=============================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 10)*
Acxiom Corporation
------------------------------------------------
(Name of Issuer)
Common Stock, Par Value $0.10 per share
------------------------------------------------
(Title of Class of Securities)
005125109
------------------------------------------------
(CUSIP Number)
Allison Bennington
ValueAct Capital
435 Pacific Avenue, Fourth Floor
San Francisco, CA 94133
(415) 362-3700
------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
With a Copy to:
Christopher G. Karras, Esq.
Dechert LLP
Cira Centre
2929 Arch Street
Philadelphia, Pennsylvania 19104-2808
Ph. (215) 994-4000
March 31, 2006
------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 240.13d-1(b)(e), 240.13d-1(f) or
240.13d-1(g) check the following box [ ].
NOTE: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 240.13d-7(b)
for other parties to whom copies are to be sent
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
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SCHEDULE 13D
-------------------------- -------------------------
CUSIP NO. 005125109 Page 2 of 31
-----------------------------------------------------------------------------
1. NAME OF REPORTING PERSON/S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON (entities only)
ValueAct Capital Master Fund, L.P.
-----------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
-----------------------------------------------------------------------------
3. SEC USE ONLY
-----------------------------------------------------------------------------
4. SOURCE OF FUNDS*
WC*
-----------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
-----------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
-----------------------------------------------------------------------------
7. SOLE VOTING POWER
0
NUMBER OF ----------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 10,325,355**
OWNED BY EACH ----------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER
0
----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
10,165,355**
-----------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,325,355**
-----------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
-----------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.9%
-----------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
PN
-----------------------------------------------------------------------------
*See Item 3
**See Items 2 and 5
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
SCHEDULE 13D
-------------------------- -------------------------
CUSIP NO. 005125109 Page 3 of 31
-----------------------------------------------------------------------------
1. NAME OF REPORTING PERSON/S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON (entities only)
ValueAct Capital Partners Co-Investors, L.P.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
-----------------------------------------------------------------------------
3. SEC USE ONLY
-----------------------------------------------------------------------------
4. SOURCE OF FUNDS*
00*
-----------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
-----------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
-----------------------------------------------------------------------------
7. SOLE VOTING POWER
0
NUMBER OF ----------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 0**
OWNED BY EACH ----------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER
0
----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
0**
-----------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0**
-----------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
-----------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
-----------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
PN
-----------------------------------------------------------------------------
*See Item 3
**See Items 2 and 5
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
SCHEDULE 13D
-------------------------- -------------------------
CUSIP NO. 005125109 Page 4 of 31
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1. NAME OF REPORTING PERSON/S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON (entities only)
VA Partners, LLC
-----------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
-----------------------------------------------------------------------------
3. SEC USE ONLY
-----------------------------------------------------------------------------
4. SOURCE OF FUNDS*
00*
-----------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
-----------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
-----------------------------------------------------------------------------
7. SOLE VOTING POWER
0
NUMBER OF ----------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 10,325,355**
OWNED BY EACH ----------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER
0
----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
10,165,355**
-----------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,325,355**
-----------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
-----------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.9%
-----------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
OO (LLC)
-----------------------------------------------------------------------------
*See Item 3
**See Items 2 and 5
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
SCHEDULE 13D
-------------------------- -------------------------
CUSIP NO. 005125109 Page 5 of 31
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1. NAME OF REPORTING PERSON/S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON (entities only)
ValueAct Capital Management, L.P.
-----------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
-----------------------------------------------------------------------------
3. SEC USE ONLY
-----------------------------------------------------------------------------
4. SOURCE OF FUNDS*
OO*
-----------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
-----------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
-----------------------------------------------------------------------------
7. SOLE VOTING POWER
0
NUMBER OF ----------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 10,325,355**
OWNED BY EACH ----------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER
0
----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
10,165,355**
-----------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,325,355**
-----------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
-----------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.9%
-----------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
PN
-----------------------------------------------------------------------------
*See Item 3
**See Items 2 and 5
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
SCHEDULE 13D
-------------------------- -------------------------
CUSIP NO. 005125109 Page 6 of 31
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1. NAME OF REPORTING PERSON/S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON (entities only)
ValueAct Capital Management, LLC
-----------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
-----------------------------------------------------------------------------
3. SEC USE ONLY
-----------------------------------------------------------------------------
4. SOURCE OF FUNDS*
OO*
-----------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
-----------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
-----------------------------------------------------------------------------
7. SOLE VOTING POWER
0
NUMBER OF ----------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 10,325,355**
OWNED BY EACH ----------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER
0
----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
10,165,355**
-----------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,325,355**
-----------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
-----------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.9%
-----------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
OO (LLC)
-----------------------------------------------------------------------------
*See Item 3
**See Items 2 and 5
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
SCHEDULE 13D
-------------------------- -------------------------
CUSIP NO. 005125109 Page 7 of 31
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1. NAME OF REPORTING PERSON/S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON (entities only)
Jeffrey W. Ubben
---------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
-----------------------------------------------------------------------------
3. SEC USE ONLY
---------------------------------------------------------------------------
4. SOURCE OF FUNDS*
OO*
-----------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
-----------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
-----------------------------------------------------------------------------
7. SOLE VOTING POWER
0
NUMBER OF ----------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 10,325,355**
OWNED BY EACH ----------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER
0
----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
10,165,355**
-----------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,325,355**
-----------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
-----------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.9%
-----------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IN
-----------------------------------------------------------------------------
*See Item 3
**See Items 2 and 5
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
SCHEDULE 13D
-------------------------- -------------------------
CUSIP NO. 005125109 Page 8 of 31
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1. NAME OF REPORTING PERSON/S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON (entities only)
George F. Hamel, Jr.
