kl05105.htm
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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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Contact: Arthur
B. Crozier
Innisfree
M&A Incorporated
(212)
750-5833
DOLPHIN
SENDS LETTER TO infoUSA BOARD REQUESTING ANSWERS
TO
SERIOUS
QUESTIONS NUMBER 3 AND 4
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 sent the following letter to Mr.
Vinod Gupta and the infoUSA Board of Directors.
Dear
Mr.
Vinod Gupta and other infoUSA Board members,
In
addition to Questions number 1 and 2, which remain unanswered, the shareholders
of infoUSA need meaningful answers to the following serious questions
regarding their investment in infoUSA in connection with the rapidly
approaching June 7, 2007 Annual Meeting.
To
date,
you have refused to sufficiently respond to the fundamental questions the
investment community has posed. Once again, we are providing you with
another opportunity to do so in advance of next week’s Annual
Meeting.
Question
#3: To Mr. Vinod Gupta and the other
infoUSA Board
members: At last year’s Annual Meeting, over 90% of the
unaffiliated shareholders of infoUSA sent a clear mandate for
reform. To date, the Company and the infoUSA Board have
failed act on this mandate. The Board’s failure of accountability to
the infoUSA shareholders has not been ignored by the investment
community.
As
recently stated by the Director and head of M&A Research at Institutional
Shareholder Services (ISS), the world’s leading independent proxy voting
advisory service, “In my experience, this company has been the least
accountable to shareholders from the ones I've reviewed at ISS…Nothing
seems to have changed in the governance profile.”1
Why
do the infoUSA Board members feel that they do not need to be
accountable to ALL infoUSA shareholders?
Question
#4: To the members of the infoUSA
Compensation Committee: Over the past three years, 100% of
option grants have gone to Mr. Vinod Gupta, contributing to his current
ownership of 41% of infoUSA.
The
investment community has expressed serious concern that the Company’s 2007
Omnibus Incentive Plan, which is subject to shareholder approval at next week’s
Annual Meeting, will further expand his ownership in infoUSA – further
diluting all other shareholders and bringing Mr. Vinod Gupta even closer to
absolute control. According to ISS, you told them that
Mr.
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1
Quoted in,
“ISS Blasts infoUSA,” The Daily Deal, May 30,
2007.
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Vinod
Gupta would not be eligible for any form of equity compensation2, but
you have
not committed to that in your proxy statement for the Annual Meeting or anywhere
else.
Will
Mr. Vinod Gupta, in fact, be excluded from awards under the 2007 Omnibus
Incentive Plan or any other equity compensation plans? If he is
excluded, why have you not made a public commitment?
We
await
your meaningful response to Questions 1, 2, 3 and 4 – and on behalf of the
interests of all shareholders, will put forth additional questions to you in
the
days leading up to the June 7th Annual
Meeting.
Very
truly yours,
/s/ Donald
T.
Netter
Donald
T.
Netter
Senior
Managing Director
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2
ISS
Recommendation, May 25, 2007.
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