SEC Info - Acxiom Corp - ‘424B2’ on 5/17/99

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Acxiom Corp – ‘424B2’ on 5/17/99

As of: Monday, 5/17/99 · Accession #: 733269-99-20 · File #: 333-72135

  As Of                Filer                Filing    For·On·As Docs:Size

 5/17/99  Acxiom Corp                       424B2                  1:1.7M

Prospectus — Rule 424(b)(2)
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 424B2       Computer Graphics                                    635   2.78M

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Accounting Treatment Accounting Treatment of the Merger Acquired Companies Acquired Companies Selected Unaudited Historical Financial Data, The Acquired Companies' Stock and Dividend Information Acquisition Agreement Acquisition Proposals Acxiom Acxiom Average Market Price May Decrease Acxiom Board of Directors' Meetings and Committees Acxiom Corporation and May & Speh, Inc. Selected Unaudited Pro Forma Financial Information Acxiom Corporation And The Acquired Companies Selected Unaudited Pro Forma Financial Information Acxiom Corporation Selected Historical Financial Data Acxiom Meeting, The Acxiom Must Continue to Improve Technology to Remain Competitive Acxiom Services Division and Acxiom International Division Acxiom Services Division and Acxiom International Division - Competition Acxiom's Performance Additional Information Regarding Forward-Looking Statements Additional Interests of Mr. Martens and Mr. Jensen in the Mergers Amendment and Waiver Amendments to By-Laws Amendments to Charter Annex A Annex B Annex C Annex D Annex E Annex F Annex G Annex H Annex I Antitrust Matters Appraisal Rights Article Iii Adjustments to the Rights in the Event of Certain Transactions Article Iii Conversion of Shares Article Ii the Surviving Corporation Article I the Merger Article Iv Representations and Warranties of Parent Article Ix Termination, Amendment and Waiver Article Vi Conduct of Business Pending the Merger Article Vii Additional Agreements Article Viii Conditions to Consummation of the Merger Article V Miscellaneous Article V Representations and Warranties of the Company Article X General Provisions Available Information Background of the Merger Background of the Transactions Board of Director Recommendations Board of Directors Board of Directors, The Business By-Law Indemnification and Insurance Cash and Other Compensation Cautionary Statement Certain Definitions Certain Related Transactions Between Acxiom and May & Speh Certain Relationships and Related Transactions Certain Relationships and Transactions Certain Representations and Warranties Certain Transactions Certain United States Federal Income Tax Consequences of the Merger CG Marketing of Arizona, Inc Changes In and Disagreements With Accountants on Accounting and Financial Disclosure Committees of Directors Common stock Companies, The Comparable M&A Transaction Analysis Comparable Premiums Paid Analysis Comparable Publicly Traded Company Analysis Comparative Per Share Data Comparative Rights of Stockholders Comparative Stock Prices Comparative Stock Prices and Dividends Comparison of Rights of Acxiom and Acquired Companies Shareholders Compensation Committee Interlocks and Insider Participation Compensation of Directors Compensation Policies Competition Components of Compensation Computer Graphics of Arizona, Inc Conditions; Representations and Warranties/Indemnification/Escrow; Amendment and Termination Conditions to Consummation of the Merger Conditions to the Merger Conduct of Business Pending the Merger Conduct of Business Pending the Mergers Contribution Analysis Conversion of Employee Stock Options Conversion of Shares Description of Registrant's Securities to be Registered Directors and Director Nominees Directors and Executive Officers of the Registrant Discounted Cash Flow Analysis Dissenters' Rights Earnings Per Share Effective Time of the Merger Effective Time of the Mergers; Exchange of Stock Certificates Election of Acxiom Directors Employee Benefits Employment Agreements Exchange of Certificates Exchange of May & Speh Stock Certificates Exchange Ratio Executive Compensation Executive Officers of the Company Exhibit A-1 Irrevocable Proxy Exhibit A-2 Irrevocable Proxy Exhibit A-3 Irrevocable Proxy Exhibit C Form of Affiliate Letter for Affiliates of the Company Exhibit D Form of Affiliate Letter for Affiliates of Parent Exhibits Exhibits and Financial Statement Schedules Exhibits and Reports on Form 8-K Exhibits, Financial Statement Schedule and Reports on Form 8-K Expenses; Termination Fees Experts Federal Income Tax Considerations Financial Statements Financial Statements and Exhibits Financial Statements and Supplementary Data Financial Statements, Pro Forma Financial Information and Exhibits Fixed Exchange Ratio Form 10-K General General Provisions Government Regulation; Privacy Issues Historical Stock Price Analysis Incorporation of Documents by Reference Indemnification; Insurance Indemnification of Directors and Officers Information Concerning Acxiom Information Concerning The Acquired Companies Business Information Concerning The Joint Special Meeting Information Regarding Forward-Looking Statements Integration of the Businesses of Acxiom and the Acquired Companies May Not Prove to be Cost Efficient Integration of the Business of Acxiom and May & Speh Intellectual Property Rights Interests of Certain Persons in the Merger Introduction Irrevocable Proxies Joint Special Meeting, The Legal Matters Legal Proceedings Legislation Relating to Consumer Privacy May Affect Acxiom's Ability to Collect Data Loss of Data And/Or Customer Lists Management Management's Discussion and Analysis of Financial Condition and Results of Operations Management's Discussion and Analysis of Results of Operations and Financial Condition of the Acquired Companies Market for the Registrant's Common Equity and Related Stockholder Matters May & Speh May & Speh, Inc May & Speh, Inc. Selected Historical Financial Data May & Speh Meeting, The May & Speh Options; Acceleration of Vesting Meetings, The Merger Consequences Analysis Mergers and Other Fundamental Transactions Mergers, The Merger, The Mr. Morgan's Compensation No Fractional Securities Omnibus Budget Reconciliation Act of 1993 Opinion of Acxiom's Financial Advisor Opinion of May & Speh's Financial Advisor Opinion of Stephens Opinions of Financial Advisors Other Events Other Information Postal Rate Increases Postal Rate Increases Could Lead to Reduced Volume of Business Pro Forma Financial Information Properties Proxy Proxy Statement/Prospectus Purchaser Rapid Technological Change Real Estate Acquisition by Acxiom Reciprocal Option Agreements Reciprocal Stock Option Agreements Reciprocal Stock Option Agreements; Termination Fees Recommendation of the Acxiom Board of Directors; Acxiom's Reasons for the Merger Recommendation of the Boards of Directors Recommendation of the May & Speh Board of Directors; May & Speh's Reasons for the Merger Regulatory