---------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
-----------------------------------------------------------------------------
3. SEC USE ONLY
-----------------------------------------------------------------------------
4. SOURCE OF FUNDS*
OO*
-----------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
-----------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
-----------------------------------------------------------------------------
7. SOLE VOTING POWER
0
NUMBER OF ----------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 10,325,355**
OWNED BY EACH ----------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER
0
----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
10,165,355**
-----------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,325,355**
-----------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
-----------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.9%
-----------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IN
-----------------------------------------------------------------------------
*See Item 3
**See Items 2 and 5
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
SCHEDULE 13D
-------------------------- -------------------------
CUSIP NO. 005125109 Page 9 of 31
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1. NAME OF REPORTING PERSON/S.S. OR I.R.S. INDENTIFICATION NO. OF ABOVE
PERSON (entities only)
Peter H. Kamin
-----------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
---------------------------------------------------------------------------
3. SEC USE ONLY
-----------------------------------------------------------------------------
4. SOURCE OF FUNDS*
OO*
-----------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
-----------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
-----------------------------------------------------------------------------
7. SOLE VOTING POWER
0
NUMBER OF ----------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 10,325,355**
OWNED BY EACH ----------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER
0
----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
10,165,355**
-----------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,325,355**
-----------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
-----------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.9%
-----------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IN
-----------------------------------------------------------------------------
*See Item 3
**See Items 2 and 5
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
SCHEDULE 13D
-------------------------- -------------------------
CUSIP NO. 005125109 Page 10 of 31
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1. NAME OF REPORTING PERSON/S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON (entities only)
Louis J. Andreozzi
-----------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
-----------------------------------------------------------------------------
3. SEC USE ONLY
-----------------------------------------------------------------------------
4. SOURCE OF FUNDS*
OO*
-----------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
-----------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
-----------------------------------------------------------------------------
7. SOLE VOTING POWER
0
NUMBER OF ----------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 10,325,355**
OWNED BY EACH ----------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER
160,000**
----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
10,165,355**
-----------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,325,355**
-----------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
-----------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.9%
-----------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IN
-----------------------------------------------------------------------------
*See Item 3
**See Items 2 and 5
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
SCHEDULE 13D
-------------------------- -------------------------
CUSIP NO. 005125109 Page 11 of 31
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1. NAME OF REPORTING PERSON/S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON (entities only)
J. Michael Lawrie
-----------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
-----------------------------------------------------------------------------
3. SEC USE ONLY
-----------------------------------------------------------------------------
4. SOURCE OF FUNDS*
OO*
-----------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
-----------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
-----------------------------------------------------------------------------
7. SOLE VOTING POWER
0
NUMBER OF ----------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 10,325,355**
OWNED BY EACH ----------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER
0
----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
10,165,355**
-----------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,325,355**
-----------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
-----------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.9%
-----------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IN
-----------------------------------------------------------------------------
*See Item 3
**See Items 2 and 5
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
THE PURPOSE OF THIS AMENDMENT NO. 10 IS TO AMEND THE OWNERSHIP REPORTS
OF THE REPORTING PERSONS AND THE PURPOSE OF TRANSACTION SECTION. THE
INFORMATION BELOW SUPPLEMENTS THE INFORMATION PREVIOUSLY PROVIDED.
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to the common stock, $0.10 par value per
share(the "Common Stock"), of Acxiom Corporation, a Delaware corporation
(the "Issuer"). The address of the principal executive offices of the
Issuer is P.O. Box 8180, 1 Information Way, Little Rock, Arkansas 72203.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is filed jointly by (a) ValueAct Capital Master Fund, L.P.
("ValueAct Master Fund"), (b) ValueAct Capital Partners Co-Investors,
L.P. ("ValueAct Co-Investors"), (c) VA Partners, LLC ("VA Partners"), (d)
ValueAct Capital Management, L.P. ("ValueAct Management L.P."), (e)
ValueAct Capital Management, LLC ("ValueAct Management LLC"), (f) Jeffrey
W. Ubben, (g) George F. Hamel, Jr., (h) Peter H. Kamin, (i) Louis J.
Andreozzi and (j) J. Michael Lawrie (collectively, the "Reporting
Persons").
ValueAct Co-Investors is a Delaware limited partnership. ValueAct Master
Fund is a limited partnership organized under the laws of the British
Virgin Islands. Each has a principal business address of 435 Pacific
Avenue, Fourth Floor, San Francisco, CA 94133.
VA Partners is a Delaware limited liability company, the principal
business of which is to serve as the General Partner to ValueAct Master
Fund and ValueAct Co-Investors. VA Partners has a principal business
address of 435 Pacific Avenue, Fourth Floor, San Francisco, CA 94133.
ValueAct Management L.P. is a Delaware limited partnership which renders
management services to ValueAct Master Fund and ValueAct Co-Investors.
ValueAct Management LLC is a Delaware limited liability company, the
principal business of which is to serve as the General Partner to
ValueAct Management L.P. Each has a principal business address of 435
Pacific Avenue, Fourth Floor, San Francisco, CA 94133.
(a), (b) and (c). Messrs. Ubben, Hamel and Kamin are each managing
members, principal owners and controlling persons of VA Partners and such
activities constitute their principal occupations. Such individuals are
sometimes collectively referred to herein as the "Managing Members" or
individually as a "Managing Member." Each Managing Member is a United
States citizen and has a principal business address of 435 Pacific
Avenue, Fourth Floor, San Francisco, CA 94133.
Mr. Andreozzi is the sole member of Andreozzi Consulting LLC, which
Provides consulting services to VA Partners, and such activities
constitute his principal occupation. Mr. Andreozzi is a United States
citizen and has a principal business address of P.O. Box 4539, Warren, NJ
07059.
Mr. Lawrie is a member of VA Partners and a limited partner of ValueAct
Management L.P. and such activities constitute his principal occupation.
Page 12 of 31
Mr. Lawrie is a United States citizen and has a principal business
address of 265 Franklin Street, Sixteenth Floor, Boston, MA 02110.
(d) and (e). None of the entities or persons identified in this Item 2
has during the past five years been convicted of any criminal proceeding
(excluding traffic violations or similar misdemeanors), nor been a party
to a civil proceeding of a judicial or administrative body of competent
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The source of funds used for the purchase of the Issuer's securities was
the working capital of ValueAct Master Fund. The aggregate funds used by
these Reporting Persons to make the purchases were $3,634,278.60.
ITEM 4. PURPOSE OF TRANSACTION.
On March 31, 2006, in accordance with Section 15 of Article II of the
Amended and Restated Bylaws of the Issuer, the Reporting Persons sent a
letter (the "Nomination Letter") to the Issuer to provide notice of its
intent to nominate Messrs. Ubben, Andreozzi and Lawrie (collectively, the
"Nominees") for election as directors at the Issuer's 2006 Annual Meeting
of Stockholders (the "Annual Meeting"). The Nomination Letter is attached
hereto as Exhibit B and is incorporated herein by reference.
The Reporting Persons intend to commence a proxy solicitation, in
opposition to the proxy solicitation expected to be conducted by the
Issuer's current management, for the purpose of electing the Nominees and
replacing the three current directors of the Company up for reelection at
the Annual Meeting.
