SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Schedule TO
Amendment No. 4
Tender Offer Statement under Section
14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934
ACXIOM CORPORATION
(Name of Issuer)
ACXIOM CORPORATION
(Name of Filing Person (Identifying Status as Offeror, Issuer or Other Person))
Common Stock, $0.10 Par Value
(Title of Class of Securities)
005125109
(CUSIP Number of Class of Securities)
Jerry C. Jones
Acxiom Corporation
1 Information Way,
P.O. Box 8180
Little Rock, Arkansas 72203-8180
Telephone (501) 342-1000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Filing Persons)
Copies to:
| H. Watt Gregory, III, Esq. Kutak Rock LLP Suite 2000 124 West Capitol Avenue Little Rock, Arkansas 72201 Telephone: (501) 975-3000 |
Peter R. Douglas, Esq. Davis Polk & Wardwell 450 Lexington Avenue New York, New York 10017 Telephone: (212) 450-4000 |
CALCULATION OF FILING FEE
| Transaction Valuation* | Amount of Filing Fee** | ||
| $300,000,000 |
$ | 32,100 | |
| * | Calculated solely for the purpose of determining the amount of the filing fee. This amount is based upon the purchase of 11,111,111 outstanding shares of Common Stock at the maximum tender offer price of $27.00 per share. |
| ** | Previously paid. |
| ¨ | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| Amount Previously Paid: Not applicable. |
Filing Party: Not applicable. | |
| Form or Registration No.: Not applicable. |
Date Filed: Not applicable. |
| ¨ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
| ¨ | third-party tender offer subject to Rule 14d-1 |
| x | issuer tender offer subject to Rule 13e-4 |
| ¨ | going-private transaction subject to Rule 13e-3 |
| ¨ | amendment to Schedule 13D under Rule 13d-2 |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨
SCHEDULE TO
This Amendment No. 4 to Schedule TO amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission on August 7, 2006 (“Schedule TO”) by Acxiom Corporation, a Delaware corporation (the “Company”), as amended by Amendment No. 1 filed on August 7, 2006, by Amendment No. 2 filed on August 9, 2006 and by Amendment No. 3 filed on August 22, 2006, relating to the offer by the Company to purchase for cash up to 11,111,111 shares of its Common Stock, par value $0.10 per share (the “Shares”), including the associated stock purchase rights, at a price not greater than $27.00 nor less than $25.00 per share, in cash, without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated August 7, 2006, as amended (the “Offer to Purchase”) and the accompanying Letter of Transmittal, which together, as they may be amended and supplemented from time to time, constitute the “Offer.”
All information in the Offer to Purchase, which was previously filed with the Schedule TO as Exhibit (a)(1)(i), Exhibit (a)(1)(i)(A) and Exhibit (a)(1)(i)(B) to the Schedule TO, as amended, is hereby expressly incorporated in this Amendment No. 4 by reference in response to all of the applicable items in Schedule TO, except that such information is hereby amended and supplemented to the extent provided herein.
Items 1 Through 11
On August 31, 2006 the Company issued a press release quantifying the expected cumulative financial impact of several items, previously announced publicly, that are expected to reduce the midpoint of the Company’s original fiscal year 2007 Financial Road Map earnings target by approximately six to seven cents per fully diluted share. The items clarified by the Company included the effect of the issuance of a greater-than-previously expected number of shares pursuant to exercise of stock options; additional proxy contest expenses associated with the now-terminated proxy fight with a large shareholder; the effect of the expected repurchase of up to $300 million of its shares through the “Dutch Auction” self tender offer transaction now pending; additional interest expense relating to expected incremental additional borrowings under new credit facilities relating to the self tender offer and for other corporate purposes; and an adjustment in the expected effective tax rate for the current fiscal year. Reference is made to Exhibit (a)(5)(vi) to this Schedule TO for the full text of the press release.
