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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): January 29, 2002
ACXIOM CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware 0-13163 71-0581897
(State of Incorporation) (Commission File Number) (IRS Employer
Identification No.)
P.O. BOX 8180, 1 INFORMATION WAY, LITTLE ROCK, ARKANSAS 72203-8180
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (501) 342-1000
NOT APPLICABLE
(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. Other Events and Regulation FD Disclosure.
Pursuant to Rule 135c of the Securities Act of 1933, as amended, Acxiom
Corporation hereby files its News Release dated January 29, 2002, announcing its
intent to offer approximately $150 million in convertible subordinated notes,
attached as Exhibit 99.
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
99 Text of the Press Release.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Acxiom Corporation
Date: January 29, 2002 By:__________________________________
Catherine L. Hughes
Secretary and Corporate Counsel
Exhibit 99
For more information, contact
Robert S. Bloom
Financial Relations Leader
Acxiom Corporation
(501) 342-1321
ACXIOM® ANNOUNCES INTENTION TO OFFER APPROXIMATELY
$150 MILLION CONVERTIBLE SUBORDINATED NOTES
Little Rock, Arkansas (January 29, 2002) - Acxiom® Corporation (NASDAQ:
ACXM) announced today that it intends to offer, subject to market conditions,
approximately $150 million of convertible subordinated notes due 2009 ($165
million if an option for an additional $15 million is exercised in full) to
qualified institutional buyers under Rule 144A. The notes will be convertible
into Acxiom common stock at the option of the holder at a price to be
determined. The notes are redeemable at Acxiom's option beginning in 2005 and
investors have a put option available in 2007.
The Company intends to use the net proceeds from the offering to repay
existing indebtedness, including the redemption of its outstanding $115 million
convertible subordinated notes due 2003 and the repayment of its $25.7 million
senior notes due 2007. The purpose of the offering is to improve the company's
capital structure by replacing near-term obligations with long-term obligations.
The offering also allows the Company to replace higher cost debt with lower cost
debt. Simultaneously with the offering, the Company intends to amend and restate
its $265 million revolving credit facility to a $175 million credit facility and
extend the maturity of the facility from December 2002 to January 2005.
The notes, and the common stock issuable upon conversion of the notes, have
not been registered under the Securities Act of 1933, or any state securities
laws, and may not be offered or sold in the United States except pursuant to an
effective registration statement or an exemption from the registration
requirements of the Securities Act of 1933 and applicable state securities laws.
This news release shall not constitute an offer to sell or a solicitation
of an offer to buy, nor shall there be any sale of these securities in any state
or jurisdiction in which such an offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities law of any such
state or jurisdiction.
This press release contains forward-looking statements that are subject to
certain risks and uncertainties that could cause actual results to differ
materially. Such statements include statements relating to Acxiom's intention to
sell the convertible notes and use the proceeds to reduce indebtedness. Among
the factors that may cause actual results to differ from those expressed in, or
implied by the statements include: risks associated with the continued
availability and costs of financing; the ability to successfully market and sell
the convertible notes and general economic conditions. Acxiom undertakes no
obligation to publicly update any forward-looking statements, whether as a
result of new information, future events or otherwise.
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