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OMB APPROVAL
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OMB Number: 3235-0145
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Expires: February 28, 2009
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7 )*
(Name of Issuer)
Common Stock, par value $.10 per share
(Title of Class of Securities)
(CUSIP Number)
Jerome J. Lande
MMI Investments, L.P.
1370 Avenue of the Americas
New York, New York 10019
(212) 586-4333
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
o
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting persons 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).
PERSONS WHO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER.
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CUSIP No.
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005125109
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Page
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2
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of
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10
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1
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NAMES OF REPORTING PERSONS
MMI Investments, L.P.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY): 141810589
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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7
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SOLE VOTING POWER
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NUMBER OF
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7,797,288
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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7,797,288
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WITH
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10
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SHARED DISPOSITIVE POWER
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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7,797,288
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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9.7%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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CUSIP No.
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005125109
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Page
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3
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of
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10
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1
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NAMES OF REPORTING PERSONS
MCM Capital Management, LLC
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY): 141814578
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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AF
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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7
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SOLE VOTING POWER
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NUMBER OF
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7,797,288
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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7,797,288
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WITH
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10
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SHARED DISPOSITIVE POWER
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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7,797,288
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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9.7%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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Page 4 of 10
ITEM 1. SECURITY AND ISSUES
This Amendment No. 7 to statement on Schedule 13D (this Statement)
relates to the Common Stock, par value $.10 per share (the Common Stock), of Acxiom Corporation,
a Delaware corporation (the Issuer or the Company), the principal executive offices of which
are located at P.O. Box 8180, 1 Information Way, Little Rock, Arkansas 72203.
This Amendment No. 7 amends and restates in full each of the items set forth below.
Capitalized terms used but otherwise not defined herein have the meanings ascribed to them in the
Schedule 13D originally filed November 29, 2006 (the Original Statement).
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The total purchase price of the 7,797,288 shares of Common Stock (the
Shares) purchased by MMI Investments was $189,390,442; the source of funds is a combination of
MMIs working capital and margin loans. These margin loans were obtained from Bear, Stearns & Co.
Inc. and Merrill Lynch & Co. under customary terms and conditions. The entire principal amount of
such margin loans remains outstanding as of the date of this Statement.
ITEM 4. PURPOSE OF TRANSACTION
MMI Investments purchased the Shares as part of its investment
activities. The Reporting Persons intend to review and evaluate the investment by MMI Investments
in the Common Stock of the Issuer on an ongoing basis and may, depending upon their evaluation of
the business and prospects of the Issuer, or such other considerations as they may deem relevant,
determine to increase (but not more than 14.9% of the outstanding Common Stock), decrease, or
dispose of MMI Investments holdings of Common Stock. As a part of such review and evaluation, the
Reporting Persons may communicate with the Issuers management, directors and other shareholders,
including as described below.
On May 16, 2007, the Issuer announced that it had entered into a definitive merger agreement
(the Merger Agreement) to be acquired by Silver Lake and ValueAct Capital (the Proposed
Merger). According to the Issuers press release, under the terms of the Merger Agreement,
shareholders of the Issuer would receive $27.10 per share in cash at the closing of the Proposed
Merger. On May 18, 2007, MMI Investments submitted to the Issuers Board of Directors a letter,
filed as Exhibit 2, hereto, expressing its then-current intention to vote its shares in opposition to the
Proposed Merger and outlining its reasons for such intention. The foregoing description of the letter is qualified in
its entirety by reference to the copy of the letter attached hereto as Exhibit 2 and incorporated
herein by reference.
On May 29, 2007, MMI Investments transmitted to the Issuer a Notice, as required by Article
II, Section 15 of the Issuers By-Laws, that MMI Investments proposes to nominate for election as
directors at the Issuers 2007 Annual Meeting of Stockholders for a term ending in 2010, John S.
