SC TO-C

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO-C

(Rule 14d-100)

TENDER OFFER STATEMENT

UNDER SECTION 14(d)(1) OR 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

ACXIOM CORPORATION

(Name of Subject Company (Issuer))

VA PARTNERS, LLC

(Names of Filing Person (Offeror))

COMMON STOCK, PAR VALUE $0.10 PER SHARE

(Title of Class of Securities)

005 125 109

(CUSIP Number of Class of Securities)

Allison Bennington

ValueAct Capital

435 Pacific Avenue, Fourth Floor

San Francisco, CA 94133

(415) 362-3700

(Name, Address and Telephone Number of Person Authorized

to Receive Notices and Communications on Behalf of Filing Persons)

Copies to:

Christopher G. Karras, Esq.

Dechert LLP

Cira Centre

2929 Arch Street

Philadelphia, Pennsylvania 19104-2808

(215) 994-4000

x Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

x Third-party tender offer subject to Rule 14d-1

¨ Issuer tender offer subject to Rule 13e-4.

¨ Going-private transaction subject to Rule 13e-3.

¨ Amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨

Copies of various soliciting materials are filed herewith as Exhibit 1. Such materials are in the process of being posted to http://www.changeatacxiom.com.

ADDITIONAL INFORMATION

On May 15, 2006, VA Partners, LLC, ValueAct Capital Master Fund, L.P., ValueAct Capital Management, L.P., ValueAct Capital Management, LLC, Jeffrey W. Ubben, George F. Hamel, Jr., Peter H. Kamin, Louis J. Andreozzi and J. Michael Lawrie (collectively, the “Participants”) filed a preliminary proxy statement with the Securities and Exchange Commission with respect to the election of Jeffrey W. Ubben, Louis J. Andreozzi and J. Michael Lawrie to the Board of Directors of Acxiom Corporation at the 2006 Annual Meeting of Stockholders of Acxiom Corporation.

THE PARTICIPANTS STRONGLY ADVISE ALL STOCKHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE FOR FREE ON THE SECURITIES AND EXCHANGE COMMISSION’S WEB SITE AT WWW.SEC.GOV OR FROM THE PARTICIPANTS C/O GEORGESON INC., 17 STATE STREET, 10TH FLOOR, NEW YORK, NY 10004, TOLL FREE: (866) 316-4262.

INFORMATION REGARDING THE PARTICIPANTS AND THEIR DIRECT OR INDIRECT INTERESTS IS AVAILABLE IN THEIR SCHEDULE 13D INITIALLY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 20, 2005, AS SUBSEQUENTLY AMENDED ON FEBRUARY 23, 2005, MARCH 16, 2005, MAY 4, 2005, JUNE 3, 2005, JULY 12, 2005, JULY 13, 2005, SEPTEMBER 27, 2005, OCTOBER 18, 2005, OCTOBER 21, 2005, MARCH 31, 2006, MAY 15, 2006 AND JUNE 21, 2006.

THIS COMMUNICATION IS NOT AN OFFER TO PURCHASE OR THE SOLICITATION OF AN OFFER TO SELL ANY COMMON STOCK. THE SOLICITATION AND OFFER TO PURCHASE COMMON STOCK WILL BE MADE, IF AT ALL, PURSUANT TO AN OFFER TO PURCHASE AND RELATED MATERIALS THAT WOULD BE FURNISHED TO STOCKHOLDERS AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. IF THESE MATERIALS ARE FURNISHED TO STOCKHOLDERS, STOCKHOLDERS SHOULD READ THEM CAREFULLY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF THE OFFER. IN SUCH EVENT, STOCKHOLDERS WILL BE ABLE TO OBTAIN THE OFFER TO PURCHASE AND RELATED MATERIALS FOR FREE ON THE SECURITIES AND EXCHANGE COMMISSION’S WEB SITE AT WWW.SEC.GOV OR FROM THE PARTICIPANTS C/O GEORGESON INC., 17 STATE STREET, 10TH FLOOR, NEW YORK, NY 10004, TOLL FREE: (866) 316-4262.

EX-1

Note:

1  Comparables composite includes the following six companies identified by Acxiom on slide 9 of its investor briefing filed with the Securities and Exchange Commission on

July 11, 2006 on Form 8-K, which slide is entitled, “Acxiom Share Price has Outperformed Market Indices and Peers Over Past 3 Years”: Dun & Bradstreet, Fair Isaac,

Harte-Hanks, Equifax, InfoUSA

and Choicepoint

(the “Acxiom Comps”)

Source:

FactSet. Permission to use these figures on this website was neither sought nor obtained.