The Reporting Persons reserve the right to formulate other plans and/or
make other proposals, and take such actions with respect to their
investment in the Issuer, including any or all of the actions set forth
in paragraphs (a) through (j) of Item 4 of Schedule 13D, or acquire
additional Common Stock or dispose of all the Common Stock beneficially
owned by them, in public market or privately negotiated transactions. The
Reporting Persons may at any time reconsider and change their plans or
proposals relating to the foregoing.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) and (b). Set forth below is the beneficial ownership of shares of
Common Stock of the Issuer for each person named in Item 2.
Shares reported as beneficially owned by ValueAct Master Fund and
ValueAct Co-Investors are also reported as beneficially owned by (i) VA
Partners, as General Partner of each such investment partnership,(ii)
ValueAct Management L.P. as the manager of each such investment
partnership, (iii) ValueAct Management LLC, as General Partner of
ValueAct Management L.P., (iv) the Managing Members as controlling
persons of VA Partners and ValueAct Management LLC, and (v) Messrs.
Andreozzi and Lawrie as Nominees. VA Partners, ValueAct Management LLC,
Page 13 of 31
the Managing Members and the other Nominees also, directly or indirectly,
may own interests in one or both of such partnerships from time to time.
Except as otherwise indicated below, by reason of such relationships,
each of the partnerships is reported as having shared power to vote or to
direct the vote, and shared power to dispose or direct the disposition
of, such shares of Common Stock with VA Partners, ValueAct Management
L.P., ValueAct Management LLC, the Managing Members and the other
Nominees.
As of the date hereof, ValueAct Master Fund is the beneficial owner of
10,325,355 shares of Common Stock, representing approximately 11.9% of
the Issuer's outstanding Common Stock. ValueAct Co-Investors is the
beneficial owner of 0 shares of Common Stock, representing approximately
0% of the Issuer's outstanding Common Stock.
VA Partners, ValueAct Management L.P., ValueAct Management LLC, the
Managing Members and the other Nominees may be deemed the beneficial
owner of an aggregate of 10,325,355 shares of Common Stock, representing
approximately 11.9% of the Issuer's outstanding Common Stock.
Pursuant to the Andreozzi Agreement, which is defined in and filed as
Exhibit C to Schedule 13D/A filed by the Reporting Persons on October 4,
2005, the option of Andreozzi Consulting, LLC ("Andreozzi LLC") to
purchase 160,000 shares (the "Option Shares") of the Issuer's Common
Stock owned by the Reporting Persons fully vested as of February 24,
2006, subject to the termination provisions of the Andreozzi Agreement.
As a result, Mr. Andreozzi, as the sole member of Andreozzi Consulting,
LLC, has sole dispositive power over the Option Shares. The Andreozzi
Agreement provides that in the event Mr. Andreozzi is not elected to the
Issuer's Board of Directors at the Annual Meeting, Andreozzi LLC will
vote any shares owned as a result of the exercise of the options as
directed in writing by ValueAct Management L.P. A copy of the Andreozzi
Agreement is attached as Exhibit C to Schedule 13D/A filed by the
Reporting Persons on October 4, 2005 and is incorporated herein by
reference.
All percentages set forth in this Schedule 13D are based upon the
Issuer's reported 86,720,394 outstanding shares of Common Stock reported
in the Issuer's Form 10-Q for the quarterly period ended December 3,
2005.
(c) On March 16, 2006, ValueAct Master Fund purchased the
following shares from ValueAct Co-Investors.
Reporting Person Transaction Date Quantity Price/Share
ValueAct Master Fund Buy 03/16/06 138,660 $26.21
ValueAct Co-Investors Sell 03/16/06 138,660 $26.21
Page 14 of 31
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Other than as previously disclosed, the Reporting Persons have no
understandings, arrangements, relationships or contracts relating to the
Common Stock which are required to be described hereunder.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
A) Joint Filing Agreement
B) Nomination Letter dated March 31, 2006
Page 15 of 31
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below on this Schedule 13D hereby constitutes and appoints
Jeffrey W. Ubben, George F. Hamel, Jr. and Peter H. Kamin, and each of
them, with full power to act without the other, his true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities (until revoked in writing) to sign any and all amendments to
this Schedule 13D, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and
every act and thing requisite and necessary fully to all intents and
purposes as he might or could do in person, thereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or
their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
ValueAct Capital Master Fund L.P., by
VA Partners, LLC, its General Partner
By: /s/ George F. Hamel, Jr.
--------------------------------------
Dated: April 3, 2006 George F. Hamel, Jr., Managing Member
ValueAct Capital Partners Co-Investors L.P.,
by VA Partners, LLC, its General Partner
By: /s/ George F. Hamel, Jr.
--------------------------------------
Dated: April 3, 2006 George F. Hamel, Jr., Managing Member
VA Partners, LLC
By: /s/ George F. Hamel, Jr.
--------------------------------------
Dated: April 3, 2006 George F. Hamel, Jr., Managing Member
ValueAct Capital Management L.P., by
ValueAct Capital Management LLC,
its General Partner
By: /s/ George F. Hamel, Jr.
--------------------------------------
Dated: April 3, 2006 George F. Hamel, Jr., Managing Member
Page 16 of 31
ValueAct Capital Management, LLC
By: /s/ George F. Hamel, Jr.
--------------------------------------
Dated: April 3, 2006 George F. Hamel, Jr., Managing Member
By: /s/ Jeffrey W. Ubben
--------------------------------------
Dated: April 3, 2006 Jeffrey W. Ubben, Managing Member
By: /s/ George F. Hamel, Jr.
--------------------------------------
Dated: April 3, 2006 George F. Hamel, Jr., Managing Member
By: /s/ Peter H. Kamin
--------------------------------------
Dated: April 3, 2006 Peter H. Kamin, Managing Member
By: /s/ Louis J. Andreozzi
--------------------------------------
Dated: April 3, 2006 Louis J. Andreozzi
By: /s/ J. Michael Lawrie
--------------------------------------
Dated: April 3, 2006 J. Michael Lawrie
Page 17 of 31
Exhibit A
JOINT FILING UNDERTAKING
The undersigned parties hereby agree that the Schedule 13D filed herewith
and any amendments thereto) relating to the Common Stock of Acxiom
Corporation is being filed jointly on behalf of each of them with the
Securities and Exchange Commission pursuant to Section 13(d) of the
Securities Exchange Act of 1934, as amended.
ValueAct Capital Master Fund L.P., by
VA Partners, LLC, its General Partner
By: /s/ George F. Hamel, Jr.