Approval Relationship With Independent Public Accountants Relative Valuation Analysis Reliance on Significant Customers; Absence of Long-Term Contracts Removal of Directors Report of Compensation Committee Rights Agreement Rights Certificate Risk Factors Risk of Acquisition Strategy Risk of Data Center Failure Section 10.1 Survival of Representations, Warranties and Agreements Section 10.2 Brokers Section 10.3 Notices Section 10.4 Descriptive Headings Section 10.5 Entire Agreement; Assignment Section 10.6 Governing Law Section 10.7 Specific Performance Section 10.8 Counterparts Section 1.1 The Merger Section 1.2 Effective Time of the Merger Section 16(a) Beneficial Ownership Reporting Compliance Section 2.1 Certificate of Incorporation Section 2.2 By-Laws Section 2.3 Directors and Officers of Surviving Corporation Section 3.1 Exchange Ratio Section 3.2 Exchange of Shares Section 3.3 Dividends; Transfer Taxes Section 3.4 No Fractional Securities Section 3.5 Certain Adjustments Section 3.6 Closing of Company Transfer Books Section 3.7 Closing Section 4.10 Information in Disclosure Documents and Registration Statement Section 4.11 Absence of Undisclosed Liabilities Section 4.12 No Default Section 4.13 Title to Properties; Encumbrances Section 4.14 Compliance with Applicable Law Section 4.15 Labor Matters Section 4.16 Employee Benefit Plans; ERISA Section 4.17 Vote Required Section 4.18 Opinion of Financial Advisor Section 4.19 Ownership of Company Common Stock Section 4.1 Organization Section 4.20 Pooling Section 4.21 Taxes Section 4.22 Contracts Section 4.2 Capitalization Section 4.3 Subsidiaries Section 4.4 Authority Relative to this Agreement Section 4.5 Consents and Approvals; No Violations Section 4.6 Reports and Financial Statements Section 4.7 Absence of Certain Changes or Events Section 4.8 Litigation Section 4.9 Patents, Trademarks, Etc Section 5.10 Information in Disclosure Documents and Registration Statement Section 5.11 Absence of Undisclosed Liabilities Section 5.12 No Default Section 5.13 Taxes Section 5.14 Title to Properties; Encumbrances Section 5.15 Compliance with Applicable Law Section 5.16 Labor Matters Section 5.17 Employee Benefit Plans; ERISA Section 5.18 Contracts Section 5.19 Vote Required Section 5.1 Organization Section 5.20 Opinion of Financial Advisor Section 5.21 Takeover Statute Section 5.22 The Company Rights Agreement Section 5.23 Ownership of Parent Common Stock Section 5.24 Pooling Section 5.2 Capitalization Section 5.3 Subsidiaries Section 5.4 Authority Relative to this Agreement Section 5.5 Consents and Approvals; No Violations Section 5.6 Reports and Financial Statements Section 5.7 Absence of Certain Changes or Events Section 5.8 Litigation Section 5.9 Patents, Trademarks, Etc Section 6.1 Conduct of Business by the Company Pending the Merger Section 6.2 Conduct of Business by Parent Pending the Merger Section 6.3 Conduct of Business of Sub Section 7.10 Public Announcements Section 7.11 By-Law Indemnification and Insurance Section 7.12 Expenses Section 7.13 Additional Agreements Section 7.14 Control of the Company's and Parent's Operations Section 7.15 Company Rights Plan Section 7.1 Access and Information Section 7.2 Acquisition Proposals Section 7.3 Registration Statement Section 7.4 Proxy Statements; Stockholder Approvals Section 7.5 Affiliate Agreements Section 7.6 Antitrust Laws Section 7.7 Proxies Section 7.8 Employees, Employee Benefits Section 7.9 Stock Options Section 8.1 Conditions to Each Party's Obligation to Effect the Merger Section 8.2 Conditions to Obligation of the Company to Effect the Merger Section 8.3 Conditions to Obligations of Parent and Sub to Effect the Merger Section 9.1 Termination Section 9.2 Effect of Termination Section 9.3 Amendment Section 9.4 Waiver Security Ownership of Certain Beneficial Owners and Management Security Ownership of Certain Beneficial Owners and Management of Acxiom Security Ownership of Certain Beneficial Owners and Management of May & Speh Security Ownership of Certain Beneficial Owners and Management of the Acquired Companies Selected Comparable Company Trading Analysis Selected Comparable Transaction Analysis Selected Financial Data Shareholders Short-term Contracts Affect Predictability of Revenues Special Meetings of Stockholders Stockholder Action Without a Meeting Stockholder Proposals for the 1999 Annual Stockholders' Meetings Stock Option Agreement Stock Option Exercises and Holdings Stock Price History Structure; Effective Time; Stockholder Approvals Submission of Matters to a Vote of Security Holders Summary Table of Contents Technology Applications Termination Terms of the Merger The Acquired Companies Selected Unaudited Historical Financial Data The Acxiom Meeting The Board of Directors The Companies The Joint Special Meeting The May & Speh Meeting The Meetings The Merger The Mergers The Transactions The Year 2000 Issue Transactions, The Undertakings Vacancies Voting Rights and Proxies Year 2000 Issue Year 2000 Issue, The Year 2000 Problems Could Affect Acxiom's Ability To Deliver Products And Services 10.1 Method of Termination 10.2 Effect of Termination 10.Termination 11.10 Governing Law 11.11 Counterparts 11.12 Pronouns 11.13 Exhibits Incorporated 11.14 No Shareholder Approval 11.1 Notices 11.2 Further Assurances 11.3 Waiver 11.4 Expenses 11.5 Nondisclosure of Terms 11.7 Binding Effect 11.8 Headings 11.9 Entire Agreement 1.1 Definition Cross-Reference Index 11.General Provisions 1.2 Additional Definitions 1. Definitions 2.10 Other Actions 2.11.1 Conduct of Business Prior to Closing 2.11.2 Other Actions 2.11.3 Acquired Companies Employees 2.11.4 Employee Benefit Plans 2.11.5 Other Purchaser Benefits 2.11.6 Examination of Property and Records 2.11.7 Supplying of Financial Statements 2.1.1 Mergers 2.1.2 Effective Date of Mergers 2.1.3 Effect of Mergers 2.1.4 Acquired Companies Common Stock 2.1.5 Exchange of the Acquired Companies Stock 2.1.6 Fractional Shares 2.1.7 Tax-Free Reorganization 2.1.8 Dissenting Shares 2.1.9 Pooling of Interests 2.1 Agreement to Merge the Acquired Companies 2.2 Compliance with Securities Laws 2.3.1 Conduct of Business 2.3.2 Bank Accounts 2.3.3 Accounting Methods 2.3.4 New License Agreements 2.3 Conduct of the Business of the Acquired Companies Prior to Closing 2.3 Exercise of Rights; Separation of Rights 2.4 Adjustments to Exercise Price; Number of Rights 2.4 Filing of Tax Returns 2.5 Date on Which Exercise is Effective 2.5 Resignation 2.6 Examination of Property and Records 2.6 Execution, Authentication, Delivery and Dating of Rights Certificates 2.7 Consents and Approvals 2.7 Registration, Registration of Transfer and Exchange 2.8 Supplying of Financial Statements 2.9 Covenant Not to Compete 3.10 Agreement Does Not Violate Other Instruments 3.11 Absence of Changes 3.12 Litigation 3.13 Licenses and Permits; Compliance With Law 3.14 Contracts, Etc 3.15.1 Intellectual Property 3.15.2 Computer Software 3.15 Intellectual Property; Computer Software 3.16 Labor Matters 3.17 Benefit Plans 