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Item 12. Exhibits.
| (a)(5)(vi) | Press Release of the Company dated August 31, 2006. |
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| ACXIOM CORPORATION | ||
| By: | /s/ Jerry C. Jones | |
| Name: | Jerry C. Jones | |
| Title: | Business Development/Legal Leader | |
| and Assistant Secretary | ||
Dated: August 31, 2006
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EXHIBIT INDEX
| (a)(1)(i)* | Offer to Purchase dated August 7, 2006, as amended. | |
| (a)(1)(i)(A)** | Amendment dated August 7, 2006 to the Offer to Purchase. | |
| (a)(1)(i)(B)† | Offer to Purchase as amended August 22, 2006. | |
| (a)(1)(ii)* | Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9). | |
| (a)(1)(iii)* | Notice of Guaranteed Delivery. | |
| (a)(1)(iv)* | Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees dated August 7, 2006. | |
| (a)(1)(v)* | Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees dated August 7, 2006. | |
| (a)(1)(vi)* | Letter to Stockholders dated August 7, 2006 from Charles D. Morgan, Chairman of the Board and Company Leader of Acxiom Corporation. | |
| (a)(1)(vii)* | Letter from Acxiom Corporation Retirement Savings Plan Administrator and Notice to all Participants in the Acxiom Corporation Retirement Savings Plan dated August 7, 2006. | |
| (a)(1)(vii)(A)*** | Amendment dated August 9, 2006 to Letter from Acxiom Corporation Retirement Savings Plan Administrator and Notice to all Participants in the Acxiom Corporation Retirement Savings Plan dated August 7, 2006. | |
| (a)(1)(viii)* | Letter from Acxiom Corporation Retirement Savings Plan Administrator to Participants in the Retirement Savings Plan who are subject to Section 16 of the Securities and Exchange Act of 1934, as amended, dated August 7, 2006. | |
| (a)(1)(ix)* | Notice to Participants in the 2005 Stock Purchase Plan of Acxiom Corporation from the Agent for the 2005 Stock Purchase Plan of Acxiom Corporation dated August 7, 2006. | |
| (a)(1)(x)* | Notice to Holders of Vested Stock Options dated August 7, 2006. | |
| (a)(2) | None. | |
| (a)(3) | Not applicable. | |
| (a)(4) | Not applicable. | |
| (a)(5)(i)* | Form of summary advertisement dated August 7, 2006. | |
| (a)(5)(ii)* | Acxiom Stock Tender Offer—Questions and Answers. | |
| (a)(5)(iii)** | Transcript of Internal Conference Call with Organization Leadership on August 7, 2006. | |
| (a)(5)(iv)** | Text of Email Correspondence from Charles D. Morgan to Acxiom associates worldwide, on August 7, 2006. | |
| (a)(5)(v)** | Script of Press Conference Comments by Charles D. Morgan on August 7, 2006. | |
| (a)(5)(vi)†† | Press Release of the Company dated August 31, 2006. | |
| (b)(i)* | Senior Secured Credit Facility Commitment Letter dated August 6, 2006 between J.P. Morgan Securities Inc., JPMorgan Chase Bank, National Association and Acxiom Corporation. | |
| (b)(ii)* | Summary of the Terms and Conditions Proposed Acxiom Corporation $800,000,000 Multi-Currency Revolving Credit and Term Loan Facilities. | |
| (d)(1) | Rights Agreement dated January 28, 1998 between Acxiom Corporation and First Chicago Trust Company, as Rights Agent, including the forms of Rights Certificate and of Election to Exercise, included in Exhibit A to the Rights Agreement and the form of Certificate of Designation and Terms of Participating Preferred Stock of Acxiom Corporation, included in Exhibit B to the Rights Agreement (previously filed as Exhibit 4.1 to Acxiom Corporation’s Current Report on Form 8-K dated February 10, 1998, Commission File No. 0-13163, and incorporated herein by reference). | |
| (d)(2)* | Agreement dated as of August 5, 2006 by and among Acxiom Corporation and VA Partners, LLC, ValueAct Capital Master Fund, L.P., ValueAct Capital Management, L.P., and ValueAct Capital Management, LLC. | |
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| (g) | Not Applicable | |
| (h) | Not Applicable | |
| * | Previously filed with Schedule TO on August 7, 2006. |
| ** | Previously filed with Amendment No. 1 to Schedule TO on August 7, 2006. |
| *** | Previously filed with Amendment No. 2 to Schedule TO on August 9, 2006. |
| † | Previously filed with Amendment No. 3 to Schedule TO on August 22, 2006. |
| †† | Filed herewith. |
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Exhibit (a)(5)(vi)
For more information, contact:
Katharine Raymond
Investor Relations Coordinator
Acxiom Corporation
(501) 342-1321
EACXM
Acxiom Adjusts Road Map Earnings Target to Reflect
Anticipated Impact of Proxy Contest, Dutch Auction,
New Credit Facilities, Other Items
LITTLE ROCK, Ark. — August 31, 2006 — Acxiom® Corporation (Nasdaq: ACXM) today quantified the expected cumulative financial impact of the successful completion of the proxy contest with ValueAct Capital, the anticipated completion of the Dutch Auction Self Tender, an $800 million credit facility, and other items reported on the first-quarter earnings conference call held July 26, 2006. The net impact of these items will reduce the midpoint of the original fiscal year 2007 Financial Road Map earnings target by approximately six to seven cents per fully diluted share.