--------------------------------------
Dated: April 3, 2006 George F. Hamel, Jr., Managing Member
ValueAct Capital Partners Co-Investors L.P.,
by VA Partners, LLC, its General Partner
By: /s/ George F. Hamel, Jr.
--------------------------------------
Dated: April 3, 2006 George F. Hamel, Jr., Managing Member
VA Partners, LLC
By: /s/ George F. Hamel, Jr.
--------------------------------------
Dated: April 3, 2006 George F. Hamel, Jr., Managing Member
ValueAct Capital Management L.P., by
ValueAct Capital Management LLC,
its General Partner
By: /s/ George F. Hamel, Jr.
--------------------------------------
Dated: April 3, 2006 George F. Hamel, Jr., Managing Member
ValueAct Capital Management, LLC
By: /s/ George F. Hamel, Jr.
--------------------------------------
Dated: April 3, 2006 George F. Hamel, Jr., Managing Member
Page 18 of 31
By: /s/ Jeffrey W. Ubben
--------------------------------------
Dated: April 3, 2006 Jeffrey W. Ubben, Managing Member
By: /s/ George F. Hamel, Jr.
--------------------------------------
Dated: April 3, 2006 George F. Hamel, Jr., Managing Member
By: /s/ Peter H. Kamin
--------------------------------------
Dated: April 3, 2006 Peter H. Kamin, Managing Member
By: /s/ Louis J. Andreozzi
--------------------------------------
Dated: April 3, 2006 Louis J. Andreozzi
By: /s/ J. Michael Lawrie
--------------------------------------
Dated: April 3, 2006 J. Michael Lawrie
Page 19 of 31
Exhibit B
ValueAct Capital
March 31, 2006
CONFIDENTIAL - VIA FACSIMILE, FEDEX AND CERTIFIED MAIL
Secretary of Acxiom Corporation
Acxiom Corporation
1 Information Way
Little Rock, Arkansas 72202
Re: Notice of Director Nominations
Dear Madam:
Pursuant to Section 15 of Article II of the Amended and Restated Bylaws (the
"Bylaws") of Acxiom Corporation (the "Company"), ValueAct Capital Master Fund,
L.P. (the "Nominating Shareholder"), hereby gives notice of its intent to
nominate Jeffrey W. Ubben, Louis J. Andreozzi and J. Michael Lawrie (the
"Nominees") for election to the Board of Directors of the Company (the "Board")
at the 2006 Annual Meeting of the Stockholders of the Company (including any
adjournment or postponement thereof or any special meeting that may be called
in lieu thereof) (the "Annual Meeting").
The Bylaws require that the Nominating Shareholder provide the information set
forth in Subsections (a), (b), (c) and (d) of Section 15 of Article II thereof.
Such information is set forth in Annex A and Annex B attached hereto. For your
convenience, the text of each such Subsection is included in the annexes
attached hereto in boldface type and is followed by the applicable response.
The Nominating Shareholder reserves the right to nominate substitute or
additional persons in the event that (1) the Board is expanded beyond its
current size and/or (2) any of the current Nominees is unable for any reason
(including by reason of the taking or announcement of any action that has, or
if consummated would have, the effect of disqualifying any such Nominee) to
serve as a director.
The information included herein and in the annexes attached hereto represents
the Nominating Shareholder's best knowledge as of the date hereof. The
Nominating Shareholder reserves the right, in the event such information shall
be or becomes inaccurate, to provide corrective information to the Company as
soon as reasonably practicable, although the Nominating Shareholder does not
commit to update any information which may change from and after the date
hereof.
If this notice shall be deemed for any reason by a court of competent
jurisdiction to be ineffective with respect to the nomination of any Nominee
herein at the Annual Meeting, or if any individual Nominee shall be unable to
serve for any reason, this notice shall continue to be effective with respect
to the remaining Nominees and as to any replacement Nominees selected by the
Nominating Shareholder.
In addition, the Nominating Shareholder requests written notice as soon as
practicable of any alleged defects in this notice, including the annexes
hereto, and reserves the right, following receipt of such notice, to either
challenge, or attempt as soon as practicable to cure, such alleged defect.
Page 20 of 31
Should you have any questions regarding the information contained in this
notice, including the annexes hereto, please contact Allison Bennington, Esq.,
General Counsel of VA Partners, at (415) 362-3700.
Very truly yours,
VALUEACT CAPITAL MASTER FUND, L.P.
By: VA PARTNERS, LLC, its General Partner
By: /s/ George F. Hamel, Jr.
---------------------------------
Name: George F. Hamel, Jr.
Title: Managing Member
cc: Board of Directors, Acxiom Corporation
Chief Executive Officer, Acxiom Corporation
Page 21 of 31
ANNEX A
(a) As to each person whom the shareholder proposes to nominate for election
or reelection as a director:
(i) the name, age, business address, and residence address of such
person:
Name Age Business Address Residence Address
Jeffrey W. Ubben 44 435 Pacific Avenue, 4th 2500 Divisadero
Floor, San Francisco, Street, San Francisco
CA 94133 CA 94115
Louis J. Andreozzi 47 P.O. Box 4539 14 Kensington Court
Warren, NJ 07059 Warren, NJ 07059
J. Michael Lawrie 52 265 Franklin Street, 8 Country Club
16th Floor Drive
Boston, MA 02110 Richfield, CT 06877
(ii) the principal occupation or employment of such person:
Jeffrey W. Ubben is a co-founder of and a managing member, principal owner and
controlling person of ValueAct Capital, an investment partnership with
approximately $3.5 billion in assets under management. Prior to co-founding
ValueAct Capital in 2000, Mr. Ubben was a Managing Partner at BLUM Capital
Partners ("BLUM") for more than five years. During his tenure at BLUM, the
actively managed assets under management grew more than five-fold, to
approximately $1.8 billion. Previously, Mr. Ubben spent eight years at
Fidelity Management and Research where he managed two multi-billion-dollar
mutual funds, including the Fidelity Value Fund. Mr. Ubben currently serves as
a director of Gartner Group, Inc. (NYSE: IT), Mentor Corporation (NYSE: MNT)
and Per-Se Technologies, Inc. (NASDAQ: PSTI), and is a former chairman of the
board and director of Martha Stewart Living Omnimedia, Inc. (NYSE: MSO), and
former director of Insurance Auto Auctions, Inc. (NASDAQ: IAAI), and a former
director at several other public and private companies. He earned a B.A. from
Duke University and an M.B.A. from the J. L. Kellogg Graduate School of
Management at Northwestern University.
