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Mail Stop 4561
July 5, 2006
VA Partners, LLC
c/o Allison Bennington
435 Pacific Avenue, Fourth Floor
San Francisco, CA 94133
Re: Acxiom Corporation
Additional Soliciting Material filed on Schedule 14A
Filed June 23, 2006 by VA Partners, LLC
File No. 0-13163
Dear Ms. Bennington:
We have reviewed the above referenced filing and have the
following
comments.
1. We note that you desire to address the board and all
shareholders
in a public forum so that Acxiom cannot "continue to misrepresent"
your communications, actions, and record of success. We remind
you
that support for each statement or assertion of opinion or belief
must be self-evident, disclosed in the additional definitive
material, or provided to the staff on a supplemental basis.
Accordingly, supplementally provide specific support of where and
how
Acxiom has misrepresented the aforesaid and clarify your reference
to
your "record of success" or otherwise revise your disclosure. In
addition, your disclosure implies that the board could be engaging
in
actions that might be deemed a breach of fiduciary duty. Please
avoid statements that directly or indirectly impugn the character,
integrity, or personal reputation or make charges of illegal or
immoral conduct without specific factual foundation. In this
regard,
it does not appear that your disclosure following the fourth
bullet
point on page 3 provides sufficient factual support for your
statement. Refer to Rule 14a-9 under the Exchange Act.
2. We note your statement that you believe the board would be
better
served if it contained individuals "whose equity stakes"
outweighed
"their interest in fees, consulting arrangements, and other perks
that they receive as members of the board." We remind you that
each
statement or assertion of opinion or belief made in your
additional
soliciting material must be characterized as such and be supported
by
a reasonable basis that is self-evident or is disclosed in the
additional material. Also, absent clear support for your
assertions,
you should avoid statements that impugn the character, integrity
or
reputation of Acxiom and its board. See Note (b) to Rule 14a-9.
Please provide support your assertions or otherwise revise.
3. Please see the immediately preceding comment. We note your
statement that the "company`s chronic overstatement of its free
cash
flows continues as you ignore sizeable equipment and software
purchases made via leases or installment arrangements." This
disclosure implies that Acxiom condones the use of improper
accounting policies. Please avoid statements that directly or
indirectly impugn the character, integrity, or personal reputation
or
make charges of illegal or immoral conduct without specific
factual
foundation. In this regard, it does not appear that your
disclosure
following the fourth bullet point on page 3 provides sufficient
factual support for your statement. Refer to Rule 14a-9 under the
Exchange Act.
4. Please provide a basis for your statement that Acxiom board
members do not share the "perspective" of a shareholder and that,
if
they did, they might be able to "understand" that Acxiom`s
"promise
to drive shareholder value rings hollow . . . ."
5. Please provide specific factual support for your statement
regarding "paltry internal growth" of the Acxiom`s core services
and
data business or revise your filings to clarify.
6. We note the statement indicating that you "want the board to
focus
on the profitability and free cash flow gap that exists between
Acxiom and its peers" and that you also "want the board to focus
on
closing this gap, rather than on short-term earning performance
against the consensus expectations that you have fed to analysts."
First, elaborate on and support the "consensus expectations" that
Acxiom has "fed" to analysts and provide specific support for each
"expectation" that has been provided. Second, to the extent that
ValueAct Capital believes its nominees will be "able to intensify
the
board`s focus on issues that drive value," your future filings
should
provide specific examples of how your nominees will attempt to
effect
change regarding "issues that drive value." Also, your future
filings should clearly disclose that no assurance can be given
that
the election of your nominees will result in any increase in value
of
the company.
7. We note your statement that you want to see a board that is
focused on the results of the business and a board that
"understands
the necessary distinction between personal and business
activities."
Please provide specific factual support for the implication that
the
board fails to understand the "distinction between personal and
business activities" or revise your disclosure.
8. We note your statements that you have learned that Acxiom "has
been inviting investors to fly to Little Rock at the company`s
expense . . . in order to solicit their votes for the management
proxy slate" and that Acxiom is misusing shareholder and company
resources. Please advise us of the basis for your belief that
Acxiom
is inviting shareholders to Little Rock in order to curry favor
with
them regarding the upcoming proxy vote. As for your allegation
regarding corporate misuse of funds, we again advise you to avoid
statements that directly or indirectly impugn the character,
integrity, or personal reputation or make charges of illegal or
immoral conduct without factual foundation. In this regard, the
factual foundation for such assertions must be reasonable and
should
not be based on speculation or circumstantial evidence. Also, all
future assertions should be adequately supported and should
accurately portray the factual support you provide. Please
confirm
your understanding. Refer to Rule 14a-9 under the Exchange Act.
* * * *
As appropriate, please amend your Schedule 14A in response
to
these comments. You may wish to provide us with marked copies of
the
amendment, if required, to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information. Detailed cover
letters greatly facilitate our review.
Please file your cover letter on EDGAR. Please understand
that
we may have additional comments after reviewing your amendment and
responses to our comments.
You may contact Jay Ingram at (202) 551-3397, Jeffrey
Werbitt
at (202) 551-3456, or Celeste Murphy, Special Counsel, Office of
Mergers and Acquisitions, at (202) 551-3264 with any questions.
If
you need additional assistance, please contact me at (202) 551-
3730.
Sincerely,
Barbara C. Jacobs
Assistant Director
cc: Via Facsimile
Christopher Karras, Esq.
Facsimile: (215) 655-2412
Allison Bennington
VA Partners, LLC
July 5, 2006
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0303
DIVISION OF
CORPORATION FINANCE