3.18 Acquired Companies Customers 3.19 Environmental Matters 3.1 Flip-in 3.1 Organization, Standing and Foreign Qualification 3.20 Insurance 3.21 Related Party Relationships 3.22 Brokers 3.23 Loans and Advances 3.24 Year 2000 3.25 Information in Registration Statement 3.26 Exhibits 3.27 Warranty Disclaimer 3.2 Authority and Status 3.2 Flip-over 3.3.1 Authorized and Issued Stock 3.3.2 No Other Shares or Options 3.3 Capitalization 3.4 Absence of Equity Investments 3.5 Financial Statements, Liabilities and Obligations of the Acquired Companies 3.6 Tax Returns 3.7 Ownership of Assets and Leases 3.8 Indebtedness of the Acquired Companies 3.9 Accounts Receivable and Notes Receivable 3. Representations and Warranties of the Acquired Companies and the Shareholders 4.1 General 4.1 Registration Statement 4.2 Affiliate Agreements 4.2 Merger or Consolidation or Change of Name of Rights Agent 4.3 Duties of Rights Agent 4.4 Change of Rights Agent 5.10 Merger Sub 5.10 Suspension of Exercisability 5.11 Licenses and Permits; Compliance With Law 5.12 Labor Matters 5.12 Successors 5.13 Benefits of this Agreement 5.13 Information in Registration Statement 5.14 Determination and Actions by the Board of Directors, etc 5.14 Warranty Disclaimer 5.15 Descriptive Headings 5.16 Governing Law 5.17 Counterparts 5.18 Severability 5.1 Organization and Standing and Foreign Qualifications 5.1 Redemption 5.3 Capitalization 5.3 Issuance of New Rights Certificates 5.4 Subsidiaries 5.4 Supplements and Amendments 5.5 Fractional Shares 5.5 SEC Filings; No Undisclosed Liabilities 5.6 Title to Properties; Encumbrances 5.7 Agreement Does Not Violate Other Instruments 5.7 Holder of Rights Not Deemed a Stockholder 5.8 Ownership of the Stock of the Merger Sub 5.9 Absence of Changes 5.9 Notices 5. Representations and Warranties of Purchaser and the Merger Subs 6.10 Registration Statement 6.11 Other Closing Conditions 6.1 Representations True at Closing 6.2 Covenants of the Acquired Companies 6.3 No Injunction, Etc 6.4 Opinion of Counsel 6.5 Consents, Approvals and Waivers 6.6 Absence of Adverse Changes 6.7 Covenant Not to Compete 6.8 Acquisition of Real Property 6.9 Opinion of KMPG 6.Conditions Precedent to Obligations of Purchaser and the Merger Subs 7.10 Registration Statement 7.1 Representations True at Closing 7.2 Covenants of Purchaser 7.3 No Injunction, Etc 7.4 Covenants Not to Compete 7.5 Consents, Approvals and Waivers 7.6 Shareholder Approvals 7.7 Opinion of Purchaser's Counsel 7.8 Tax Opinion 7.9 Absence of Adverse Changes 7.Conditions Precedent to the Obligations of the Acquired Companies and Shareholders to Close 8.1 Time and Place of Closing 8.2.1 The Acquired Companies' Performance 8.2.2 Performance by Purchaser and the Merger Subs 8.2 Transactions at Closing 8.3 Delivery of Share Certificates and Cash 8.Closing 9.1.1 General Indemnification Obligations 9.1.2 Specific Contingencies 9.1.3 Timing of Claims 9.2 Indemnification 9.3.2 General Representations and Warranties 9.3.3 Return of Escrowed Shares 9.3.4 Priority 9.4 Notification and Defense of Claims 9.5 Minimum Aggregate Liability 9.6 Maximum Aggregate Liability 9.7 Adjustment 9.8 Exclusive Remedy
1	1st Page - Filing Submission
2	Computer Graphics of Arizona, Inc
4	Table of Contents
6	Summary
"	General
7	The Joint Special Meeting
"	Exchange Ratio
8	The Transactions
"	Board of Director Recommendations
9	Effective Time of the Mergers; Exchange of Stock Certificates
10	Dissenters' Rights
"	Federal Income Tax Considerations
"	Comparison of Rights of Acxiom and Acquired Companies Shareholders
11	Accounting Treatment
"	Comparative Stock Prices
13	Risk Factors
"	Acxiom Average Market Price May Decrease
"	Integration of the Businesses of Acxiom and the Acquired Companies May Not Prove to be Cost Efficient
14	Legislation Relating to Consumer Privacy May Affect Acxiom's Ability to Collect Data
"	Postal Rate Increases Could Lead to Reduced Volume of Business
"	Short-term Contracts Affect Predictability of Revenues
"	Acxiom Must Continue to Improve Technology to Remain Competitive
15	Year 2000 Problems Could Affect Acxiom's Ability To Deliver Products And Services
"	Information Regarding Forward-Looking Statements
16	Acxiom Corporation Selected Historical Financial Data
17	The Acquired Companies Selected Unaudited Historical Financial Data
18	Acxiom Corporation And The Acquired Companies Selected Unaudited Pro Forma Financial Information
20	Comparative Per Share Data
22	Information Concerning The Joint Special Meeting
"	The Mergers
24	Real Estate Acquisition by Acxiom
25	Background of the Transactions
26	Conduct of Business Pending the Mergers
28	Conditions; Representations and Warranties/Indemnification/Escrow; Amendment and Termination
33	Amendments to Charter
"	Mergers and Other Fundamental Transactions
37	Information Concerning The Acquired Companies Business
"	CG Marketing of Arizona, Inc
38	Acquired Companies' Stock and Dividend Information
"	Security Ownership of Certain Beneficial Owners and Management of the Acquired Companies
41	Additional Interests of Mr. Martens and Mr. Jensen in the Mergers
42	Management's Discussion and Analysis of Results of Operations and Financial Condition of the Acquired Companies
45	Information Concerning Acxiom
"	Available Information
46	Legal Matters
"	Experts
49	Acquired Companies
55	Annex A
56	2.11.4 Employee Benefit Plans
"	2.11.5 Other Purchaser Benefits
60	Purchaser
61	Shareholders
62	Acquisition Agreement
68	1. Definitions
"	1.1 Definition Cross-Reference Index
"	1.2 Additional Definitions
70	2.1 Agreement to Merge the Acquired Companies
"	2.1.1 Mergers
"	2.1.2 Effective Date of Mergers
"	2.1.3 Effect of Mergers
71	2.1.4 Acquired Companies Common Stock
"	2.1.5 Exchange of the Acquired Companies Stock
72	2.1.6 Fractional Shares
73	2.1.7 Tax-Free Reorganization
"	2.1.8 Dissenting Shares
"	2.1.9 Pooling of Interests
"	2.2 Compliance with Securities Laws
"	2.3 Conduct of the Business of the Acquired Companies Prior to Closing
"	2.3.1 Conduct of Business
74	2.3.2 Bank Accounts
"	2.3.3 Accounting Methods
"	2.3.4 New License Agreements
"	2.4 Filing of Tax Returns
75	2.5 Resignation
"	2.6 Examination of Property and Records
"	2.7 Consents and Approvals
"	2.8 Supplying of Financial Statements
"	2.9 Covenant Not to Compete
"	2.10 Other Actions
76	2.11.1 Conduct of Business Prior to Closing
77	2.11.2 Other Actions
"	2.11.3 Acquired Companies Employees
78	2.11.6 Examination of Property and Records
"	2.11.7 Supplying of Financial Statements
"	3. Representations and Warranties of the Acquired Companies and the Shareholders
79	3.1 Organization, Standing and Foreign Qualification
"	3.2 Authority and Status
"	3.3 Capitalization
"	3.3.1 Authorized and Issued Stock
80	3.3.2 No Other Shares or Options
"	3.4 Absence of Equity Investments
"	3.5 Financial Statements, Liabilities and Obligations of the Acquired Companies
81	3.6 Tax Returns
82	3.7 Ownership of Assets and Leases
83	3.8 Indebtedness of the Acquired Companies
"	3.9 Accounts Receivable and Notes Receivable
