro
Ltd
in
its
IT
Management
Services
category,
but
these
two
companies
have
not
been
included
here,
as
they
operate
with
a
fundamentally
different
business
model
to
Acxiom,
comprised
of
a
100% offshore delivery
mechanism and therefore have far different margin and growth characteristics. VAC has no relationship with Deutsche Bank other than the purchase of research and limited trade execution
3
Includes
purchased
software
licenses,
capital
expenditures,
deferral
of
costs
and
non-cash
PP&E
under
capital
leases
4
Defined
as
net
operating
profit
after
tax
divided
by
the
sum
of
average
debt
and
average
shareholders’
equity
over
the
period
Capital Spending as % of Revenue
Returns on Invested Capital
4
Source:
Company
filings
and
Capital
IQ.
Database
Marketing
and
IT
Management
composites
include
companies
viewed
as
comparable
to
Acxiom
by
publicly
available
research
and
Acxiom.
Permission
to
use
these
figures
on
this
website
was
neither
sought
nor
obtained.
12.3%
8.0%
13.1%
15.2%
2.7%
2.6%
2.9%
3.0%
3.4%
4.0%
6.0%
5.5%
5.7%
5.5%
5.2%
5.1%
13.8%
14.8%
--
5.0%
10.0%
15.0%
20.0%
CY 2001
CY 2002
CY 2003
CY 2004
CY 2005
LTM
3/31/06
Database Marketing Services
¹
IT Management ²
Acxiom³
18.4%
0.9%
6.9%
5.1%
8.0%
21.6%
23.9%
23.9%
22.3%
22.1%
23.0%
11.0%
14.8%
15.9%
12.0%
12.5%
7.1%
8.3%
--
5.0%
10.0%
15.0%
20.0%
25.0%
CY 2001
CY 2002
CY 2003
CY 2004
CY 2005
LTM
3/31/06
Database Marketing Services ¹
IT Management ²
Acxiom

Historical EBIT Margins¹
Notes:
1
Adjusted for non-recurring items
2
Database Marketing Services include the Acxiom Comps: Dun & Bradstreet, Fair Isaac, Harte-Hanks, Equifax, infoUSA, and ChoicePoint
3
IT
Management
includes
the
following
companies
which
are
covered
by
research
analysts
at
Deutsche
Bank
under
the
IT
Management
Services
category:
Unisys,
Keane,
Accenture
(12
mos.
ending
11/30
data
used
as
proxy
for
CY
data
and
12
mos.
ending
2/28
used
as
proxy
for
LTM
3/31/06),
Computer
Sciences
Corp.,
Affiliated
Computer
Services,
and
Electronic
Data
Systems.
Deutsche
Bank
also
includes
Cognizant
Tech
Solutions
and
Wipro
Ltd
in
its
IT
Management
Services
category,
but
these
two
companies
have
not
been
included
here,
as
they
operate
with
a
fundamentally
different
business
model
to
Acxiom,
comprised
of
a
100%
offshore
delivery
mechanism
and
therefore
have
far
different
margin
and
growth
characteristics.
VAC
has
no
relationship
with
Deutsche
Bank
other
than
the
purchase
of
research
and
limited
trade
execution
Acxiom’s consolidated EBIT margins closer to IT management /
outsourcing providers despite only 25% of sales from this segment.
Source:
Company filings and Capital IQ. Database Marketing and IT Management composites include companies viewed as comparable to Acxiom
by publicly available research and Acxiom. Permission to use
these figures on this website was neither sought nor obtained.
1.6%
20.4%
22.9%
22.8%
22.0%
22.5%
22.8%
6.4%
7.7%
7.7%
6.6%
7.7%
8.7%
11.1%
9.5%
10.9%
7.8%
10.6%
--
5.0%
10.0%
15.0%
20.0%
25.0%
CY 2001
CY 2002
CY 2003
CY 2004
CY 2005
LTM 3/31/06
Database Marketing Services ²
IT Management ³
Acxiom

FY2004A –
FY2006A Revenue Bridge
Notes:
1
Represents
average
of
organic
revenue
growth
(revenue
adjusted
for
material
acquisitions,
divestitures,
and
foreign
currency
effects)
for
the
Acxiom
Comps:
Dun
&
Bradstreet,
Fair
Isaac,
Harte-Hanks
(excluding
“Shoppers”
segment),
infoUSA,
and
ChoicePoint.
Equifax
is
excluded
due
to
insufficient
data
2
Increase
of
$128.5
million
is
primarily
attributable
to
the
acquisitions
of
Claritas
Europe
and
Consodata
per
2006
10K,
p.
F-4
3
Acquisition
of
Digital
Impact,
Inc.,
InsightAmerica,
Inc.,
and
Smart
DM
Holdings
Inc.
4
Company
consolidated
IT
management
with
US
Services
and
Data
in
FY2006.
For
comparison
purposes,
FY2006
information
is
presented
consistently
with
the
FY2005
segment
reporting
assuming
the
same
level
of
intercompany
eliminations
of
$17
million
FY06 core US Services & Data growth slips to 1.3%.  IT management
and acquisitions drive sales growth.
Source:
Company
filings.
Permission
to
use
these
figures
on
this
website
was
neither
sought
nor
obtained.
Internal Growth
Internal Growth
vs.
vs.
Acxiom
Comparables
Revenue
YoY
Growth
Internal Growth¹
Total FY2004 Revenue
$1,010.8
FY2004 US Services & Data Revenue
$688.6
Growth:
US Services & Data: Internal Growth
46.7
6.8%
5.1%
FY2005 Total US Services & Data Revenue
$735.3
6.8%
International Services
& Data²
212.5
152.9%
IT Management Services
292.2
16.2%
Intercompany
Eliminations
(17.0)
Total FY2005 Revenue
$1,223.0
21.0%
FY2005 US Services & Data Revenue
$735.3
Growth:
Acquisition Growth
³
66.2
9.0%
US Services & Data: Internal Growth
9.9
1.3%
5.2%
FY2006 Total US Services & Data Revenue
$811.4
10.3%
International Services & Data
184.9
(13.0%)
IT Management Services
353.3
20.9%
Intercompany
Eliminations
4
(17.0)
Total FY2006 Revenue
$1,332.6
9.0%