8-K

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 7, 2003 (February 6, 2003)

Hoover's, Inc.
(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation)	000-26097 (Commission File Number)	74-2559474 (IRS Employer Identification No.)
5800 Airport Blvd., Austin, Texas (Address of principal executive offices)		78752 (Zip Code)

Registrant's telephone number, including area code: (512) 374-4500

(Former name or former address, if changed since last report)

Item 5. Other Events.

        On February 6, 2003, the Board of Directors of Hoover's, Inc. ("Hoover's") received a letter from Austin Ventures and Marathon Partners, L.P. regarding the acquisition of up to all of the outstanding common stock of Hoover's for an all-cash purchase price of $8.00 per share. The letter is filed an exhibit to this report.

        A press release regarding this letter is filed as an exhibit to this report.

Item 7. Financial Statements and Exhibits.

(c)

Exhibits.



99.1

Letter dated February 6, 2003.



99.2

Press Release dated February 7, 2003.

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SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: February 7, 2003	HOOVER'S, INC.
	/s/  JEFFREY R. TARR Jeffrey R. Tarr Chief Executive Officer and President

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INDEX TO EXHIBITS

Exhibit Number	Description of Document
99.1	Letter dated February 6, 2003.
99.2	Press Release dated February 7, 2003.

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Item 5. Other Events.
Item 7. Financial Statements and Exhibits.

SIGNATURES
INDEX TO EXHIBITS

EX-99.1

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Exhibit 99.1

        February 6, 2003

Via Facsimile and Hand Delivery
To the Board of Directors of Hoover's, Inc.
c/o Mr. Jeffrey Tarr,
Chairman and Chief Executive Officer
Hoover's, Inc.
5800 Airport Boulevard
Austin, Texas 78752

Dear Mr. Tarr:

        Austin Ventures and Marathon Partners, L.P., through an acquisition company to be formed, are pleased to offer to acquire up to all of the outstanding common stock of Hoover's Inc. ("Hoover's") for an all-cash purchase price of $8.00 per share.

        Founded in 1979, Austin Ventures is a private venture capital firm with over $2.4 billion in committed capital. We, through Austin Ventures VII and Austin Ventures VIII and through several of our limited partners, are highly confident that we would have the resources necessary to consummate the transaction.

        Marathon Partners, L.P. ("Marathon") is a New York limited partnership focusing on opportunistic value based investments. Mr. Mario Cibelli is the managing member of Marathon's general partner. Marathon owns 1,375,000 shares of Hoover's common stock, while Mr. Cibelli may be deemed to beneficially own 1,479,461 shares of Hoover's common stock (inclusive of Marathon's shares).

        We are prepared to immediately begin conducting confirmatory due diligence which we anticipate would be complete on or about Wednesday, February 12, 2003, provided that Hoover's promptly responds to this offer, allows us to have discussion with management and grants us access to reasonably requested information, as it is authorized to do under the D&B Merger Agreement upon receipt of a superior proposal. To facilitate this, we are prepared to execute, as required by the D&B Merger Agreement, a confidentiality agreement that is substantially the same as the existing confidentiality agreement you have entered into with Dun & Bradstreet.

        We will cooperate with Hoover's and use our reasonable best efforts to negotiate, draft and execute a definitive acquisition agreement as promptly as practicable. To expedite this process, we currently anticipate that the definitive acquisition agreement will have substantially the same terms as the D&B Merger Agreement. The successful negotiation of the definitive acquisition agreement and completion of due diligence are prerequisites to the proposal.

        We believe our offer of $8.00 per share clearly provides superior value compared to Dun & Bradstreet's offer of $7.00 per share and is in the best interests of Hoover's stockholders and other constituencies, including management. We are favorably impressed with Hoover's management team and would expect your current management to remain in place with management's current investment in Hoover's to continue after the closing.

        Finally, we trust that Hoover's will not take any action that would interfere with the ability of its stockholders to receive the maximum value for their shares. We look forward to hearing from you promptly, and if you have any questions relating to our offer, please do not hesitate to contact either Mr. Ken DeAngelis of Austin Ventures by telephone at 512.485.1900 or by e-mail at KDeAngelis@austinventures.com or Mr. Mario Cibelli of Marathon Partners, L.P. by telephone at 212.490.4400 or by e-mail at Mario@marathonpartners.com.

Very truly yours,
AUSTIN VENTURES
By:	/s/ KEN DEANGELIS
MARATHON PARTNERS, L.P.
By:	Cibelli Capital Management, LLC         its general partner
By:	/s/ MARIO CIBELLI Mario Cibelli, Managing Member

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Exhibit 99.1

EX-99.2

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Exhibit 99.2

Hoover's Announces
Receipt of Letter Regarding Possible Acquisition of Shares

AUSTIN, Texas, February 7, 2003—Hoover's, Inc. (NASDAQ: HOOV) announced today that it had received a letter from Austin Ventures and Marathon Partners, L.P. proposing to acquire up to all of the outstanding shares of Hoover's for $8.00 per share in cash. Hoover's board of directors will be considering such letter in accordance with the terms of the merger agreement between Hoover's and D&B.

A copy of the letter is attached as an exhibit to a Form 8-K being filed by Hoover's with the SEC.

About Hoover's, Inc. - The Business Information Authority^sm

Hoover's, Inc. (NASDAQ: HOOV) is a leading provider of business information. Hoover's publishes authoritative information on public and private companies worldwide, and provides industry and market intelligence that helps sales, marketing and business development professionals and senior-level executives get the global intelligence they need to grow their businesses. This information, along with advanced searching tools, is available through Hoover's Online(TM) (www.hoovers.com), the company's premier online service. Hoover's business information is also available through corporate intranets and distribution agreements with licensees, as well as via print and CD-ROM products from Hoover's Business Press.

CONTACTS:
David Lilly
Kekst and Company
Public Relations
212-521-4878

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Exhibit 99.2