Louis J. Andreozzi is the sole member of Andreozzi Consulting LLC, which
provides consulting services to ValueAct Capital. From May 2000 to July 2005,
Mr. Andreozzi was President and Chief Executive Officer of the North American
Legal Markets unit of LexisNexis ("LexisNexis"), a division of Reed Elsevier
and a $1.2 billion information and technology company with more than 6,000
employees throughout the United States and Canada. From July 1996 to May 2000,
Mr. Andreozzi was President and Chief Executive Officer of Martindale-Hubbell
("Martindale"), a division of Reed Elsevier, as well as other divisions and
subsidiaries of Reed Elsevier, where he was responsible for the $330 million
portfolio of directory, technology and corporate service companies. Prior to
Martindale, Mr. Andreozzi was Vice President and General Counsel of LexisNexis
from November 1994 to July 1996, Vice President and General Counsel of Reed
Elsevier Medical and Science, a division of Reed Elsevier, from January 1991 to
November 1994 and Vice President and Deputy General Counsel of Elsevier US
Holdings, a division of Elsevier, from June 1985 to January 1991. Mr.
Andreozzi earned a B.A. from Rutgers University in 1981 and a Juris Doctor from
Seton Hall School of Law in 1984.
Page 22 of 31
J. Michael Lawrie is a partner at ValueAct Capital. From May 2004 until April
2005, Mr. Lawrie was the Chief Executive Officer of Siebel Systems Inc.
(NASDAQ: SEBL) ("Siebel"), a leader in customer relationship management
application software with $1.4 billion in revenue and more than 5,000
professionals operating in 31 countries. Prior to Siebel, Mr. Lawrie spent
more than 26 years in various positions for IBM (NYSE: IBM), most recently as
Senior Vice President and Group Executive where he was responsible for sales
and distribution of all IBM products and services world wide. Prior to serving
in that position at IBM, he was the General Manager for all operations in
Europe, the Middle East and Africa and was a member of IBM's World Wide
Operating Committee and Strategy Committee. Mr. Lawrie is a director of Symbol
Technologies, Inc. (NYSE: SBL), SSA Global Technologies (NASDAQ: SSAG) and Good
Technology, Inc. and is a National Trustee for the Ohio University Board of
Trustees. He earned a B.A. from Ohio University and an M.B.A. from Drexel
University.
(iii) the class and number of shares of the Corporation which are
beneficially owned by such person:
As of the date hereof, each of the Nominees is the beneficial owner of
10,325,355 shares of the Company's common stock, par value $.10 per share
("Common Stock").
(iv) any other information relating to such person that is required to
be disclosed in solicitations of proxies for election of directors, or is
otherwise required, in each case pursuant to Regulation 14A of the Securities
Exchange Act of 1934, as amended (including, without limitation, such person's
written consent to being named in the proxy statement as a nominee and to
serving as a director if elected):
Each of the Nominees has consented in writing to being named in the proxy
statement as a Nominee and to serving as a director if elected.
Information regarding all purchases and sales of securities of the Company
during the past two years by the Nominating Shareholder, each of the Nominees
and their affiliates (collectively, the "Participants") is set forth on
Annex B attached hereto.
Except as set forth in this notice, including the annexes hereto, to the best
knowledge of the Nominating Shareholder:
(i) during the past 10 years, no Nominee has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors);
(ii) no Nominee owns any securities of the Company which are
owned of record but not beneficially;
(iii) no part of the purchase price or market value of the
securities of the Company owned by any Nominee is represented by funds
borrowed or otherwise obtained for the purpose of acquiring or holding
such securities;
(iv) no Nominee is, or within the past year was, a party to any
contract, arrangements or understandings with any person with respect to any
securities of the Company, including, but not limited to, joint ventures, loan
or option arrangements, puts or calls, guarantees against loss or guarantees
of profit, division of losses or profits, or the giving or withholding
of proxies;
(v) no associate of any Nominee owns beneficially, directly or
indirectly, any securities of the Company;
(vi) no Nominee owns beneficially, directly or indirectly, any
securities of any parent or subsidiary of the Company;
(vii) no Nominee or, to the best of his knowledge, any of his
associates was a party to any transaction, or series of similar transactions,
since the beginning of the Company's last fiscal year, or is a party to any
currently proposed transaction, or series of similar transactions, to which the
Company or any of its subsidiaries was or is to be a party, in which the amount
involved exceeds $60,000;
(viii) no Nominee or any of his associates has any arrangement or
understanding with any person with respect to any future employment by the
Company or its affiliates, or with respect to any future transactions to which
the Company or any of its affiliates will or may be a party;
(ix) no person, including the Nominees, who is a party to an
arrangement or understanding pursuant to which the Nominees are proposed to be
elected has a substantial interest, direct or indirect, by security holdings or
otherwise in any matter to be acted on at the Annual Meeting, aside from such
persons interests as stockholders of the Company;
(x) no Nominee is a party adverse to the Company or any of its
subsidiaries or has a material interest adverse to the Company or any of its
subsidiaries in any material pending legal proceeding;
(xi) no Nominee is or has been during the Company's last fiscal year
indebted to the Company or any of its subsidiaries at any time since the
beginning of the Company's last fiscal year in an amount in excess of $60,000;
(xii) no Nominee has or has had during the Company's last fiscal
year any business relationship that is required to be disclosed pursuant to
Item 404(b) of Regulation S-K of the Securities Act of 1933, as amended; and
(xiii) no Nominee, at any time during the Company's last fiscal
year, has failed to file on a timely basis the reports required by Section
16(a) of the Securities Exchange Act of 1934, as amended.
(b) As to the shareholders giving the notice:
(i) the name and address, as they appear on the Corporation's books, of
such shareholder:
The shareholder providing this notice is ValueAct Capital Master Fund, L.P.
(the "Nominating Shareholder"). The address of the Nominating Shareholder as
it appears on the Company's books is Craigmuir Chambers PO Box 71, Road Town,
Tortola, British Virgin Islands.
(ii) the class and number of shares of the Corporation which are
beneficially owned by such shareholder:
As of the date hereof, the Nominating Shareholder is the beneficial owner of
10,325,355 shares of Common Stock.
(c) A representation that the shareholder is a holder of record of stock of the
Corporation entitled to vote at such meeting and intends to appear in person or
by proxy at the meeting to nominate the person or persons specified in
the notice:
The Nominating Shareholder represents that it is a shareholder of record of the
Company and is entitled to vote at the Annual Meeting and intends to appear in
person or by proxy at the Annual Meeting to nominate Messrs. Ubben, Andreozzi
and Lawrie for election to the Board.
