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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 31, 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 31, 2002, announcing the
pricing of its convertible subordinated notes and announcing an increase in the
amount of the convertible subordinated notes offering, 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: February 1, 2002 ___________________________________
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 Agreement to Sell $160 Million of
Convertible Subordinated Notes
LITTLE ROCK, Ark.--January 31, 2002--Acxiom® Corporation (Nasdaq: ACXM)
announced today that it has entered into a purchase agreement for the sale of
$160 million of 3.75% Convertible Subordinated Notes due 2009. The size of the
transaction was increased from the previously announced principal amount of
approximately $150 million. The initial purchasers have an option to purchase up
to an additional $15 million of notes to cover over-allotments.
The notes will be issued at 100% of the principal amount. The offering is being
made to qualified institutional buyers pursuant to Rule 144A of the Securities
Act of 1933 and is expected to close on February 6, 2002. The notes, due
February 2009, are convertible into shares of Acxiom common stock at the option
of the holder at a conversion price of $18.25. The notes accrue interest that
will be payable semiannually. 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 5.25%
convertible subordinated notes due 2003 and the repayment of its $25.7 million
6.92% 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 closing of 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 plans to
close the offering of convertible notes and the terms of the notes. Among the
factors that may cause actual results to differ from those expressed in, or
implied by the statements include: risks associated with the satisfaction of
conditions to the closing of the offering that are customary for a transaction
of this type, including the absence of an announcement by a ratings agency of a
downgrade or intention to downgrade with respect to Acxiom, the absence of any
material adverse change in the business of Acxiom, and the absence of a
suspension or material limitation on the trading of Acxiom's common stock on the
Nasdaq. 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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