SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
SCHEDULE 13D
(Rule 13d-101)
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. ______)
HOOVER'S, INC.
(Name of Issuer)
Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
439321100
(CUSIP Number)
David J. Lewinter, Esq.
Senior Vice President, General Counsel and Corporate Secretary
The Dun & Bradstreet Corporation
103 JFK Parkway
Short Hills, NJ 07078
(973) 921-5500
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
With a Copy to:
John Owen Gwathmey, Esq.
Hunton & Williams
Riverfront Plaza, East Tower
951 East Byrd Street
Richmond, VA 23219
(804) 788-8200
December 5, 2002
(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 13d-1(e), 13d-1(f) or 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 13d-7
for other parties to whom copies are to be sent.
(continued on following pages)
(Page 1 of 7 Pages)
CUSIP NO. 439321100 13D Page 2 of 7 Pages
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1. Names of Reporting Persons
The Dun & Bradstreet Corporation
I.R.S. Identification Nos. of Above Persons (entities only).
I.R.S. ID No.: 22-3725387
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2. Check the Appropriate Box if a Member of a Group*
(a) [_]
(b) [_]
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3. SEC Use Only
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4. Source of Funds*
SC, WC
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5. Check box if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e) [_]
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6. Citizenship or Place of Organization
Delaware
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7. Sole Voting Power
NUMBER OF None
SHARES -----------------------------------------------------------
BENEFICIALLY 8. Shared Voting Power
OWNED BY 5,587,042
EACH -----------------------------------------------------------
REPORTING 9. Sole Dispositive Power
PERSON None
WITH -----------------------------------------------------------
10. Shared Dispositive Power
None
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
5,587,042
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12. Check box if the Aggregate Amount in Row (11) Excludes Certain Shares*
[_]
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13. Percent of Class Represented by Amount in Row (11)
35.9%
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14. Type of Reporting Person*
CO
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*See instructions before filling out!
(Page 2 of 7 Pages)
Item 1. Security and Issuer.
This Statement on Schedule 13D (this "Statement") relates to the common
stock, par value $0.01 per share (the "Common Stock"), of Hoover's, Inc., a
Delaware corporation (the "Issuer"). The Issuer's principal executive offices
are located at 5800 Airport Boulevard, Austin, Texas 78752.
Item 2. Identity and Background.
(a) - (c), (f) This Statement is being filed by The Dun & Bradstreet
Corporation, a Delaware corporation ("D&B"), with its principal business and
principal office located at 103 JFK Parkway, Short Hills, New Jersey 07078. D&B
provides information, tools and expertise to help customers manage credit
exposure, find profitable customers and manage suppliers efficiently. The name,
present principal occupation or employment, and the name and principal business
of any corporation or other organization in which such employment is conducted,
and the citizenship of each executive officer and director of D&B as of the date
hereof is set forth on Schedule A hereto, which is incorporated herein by
reference.
(d) - (e) During the last five years, neither D&B nor, to its
knowledge, any of the persons listed on Schedule A hereto (i) has been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors),
or (ii) was a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was or is subject
to a 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.
D&B, Duns Investing IX Corporation, a Delaware corporation and
wholly-owned subsidiary of D&B ("Merger Sub"), and the Issuer have entered into
an Agreement and Plan of Merger, dated as of December 5, 2002 (the "Merger
Agreement"), pursuant to which Merger Sub will be merged with and into the
Issuer (the "Merger"), with the Issuer as the surviving corporation (the
"Surviving Corporation"). As a condition and inducement to D&B entering into the
Merger Agreement, Media General, Inc., Warner Books Multimedia Corp. and all
directors and executive officers of the Issuer (collectively, the "Principal
Stockholders") entered into Voting Agreements, dated as of December 5, 2002
(collectively, the "Voting Agreements"), with D&B, the Issuer and Merger Sub.
The Voting Agreements relate to 5,587,042 shares of Common Stock owned by the
Principal Stockholders (collectively, the "Shares"). D&B did not pay any
additional consideration to the Principal Stockholders in connection with the
execution and delivery of the Voting Agreements.
Pursuant to the Voting Agreements, the Principal Stockholders have
agreed to vote the Shares (i) in favor of the Merger and each of the other
transactions contemplated by the Merger Agreement and (ii) against the following
actions (other than the Merger and the transactions contemplated by the Merger
Agreement): (A) any Acquisition Proposal (as defined in Section 5(a)(v) of the
Voting Agreements) or (B) any other action that is intended, or could reasonably
be expected, to materially impede, interfere with, delay, postpone, discourage
or adversely affect the consummation of the Merger or the transactions
contemplated by the Merger Agreement (each, an "Alternate Proposal").
(Page 3 of 7 Pages)
Pursuant to the Voting Agreements, each of the Principal Stockholders
have also irrevocably granted to and appointed David J. Lewinter and Sara
Mathew, or either of them in their respective capacities as officers of Merger
Sub, with full power of substitution (each, and their substitutes, a "Proxy"),
as attorneys and proxies to vote all Shares on (i) all matters regarding the
Merger and each of the other transactions contemplated by the Merger Agreement
and the Voting Agreement and (ii) any Alternate Proposal as to which each
Principal Stockholder is entitled to vote at a meeting of stockholders of the
Issuer, or to which each Principal Stockholder is entitled to express consent or
dissent to corporate action in writing without a meeting, in the Proxy's
absolute, sole and binding discretion.
