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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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“Dolphin’s
nominees received a significant level of support from unaffiliated
shareholders at last year’s annual meeting – excluding the shares held by
insiders, Dolphin’s nominees received more than 90% of the votes cast. The
board has not addressed this vote, and instead claims a management
victory. It clearly was not.
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“Gupta
controls the board. This is clear from the actions that followed
Gupta’s
offer to knowingly acquire the company at a price that was too low.
In our
opinion, the Special Committee that was formed to evaluate the offer
(which it ultimately rejected) and to “solicit, consider and negotiate
alternative proposals,” was not allowed to carry out the full task that
was assigned to it upon its formation. In addition, it appears that
while
the committee members wanted to maintain the committee, they were
not able
to do so.
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“Gupta
has stated that he does not intend to sell his shares or to vote
in favor
of any change-in-control transaction. It is difficult to see how
the board
can effectively work to maximize shareholder value given Gupta's
veto
power.
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“There
has been significant board and management turnover, including two
of the
four directors who served on the Special Committee. Presumably, the
strong
control over the company’s management and operations by Gupta is one
reason for this high turnover.
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“The
composition paid to Gupta is excessive, particularly given his significant
ownership interest in the company.
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“The
extent and value of the related-party transactions between the company
and
Gupta and his affiliates seem unreasonable and do not represent best
practice. It is not clear why the board has not more adequately addressed
these issues to date. Given Gupta’s ownership in the company and his
apparent control over the board, it is not clear whether these issues
can
fully be resolved by the current board
members.”
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