"	3.10 Agreement Does Not Violate Other Instruments
84	3.11 Absence of Changes
85	3.12 Litigation
"	3.13 Licenses and Permits; Compliance With Law
86	3.14 Contracts, Etc
88	3.15 Intellectual Property; Computer Software
"	3.15.1 Intellectual Property
89	3.15.2 Computer Software
90	3.16 Labor Matters
"	3.17 Benefit Plans
92	3.18 Acquired Companies Customers
"	3.19 Environmental Matters
93	3.20 Insurance
"	3.21 Related Party Relationships
"	3.22 Brokers
"	3.23 Loans and Advances
94	3.24 Year 2000
95	3.25 Information in Registration Statement
"	3.26 Exhibits
"	3.27 Warranty Disclaimer
"	4.1 Registration Statement
"	4.2 Affiliate Agreements
96	5. Representations and Warranties of Purchaser and the Merger Subs
"	5.1 Organization and Standing and Foreign Qualifications
"	5.3 Capitalization
97	5.4 Subsidiaries
"	5.5 SEC Filings; No Undisclosed Liabilities
98	5.6 Title to Properties; Encumbrances
"	5.7 Agreement Does Not Violate Other Instruments
99	5.8 Ownership of the Stock of the Merger Sub
"	5.9 Absence of Changes
"	5.10 Merger Sub
"	5.11 Licenses and Permits; Compliance With Law
100	5.13 Information in Registration Statement
"	5.14 Warranty Disclaimer
"	6.Conditions Precedent to Obligations of Purchaser and the Merger Subs
"	6.1 Representations True at Closing
101	6.2 Covenants of the Acquired Companies
"	6.3 No Injunction, Etc
"	6.4 Opinion of Counsel
"	6.5 Consents, Approvals and Waivers
"	6.6 Absence of Adverse Changes
"	6.7 Covenant Not to Compete
"	6.8 Acquisition of Real Property
102	6.9 Opinion of KMPG
"	6.10 Registration Statement
"	6.11 Other Closing Conditions
"	7.Conditions Precedent to the Obligations of the Acquired Companies and Shareholders to Close
"	7.1 Representations True at Closing
103	7.2 Covenants of Purchaser
"	7.3 No Injunction, Etc
"	7.4 Covenants Not to Compete
"	7.5 Consents, Approvals and Waivers
"	7.6 Shareholder Approvals
"	7.7 Opinion of Purchaser's Counsel
"	7.8 Tax Opinion
"	7.9 Absence of Adverse Changes
104	7.10 Registration Statement
"	8.Closing
"	8.1 Time and Place of Closing
"	8.2 Transactions at Closing
"	8.2.1 The Acquired Companies' Performance
105	8.2.2 Performance by Purchaser and the Merger Subs
106	8.3 Delivery of Share Certificates and Cash
107	9.1.1 General Indemnification Obligations
108	9.1.2 Specific Contingencies
"	9.1.3 Timing of Claims
"	9.2 Indemnification
109	9.3.2 General Representations and Warranties
110	9.3.3 Return of Escrowed Shares
"	9.3.4 Priority
"	9.4 Notification and Defense of Claims
112	9.5 Minimum Aggregate Liability
"	9.6 Maximum Aggregate Liability
"	9.7 Adjustment
"	9.8 Exclusive Remedy
113	10.Termination
"	10.1 Method of Termination
"	10.2 Effect of Termination
"	11.General Provisions
"	11.1 Notices
115	11.2 Further Assurances
"	11.3 Waiver
"	11.4 Expenses
"	11.5 Nondisclosure of Terms
116	11.7 Binding Effect
"	11.8 Headings
"	11.9 Entire Agreement
"	11.10 Governing Law
"	11.11 Counterparts
"	11.12 Pronouns
"	11.13 Exhibits Incorporated
"	11.14 No Shareholder Approval
121	5.12 Labor Matters
122	Annex B
130	Annex C
"	Form 10-K
131	Item 1. Business
133	Technology Applications
137	Acxiom Services Division and Acxiom International Division
141	Competition
142	Acxiom Services Division and Acxiom International Division - Competition
143	Additional Information Regarding Forward-Looking Statements
144	Loss of Data And/Or Customer Lists
145	Year 2000 Issue
146	Postal Rate Increases
"	Item 2. Properties
148	Item 3. Legal Proceedings
"	Item 4. Submission of Matters to a Vote of Security Holders
"	Executive Officers of the Company
149	Item 5. Market for the Registrant's Common Equity and Related Stockholder Matters
"	Item 6. Selected Financial Data
"	Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
150	Item 8. Financial Statements and Supplementary Data
"	Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure
"	Item 10. Directors and Executive Officers of the Registrant
"	Item 11. Executive Compensation
"	Item 12. Security Ownership of Certain Beneficial Owners and Management
"	Item 13. Certain Relationships and Transactions
"	Item 14. Exhibits, Financial Statement Schedule and Reports on Form 8-K
153	The Board of Directors
174	Common stock
200	Directors and Director Nominees
203	Section 16(a) Beneficial Ownership Reporting Compliance
204	Cash and Other Compensation
205	Stock Option Exercises and Holdings
"	Compensation of Directors
"	Compensation Committee Interlocks and Insider Participation
206	Report of Compensation Committee
"	Compensation Policies
207	Components of Compensation
209	Mr. Morgan's Compensation
"	Omnibus Budget Reconciliation Act of 1993
212	Item 13. Certain Relationships and Related Transactions
220	Annex D
221	Item 1. Financial Statements
233	Item 5 -. Other Information
"	Item 6. Exhibits and Reports on Form 8-K
284	Annex E
287	May & Speh, Inc
289	Incorporation of Documents by Reference
290	Cautionary Statement
291	Proxy Statement/Prospectus
294	The Companies
"	Acxiom
295	May & Speh
"	The Meetings
"	The Acxiom Meeting
"	The May & Speh Meeting
296	The Merger
"	Effective Time of the Merger
"	Exchange of May & Speh Stock Certificates
297	Conditions to the Merger
"	Antitrust Matters
"	Interests of Certain Persons in the Merger
"	Termination
"	Reciprocal Stock Option Agreements; Termination Fees
298	Certain United States Federal Income Tax Consequences of the Merger
"	Appraisal Rights
299	Recommendation of the Boards of Directors
"	Opinions of Financial Advisors
300	Comparative Stock Prices and Dividends
303	May & Speh, Inc. Selected Historical Financial Data
304	Acxiom Corporation and May & Speh, Inc. Selected Unaudited Pro Forma Financial Information
307	Introduction
308	Voting Rights and Proxies
310	Integration of the Business of Acxiom and May & Speh
"	Fixed Exchange Ratio
311	Risk of Data Center Failure
"	Reliance on Significant Customers; Absence of Long-Term Contracts
312	Rapid Technological Change
"	Government Regulation; Privacy Issues
313	Risk of Acquisition Strategy
"	Intellectual Property Rights
314	The Year 2000 Issue
315	Background of the Merger
317	Recommendation of the Acxiom Board of Directors; Acxiom's Reasons for the Merger
318	Opinion of Acxiom's Financial Advisor
"	Opinion of Stephens
320	Historical Stock Price Analysis
"	Selected Comparable Company Trading Analysis
321	Selected Comparable Transaction Analysis
"	Discounted Cash Flow Analysis
"	Relative Valuation Analysis
322	Merger Consequences Analysis
"	Recommendation of the May & Speh Board of Directors; May & Speh's Reasons for the Merger
324	Opinion of May & Speh's Financial Advisor
325	Stock Price History
"	Comparable Publicly Traded Company Analysis
326	Comparable M&A Transaction Analysis
"	Comparable Premiums Paid Analysis
327	Contribution Analysis
328	Terms of the Merger
"	Structure; Effective Time; Stockholder Approvals
329	Conversion of Shares
"	Exchange of Certificates
"	No Fractional Securities
"	Conversion of Employee Stock Options
330	Certain Representations and Warranties
"	Irrevocable Proxies
331	Conduct of Business Pending the Merger
