Amendment No. 3 to Schedule 13D

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LxumH+DkjvNTuTfSS/yRtI/INUFlHrRqDn6NpV3YIccjCLfE6oIaNOYlqCI7U+w2 8FgU0WR11AiRj0Wl3hzY3Q== 0001193125-07-154903.txt : 20070713 0001193125-07-154903.hdr.sgml : 20070713 20070713161651 ACCESSION NUMBER: 0001193125-07-154903 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070713 DATE AS OF CHANGE: 20070713 GROUP MEMBERS: IAN G.H. ASHKEN GROUP MEMBERS: MARLIN EQUITIES, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Guideline, Inc. CENTRAL INDEX KEY: 0000801338 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ENGINEERING, ACCOUNTING, RESEARCH, MANAGEMENT [8700] IRS NUMBER: 132670985 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-37967 FILM NUMBER: 07978851 BUSINESS ADDRESS: STREET 1: 625 AVE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10011 BUSINESS PHONE: 2126454500 MAIL ADDRESS: STREET 1: 625 AVENUE OF THE AMERICAS, CITY: NEW YORK, STATE: NY ZIP: 10011 FORMER COMPANY: FORMER CONFORMED NAME: FIND SVP INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FRANKLIN MARTIN E CENTRAL INDEX KEY: 0000940603 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 555 THEODORE FREMD AVE STREET 2: SUITE B-302 CITY: RYE STATE: NY ZIP: 10580 BUSINESS PHONE: 9149679400 MAIL ADDRESS: STREET 1: 555 THEODORE FREMD AVE STREET 2: SUITE B-203 CITY: RYE STATE: NY ZIP: 10580 SC 13D/A 1 dsc13da.htm AMENDMENT NO. 3 TO SCHEDULE 13D Amendment No. 3 to Schedule 13D

UNITED STATES

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. 3)*

GUIDELINE, INC.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

401716105

(CUSIP Number)

Marlin Equities, LLC

555 Theodore Fremd Avenue, Suite B-302

Rye, New York 10580

Attn: Martin E. Franklin

(914) 967-9400

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 28, 2007

(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(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).

SCHEDULE 13D

CUSIP No. 317718302

Page 2 of 7 Pages


1		NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Marlin Equities, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3		SEC USE ONLY
4		SOURCE OF FUNDS* N/A
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


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 1,337,874
		8 SHARED VOTING POWER 0
		9 SOLE DISPOSITIVE POWER 1,337,874
		10 SHARED DISPOSITIVE POWER 0


11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,337,874
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.2%
14		TYPE OF REPORTING PERSON* OO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

SCHEDULE 13D

CUSIP No. 317718302

Page 3 of 7 Pages


1		NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Martin E. Franklin
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3		SEC USE ONLY
4		SOURCE OF FUNDS* N/A
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 Kingdom


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 5,000
		8 SHARED VOTING POWER 1,337,874
		9 SOLE DISPOSITIVE POWER 5,000
		10 SHARED DISPOSITIVE POWER 1,337,874


11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,342,874
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.2%
14		TYPE OF REPORTING PERSON* IN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

SCHEDULE 13D

CUSIP No. 317718302

Page 4 of 7 Pages


1		NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Ian G.H. Ashken
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3		SEC USE ONLY
4		SOURCE OF FUNDS* N/A
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 Kingdom


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 73,218
		8 SHARED VOTING POWER 1,337,874
		9 SOLE DISPOSITIVE POWER 73,218
		10 SHARED DISPOSITIVE POWER 1,337,874


11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,411,092
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.5%
14		TYPE OF REPORTING PERSON* IN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

This Amendment No. 3 to Schedule 13D (“Amendment No. 3”) amends the initial statement on Schedule 13D, filed December 3, 2001, as amended (the “Schedule 13D”) of Marlin Equities, LLC, Martin E. Franklin, and Ian G.H. Ashken. Capitalized terms used in this Amendment No. 3 but not otherwise defined herein have the meanings ascribed to them in the Schedule 13D.

Information contained in this statement is as of the date hereof, unless otherwise expressly provided herein. Unless set forth below, all previous items are unchanged.

Item 4.

Purpose of Transaction.