5 Year Return

Return Since

1

st

Offer

6/1/00 – 6/3/05

6/3/05 – 7/28/06

Comparables1

96.3%

(7.4)%

Acxiom

(38.7)%

35.0%

NASDAQ

(42.2)%

1.1%

S&P 500

(17.4)%

6.9%

Indexed Stock Price Performance

--

50.0

100.0

150.0

200.0

250.0

6/1/00

8/24/01

11/17/02

2/9/04

5/4/05

7/28/06

Acxiom

Corp.

Comparables Composite

¹

NASDAQ

S&P 500

06/03/2005:

VAC announces 1st

offer for $23 per share

10/24/2005 :

VAC announces 2nd

offer for $25 per share

06/21/2006 :

$25 per share cash

tender for up to 7 mm

shares if VAC's

Board

nominees are elected

Acxiom’s

ROIC on par with IT management / outsourcing providers despite

only 25% of sales from this segment.

According

to

Acxiom’s

financial

statements

for

years

2001

through

2005,

approximately

75%

of

Acxiom’s

revenues

are

derived

from

database

marketing

services,

and

approximately

25%

of

revenues

are

derived

from

outsourcing/IT

management

services.

As

indicated

in

the

graphs

below,

the

database

marketing

services

peer

group

generates

returns

on

invested

capital

(ROIC)

that

are

substantially

higher

than

the

IT

management/outsourcing

peer

group.

If

Acxiom

generated returns-on-

investment

similar

to

its

peers

in

the

database

marketing

services

sector,

where

it

earns

the

vast

majority

of

its

revenue,

we

believe

that

its

consolidated

ROIC

would

be

substantially

higher

than

it

has

been

during

the

past

five

years.

As

the

two

graphs

below

indicate,

over

the

past

five

years,

Acxiom’s

capital

spending

as

a

percentage

of

revenue

and

returns

on

invested

capital

more

closely

resemble

its

peers

in

the

IT

management

services

sector

even

though

only

25%

of

its

revenues

are

derived

from

those

business

lines.

Low

Returns

on

Invested

Capital

4

Excess Spending Results In

Notes:

1

Database

Marketing

Services

include

the

Acxiom

Comps:

Dun

&

Bradstreet,

Fair

Isaac,

Harte-Hanks,

Equifax,

infoUSA,

and

ChoicePoint

2

IT

Management

includes

the

following

companies

which

are

covered

by

research

analysts

at

Deutsche

Bank

under

the

IT

Management

Services

category:

Unisys,

Keane,

Accenture

(12

mos.

ending

11/30

data

used

as

proxy

for

CY

data

and

12

mos.

ending

2/28

used

as

proxy

for

LTM

3/31/06),

Computer

Sciences

Corp.,

Affiliated

Computer

Services,

and

Electronic

Data

Systems.

Deutsche

Bank

also

includes

Cognizant

Tech

Solutions

and

Wipro

Ltd

in

its

IT

Management

Services

category,

but

these

two

companies

have

not

been

included

here,

as

they

operate

with

a

fundamentally

different

business

model

to

Acxiom,

comprised

of

a

100% offshore delivery

mechanism and therefore have far different margin and growth characteristics. VAC has no relationship with Deutsche Bank other than the purchase of research and limited trade execution

3

Includes

purchased

software

licenses,

capital

expenditures,

deferral

of

costs

and

non-cash

PP&E

under

capital

leases

4

Defined

as

net

operating

profit

after

tax

divided

by

the

sum

of

average

debt

and

average

shareholders’

equity

over

the

period

Capital Spending as % of Revenue

Returns on Invested Capital

4

Source:

Company

filings

and

Capital

IQ.

Database

Marketing

and

IT

Management

composites

include

companies

viewed

as

comparable

to

Acxiom

by

publicly

available

research

and

Acxiom.

Permission

to

use

these

figures

on

this

website

was

neither

sought

nor

obtained.