Dyson, Clay B. Lifflander and Alan L. Rivera. The position, principal occupation and business
address of each of Messrs. Dyson and Lifflander are shown on Schedule I. Mr. Rivera is a Member, Executive Vice President and
Secretary of MCM, and a Voting Member, Executive Vice President Chief Financial Officer and General
Counsel of Millcap Advisors, LLC. Mr. Riveras business address is 1370 Avenue of the Americas, New
York, NY 10019.
As a result of some or all of the actions described in the preceding paragraph, MMI
Investments may no longer be able to rely on the exemption under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended (the HSR Act) for shares held solely for investment purposes
and, accordingly, in order to retain its flexibility to determine, as described above, to increase
(but not to more than 14.9% of the outstanding Common Stock of the Issuer) MMI Investments
holdings of Common Stock where the value of such holdings upon any such increase exceeds $59.8
million, MMI Investments on June 11, 2007, filed a Notification and Report Form under the HSR Act,
seeking clearance for such acquisitions. MMI Investments was granted early termination of the
waiting period pursuant to the HSR Act on June 28, 2007.
Page 5 of 10
On July 13, 2007, MMI Investments submitted to the Issuers Board of Directors the letter
filed as Exhibit 3 hereto regarding MMIs opposition to the Proposed Merger and the reasons
therefor and expressing its then-current intention to file proxy materials with the SEC to solicit votes against
the Proposed Merger. As part of the Reporting Persons ongoing review of the Issuer, the Reporting
Persons reassessed the Proposed Merger in view of the substantial and unanticipated
deterioration in conditions within the equity and debt markets. On August 14, 2007, upon
consideration of such changed circumstances, MMI Investments determined not to solicit proxies in
opposition to the Proposed Merger and accordingly will not file proxy materials with the SEC to do
so. MMI Investments reserves the right to pursue its nominations for election as directors at the
Issuers 2007 Annual Meeting of Shareholders (as described in its May 29, 2007 Notice to the Issuer
summarized above) if the Proposed Merger is not consummated. In that event, additional information would be
contained (and be available at www.sec.gov) in preliminary proxy material filed by MMI Investments with
the Securities and Exchange Commission in connection with the Annual Meeting.
Based on its continued review and evaluation of the Proposed Merger, on September 21, 2007 MMI
Investments determined to support the Proposed Merger, to vote all of the shares it beneficially
owns in favor of the approval of the Proposed Merger, and to explore all available options to
enforce the Issuers rights under the transaction documentation. The Reporting Persons and their
representatives intend to monitor developments relating to the Proposed Merger on a continuing
basis, including with respect to the financing, timing, and consummation thereof in accordance with
the Issuers rights under the transaction documentation. At any time and from time to time, the
Reporting Persons and their representatives may engage in discussions with members of the Board of
Directors of the Issuer and management of the Issuer as well as with other stockholders of the
Issuer and other interested parties regarding the Proposed Merger and related matters.
Other than as described in this Item 4, neither Reporting Person, nor, to the knowledge of
each Reporting Person, any individuals listed on Schedule I, has any current plan or proposal that
relates to or would result in any of the transactions or other matters specified in clauses (a)
through (j) of Item 4 of Schedule 13D; provided that the Reporting Persons reserve the right to
develop such plans or proposals. Depending on various factors, including, without limitation, the
status of the Proposed Merger and alternatives thereto, the terms of the Proposed Merger or any
alternative thereto that may arise, the outcome of the discussions, if any, referenced above, the
Issuers financial position and business strategy, the price levels of the shares of Common Stock,
and conditions in the securities markets and general economic and industry conditions, the
Reporting Persons may in the future take such actions with respect to their investment in the
Issuer as they deem appropriate including, without limitation, voting their shares of Common Stock
to support or oppose the Proposed Merger or an alternative, tendering into an offer to purchase the
Issuers Common Stock, purchasing additional shares of Common Stock, selling or otherwise disposing
of some or all of their shares of Common Stock, or changing their intention with respect to any and
all matters referred to in this Item 4.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a)-(b) Based on 80,635,643 shares of Common Stock outstanding as of August 6,
2007, as reported in the Issuers Quarterly Report on Form 10-Q filed with the SEC on August 8,
2007, the Shares owned by MMI Investments represent approximately 9.7% of the outstanding Common
Stock. MMI Investments has the sole power to direct the vote and disposition of such Shares on the
date of this Statement. However, by virtue of being the general partner of MMI Investments, MCM may
be deemed to be the beneficial owner of the Shares owned by MMI Investments and to have sole power over the voting and disposition of
such Shares as a result of its having the sole power to make voting and disposition decisions on
behalf of MMI Investments with respect to such Shares.
