kl05104.htm
|
U.S.
Securities and Exchange Commission
Washington,
DC 20549
|
|
Notice
of Exempt
Solicitation
|
|
1.
Name of the Registrant:
infoUSA
Inc.
|
|
2.
Name of person relying on exemption:
Dolphin
Limited Partnership I, L.P.
Dolphin
Financial Partners, L.L.C.
|
|
3.
Address of person relying on exemption:
Ninety-Six
Cummings Point Road
Stamford,
Ct 06902
|
|
4.
Written materials. Attach written material required to be submitted
pursuant to Rule
14a-6(g)(1).
|
Contact: Arthur
B. Crozier
Innisfree
M&A Incorporated
(212)
750-5833
DOLPHIN
SAYS GLASS LEWIS REPORT RECOMMENDS THAT infoUSA
SHAREHOLDERS
WITHHOLD VOTES FROM THE ELECTION OF
INCUMBENT
DIRECTOR ELLIOTT KAPLAN
Leading
Proxy Advisory Firm Recommends Removal of Special Exemption
in
Company’s
Poison Pill “to protect minority shareholders from a creeping
control
attempt
by Mr. [Vinod] Gupta”
STAMFORD,
CONNECTICUT, May 31, 2007 – Dolphin Limited Partnership I, L.P. and Dolphin
Financial Partners, L.L.C., long-term holders with 2.0 million shares (3.6%)
of
infoUSA (NASDAQ Symbol: IUSA), today announced that Glass Lewis & Co., one
of the world’s leading proxy advisory firms, recommends that infoUSA
shareholders WITHHOLD votes from Mr. Elliott Kaplan, an incumbent director
up
for election at infoUSA’s June 7, 2007 Annual Meeting.
Glass
Lewis also states its support for renewal of the Company’s current shareholder
rights plan, also known as a poison pill, “to protect minority shareholders from
a creeping control attempt by Mr. [Vinod] Gupta.” Glass Lewis also
recommends the removal of the shareholder rights plan’s exclusive exemption for
Mr. Vinod Gupta, Chairman and CEO of infoUSA, who, with his affiliates,
owns approximately 43% of infoUSA’s stock.
Among
the
points made in the Glass Lewis report are the following:
Withhold
votes for nominee Elliot Kaplan because he is a partner in a law firm which
received $1,092,221 from infoUSA for legal
services.
“We
view such relationships as potentially creating conflicts for directors, as
they
may be forced to weigh their own interests in relation to shareholder interests
when making board decisions. In addition, the Company’s decision
regarding where to turn for the best professional services may be compromised
when doing business with the law firm of one of the Company’s
directors.”
Elliott
Kaplan is responsible for voting to disband the special committee formed to
protect shareholders.
“Furthermore,
we believe Mr. Kaplan should be held responsible for voting to disband the
special committee, in September 2005, formed to explore
value-enhancing
transactions
after the committee rejected Mr. [Vinod] Gupta’s undervalued and opportunistic
bid for the Company in June 2005. In situations like that of the
Company’s, we believe that special independent committees are often in the best
interests of shareholders to ensure that the board is acting to protect the
Company’s owners rather than its management.”
The
Company’s current shareholder rights plan, also known as a poison pill, should
be extended and the exclusive exemption for Vinod Gupta should be
removed.
“While
we typically do not believe poison pills are in the best interests of
shareholders, in this case, we agree that the current poison pill, while flawed
given its exemption for Mr. [Vinod] Gupta, may be necessary in order to protect
minority shareholders from a creeping control attempt by Mr. [Vinod]
Gupta.”
Dolphin
urges all infoUSA shareholders to WITHHOLD votes from all of
management's Director nominees and vote AGAINST the 2007 Omnibus Incentive
Plan.
###