12.3%

8.0%

13.1%

15.2%

2.7%

2.6%

2.9%

3.0%

3.4%

4.0%

6.0%

5.5%

5.7%

5.5%

5.2%

5.1%

13.8%

14.8%

--

5.0%

10.0%

15.0%

20.0%

CY 2001

CY 2002

CY 2003

CY 2004

CY 2005

LTM

3/31/06

Database Marketing Services

¹

IT Management ²

Acxiom³

18.4%

0.9%

6.9%

5.1%

8.0%

21.6%

23.9%

23.9%

22.3%

22.1%

23.0%

11.0%

14.8%

15.9%

12.0%

12.5%

7.1%

8.3%

--

5.0%

10.0%

15.0%

20.0%

25.0%

CY 2001

CY 2002

CY 2003

CY 2004

CY 2005

LTM

3/31/06

Database Marketing Services ¹

IT Management ²

Acxiom

Historical EBIT Margins¹

Notes:

1

Adjusted for non-recurring items

2

Database Marketing Services include the Acxiom Comps: Dun & Bradstreet, Fair Isaac, Harte-Hanks, Equifax, infoUSA, and ChoicePoint

3

IT

Management

includes

the

following

companies

which

are

covered

by

research

analysts

at

Deutsche

Bank

under

the

IT

Management

Services

category:

Unisys,

Keane,

Accenture

(12

mos.

ending

11/30

data

used

as

proxy

for

CY

data

and

12

mos.

ending

2/28

used

as

proxy

for

LTM

3/31/06),

Computer

Sciences

Corp.,

Affiliated

Computer

Services,

and

Electronic

Data

Systems.

Deutsche

Bank

also

includes

Cognizant

Tech

Solutions

and

Wipro

Ltd

in

its

IT

Management

Services

category,

but

these

two

companies

have

not

been

included

here,

as

they

operate

with

a

fundamentally

different

business

model

to

Acxiom,

comprised

of

a

100%

offshore

delivery

mechanism

and

therefore

have

far

different

margin

and

growth

characteristics.

VAC

has

no

relationship

with

Deutsche

Bank

other

than

the

purchase

of

research

and

limited

trade

execution

Acxiom’s consolidated EBIT margins closer to IT management /

outsourcing providers despite only 25% of sales from this segment.

Source:

Company filings and Capital IQ. Database Marketing and IT Management composites include companies viewed as comparable to Acxiom

by publicly available research and Acxiom. Permission to use

these figures on this website was neither sought nor obtained.

1.6%

20.4%

22.9%

22.8%

22.0%

22.5%

22.8%

6.4%

7.7%

7.7%

6.6%

7.7%

8.7%

11.1%

9.5%

10.9%

7.8%

10.6%

--

5.0%

10.0%

15.0%

20.0%

25.0%

CY 2001

CY 2002

CY 2003

CY 2004

CY 2005

LTM 3/31/06

Database Marketing Services ²

IT Management ³

Acxiom

FY2004A –

FY2006A Revenue Bridge

Notes:

1

Represents

average

of

organic

revenue

growth

(revenue

adjusted

for

material

acquisitions,

divestitures,

and

foreign

currency

effects)

for

the

Acxiom

Comps:

Dun

&

Bradstreet,

Fair

Isaac,

Harte-Hanks

(excluding

“Shoppers”

segment),

infoUSA,

and

ChoicePoint.

Equifax

is

excluded

due

to

insufficient

data

2

Increase

of

$128.5

million

is

primarily

attributable

to

the

acquisitions

of

Claritas

Europe

and

Consodata

per

2006

10K,

p.

F-4

3

Acquisition

of

Digital

Impact,

Inc.,

InsightAmerica,

Inc.,

and

Smart

DM

Holdings

Inc.

4

Company

consolidated

IT

management

with

US

Services

and

Data

in

FY2006.

For

comparison

purposes,

FY2006

information

is

presented

consistently

with

the

FY2005

segment

reporting

assuming

the

same

level

of

intercompany

eliminations

of

$17

million

FY06 core US Services & Data growth slips to 1.3%.  IT management

and acquisitions drive sales growth.

Source:

Company

filings.

Permission

to

use

these

figures

on

this

website

was

neither

sought

nor

obtained.

Internal Growth

Internal Growth

vs.

vs.

Acxiom

Comparables

Revenue

YoY

Growth

Internal Growth¹

Total FY2004 Revenue

$1,010.8

FY2004 US Services & Data Revenue

$688.6

Growth:

US Services & Data: Internal Growth

46.7

6.8%

5.1%

FY2005 Total US Services & Data Revenue

$735.3

6.8%

International Services

& Data²

212.5

152.9%

IT Management Services

292.2

16.2%

Intercompany

Eliminations

(17.0)

Total FY2005 Revenue

$1,223.0

21.0%

FY2005 US Services & Data Revenue

$735.3

Growth:

Acquisition Growth

³

66.2

9.0%

US Services & Data: Internal Growth

9.9

1.3%

5.2%

FY2006 Total US Services & Data Revenue

$811.4

10.3%

International Services & Data

184.9

(13.0%)

IT Management Services

353.3

20.9%

Intercompany

Eliminations

4

(17.0)

Total FY2006 Revenue

$1,332.6

9.0%