(d) A description of all arrangements or understanding between the shareholder
and each nominee and any other person or persons (naming such person or
persons) pursuant to which the nomination or nominations are to be made by the
shareholders.
Page 24 of 31
The Nominating Shareholder has the following arrangements with the Nominees:
On September 21, 2005, ValueAct Capital Management, L.P. ("ValueAct Management
L.P.), an affiliate of the Nominating Shareholder, entered into a Consulting
Agreement (the "Andreozzi Agreement") with Andreozzi Consulting, LLC
("Andreozzi"), an affiliate of Mr. Andreozzi, which agreement provides, among
other things, that in connection with the proxy solicitation of the Company's
stockholders:
* Mr. Andreozzi has agreed to provide strategic and operational consulting
services regarding ValueAct Management L.P.'s investment in the Company for a
consulting fee of $50,000 per month and to stand for election to the Company's
Board at the Annual Meeting and to serve as a director of the Company until
his term expires;
* ValueAct Management L.P. has agreed, subject to certain limitations, to
reimburse Mr. Andreozzi for reasonable travel and living expenses incurred;
* ValueAct Management L.P. has agreed to indemnify Mr. Andreozzi under its
existing indemnification policies and/or programs; and
* ValueAct Management L.P. has agreed that if, during the period starting on
September 6, 2005 and ending on September 5, 2006, it is successful in
obtaining control of the Company, ValueAct Management L.P. will use its best
efforts to procure for Mr. Andreozzi the position of Chief Executive Officer
of the Company on terms and conditions mutually acceptable to each party, and
Mr. Andreozzi has the option to accept such position on such terms.
Pursuant to the Andreozzi Agreement, ValueAct Management L.P. granted an option
to Andreozzi to purchase 160,000 shares of Common Stock owned by the Nominating
Shareholder at an exercise price equal to $18.7841 per share. The Andreozzi
Agreement provides that in the event Mr. Andreozzi is not elected to the
Company's Board at the Annual Meeting, Andreozzi will vote any shares owned as
a result of the exercise of the options as directed in writing by ValueAct
Management L.P. The Andreozzi Agreement further provides that if Andreozzi
voluntarily terminates its relationship with ValueAct Management L.P., other
than due to death or disability, between February 24, 2006 and September 5,
2006, all unexercised options shall terminate. For further details of the
Andreozzi Agreement, please refer to Exhibit C to Schedule 13D filed by VA
Partners with the Securities and Exchange Commission on October 4, 2005.
On September 27, 2005, ValueAct Management L.P. entered into a Consulting
Agreement (the "Lawrie Agreement") with Mr. Lawrie, which agreement provides,
among other things, that in connection with the proxy solicitation of the
Company's stockholders:
* Mr. Lawrie has agreed to provide strategic and operational consulting
services regarding ValueAct Management L.P.'s investment in the Company and to
stand for election to the Company's Board at the Annual Meeting and to serve
as a director of the Company until his term expires;
* ValueAct Management L.P. has agreed, subject to certain limitations, to
reimburse Mr. Lawrie for reasonable travel and living expenses incurred; and
* ValueAct Management L.P. has agreed to indemnify Mr. Lawrie under its
existing indemnification policies and/or programs.
Pursuant to the Lawrie Agreement, ValueAct Management L.P. granted stock
appreciation rights in the Company to Mr. Lawrie in the amount of 100,000
shares of Common Stock owned by the Nominating Shareholder at a base price
equal to $18.7841 per share. The Lawrie Agreement provides that the grant
will be deemed exercised on September 5, 2006; however, if Mr. Lawrie
voluntarily terminates his relationship with ValueAct Management L.P., other
than due to death or disability, between February 24, 2006 and September 5,
2006, then his grant shall terminate
Page 25 of 31
with no further compensation due. On February 15, 2006, ValueAct Management
L.P. and Mr. Lawrie amended the Lawrie Agreement to eliminate the grant of
50,000 stock appreciation rights in the Company that were to have vested on
February 24, 2006. For further details of the Lawrie Agreement, please refer
to Exhibits E to Schedule 13D filed by VA Partners with the Securities and
Exchange Commission on October 4, 2005.
Each of the Nominees is indemnified under an arrangement whereby ValueAct
Management L.P. maintains an insurance policy that indemnifies the partners and
employees of ValueAct Management L.P. if a portfolio company's D&O insurance is
insufficient to indemnify such person in the event of a claim against the
directors of a portfolio company.
Page 26 of 31
ANNEX B
SHARES OF COMMON STOCK OF THE COMPANY BOUGHT OR SOLD BY THE PARTICIPANTS(1)
DURING THE LAST TWO YEARS
Participant Transaction Quantity Date
VA Partners Buy 38,000 1/22/2004
VA Partners II Buy 12,000 1/22/2004
VA Partners II Buy 10,000 1/22/2004
VA Partners Buy 25,000 3/24/2004
VA International Buy 25,000 3/24/2004
VA International Buy 25,000 3/29/2004
VA International Buy 25,000 3/29/2004
VA International Buy 25,000 3/29/2004
VA International Buy 25,000 3/29/2004
VA International Buy 571 3/30/2004
VA Partners II Buy 2,500 3/31/2004
VA International Buy 41,118 5/7/2004
VA Partners Buy 100,000 5/10/2004
VA Partners Buy 10,000 5/12/2004
VA Partners Sell 75,000 6/14/2004
VA Partners Sell 2,800 6/15/2004
VA Partners Sell 2,800 6/15/2004
VA Partners II Sell 48,400 6/15/2004
VA Partners II Sell 47,200 6/15/2004
VA Partners Sell 31,875 6/16/2004
VA Partners Sell 11,156 6/16/2004
VA Partners II Sell 1,619 6/16/2004
VA Partners II Sell 4,625 6/16/2004
VA International Sell 4,725 6/16/2004
VA International Sell 13,500 6/16/2004
VA Partners Sell 31,875 6/17/2004
VA Partners Sell 31,875 6/17/2004
VA Partners II Sell 4,625 6/17/2004
VA Partners II Sell 4,625 6/17/2004
VA International Sell 13,500 6/17/2004
VA International Sell 13,500 6/17/2004
VA Partners Sell 31,875 6/18/2004
VA Partners II Sell 4,625 6/18/2004
VA International Sell 13,500 6/18/2004
VA Partners Sell 9,499 6/24/2004
VA Partners II Sell 1,378 6/24/2004
VA International Sell 4,023 6/24/2004
VA Partners Buy 143,438 7/14/2004
VA Partners II Buy 20,812 7/14/2004
VA International Buy 60,750 7/14/2004
VA Partners Buy 31,875 7/22/2004
VA Partners II Buy 4,625 7/22/2004
1ValueAct Capital Partners Co-Investors, L.P. ("VA Co-Investor"), ValueAct
Capital Partners II, L.P. ("VA Partners II"), and ValueAct Capital
International, Ltd. ("VA International") are affiliates of the Nominating
Shareholder, ValueAct Capital Master Fund, L.P.
