8-K

UNITED STATES
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): June 3, 2004

infoUSA Inc.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation)

0-19598 (Commission File Number)	47-0751545 (I.R.S. Employer Identification No.)
5711 South 86th Circle Omaha, Nebraska (Address of Principal Executive Offices)	68127 (Zip Code)

(402) 593-4500
(Registrant’s telephone number, including area code)

TABLE OF CONTENTS

	ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
	ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Press Release

ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.

     As previously reported, on April 29, 2004, infoUSA Inc. (“infoUSA”), a Delaware corporation, announced that it had entered into an Agreement and Plan of Merger (the “Merger Agreement”), dated April 29, 2004, by and among OneSource Information Services, Inc., a Delaware corporation (“OneSource”), OSIS Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of infoUSA (the “Purchaser”), and infoUSA Inc. On May 6, 2004, pursuant to the Merger Agreement, the Purchaser and infoUSA commenced a cash tender offer to acquire all of the issued and outstanding shares of common stock of OneSource, par value $0.01 per share (the “Shares”), at a price of $8.85 per Share in cash (the “Offer”). The details of the Offer were disclosed in the Offer to Purchase of infoUSA and the Purchaser and the related materials filed with the Securities and Exchange Commission on May 6, 2004.

     On June 4, 2004, infoUSA announced the successful completion of the Offer by the Purchaser. The Offer expired at 12:00 midnight, New York City time on Thursday, June 3, 2004, at which time 11,424,785 Shares, or approximately 97.5%, of all issued and outstanding Shares had been validly tendered and not properly withdrawn, excluding 11,697 Shares tendered pursuant to procedures for guaranteed delivery. Payment is being made by Wells Fargo Bank, N.A., the depositary for the Offer, for all Shares validly tendered and not properly withdrawn prior to the expiration of the Offer.

     On June 10, 2004, infoUSA issued a press release announcing the completion of the merger contemplated by the Merger Agreement, in which the Purchaser merged with and into OneSource, with OneSource surviving as a wholly-owned subsidiary of infoUSA (the “Merger”). The press release is attached hereto as an Exhibit and incorporated by reference herein. The Merger was effective upon the filing of a Certificate of Ownership and Merger with the Delaware Secretary of State on June 9, 2004 (the “Effective Time”). Trading in the Shares on the Nasdaq National Market was permanently halted and the Shares will no longer be listed on the Nasdaq National Market. At the Effective Time, Shares owned by the remaining stockholders of OneSource were converted into the right to receive $8.85 net in cash, without interest, subject to the rights of such stockholders to exercise appraisal rights. Pursuant to the Merger Agreement, the directors and officers of the Purchaser became the directors and officers of OneSource as the surviving corporation.

     The aggregate consideration payable for all Shares tendered in the Offer and in connection with the consummation of the Merger is approximately $106 million. infoUSA and the Purchaser obtained the necessary funds by drawing on a financing commitment from Wells Fargo Bank, N.A. Following the Merger, OneSource became a wholly-owned subsidiary of infoUSA.

     This description of the Offer, the Merger and the Merger Agreement and the transactions contemplated thereby is qualified in its entirety by reference to the full text of the Merger Agreement, which is attached hereto as an Exhibit and is incorporated herein by reference.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

(a) Financial statements of businesses acquired.

     Financial information relating to the acquisition required by this item will be filed as soon as practicable but in no event later than sixty (60) days after the filing of this report.

(b) Pro forma financial information.

     Financial information relating to the acquisition required by this item will be filed as soon as practicable but in no event later than sixty (60) days after the filing of this report.

(c) Exhibits.

The following are filed as Exhibits to this Report:

Exhibit No.	Description of Exhibit
2.1	Agreement and Plan of Merger, dated as of April 29, 2004, by and among OneSource Information Services, Inc., OSIS Acquisition Corp. and infoUSA Inc. (incorporated by reference to Exhibit No. 2.1 to infoUSA’s Current Report on Form 8-K filed with the SEC on April 29, 2004)
99.1	Press Release issued by infoUSA on June 10, 2004. Any Internet addresses provided in this release are for information purposes only and are not intended to be hyperlinks. Accordingly, no information in any of these Internet addresses is included herein.

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, thereunto duly authorized.

Date: June 10, 2004	infoUSA Inc.
	By:	/s/ Raj Das
		Raj Das, Chief Financial Officer

Exhibit Index to Current Report on Form 8-K

Exhibit No.	Description of Exhibit
2.1	Agreement and Plan of Merger, dated as of April 29, 2004, by and among OneSource Information Services, Inc., OSIS Acquisition Corp. and infoUSA Inc. (incorporated by reference to Exhibit No. 2.1 to infoUSA’s Current Report on Form 8-K filed with the SEC on April 29, 2004)
99.1	Press Release issued by infoUSA on June 10, 2004. Any Internet addresses provided in this release are for information purposes only and are not intended to be hyperlinks. Accordingly, no information in any of these Internet addresses is included herein.