Item 4 of the Schedule 13D is amended by adding the following after the second paragraph and prior to the last paragraph of such item:

On June 28, 2007, infoUSA Inc., a Delaware corporation (“infoUSA”) announced that it had entered into an Agreement and Plan of Merger (the “Merger Agreement”), dated as of June 28, 2007, by and among infoUSA, Knickerbocker Acquisition Corp., a New York corporation and wholly-owned subsidiary of infoUSA (“Purchaser”), and the Issuer. Pursuant to the Merger Agreement, Purchaser will commence a cash tender offer to acquire (i) all of the issued and outstanding shares of Common Stock at a price of $1.35 per share, in cash and (ii) all of the issued and outstanding shares of Series A Preferred Stock, par value $0.0001 per share, of the Issuer (the “Preferred Stock” and, along with the Common Stock, the “Shares”), at a price equal to the liquidation preference of $1.50 per share and accrued dividends thereon, in cash (the “Offer”). Following completion of the Offer, Purchaser will be merged with and into the Issuer, with the Issuer becoming a wholly-owned subsidiary of infoUSA (the “Merger”). In the Merger, all Shares not tendered to Purchaser in the Offer will be converted into the right to receive the cash amount payable in the Offer without interest. The Offer and the Merger are subject to the satisfaction of customary closing conditions, including there being validly tendered at least 66 2/3% of the outstanding Shares on a fully-diluted basis.

Concurrently with the execution of the Merger Agreement, Marlin and Mr. Franklin, in their capacities as shareholders of Issuer, entered into a shareholder support agreement, dated as of June 28, 2007, among infoUSA, Purchaser and certain other shareholders of the Issuer (the “Shareholder Support Agreement”). The purpose of the Shareholder Support Agreement is to facilitate the consummation of the transactions contemplated by the Merger Agreement. infoUSA and Purchaser made the execution of the Shareholder Support Agreement a condition to entering into the Merger Agreement, but Marlin and Mr. Franklin did not otherwise receive any consideration from infoUSA and Purchaser as an inducement to enter into the Shareholder Support Agreement.

The Shareholder Support Agreement applies to all securities of Issuer beneficially owned by Marlin and Mr. Franklin as of the date of the Shareholder Support Agreement or acquired thereafter, including any shares of Common Stock issuable pursuant to restricted stock awards or upon exercise of options and warrants held by Marlin or Mr. Franklin. Under the Shareholder Support Agreement, Marlin and Mr. Franklin have

agreed to vote all of their Shares in favor of approval and adoption of the Merger Agreement, against any proposal or transaction which could prevent or delay the consummation of the Merger, and against any corporate action which would frustrate the purposes of, or prevent or delay the consummation of, the Merger. The Shareholder Support Agreement prohibits Marlin and Mr. Franklin from directly or indirectly soliciting, initiating, encouraging, or taking any other action intended to facilitate or with the reasonably foreseeable effect of facilitating, a competing proposal to acquire more than 10% of the Issuer’s assets or capital stock, participating in any discussions or negotiations regarding any such competing proposal, furnishing any information that would facilitate or have the reasonably foreseeable effect of facilitating any such competing proposal, or entering into any agreement regarding or otherwise endorsing any such competing proposal.

The Shareholder Support Agreement also includes the grant of a proxy by Marlin and Mr. Franklin to Purchaser to enable Purchaser to direct the voting of all Shares subject thereto with respect to the Merger and related matters. Under the Shareholder Support Agreement, Marlin and Mr. Franklin are also prohibited from transferring any of the Issuer’s securities, except that under certain circumstances and subject to certain limitations.

The Shareholder Support Agreement terminates automatically, without any notice or other action by any party, upon the earliest to occur of (i) tender and acceptance of the Shares pursuant to the Offer, (ii) the consummation of the Merger, or (iii) the termination of the Merger Agreement. Marlin and Mr. Franklin will also have the right to terminate the Shareholder Support Agreement immediately following (x) any change in the nature of the consideration payable in the Offer or the Merger, (y) any decrease in consideration payable in the Offer or the Merger or (z) any increase in the consideration payable the Shareholders for the Shares that is not made equally available to holders of all shares of the Issuer’s capital stock of the same class or series.

Item 5.

Interest in Securities of the Issuer.

Items 5 (a) and (b) of the Schedule 13D are deleted in their entirety and replaced with the following:

(a) Marlin beneficially owns 1,337,874 shares of Common Stock (including 105,556 shares of Common Stock issuable upon exercise of certain warrants held by Marlin) (the “Marlin Shares”) or approximately 6.2% of the outstanding shares of Common Stock. Messrs. Franklin and Ashken, as the sole members and managers of Marlin, may be deemed to beneficially own the Common Stock beneficially owned by Marlin.