Page 27 of 31
Participant Transaction Quantity Date
VA International Buy 13,500 7/22/2004
VA Partners Buy 31,875 7/23/2004
VA Partners II Buy 4,625 7/23/2004
VA International Buy 13,500 7/23/2004
VA Partners Buy 12,750 7/26/2004
VA Partners II Buy 1,850 7/26/2004
VA International Buy 5,400 7/26/2004
VA International Buy 100,000 8/13/2004
VA Co-Investor Sell 112 11/3/2004
Nominating Shareholder Sell 7,388 11/3/2004
VA Co-Investor Sell 1,050 11/8/2004
VA Co-Investor Sell 1,500 11/8/2004
VA Co-Investor Sell 450 11/8/2004
Nominating Shareholder Sell 98,500 11/8/2004
Nominating Shareholder Sell 29,550 11/8/2004
Nominating Shareholder Sell 68,950 11/8/2004
VA Co-Investor Sell 7,500 11/9/2004
Nominating Shareholder Sell 492,500 11/9/2004
VA Co-Investor Sell 1,500 11/10/2004
VA Co-Investor Sell 1,500 11/10/2004
VA Co-Investor Sell 1,500 11/10/2004
VA Co-Investor Sell 750 11/10/2004
Nominating Shareholder Sell 49,250 11/10/2004
Nominating Shareholder Sell 98,500 11/10/2004
Nominating Shareholder Sell 98,500 11/10/2004
Nominating Shareholder Sell 98,500 11/10/2004
VA Co-Investor Sell 1,500 11/11/2004
VA Co-Investor Sell 750 11/11/2004
VA Co-Investor Sell 1,500 11/11/2004
Nominating Shareholder Sell 98,500 11/11/2004
Nominating Shareholder Sell 49,250 11/11/2004
Nominating Shareholder Sell 98,500 11/11/2004
VA Co-Investor Sell 750 11/12/2004
VA Co-Investor Sell 750 11/12/2004
VA Co-Investor Sell 750 11/12/2004
Nominating Shareholder Sell 49,250 11/12/2004
Nominating Shareholder Sell 49,250 11/12/2004
Nominating Shareholder Sell 49,250 11/12/2004
Nominating Shareholder Sell 30,000 11/29/2004
VA Co-Investor Sell 375 11/30/2004
VA Co-Investor Sell 109 11/30/2004
Nominating Shareholder Sell 24,625 11/30/2004
Nominating Shareholder Sell 7,177 11/30/2004
Nominating Shareholder Sell 50,000 12/1/2004
Nominating Shareholder Sell 50,000 12/1/2004
Nominating Shareholder Sell 100,000 12/1/2004
Nominating Shareholder Sell 50,000 12/1/2004
Nominating Shareholder Sell 50,000 12/14/2004
Nominating Shareholder Sell 50,000 12/14/2004
VA Co-Investor Buy 750 1/20/2005
VA Co-Investor Buy 2,250 1/20/2005
VA Co-Investor Buy 1,500 1/20/2005
VA Co-Investor Buy 906 1/20/2005
VA Co-Investor Buy 1,500 1/20/2005
Page 28 of 31
Participant Transaction Quantity Date
Nominating Shareholder Buy 98,500 1/20/2005
Nominating Shareholder Buy 98,500 1/20/2005
Nominating Shareholder Buy 59,494 1/20/2005
Nominating Shareholder Buy 49,250 1/20/2005
Nominating Shareholder Buy 147,750 1/20/2005
VA Co-Investor Buy 375 1/21/2005
VA Co-Investor Buy 750 1/21/2005
Nominating Shareholder Buy 49,250 1/21/2005
Nominating Shareholder Buy 24,625 1/21/2005
VA Co-Investor Buy 750 1/24/2005
VA Co-Investor Buy 750 1/24/2005
VA Co-Investor Buy 750 1/24/2005
VA Co-Investor Buy 1,500 1/24/2005
Nominating Shareholder Buy 49,250 1/24/2005
Nominating Shareholder Buy 98,500 1/24/2005
Nominating Shareholder Buy 49,250 1/24/2005
Nominating Shareholder Buy 49,250 1/24/2005
VA Co-Investor Buy 750 1/25/2005
VA Co-Investor Buy 750 1/25/2005
VA Co-Investor Buy 388 1/25/2005
VA Co-Investor Buy 1,500 1/25/2005
Nominating Shareholder Buy 49,250 1/25/2005
Nominating Shareholder Buy 25,493 1/25/2005
Nominating Shareholder Buy 49,250 1/25/2005
Nominating Shareholder Buy 98,500 1/25/2005
VA Co-Investor Buy 5,000 1/26/2005
VA Co-Investor Buy 5,000 1/26/2005
VA Co-Investor Buy 5,000 1/26/2005
Nominating Shareholder Buy 45,000 1/26/2005
Nominating Shareholder Buy 95,000 1/26/2005
Nominating Shareholder Buy 95,000 1/26/2005
VA Co-Investor Buy 75 1/27/2005
Nominating Shareholder Buy 4,925 1/27/2005
VA Co-Investor Buy 1,500 2/10/2005
Nominating Shareholder Buy 98,500 2/10/2005
VA Co-Investor Buy 1,500 2/11/2005
VA Co-Investor Buy 1,500 2/11/2005
Nominating Shareholder Buy 98,500 2/11/2005
Nominating Shareholder Buy 98,500 2/11/2005
VA Co-Investor Buy 450 2/16/2005
Nominating Shareholder Buy 29,550 2/16/2005
Nominating Shareholder Buy 70,000 2/17/2005
VA Co-Investor Buy 52 2/18/2005
Nominating Shareholder Buy 3,448 2/18/2005
VA Co-Investor Buy 2,250 2/22/2005
VA Co-Investor Buy 1,500 2/22/2005
Nominating Shareholder Buy 98,500 2/22/2005
Nominating Shareholder Buy 147,750 2/22/2005
VA Co-Investor Buy 2,250 2/23/2005
Nominating Shareholder Buy 147,750 2/23/2005
VA Co-Investor Buy 15 2/24/2005
Nominating Shareholder Buy 985 2/24/2005
VA Co-Investor Buy 75 3/1/2005
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Participant Transaction Quantity Date
Nominating Shareholder Buy 4,925 3/1/2005
VA Co-Investor Buy 675 3/2/2005