332	Conditions to Consummation of the Merger
"	Acquisition Proposals
334	Expenses; Termination Fees
"	General Provisions
"	Amendment and Waiver
335	By-Law Indemnification and Insurance
"	Regulatory Approval
"	Reciprocal Stock Option Agreements
336	May & Speh Options; Acceleration of Vesting
337	Employment Agreements
"	Employee Benefits
338	Indemnification; Insurance
339	Accounting Treatment of the Merger
340	Pro Forma Financial Information
348	Comparative Rights of Stockholders
"	Board of Directors
"	Removal of Directors
"	Vacancies
"	Stockholder Action Without a Meeting
349	Special Meetings of Stockholders
"	Committees of Directors
350	Amendments to By-Laws
351	Certain Related Transactions Between Acxiom and May & Speh
"	Reciprocal Option Agreements
354	Election of Acxiom Directors
355	Management
357	Acxiom Board of Directors' Meetings and Committees
362	Acxiom's Performance
363	Certain Transactions
365	Security Ownership of Certain Beneficial Owners and Management of Acxiom
367	Security Ownership of Certain Beneficial Owners and Management of May & Speh
368	Relationship With Independent Public Accountants
369	Stockholder Proposals for the 1999 Annual Stockholders' Meetings
375	Article I the Merger
"	Section 1.1 The Merger
"	Section 1.2 Effective Time of the Merger
"	Article Ii the Surviving Corporation
"	Section 2.1 Certificate of Incorporation
"	Section 2.2 By-Laws
"	Section 2.3 Directors and Officers of Surviving Corporation
"	Article Iii Conversion of Shares
"	Section 3.1 Exchange Ratio
376	Section 3.2 Exchange of Shares
"	Section 3.3 Dividends; Transfer Taxes
"	Section 3.4 No Fractional Securities
"	Section 3.5 Certain Adjustments
377	Section 3.6 Closing of Company Transfer Books
"	Section 3.7 Closing
"	Article Iv Representations and Warranties of Parent
"	Section 4.1 Organization
"	Section 4.2 Capitalization
"	Section 4.3 Subsidiaries
378	Section 4.4 Authority Relative to this Agreement
"	Section 4.5 Consents and Approvals; No Violations
379	Section 4.6 Reports and Financial Statements
"	Section 4.7 Absence of Certain Changes or Events
"	Section 4.8 Litigation
"	Section 4.9 Patents, Trademarks, Etc
"	Section 4.10 Information in Disclosure Documents and Registration Statement
380	Section 4.11 Absence of Undisclosed Liabilities
"	Section 4.12 No Default
"	Section 4.13 Title to Properties; Encumbrances
"	Section 4.14 Compliance with Applicable Law
"	Section 4.15 Labor Matters
"	Section 4.16 Employee Benefit Plans; ERISA
382	Section 4.17 Vote Required
"	Section 4.18 Opinion of Financial Advisor
"	Section 4.19 Ownership of Company Common Stock
383	Section 4.20 Pooling
"	Section 4.21 Taxes
384	Section 4.22 Contracts
"	Article V Representations and Warranties of the Company
"	Section 5.1 Organization
"	Section 5.2 Capitalization
385	Section 5.3 Subsidiaries
"	Section 5.4 Authority Relative to this Agreement
"	Section 5.5 Consents and Approvals; No Violations
386	Section 5.6 Reports and Financial Statements
"	Section 5.7 Absence of Certain Changes or Events
"	Section 5.8 Litigation
"	Section 5.9 Patents, Trademarks, Etc
"	Section 5.10 Information in Disclosure Documents and Registration Statement
387	Section 5.11 Absence of Undisclosed Liabilities
"	Section 5.12 No Default
"	Section 5.13 Taxes
388	Section 5.14 Title to Properties; Encumbrances
"	Section 5.15 Compliance with Applicable Law
"	Section 5.16 Labor Matters
"	Section 5.17 Employee Benefit Plans; ERISA
390	Section 5.18 Contracts
"	Section 5.19 Vote Required
"	Section 5.20 Opinion of Financial Advisor
"	Section 5.21 Takeover Statute
"	Section 5.22 The Company Rights Agreement
391	Section 5.23 Ownership of Parent Common Stock
"	Section 5.24 Pooling
"	Article Vi Conduct of Business Pending the Merger
"	Section 6.1 Conduct of Business by the Company Pending the Merger
392	Section 6.2 Conduct of Business by Parent Pending the Merger
393	Section 6.3 Conduct of Business of Sub
"	Article Vii Additional Agreements
"	Section 7.1 Access and Information
"	Section 7.2 Acquisition Proposals
394	Section 7.3 Registration Statement
"	Section 7.4 Proxy Statements; Stockholder Approvals
"	Section 7.5 Affiliate Agreements
395	Section 7.6 Antitrust Laws
"	Section 7.7 Proxies
"	Section 7.8 Employees, Employee Benefits
396	Section 7.9 Stock Options
"	Section 7.10 Public Announcements
"	Section 7.11 By-Law Indemnification and Insurance
"	Section 7.12 Expenses
397	Section 7.13 Additional Agreements
"	Section 7.14 Control of the Company's and Parent's Operations
"	Section 7.15 Company Rights Plan
398	Article Viii Conditions to Consummation of the Merger
"	Section 8.1 Conditions to Each Party's Obligation to Effect the Merger
"	Section 8.2 Conditions to Obligation of the Company to Effect the Merger
"	Section 8.3 Conditions to Obligations of Parent and Sub to Effect the Merger
399	Article Ix Termination, Amendment and Waiver
"	Section 9.1 Termination
400	Section 9.2 Effect of Termination
"	Section 9.3 Amendment
"	Section 9.4 Waiver
"	Article X General Provisions
"	Section 10.1 Survival of Representations, Warranties and Agreements
"	Section 10.2 Brokers
401	Section 10.3 Notices
"	Section 10.4 Descriptive Headings
"	Section 10.5 Entire Agreement; Assignment
"	Section 10.6 Governing Law
"	Section 10.7 Specific Performance
402	Section 10.8 Counterparts
403	Exhibit A-1 Irrevocable Proxy
405	Exhibit A-2 Irrevocable Proxy
408	Exhibit A-3 Irrevocable Proxy
413	Exhibit C Form of Affiliate Letter for Affiliates of the Company
416	Exhibit D Form of Affiliate Letter for Affiliates of Parent
418	Stock Option Agreement
436	Item 20. Indemnification of Directors and Officers
437	Item 21(A). Exhibits
"	Item 21. Exhibits and Financial Statement Schedules
440	Item 22. Undertakings
446	Proxy
448	Annex F
449	Item 5. Other Events
"	Item 7. Financial Statements and Exhibits
532	Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
543	Earnings Per Share
566	Annex G
569	Annex H
570	Item 1. Description of Registrant's Securities to be Registered
576	Rights Agreement
578	5.14 Determination and Actions by the Board of Directors, etc
579	Certain Definitions
585	2.3 Exercise of Rights; Separation of Rights
588	2.4 Adjustments to Exercise Price; Number of Rights
590	2.5 Date on Which Exercise is Effective
"	2.6 Execution, Authentication, Delivery and Dating of Rights Certificates
591	2.7 Registration, Registration of Transfer and Exchange
595	Article Iii Adjustments to the Rights in the Event of Certain Transactions
"	3.1 Flip-in
599	3.2 Flip-over
600	4.1 General
601	4.2 Merger or Consolidation or Change of Name of Rights Agent
602	4.3 Duties of Rights Agent
605	4.4 Change of Rights Agent
607	Article V Miscellaneous
"	5.1 Redemption
608	5.3 Issuance of New Rights Certificates
609	5.4 Supplements and Amendments
"	5.5 Fractional Shares
610	5.7 Holder of Rights Not Deemed a Stockholder
611	5.9 Notices
612	5.10 Suspension of Exercisability
613	5.12 Successors
"	5.13 Benefits of this Agreement
614	5.15 Descriptive Headings
"	5.16 Governing Law
"	5.17 Counterparts
"	5.18 Severability
616	Rights Certificate
630	Annex I

