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U.S.
Securities and Exchange Commission
Washington,
DC 20549
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Notice
of Exempt Solicitation
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1.
Name of the Registrant:
infoUSA
Inc.
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2.
Name of person relying on exemption:
Dolphin
Limited Partnership I, L.P.
Dolphin
Financial Partners, L.L.C.
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3.
Address of person relying on exemption:
Ninety-Six
Cummings Point Road
Stamford,
Ct 06902
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4.
Written materials. Attach written material required to be submitted
pursuant to Rule
14a-6(g)(1).
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At
the 2006 Annual Shareholder Meeting over 90% of unaffiliated shareholders
voting told Mr. Vinod Gupta, infoUSA’s
Chairman, CEO and 41% shareholder, to go!1
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The
three leading independent proxy governance advisory services recommended
that infoUSA
shareholders vote for Dolphin’s independent slate. One service stated,
“there is evidence that Mr. Vinod Gupta has abused his
position.”2.
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“infoUSA’s
nominees have the right experience and knowledge to enhance
value
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for
all shareholders.”
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“infoUSA’s
Board and management have a strategic growth plan to enhance
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value
for all infoUSA
shareholders.”
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“The
infoUSA
strategic growth plan is working and should not be derailed.”
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infoUSA’s
one-year shareholder return (inclusive of dividends) is negative
12.3%. The 10-year compounded
annual return is an anemic 0.7%.
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Nasdaq
Composite Index
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+10.8
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%
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+35.9
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%
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+112.1
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%
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||||
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S&P
Data Proc. & Outsourcing Index
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+12.4
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%
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+31.2
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%
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—b
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Traditional
Peer Group
c
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(0.5
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%)
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+28.7
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%
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+162.2
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%
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infoUSA
Inc.
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(12.3
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%)
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+10.7
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%
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+7.2
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%
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a
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All
returns include reinvested dividends, are compounded annually and
closing
prices are as of April 27, 2007.
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| b |
Data
series commenced in 2003.
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c
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ChoicePoint
and Dun & Bradstreet. ChoicePoint was spun off from Equifax and began
trading on August 8, 1997, a few months short of 10-years. It opened
trading at $8.9375 on that day. Utilizing this price for the 10-year
period’s beginning, ChoicePoint’s 10-year cumulative return would be
approximately +325%. Dun & Bradstreet was spun off from Moody’s Corp.,
effective October 1, 2000. It began trading when-distributed at $17
on
September 18, 2000. Utilizing this price, Dun & Bradstreet’s
cumulative return for that period is approximately
+436%.
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infoUSA’s
shares now trade at 6.1x’s 2007 TEV/EBITDA,4
while its Traditional Peer Group trades at an average of
9.6x’s.5
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Earnings
conference calls were moved to Friday
nights.
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Two
analysts dropped coverage.6
On July 18, 2006, Credit Suisse First Boston dropped coverage and,
on
August 9, 2006, JMP Securities dropped
coverage.
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| l |
There
is no evidence that
infoUSA’s
Board, with 15 director departures in the last decade, has either
fully
investigated or recovered funds from sizable related party transactions
involving Mr. Vinod Gupta and his affiliates, which include planes,
a
skybox, the “American Princess” 80-foot yacht, luxury vehicles, personal
residences and a catamaran. Instead, the Company has spent more of
your
money to acquire these assets, so that even less disclosure is now
available to shareholders on their personal use at shareholder
expense.7,8
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Mr.
Bill L. Fairfield,
former chairman of an infoUSA
subsidiary, is a member of the Company’s audit committee and was appointed
lead independent director on July 21, 2006. His only visible act
was
executing an extension to July 21, 2007 of Mr. Vinod Gupta’s Standstill
Agreement rather
than simply eliminating his exemption from the Company’s rights plan and
extending the plan which now expires on that date.8,
9 infoUSA
Form 8-K, filed July 25, 2006.
Mr. Vinod Gupta will then be free to increase his holdings and continue
his apparent creeping takeover.
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Mr.
Anshoo S. Gupta
is
a member of the Company’s audit and compensation committees, which are
required to provide financial and compensation oversight yet have
failed
to investigate or
recover funds from sizable related party transactions
involving Mr. Vinod Gupta and his affiliates since at least
1998.7,8
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Mr.
Elliot E. Kaplan,
a
named Senior Partner of the Company’s outside law firm that has received
millions in fees from infoUSA, voted
in September 2005 to
disband the special
committee
formed to explore value enhancing transactions for you after the
committee
rejected Mr. Vinod Gupta’s undervalued and opportunistic bid for the
Company in June 2005.7,8
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