The six- to seven-cent reduction reflects the anticipated impact for fiscal 2007 of the following five items:
| 1. | The fiscal 2007 Road Map targets, communicated during the fiscal 2006 year-end conference call on May 17, 2006, were based on 90 million weighted average shares outstanding. Subsequently, the company reported a net 2 million share increase related to greater-than-expected exercises of 2.5 million stock options, partially offset by share repurchases of 0.5 million shares. The net increase of approximately 2 million shares will increase the fiscal 2007 weighted average share count to approximately 91 million, a weighted average increase of approximately 1 million shares that is expected to result in a reduction of approximately one cent in fiscal 2007 EPS. |
| 2. | The company incurred proxy contest expenses related to financial and non-financial advisory fees of approximately $1.2 million in addition to expenses previously reported. These fees were not anticipated in the earlier fiscal 2007 Road Map targets and are expected to reduce fiscal 2007 EPS by approximately one cent. |
| 3. | The company expects to repurchase up to $300 million of its shares through the Dutch Auction Self Tender (DAST) scheduled to close on September 12, 2006. The impact on the weighted average fully diluted shares outstanding for fiscal 2007 is expected to be a reduction of approximately 6.0 to 6.5 million shares or an increase to fiscal 2007 EPS of approximately seven to eight cents. |
| 4. | The company expects to incur incremental interest expense of approximately $14.3 million related to the incremental borrowings under the new credit facilities scheduled to close on September 15, 2006. These borrowings are to fund the DAST, restructure existing debt and be available for general corporate purposes. These costs are anticipated to result in an approximate 10-cent reduction in fiscal 2007 EPS. |
| 5. | During the first-quarter earnings conference call, the company reported that its effective tax rate for fiscal year 2007 was expected to be 39 percent. Previously announced targets anticipated an effective tax rate of 38 percent. The one percentage point increase is expected to result in an approximate two-cent reduction in fiscal 2007 EPS. |
“Since the fiscal 2006 year-end conference call, we have publicly provided a significant amount of information to investors, and management today is clarifying that information so that shareholders have a more complete view of Acxiom’s full-year earnings expectation for fiscal year 2007. While the amounts for the DAST and the credit facilities continue to be estimates, we do not expect the final amounts to differ materially from our current expectations ,” said Frank Cotroneo, Acxiom’s Chief Financial Officer.
About Acxiom
Acxiom Corporation (Nasdaq: ACXM) integrates data, services and technology to create and deliver customer and information management solutions for many of the largest, most respected companies in the world. The core components of Acxiom’s innovative solutions are Customer Data Integration (CDI) technology, data, database services, IT outsourcing, consulting and analytics, and privacy leadership. Founded in 1969, Acxiom is headquartered in Little Rock, Arkansas, with locations throughout the United States and Europe, and in Australia and China.
For more information, visit www.acxiom.com.