The Voting Agreements terminate upon the first to occur of (i) the
termination of the Merger Agreement in accordance with its terms, including
without limitation, in connection with the Issuer entering into a binding
written agreement that the Issuer's board has concluded is a Superior Proposal
(as defined in the Merger Agreement), (ii) the Effective Time (as defined in the
Merger Agreement) or (iii) July 1, 2003.
The Merger Agreement and the form of Voting Agreement are included as
Exhibits 1 and 2, respectively, to this Statement, and incorporated herein by
this reference.
Item 4. Purpose of Transaction.
(a) - (b) The purpose of the Voting Agreements is to facilitate the
Merger pursuant to the Merger Agreement. The information set forth in Item 3 is
incorporated in this Item 4 by reference. Pursuant to the terms of the Voting
Agreements, any shares of Common Stock acquired by a Principal Stockholder after
the date of the Voting Agreements and during the term of the Voting Agreements
will be subject to the Voting Agreements. Accordingly, any such acquisition of
shares of Common Stock by any Principal Stockholder may result in D&B being
deemed to acquire beneficial ownership of additional shares of Common Stock.
(c) Not applicable.
(d) Upon the consummation of the Merger, the existing directors of
Merger Sub shall become the directors of the Surviving Corporation, until their
resignation or removal or until their successors are duly elected and qualified.
The existing directors of Merger Sub are David J. Lewinter, Daniel S. Miller and
Roxanne E. Parker. In addition, upon the consummation of the Merger, the number
of directors of the Surviving Corporation shall be reduced to three and the
board of directors shall no longer be staggered. The officers of Merger Sub
shall become the officers of the Surviving Corporation, until their resignation
or removal or until their respective successors are duly elected and qualified.
(e) Other than as a result of the Merger described in Item 3 above, not
applicable.
(f) Not applicable.
(g) Upon the consummation of the Merger, the Certificate of
Incorporation of the Surviving Corporation shall be amended to read in its
entirety as set forth in Exhibit 3 to this Statement, which is incorporated
herein by reference, and, as so amended, shall be the Certificate of
Incorporation of the Surviving Corporation until thereafter changed or amended.
Upon consummation of the Merger, the Bylaws of the Surviving Corporation shall
be amended and restated to conform to the bylaws of Merger Sub, as in effect
immediately prior to the Merger, until thereafter changed or amended.
(Page 4 of 7 Pages)
(h) - (i) Upon the consummation of the Merger, the Common Stock will be
delisted from The Nasdaq Stock Market Inc. and will become eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended.
(j) Other than as described above, D&B currently has no plans or
proposals that relate to, or would result in, any of the matters listed in Items
4(a) - (i) of Schedule 13D (although D&B reserves the right to develop such
plans or proposals).
Item 5. Interest in Securities of the Issuer.
(a) - (b) Pursuant to the Voting Agreements, D&B shares with the
Principal Stockholders the power to vote or direct the vote of 5,587,042 shares
of Common Stock with respect to the matters described in Item 3 above. The
Shares constitute approximately 35.9% of the issued and outstanding shares of
Common Stock as of November 30, 2002 (as represented by the Issuer in the Merger
Agreement). Except with respect to the matters described in Item 3 above, the
Principal Stockholders retain sole power to vote or direct the vote of the
Shares. D&B does not have any power to dispose or direct the disposition of any
of the Shares and disclaims beneficial ownership of the Shares. The filing of
this Statement shall not be an admission that D&B is, for purposes of
Section 13(d) or Section 13(g) of the Securities Exchange Act of 1934, as
amended, the beneficial owner of any securities covered by this Statement.
(c) Except for the information set forth in Item 3, which is
incorporated in this Item 5 by reference, there have been no transactions by D&B
or, to its knowledge, any person named on Schedule A hereto, in the Common Stock
during the past 60 days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
Other than as described in Items 3, 4 and 5 and the agreements
incorporated herein by reference and set forth as exhibits hereto, to the
knowledge of D&B, there are no contracts, arrangements, understandings or
relationships (legal or otherwise) among the persons named in Item 2 and between
any such person and any person with respect to any securities of the Issuer,
including, but not limited to, the transfer or voting of any of the securities,
finder's fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, division of profits or loss, or the giving or withholding
of proxies.
Item 7. Material to be Filed as Exhibits.
(1) Agreement and Plan of Merger, dated as of December 5, 2002, by and among The
Dun & Bradstreet Corporation, Duns Investing IX Corporation and Hoover's, Inc.
(2) Form of Voting Agreement, dated as of December 5, 2002, by and among the
Principal Stockholders, The Dun & Bradstreet Corporation, Duns Investing IX
Corporation and Hoover's, Inc.