EX-99.1

Exhibit 99.1

infoUSA Completes OneSource Acquisition

     OMAHA, NE, June 10, 2004 — infoUSA Inc. (NASDAQ: IUSA), today announced the completion of its acquisition of OneSource Information Services, Inc. (“OneSource”). OneSource became a wholly-owned subsidiary of infoUSA effective immediately upon filing of the Certificate of Ownership and Merger with the Delaware Secretary of State on June 9, 2004. As a result of the acquisition, OneSource shares will no longer be listed on the Nasdaq National Market.

     At the effective time of the acquisition, all shares of OneSource common stock not tendered in the earlier tender offer were canceled and converted into the right to receive $8.85 net in cash, without interest, subject to the rights of the holders of the shares to exercise appraisal rights. infoUSA will contact the remaining OneSource stockholders by mail with information on how to receive payment for their OneSource shares not tendered in the tender offer.

About infoUSA

     infoUSA (www.infoUSA.com), founded in 1972, is the leading provider of business and consumer information products, database marketing services, data processing services and sales and marketing solutions. Content is the essential ingredient in every marketing program, and infoUSA has the most comprehensive data in the industry, and is the only company to own a proprietary database of 250 million consumers and 14 million businesses under one roof. The infoUSA database powers the directory services of the top Internet traffic-generating sites, including Yahoo! (Nasdaq:YHOO) and America Online (NYSE: TWX). Nearly 3 million customers use infoUSA’s products and services to find new customers, grow their sales, and for other direct marketing, telemarketing, customer analysis and credit reference purposes. infoUSA headquarters are located at 5711 S. 86th Circle, Omaha, NE 68127 and infoUSA’s management can be contacted at (402) 593-4500.

About OneSource Information Services, Inc.

     OneSource, a recognized leader in business information solutions, delivers unparalleled company, executive, and industry intelligence that make business professionals more effective and productive in completing their critical daily tasks. OneSource products and services support a company’s vital business processes including serving their customers, finding and leveraging new opportunities, and managing suppliers and partners.

     OneSource combines and organizes content from over 2,500 information sources supplied by more than 30 world-class content providers, creating an unequalled information resource encompassing corporate families, industries, executives, financials, news, analyst reports, and trade and business press articles. Using its Global Business TaxonomyTM system, OneSource links this in-depth information on over 1.7 million companies worldwide resulting in the most extensive company-linked repository of business information in the world.

     Users of OneSource products work faster, smarter, and more productively, whether leveraging OneSource business information through the Web-based OneSource Business BrowserSM product line or through enterprise applications or portals integrated seamlessly via the OneSource AppLinkSM software development kit. To help customers link the OneSource Enhanced Information WarehouseTM repository into their preferred enterprise applications, OneSource provides consulting and integration services.

     OneSource is headquartered in Concord, MA, with offices located in North America, Europe, and the Pacific Rim. Product information is available at www.onesource.com. Customers include Bank One, Chubb, Citigroup, Cisco, Deloitte & Touche, HP, i2 Technologies, Orange, Royal & SunAlliance, SAS Institute, and Sun Microsystems.

     OneSource, Business Browser, Global Business Taxonomy, AppLink, Enhanced Information Warehouse and/or other OneSource product and service names referenced herein are either trademarks or service marks or registered trademarks or service marks of OneSource Information Services, Inc. or its subsidiaries in the United States and/or other countries. All other product and service names mentioned herein are trademarks or service marks of their respective owners.

Forward-Looking Statements

     Statements in this announcement regarding infoUSA other than historical data and information constitute forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those stated or implied by such forward-looking statements. The potential risks and uncertainties include, but are not limited to, risks associated with recent changes in senior management, the successful integration of recent and future acquisitions, fluctuations in operating results, failure to successfully carry out our Internet strategy or to grow our Internet revenue, effects of leverage, changes in technology and increased competition. More information about potential factors that could affect infoUSA’s business and financial results is included in infoUSA’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003 which is on file with the Securities and Exchange Commission.

infoUSA Inc. Investor Contact:		Laurel Gottesman (402-593-4535)
		infoUSA Inc.
		fax: 402-339-0265
		laurel.gottesman@infousa.com
infoUSA Inc. Media Contact:		Vinod Gupta (402-596-8900)
		infoUSA Inc.
		fax: 402-339-0265
		vin.gupta@infousa.com
	or:	Raj Das (402-593-4517)
		infoUSA Inc.
		fax: 402-339-0265
		raj.das@infousa.com