This release contains forward-looking statements that are subject to certain risks and uncertainties that could cause actual results to differ materially. Such statements may include but are not necessarily limited to the following: that the estimates and ranges in this release and the Financial Road Map with respect to the projected revenue, operating margin, return on assets and return on invested capital, operating cash flow and free cash flow, borrowings, dividends, tax rates and other metrics will be within the estimated ranges; that the company has identified categories of opportunity that provide upside to the ranges of the Financial Road Map, that the estimations of revenue, earnings, cash flow, growth rates, restructuring charges and expense reductions will be within the estimated ranges; and that the business pipeline and our anticipated cost structure will allow us to continue to meet or exceed revenue, cash flow and other projections. The following are important factors, among others, that could cause actual results to differ materially from these forward-looking statements: the possibility that we may incur expenses related to unsolicited proposals or other efforts by others to acquire or control the Company; certain contracts may not be closed, or may not be closed within the anticipated time frames; the possibility that in the event that a change of control was sought that certain of the clients of the Company would invoke certain provisions in their contracts resulting in a decline in the revenue and profit of the Company; the possibility that certain contracts may not generate the anticipated revenue or profitability; the possibility that negative changes in economic or other conditions might lead to a reduction in demand for our products and services; the possibility of an economic slowdown or that economic conditions in general will not be as expected; the possibility that the historical seasonality of our business may change; the possibility that significant customers may experience extreme, severe economic difficulty; the possibility that the integration of acquired businesses may not be as successful as planned; the possibility that the fair value of certain of our assets may not be equal to the carrying value of those assets now or in future time periods; the possibility that sales cycles may lengthen; the possibility that we may not be able to attract and retain qualified technical and leadership associates, or that we may lose key associates to other organizations; the possibility that we won’t be able to properly motivate our sales force or other associates; the possibility that we won’t be able to achieve cost reductions and avoid unanticipated costs; the
possibility that we won’t be able to continue to receive credit upon satisfactory terms and conditions; the possibility that competent, competitive products, technologies or services will be introduced into the marketplace by other companies; the possibility that we may be subjected to pricing pressure due to market conditions and/or competitive products and services; the possibility that there will be changes in consumer or business information industries and markets that negatively impact the Company; the possibility that changes in accounting pronouncements may occur and may impact these projections; the possibility that we won’t be able to protect proprietary information and technology or to obtain necessary licenses on commercially reasonable terms; the possibility that we may encounter difficulties when entering new markets or industries; the possibility that there will be changes in the legislative, accounting, regulatory and consumer environments affecting our business, including but not limited to litigation, legislation, regulations and customs relating to our ability to collect, manage, aggregate and use data; the possibility that data suppliers might withdraw data from us, leading to our inability to provide certain products and services; the possibility that we may enter into short-term contracts which would affect the predictability of our revenues; the possibility that the amount of ad hoc, volume-based and project work will not be as expected; the possibility that we may experience a loss of data center capacity or interruption of telecommunication links or power sources; the possibility that we may experience failures or breaches of our network and data security systems, leading to potential adverse publicity, negative customer reaction, or liability to third parties; the possibility that postal rates may increase, thereby leading to reduced volumes of business; the possibility that our clients may cancel or modify their agreements with us; the possibility that we will not successfully complete customer contract requirements on time or meet the service levels specified in the contracts, which may result in contract penalties or lost revenue; the possibility that we experience processing errors which result in credits to customers, re-performance of services or payment of damages to customers; the possibility that the services of the United States Postal Service, their global counterparts and other delivery systems may be disrupted; the possibility that our increased financial leverage could render us more vulnerable during an economic downturn; and the possibility that we may be affected by other competitive factors.
With respect to the Financial Road Map, all of the above factors apply, along with the following which were assumptions made in creating the Financial Road Map: that the U.S. and global economies will continue to improve at a moderate pace; that global growth will continue to be strong and that globalization trends will continue to grow at an increasing pace; that Acxiom’s computer and communications related expenses will continue to fall as a percentage of revenue; that the Customer Information Infrastructure (CII) grid-based environment Acxiom will continue to be implemented successfully over the next 3-4 years and that the new CII infrastructure will continue to provide increasing operational efficiencies; that the acquisitions of companies operating primarily outside of the United States will be successfully integrated and that significant efficiencies will be realized from this integration; relating to operating cash flow and free cash flow, that sufficient operating and capital lease arrangements will continue to be available to the Company to provide for the financing of most of its computer equipment and that software suppliers will continue to provide financing arrangements for most of the software purchases; relating to revolving credit line balance, that free cash flow will meet expectations and that the Company will use free cash flow to pay down bank debt, buy back stock and fund dividends; relating to annual dividends, that the Board of Directors will continue to approve quarterly dividends and will vote to increase dividends over time; relating to diluted shares, that the Company will meet its cash flow expectations and that potential dilution created through the issuance of stock options and warrants may be mitigated by continued stock repurchases. With respect to the provision of products or services outside our primary base of operations in the United States, all of the above factors apply, along with the difficulty of doing business in
numerous sovereign jurisdictions due to differences in scale, competition, culture, laws and regulations.
Other factors are detailed from time to time in our periodic reports and registration statements filed with the United States Securities and Exchange Commission. We believe that we have the product and technology offerings, facilities, associates and competitive and financial resources for continued business success, but future revenues, costs, margins and profits are all influenced by a number of factors, including those discussed above, all of which are inherently difficult to forecast.
We undertake no obligation to update the information contained in this press release, including the Financial Road Map or any other forward-looking statement.
Acxiom is a registered trademark of Acxiom Corporation.