Mr. Franklin beneficially owns 1,342,874 shares of Common Stock (including 1,337,874 shares of Common Stock beneficially owned by Marlin and options to purchase 5,000 shares of Common Stock) (the “Franklin Shares”) or approximately 6.2% of the outstanding shares of Common Stock.

Mr. Ashken beneficially owns 1,411,092 shares of Common Stock (including 1,337,874 shares of Common Stock beneficially owned by Marlin) (the “Ashken Shares”) or approximately 6.5% of the outstanding Common Stock.

The percentage of Common Stock reported as beneficially owned by Marlin is based upon 21,604,034 shares outstanding (the “Base Sum”), which consists of the sum of (i) 21,165,145 shares outstanding as at June 28, 2007 as represented by Issuer in the Merger Agreement, (ii) 333,333 shares of Series A Preferred Stock outstanding entitled to voting power equivalent to an aggregate of 333,333 shares of Common Stock, and (iii) 105,556 shares of Common Stock issuable upon exercise of certain warrants to purchase Common Stock held by Marlin. The percentage of Common Stock reported as beneficially owned by Mr. Franklin is based upon 21,609,034 shares outstanding, which consists of the sum of (i) the Base Sum and (ii) 5,000 shares of Common Stock issuable upon the exercise of his options to purchase Common Stock. The percentage of Common Stock reported as beneficially owned by Mr. Ashken is based upon 21,604,034 shares outstanding, which consists of the Base Sum.

(b) Marlin has the sole power to direct the vote and to direct the disposition of the interest in the Marlin Shares. Messrs. Franklin and Ashken, as the sole members and managers of Marlin, may be deemed to share the power to direct the vote of, or disposition of, the Marlin Shares. Messrs. Franklin and Ashken disclaim beneficial ownership over any of the Marlin Shares.

Other than the Marlin Shares, Mr. Franklin has the sole power to direct the vote and to direct the disposition of the interest in the Franklin Shares and Mr. Ashken and Marlin disclaim beneficial ownership over such portion of the Franklin Shares.

Other than the Marlin Shares, Mr. Ashken has the sole power to direct the vote and to direct the disposition of the interest in the Ashken Shares and Mr. Franklin and Marlin disclaim beneficial ownership over such portion of the Ashken Shares.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to the Securities of the Issuer.

Item 6 of the Schedule 13D is amended by adding the following to the end of such item:

The information set forth, or incorporated by reference, in Items 3 through 5 of this statement is hereby incorporated by reference in this Item 6 as though set forth fully herein. To the Reporting Persons’ knowledge, except as otherwise described in this Schedule 13D, there are no contracts, arrangements, understandings or relationships among the person named in Item 2 above, and between any such persons and any other person, with respect to any securities of the Issuer, including but not limited to, transfer or voting of any of the securities of the Issuer, joint ventures, loan or option

arrangements, puts or calls, guarantees or profits, division of profits or loss, or the giving or withholding of proxies, or a pledge or contingency the occurrence of which would give another person voting power over the securities of the Issuer.

Item 7.

Material to be Filed as Exhibits.

The following documents are filed as exhibits:

1.	Agreement and Plan of Merger, dated June 28, 2007, by and among infoUSA Inc., Knickerbocker Acquisition Corp. and Guideline, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of infoUSA Inc. filed July 5, 2007).

Shareholder Support Agreement, dated June 28, 2007, by and between infoUSA Inc., Knickerbocker Acquisition Corp., Petra Mezzanine Fund, Wynnefield Partners Small Cap Value, L.P., Wynnefield Partners Small Cap Value, L.P. I, Wynnefield Small Cap Value Offshore Fund, Ltd., Channel Partnership II, L.P., Marlin Equities, LLC, Martin Franklin, Mark Litvinoff, Douglas House, Peter Hooper, and Andrew Garvin (incorporated by reference to Exhibit 2.4 to the Current Report on Form 8-K of infoUSA Inc. filed July 5, 2007).

SIGNATURE

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.

Date: July 13, 2007


		MARLIN EQUITIES, LLC

By:		/s/ Martin Franklin
		Martin E. Franklin, Member

		/s/ Martin Franklin
		Martin E. Franklin

		/s/ Ian Ashken
		Ian G.H. Ashken

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