VA Co-Investor Buy 750 3/2/2005
Nominating Shareholder Buy 44,325 3/2/2005
Nominating Shareholder Buy 49,250 3/2/2005
VA Co-Investor Buy 1,500 3/3/2005
VA Co-Investor Buy 2,250 3/3/2005
Nominating Shareholder Buy 147,750 3/3/2005
Nominating Shareholder Buy 98,500 3/3/2005
VA Co-Investor Buy 1,080 3/4/2005
VA Co-Investor Buy 1,500 3/4/2005
VA Co-Investor Buy 900 3/4/2005
Nominating Shareholder Buy 98,500 3/4/2005
Nominating Shareholder Buy 59,100 3/4/2005
Nominating Shareholder Buy 70,920 3/4/2005
VA Co-Investor Buy 780 3/7/2005
VA Co-Investor Buy 2,775 3/7/2005
Nominating Shareholder Buy 182,225 3/7/2005
Nominating Shareholder Buy 51,200 3/7/2005
VA Co-Investor Buy 3,000 3/8/2005
VA Co-Investor Buy 375 3/8/2005
Nominating Shareholder Buy 24,625 3/8/2005
Nominating Shareholder Buy 197,000 3/8/2005
VA Co-Investor Buy 1,350 3/9/2005
VA Co-Investor Buy 1,500 3/9/2005
VA Co-Investor Buy 1,500 3/9/2005
Nominating Shareholder Buy 98,500 3/9/2005
Nominating Shareholder Buy 98,500 3/9/2005
Nominating Shareholder Buy 88,650 3/9/2005
VA Co-Investor Buy 1,500 3/10/2005
VA Co-Investor Buy 1,905 3/10/2005
Nominating Shareholder Buy 125,095 3/10/2005
Nominating Shareholder Buy 98,500 3/10/2005
VA Co-Investor Buy 345 3/11/2005
VA Co-Investor Buy 750 3/11/2005
VA Co-Investor Buy 750 3/11/2005
VA Co-Investor Buy 750 3/11/2005
Nominating Shareholder Buy 49,250 3/11/2005
Nominating Shareholder Buy 49,250 3/11/2005
Nominating Shareholder Buy 22,655 3/11/2005
Nominating Shareholder Buy 49,250 3/11/2005
VA Co-Investor Buy 17 3/14/2005
Nominating Shareholder Buy 1,083 3/14/2005
VA Co-Investor Buy 535 3/15/2005
Nominating Shareholder Buy 35,143 3/15/2005
VA Co-Investor Buy 750 3/16/2005
VA Co-Investor Buy 1,500 3/16/2005
VA Co-Investor Buy 3,000 3/16/2005
Nominating Shareholder Buy 98,500 3/16/2005
Nominating Shareholder Buy 197,000 3/16/2005
Nominating Shareholder Buy 49,250 3/16/2005
VA Co-Investor Buy 3,000 3/17/2005
VA Co-Investor Buy 1,238 3/17/2005
Nominating Shareholder Buy 197,000 3/17/2005
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Participant Transaction Quantity Date
Nominating Shareholder Buy 81,284 3/17/2005
VA Co-Investor Buy 1,500 3/18/2005
VA Co-Investor Buy 1,500 3/18/2005
Nominating Shareholder Buy 98,500 3/18/2005
Nominating Shareholder Buy 98,500 3/18/2005
VA Co-Investor Buy 1,130 3/21/2005
VA Co-Investor Buy 73 3/21/2005
Nominating Shareholder Buy 5,127 3/21/2005
Nominating Shareholder Buy 79,570 3/21/2005
Nominating Shareholder Buy 30,073 3/28/2005
Nominating Shareholder Buy 427 3/28/2005
Nominating Shareholder Buy 49,300 3/29/2005
Nominating Shareholder Buy 700 3/29/2005
Nominating Shareholder Buy 49,300 3/29/2005
Nominating Shareholder Buy 49,300 3/29/2005
Nominating Shareholder Buy 700 3/29/2005
Nominating Shareholder Buy 49,300 3/29/2005
Nominating Shareholder Buy 700 3/29/2005
Nominating Shareholder Buy 700 3/29/2005
Nominating Shareholder Buy 700 3/30/2005
Nominating Shareholder Buy 49,300 3/30/2005
Nominating Shareholder Buy 49,300 3/30/2005
Nominating Shareholder Buy 700 3/30/2005
Nominating Shareholder Buy 51,100 3/31/2005
Nominating Shareholder Buy 726 3/31/2005
Nominating Shareholder Buy 50,000 4/5/2005
Nominating Shareholder Buy 25,000 4/13/2005
Nominating Shareholder Buy 25,000 4/13/2005
Nominating Shareholder Buy 50,000 4/15/2005
Nominating Shareholder Buy 25,000 4/19/2005
VA Co-Investor Buy 650 4/26/2005
Nominating Shareholder Buy 49,350 4/26/2005
VA Co-Investor Buy 650 4/27/2005
Nominating Shareholder Buy 49,350 4/27/2005
VA Co-Investor Buy 1,300 4/28/2005
Nominating Shareholder Buy 98,700 4/28/2005
VA Co-Investor Buy 975 4/29/2005
Nominating Shareholder Buy 74,025 4/29/2005
VA Co-Investor Buy 650 5/4/2005
Nominating Shareholder Buy 49,350 5/4/2005
VA Co-Investor Buy 164 5/5/2005
Nominating Shareholder Buy 12,440 5/5/2005
VA Co-Investor Buy 85 5/9/2005
Nominating Shareholder Buy 6,415 5/9/2005
VA Co-Investor Buy 130 5/10/2005
Nominating Shareholder Buy 9,870 5/10/2005
VA Co-Investor Buy 975 5/11/2005
Nominating Shareholder Buy 74,025 5/11/2005
Nominating Shareholder Buy 100,000 10/18/2005
Nominating Shareholder Buy 100,000 10/18/2005
Nominating Shareholder Buy 50,000 10/18/2005
Nominating Shareholder Buy 25,225 10/19/2005
Nominating Shareholder Buy 56,700 10/19/2005
Nominating Shareholder Buy 50,000 10/19/2005
Nominating Shareholder Buy 1,800 1/20/2006
VA Co-Investor Sell 138,660 3/16/2006
Nominating Shareholder Buy 138,660 3/16/2006
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