Except for the Shares owned by MMI Investments, as of the date hereof, neither MCM nor, to MMI
Investments and MCMs knowledge, any of the persons listed on Schedule I, owns any Common Stock of
the Issuer or has any right to acquire, directly or indirectly, any beneficial ownership of other
Common Stock of the Issuer.
(c) Except for the open market purchases of Common Stock by MMI Investments set forth
in Schedule II attached hereto and incorporated herein by reference, there have been no
transactions with respect to the Common Stock during the past 60 days or since the most recent
filing on Schedule 13D (whichever is less) by MMI Investments, MCM, or, to either Reporting
Persons knowledge, any of the persons listed on Schedule I.
(d) No person other than MMI Investments is known to either Reporting Person to have
the right to receive or the power to direct the receipt of dividends from or the proceeds from the
sale of, any of the Shares referred to in Item 5(a) above.
(e) Not applicable.
Page 6 of 10
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
See Exhibit Index appearing elsewhere herein, which is incorporated herein by
reference.
Page 7 of 10
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certify that the information set forth in this statement is true, complete, and
correct.
Pursuant to Rule 13d-1(k) (1) (iii) of Regulation 13D-G of the General Rules and Regulations
of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended,
the undersigned agree that the attached statement is filed on behalf of each of them.
Date: September 25, 2007
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MMI INVESTMENTS, L.P.
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By:
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MCM Capital Management, LLC
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General Partner
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By:
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/s/ JEROME J. LANDE
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Jerome J. Lande
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Executive Vice President
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MCM CAPITAL MANAGEMENT, LLC
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By:
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/s/ JEROME J. LANDE
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Jerome J. Lande
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Executive Vice President
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Page 8 of 10
SCHEDULE I
MCM Capital Management, LLC (MCM)
Voting Members and Executive Officers
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Name and Business Address
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Position and Principal Occupation
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John S. Dyson
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Voting Member and Chairman of MCM;
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1370 Avenue of the Americas
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Voting Member and Chairman of Millcap Advisors, LLC
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New York, New York 10019
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(Millcap), a Delaware limited liability company
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1370 Avenue of the Americas, New York, New York 10019
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Clay B. Lifflander
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Voting Member and President of MCM;
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1370 Avenue of the Americas
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Voting Member and President of Millcap
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New York, New York 10019
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Page 9 of 10
SCHEDULE II
OPEN MARKET PURCHASES BY MMI INVESTMENTS
DURING THE PAST 60 DAYS OR SINCE THE MOST
RECENT FILING ON SCHEDULE 13D
(WHICHEVER IS LESS)
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Trade Date
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Number of Shares
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Price/Share
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08/16/07
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400,000
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$
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22.54
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08/17/07
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170,000
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23.03
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08/20/07
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15,000
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23.22
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08/21/07
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7,000
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24.12
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Page 10 of 10
EXHIBIT INDEX
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Number
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Description
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1.
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Joint Filing Agreement dated as of November 29, 2006, by and
between MMI Investments and MCM (incorporated by reference to
Exhibit 1 to the Original Statement)
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2.
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Letter, dated May 18, 2007 from MMI Investments to the Board
of Directors of Acxiom Corporation (incorporated by reference
to Exhibit 2 to Amendment No. 2 to the Original Statement)
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3.
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Letter, dated July 13, 2007 from MMI Investments to the Board
of Directors of Acxiom Corporation (incorporated by reference
to Exhibit 3 to Amendment No. 5 to the Original Statement)
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