424B2 1st Page of 635 TOC ↑Top Previous Next ↓Bottom Just 1st
 
PROSPECTUS                                                                      
----------------
 INFORMATION STATEMENT FOR THE
JOINT SPECIAL MEETING OF SHAREHOLDERS OF
COMPUTER GRAPHICS OF ARIZONA, INC.
 CG MARKETING OF ARIZONA, INC.
 ENSTECH RESOURCES, INC.
NORMAN, RILEY & ASSOCIATES, INC.
 VI-TECH, INC.
TO BE HELD ON MAY 28, 1999
----------------

This information  statement of Computer Graphics of Arizona,  Inc., CG Marketing
of Arizona, Inc., Enstech Resources, Inc., Norman, Riley & Associates,  Inc. and
Vi-Tech,  Inc.  is for use in  connection  with the  joint  special  meeting  of
shareholders  of these five  companies.  These  shareholders  are being asked to
approve and adopt the mergers described in this document.                       

If the shareholders  approve the mergers, the shareholders of Computer Graphics,
CG Marketing,  Enstech, Norman Riley and Vi-Tech will be entitled to receive, in
the  aggregate,  2,000,000  shares of Acxiom common stock;  provided,  that this
number of shares  will be  adjusted so that the  aggregate  value,  based on the
average  market  price of Acxiom  shares  for the 15  trading  days  ending  two
business days prior to the closing of the mergers, of shares received is between
$43.0  million and $46.2  million.  A more  detailed  discussion of the exchange
ratio that will constitute the number of shares of Acxiom common stock that each
shareholder of each acquired company will receive on consummation of the mergers
is on pages 2 and 18.                                                           

This  information  statement  also  constitutes  the  prospectus  of Acxiom with
respect  to the  number  of  shares  of  Acxiom  common  stock to be  issued  in
connection with the proposed  mergers as provided above.  Acxiom common stock is
traded on the Nasdaq National Market System under the symbol "ACXM."            

A discussion of the risk factors  associated with this offering  appears at page
8.                                                                              

This information  statement/prospectus is first being mailed to the shareholders
on May 14, 1999.                                                                

----------------

Neither  the  Securities  and  Exchange  Commission  nor  any  state  securities
commission has approved or  disapproved  of these  securities or passed upon the
accuracy   or   adequacy   of   this   information  statement/prospectus.   Any 
representation to the contrary is a criminal offense.                           

The date of this information statement/prospectus is May 14, 1999.    

424B2 2nd Page of 635 TOC 1st Previous Next ↓Bottom Just 2nd
COMPUTER GRAPHICS OF ARIZONA, INC.
 CG MARKETING OF ARIZONA, INC.
 ENSTECH RESOURCES, INC.
NORMAN, RILEY & ASSOCIATES, INC.
 VI-TECH, INC.
 19621 N. 23RD DRIVE
PHOENIX, ARIZONA 85027

NOTICE OF JOINT SPECIAL MEETING OF SHAREHOLDERS   

May 28, 1999

----------------

NOTICE IS HEREBY GIVEN that a joint special  meeting of shareholders of Computer
Graphics of Arizona,  Inc., CG Marketing of Arizona,  Inc.,  Enstech  Resources,
Inc., Norman, Riley & Associates,  Inc. and Vi-Tech,  Inc. will be held at 19621
N. 23rd Avenue, Phoenix,  Arizona, on May 28, 1999 at 9:00 A.M., local time, for
the following purposes:                                                         

(1) To consider  and vote upon a proposal  to approve and adopt the  Acquisition
Agreement,  dated as of December 31, 1998,  as amended on April 12, 1999,  among
Acxiom Corporation,  CGA Acquisition Corporation #1, CGA Acquisition Corporation
#2, CGA Acquisition  Corporation  #3, each a wholly-owned  subsidiary of Acxiom,
Ronald L. Jensen, James K. Martens,  Computer Graphics,  CG Marketing,  Enstech,
Norman Riley and Vi-Tech  pursuant to which (i) CGA  Acquisition  Corporation #1
will be merged with and into Computer Graphics with Computer Graphics continuing
as the surviving  corporation and as a wholly-owned  subsidiary of Acxiom,  (ii)
CGA Acquisition Corporation #2 will be merged with and into CG Marketing with CG
Marketing continuing as the surviving corporation and wholly-owned subsidiary of
Acxiom, (iii) Enstech, Norman Riley and Vi-Tech will be merged with and into CGA
Acquisition Corporation #3 with CGA Acquisition Corporation #3 continuing as the
surviving  corporation and as a wholly-owned  subsidiary of Acxiom and (iv) each
outstanding  share of common stock  (other than  dissenting  shares,  if any) of
Computer  Graphics,  CG  Marketing,  Enstech,  Norman  Riley and Vi-Tech will be
converted  into the right to  receive  shares of common  stock of Acxiom as more
fully described in the attached Information Statement/Prospectus.               

(2) To transact such other and further  business as may properly come before the
meeting or any postponement or adjournment thereof.                             

Under the Arizona  Business  Corporation  Act,  shareholders of each of Computer
Graphics, CG Marketing, Enstech, Norman Riley and Vi-Tech will have the right to
assert  dissenters'  rights  in  connection  with  the  proposed  mergers.   See
Dissenters'  Rights in the Information  Statement/Prospectus  accompanying  this
notice.                                                                         

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Only  shareholders  of record of common stock of each of Computer  Graphics,  CG
Marketing, Enstech, Norman Riley and Vi-Tech at the close of business on May 13,
1999 are entitled to notice of and to vote at the joint  special  meeting or any
postponement or adjournment thereof.                                            

                                  By Order of the Boards of Directors,

              Ronald L. Jensen
               President and CEO
                                Computer Graphics of Arizona, Inc.
                           CG Marketing of Arizona, Inc.
                     Enstech Resources, Inc.
                              Norman, Riley & Associates, Inc.
           Vi-Tech, Inc.