(3) Form of Certificate of Incorporation of the Surviving Corporation.
(Page 5 of 7 Pages)
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.
THE DUN & BRADSTREET CORPORATION
December 10, 2002 /s/ DAVID J. LEWINTER
------------------------------------
David J. Lewinter
Senior Vice President, General
Counsel and Corporate Secretary
(Page 6 of 7 Pages)
EXHIBIT INDEX
Exhibit No. Description
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(1) Agreement and Plan of Merger, dated as
of December 5, 2002, by and among The
Dun & Bradstreet Corporation, Duns
Investing IX Corporation, and Hoover's,
Inc. (Incorporated by reference to
Exhibit 2.1 to the Current Report on
Form 8-K of Hoovers, Inc., dated
December 5, 2002).
(2) Form of Voting Agreement, dated as of
December 5, 2002, by and among the
Principal Stockholders, The Dun &
Bradstreet Corporation, Duns Investing
IX Corporation, and Hoover's, Inc.
(Incorporated by reference to Exhibit
99.1 to the Current Report on Form 8-K
of Hoover's, Inc., dated December 5,
2002).
(3) Form of Certificate of Incorporation of
the Surviving Corporation (filed herewith).
(Page 7 of 7 Pages)
SCHEDULE A
Executive Officers and Directors of The Dun & Bradstreet Corporation
The following is a list of the executive officers and directors of The
Dun & Bradstreet Corporation, setting forth the present principal occupation or
employment and the name and principal business of any corporation or other
organization in which such employment is conducted for each such person. Unless
otherwise indicated, all executive officers and directors listed below are
citizens of the United States.
Executive Officers of D&B
Name Position Business Address
Steve W. Alesio President, Chief Operating Officer and Director 103 JFK Parkway
Short Hills, NJ 07078
Patricia A. Clifford Vice President-Human Resources 103 JFK Parkway
Short Hills, NJ 07078
Bruno de la Riviere* Senior Vice President-Europe 50-100 Holmers Farm Way
Buckinghamshire HP124UL
United Kingdom
Charles E. Gottdiener Vice President-Strategy & Business 103 JFK Parkway
Short Hills, NJ 07078
Cynthia B. Hamburger Senior Vice President and Chief Technology 103 JFK Parkway
Officer Short Hills, NJ 07078
Ronald D. Klausner Senior Vice President-U.S. Sales 103 JFK Parkway
Short Hills, NJ 07078
Lawrence M. Kutscher Vice President-eBusiness Solutions 103 JFK Parkway
Short Hills, NJ 07078
David J. Lewinter Senior Vice President, General Counsel, and 103 JFK Parkway
Corporate Secretary Short Hills, NJ 07078
Allan Z. Loren Chairman and Chief Executive Officer 103 JFK Parkway
Short Hills, NJ 07078
Sara S. Mathew** Senior Vice President and Chief Financial 103 JFK Parkway
Officer Short Hills, NJ 07078
Amy B. McIntosh Senior Vice President-Global Marketing and 103 JFK Parkway
Product Solutions Short Hills, NJ 07078
Name Position Business Address
Vicki P. Raeburn Senior Vice President-Data and Operations 103 JFK Parkway
Short Hills, NJ 07078
Mary Jane Raymond Vice President and Controller 103 JFK Parkway
Short Hills, NJ 07078
Peter J. Ross Senior Vice President-Human Resources 103 JFK Parkway
Short Hills, NJ 07078
* Mr. de la Riviere is a citizen of France.
** Ms. Mathew is a citizen of India.
Directors of D&B
Name Position Present Principal Business Address
Occupation
John W. Alden Director Retired Vice Chairman - 103 JFK Parkway
United Parcel Service, Inc Short Hills, NJ
07078
Steve W. Alesio President, Chief Operating President, Chief 103 JFK Parkway
Officer and Director Operating Officer and Short Hills, NJ
Director - The Dun & 07078
Bradstreet Corporation
Ronald L. Kuehn, Jr. Director Retired Chairman of the 103 JFK Parkway
Board - El Paso Short Hills, NJ
Corporation 07078
Allan Z. Loren Chairman, Chief Executive Chairman, Chief Executive 103 JFK Parkway
Officer and Director Officer and Director - Short Hills, NJ
The Dun & Bradstreet 07078
Corporation
Victor A. Pelson Director Senior Advisor -UBS 103 JFK Parkway
Warburg LLC Short Hills, NJ
07078
Sandra E. Peterson Director Senior Vice 103 JFK Parkway
President-Health Short Hills, NJ
Businesses - Medco Health 07078
Solutions, Inc.
Michael R. Quinlan Director Chairman Emeritus - 103 JFK Parkway
McDonald's Corporation Short Hills, NJ
07078
Frederic V. Salerno Director Retired Vice Chairman and 103 JFK Parkway
Chief Financial Officer - Short Hills, NJ
Verizon Communications, 07078
Inc.
Naomi O. Seligman Director Senior Partner - Ostriker 103 JFK Parkway
von Simson Short Hills, NJ
07078