424B2 4th Page of 635 TOC 1st Previous Next ↓Bottom Just 4th
 Table of Contents

                                                                          Page
                                                                          ----

Summary...................................................................   1  
General.................................................................   1
The Joint Special Meeting...............................................   2
Exchange Ratio..........................................................   2
The Transactions........................................................   3
Dissenters' Rights......................................................   5
Federal Income Tax Consequences.........................................   5
Comparison of Rights of Acxiom and Acquired Companies Shareholders......   5
Accounting Treatment....................................................   6
Comparative Stock Prices................................................   6
Risk Factors..............................................................   8  
Acxiom Average Market Price May Decrease................................   8
Integration of the Businesses of Acxiom and the Acquired Companies          
  May Not Prove to be Cost Efficient....................................   8
Legislation Relating to Consumer Privacy May Affect                         
  Acxiom's Ability to Collect Data......................................   9
Postal Rate Increases Could Lead to Reduced Volume of Business..........   9
Data Suppliers Might Withdraw Data From Acxiom..........................   9
Short-term Contracts Affect Predictability of Revenues..................   9
Acxiom Must Continue to Improve Technology to Remain                        
  Competitive...........................................................   9
Year 2000 Problems Could Affect Acxiom's Ability To Deliver                 
  Products And Services.................................................  10
Information Regarding Forward-Looking Statements..........................  10  
Acxiom Corporation Selected Historical Financial Data.....................  11  
The Acquired Companies Selected Unaudited Historical Financial Data.......  12  
Acxiom Corporation And The Acquired Companies Selected                          
Unaudited Pro Forma Financial Information...............................  13
Comparative Per Share Data................................................  15  
Information Concerning The Joint Special Meeting..........................  17  
The Mergers...............................................................  17  
General.................................................................  18
Real Estate Acquisition by Acxiom.......................................  19
Background of the Transactions..........................................  20
Board of Director Recommendations.......................................  20
Effective Time of the Mergers; Exchange of Stock Certificates...........  21
Conduct of Business Pending the Mergers.................................  22
Conditions; Representations and Warranties/Indemnification/Escrow;          
  Amendment and Termination.............................................  23
Federal Income Tax Considerations.......................................  25
Comparison of Rights of Acxiom and Acquired Companies Shareholders......  28

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Accounting Treatment....................................................  30
Dissenters' Rights......................................................  30
Information Concerning The Acquired Companies Business....................  32  
Acquired Companies' Stock and Dividend Information......................  33
Security Ownership of Certain Beneficial Owners and Management              
  of the Acquired Companies.............................................  33
Additional Interests of Mr. Martens and Mr. Jensen in the Mergers.......  36
Management's Discussion and Analysis of Results of Operations               
  and Financial Condition of the Acquired Companies.....................  37
Information Concerning Acxiom.............................................  40  
Available Information.....................................................  40  
Legal Matters.............................................................  41  
Experts...................................................................  41  

Index to Financial Statements                                                   

Annex A - Acquisition  Agreement  Between Acxiom  Corporation  and CGA          
Acquisition  Corporation #1; CGA Acquisition Corporation #2;
and CGA Acquisition Corporation #3; and Computer Graphics of
Arizona,  Inc.;  CG  Marketing  of  Arizona,  Inc.;  Enstech
Resources,  Inc.;  Norman,  Riley &  Associates,  Inc.;  and
Vi-Tech,  Inc.;  and Ronald L. Jensen and James K.  Martens,
         Dated as of December 31, 1998, as amended April 12, 1999 ........ A-1

Annex B - Chapter 13 of the Arizona Business Corporation Act .............. B-1 

Annex C - Acxiom's  Annual  Report  on Form 10-K for the  fiscal  year          
ended  March 31,  1998,  as amended by the Annual  Report on
Form  10-K/A  dated July 29,  1998 and the Annual  Report on
         Form 10-K/A dated August 4, 1998 ................................ C-1

Annex D - Quarterly Reports on Form 10-Q for the fiscal quarters ended          
         June 30, 1998, September 30, 1998 and December 31, 1998 ......... D-1

Annex E - Acxiom's Joint Proxy Statement/Prospectus dated August 17, 1998 . E-1 

Annex F - Current  Reports on Form 8-K dated  June 4, 1998,  September          
         18, 1998 and February 8, 1999 ................................... F-1

Annex G - Form  8-A  of  CCX  Network,   Inc.  (now  known  as  Acxiom          
         Corporation) dated February 4, 1985 ............................. G-1

Annex H - Form 8-A dated  January 28, 1998, as amended by Form 8-A/A            
         dated June 4, 1998 .............................................. H-1

Annex I - Acxiom Press Release for Fiscal Year 1999 Results ............... I-1 

424B2 6th Page of 635 TOC 1st Previous Next ↓Bottom Just 6th
We Are Not Asking You For A Proxy And You Are Requested Not To Send Us A Proxy  

Summary 

The  following  is a brief  summary of  certain  information  contained  in this
information  statement/prospectus.  Shareholders  of the acquired  companies are
urged to review  the  entire  information  statement/prospectus,  including  the
documents attached as Annexes A through H.                                      

General                                                                         

Acxiom has entered into an  acquisition  agreement  dated  December 31, 1998, as
amended April 12, 1999, with Computer Graphics of Arizona, Inc.; CG Marketing of
Arizona,  Inc.;  Enstech  Resources,  Inc.;  Norman,  Riley & Associates,  Inc.;
Vi-Tech,  Inc., each an Arizona corporation,  and James K. Martens and Ronald L.
Jensen, the principal shareholders of the acquired companies.                   

Acxiom is acquiring  the acquired  companies in a series of merger  transactions
in which  Acxiom  will  issue  2,000,000  shares of Acxiom  common  stock to the
shareholders  of the  acquired  companies.  However,  if the value of  2,000,000
shares of Acxiom  common  stock on the  closing  date for the mergers is greater
than $46.2 million or less than $43.0 million based on the average  market price
of Acxiom shares over the fifteen trading days ending two business days prior to
the closing, the number of shares Acxiom will issue will be adjusted so that the
shareholders  receive shares having a value no greater than $46.2 million and no
less than $43.0  million based on that average  market  price.  The total Acxiom
shares to be issued will be allocated among the acquired companies as follows:  

Acquired Company                             Allocation Percentage              

Computer Graphics                                     50%                       
CG Marketing                                          30%                       
Enstech                                               10%                       
Norman Riley                                           5%                       
Vi-Tech                                                5%                       

For more  detailed  information  about the proposed  mergers see the  discussion
under the heading The Mergers beginning at page 17.                             

In  addition  to the  mergers,  Acxiom  will  acquire  from  Martens,  Jensen  &
Associates,  an Arizona general  partnership  which is controlled by Mr. Martens
and Mr.  Jensen,  real estate which is used by the  acquired  companies as their
principal  offices.  Acxiom is acquiring  this real estate from the  partnership
through the  issuance  of a number of shares of Acxiom  common  stock  having an
aggregate  value of  $5,047,500,  based on the  average  market  price of Acxiom
shares  over the                                                                

-1- 

424B2 7th Page of 635 TOC 1st Previous Next ↓Bottom Just 7th
fifteen  trading  days ending two business  days prior to the closing.  For more
detailed  information  about  the  proposed  real  estate  acquisition,  see the
discussion under the heading Real Estate Acquisition by Acxiom beginning at page
19.                                                                             

The mergers and the  acquisition of real estate from the  partnership  are being
accounted   for  by   Acxiom   as  a  single,   integrated   transaction   as  a
pooling-of-interests.  Although the mergers and the  acquisition  of real estate
from the partnership are separate legal  transactions,  for the purposes of this
information statement/prospectus they are being treated as a single transaction.

The Joint Special Meeting                                                       

A joint  special  meeting  of the  shareholders  of the  acquired  companies  is
scheduled to be held at the main office of Computer Graphics of Arizona, Inc. at
19621 North 23rd  Avenue,  Phoenix,  Arizona  85027 on May 28, 1999 at 9:00 a.m.
local time.  The purpose of the joint  special  meeting  will be to consider and
vote  upon the  approval  and  adoption  of the  acquisition  agreement  and the
approval of the mergers.  Only holders of shares of common stock of the acquired
companies of record at the close of business on May 13, 1999 will be entitled to
vote at the joint special meeting. For more detailed information about the joint
special meeting, see the discussion under the heading Information Concerning the
Joint Special Meeting beginning at page 17.                                     

As of the record date, 60% of the outstanding  shares of Computer Graphics were,
directly or indirectly,  beneficially owned by Mr. Martens and Mr. Jensen. As of
the record date, 100% of the outstanding shares of common stock of CG Marketing,
Enstech,  Norman Riley and Vi-Tech were,  directly or  indirectly,  beneficially
owned by Mr. Martens and Mr.  Jensen.  Mr. Martens and Mr. Jensen own sufficient
shares in each of the acquired  companies  to approve and adopt the  acquisition
agreement and the mergers.  For more detailed  information  about the ability of
Mr. Martens and Mr. Jensen to approve the mergers,  see the discussion under the
heading Security  Ownership of Certain  Beneficial  Owners and Management of the
Acquired Companies beginning at page 33.                                        

Exchange Ratio                                                                  

Acxiom will issue 2,000,000 shares of its common stock in the mergers.  However,
if the value of 2,000,000  shares of Acxiom common stock on the closing date for
the mergers is greater than $46.2  million or less than $43.0  million  based on
the average of the high and low price of Acxiom  shares for the 15 trading  days
ending two business days prior to the closing,  the number of shares Acxiom will
issue will be adjusted so that the shareholders receive shares having a value no
greater than $46.2  million and no less than $43.0 million based on that average
price.  The average  market  price for Acxiom  shares for the fifteen days ended
March 31, 1999 was $25.24.  If that market price was  applicable at the closing,
Acxiom  would be  required  to issue an  aggregate  of  1,830,303  shares in the
mergers and the exchange ratio for each share of stock of each acquired  company
based on the allocation percentages discussed on page 1 would be as follows:    

-2- 

424B2 8th Page of 635 TOC 1st Previous Next ↓Bottom Just 8th
Acquired Company                              Exchange Ratio                    

Computer Graphics                                45.75768                       
CG Marketing                                    274.54605                       
Enstech                                         915.15352                       
Norman                                           45.75768                       
Vi-Tech                                          45.75768                       

The exchange ratio represents the number of Acxiom shares that will be issued in
exchange for each share of each  acquired  company.  The table above is included
for illustrative purposes only. The actual average market price of Acxiom shares
and the number of Acxiom  shares to be issued in the  mergers  will not be known
until just prior to closing.  Neither  party has the right to walk away from the
transaction and there are no re-distribution  obligations if the value of Acxiom
shares fall below a certain price.                                              

The parties  anticipate that the shareholder  vote and the closing will occur on
the same date, if the shareholders approve the mergers. The shareholders will be
able to determine  the  exchange  ratio that will apply at the time they vote on
the mergers and will know the number of shares of Acxiom  common stock they will
receive at the closing.  For more detailed information about the exchange ratio,
see the discussion under the heading The Mergers-General beginning at page 18.  

The Transactions                                                                

Background of Transactions                                                      

The  management  of  Acxiom  and the  acquired  companies  began  considering  a
potential  transaction  in August,  1998. A letter of intent was  finalized  and
executed on  September  29,  1998.  The  acquisition  agreement  was executed on
December  31,  1998.  The  acquisition  agreement  was approved by the boards of
directors of the acquired companies on December 28, 1998.                       

Board of Director Recommendations                                               

The  boards  of  directors  of the  acquired  companies  voted  to  approve  the
acquisition  agreement as being in the best interest of the  shareholders of the
acquired companies and recommend that the shareholders of the acquired companies
vote for the  approval  of the  mergers  and the  approval  and  adoption of the
acquisition agreement. For more detailed information about the boards' decisions
to recommend the  transactions,  see the  discussion  under the heading Board of
Directors Recommendations beginning at page 20.                                 

-3- 

424B2 9th Page of 635 TOC 1st Previous Next ↓Bottom Just 9th
Effective Time of the Mergers; Exchange of Stock Certificates                   

The mergers  will be  consummated  at the time and on the date that  articles of
merger  are filed  with the  Arizona  Secretary  of State or at a later  time if
specified in the  articles of merger.  It is  presently  contemplated  that this
closing  will occur as soon as possible  after the  necessary  approvals  of the
shareholders  of the  acquired  companies  have been  obtained.  On the date the
mergers  are  completed,  stock  certificates  held by the  shareholders  of the
acquired companies and title to the acquired real estate held by the partnership
will be delivered to Acxiom and  exchanged for the shares of Acxiom common stock
that the  shareholders and the owners of the real estate are entitled to receive
as a result of the mergers and the real estate  acquisition.  For more  detailed
information  about the exchange of Acxiom shares for acquired  companies shares,
see the discussion under the heading Effective Time of the Mergers;  Exchange of
Stock Certificates beginning at page 21.                                        

Conditions; Representations and Warranties; Amendment and Termination           

The  obligations of Acxiom and the acquired  companies to consummate the mergers
are subject to:                                                                 

-    the necessary vote of the shareholders of the acquired companies  approving
the mergers;                                                          

-    Mr.  Martens and Mr.  Jensen  having  delivered to Acxiom  covenants not to
compete;                                                              

-    the receipt by Acxiom of evidence  reasonably  satisfactory  to Acxiom that
     the  acquired  companies  have rights to use  software  used in products of
     Vi-Tech and  developed  under  agreement  by a  third-party  vendor for the
     acquired  companies without the requirement of a payment to the third-party
vendor;                                                               

-    Acxiom acquiring the real estate from the partnership;                     

-    Acxiom  having  received an opinion  from KPMG LLP that the mergers and the
     acquisition  of the  real  estate  will  qualify  for  pooling-of-interests
accounting treatment;                                                 

-    The acquired  companies and Mr.  Martens and Mr.  Jensen having  received a
     favorable  opinion from Hughes  Hubbard & Reed LLP that each of the mergers
     will qualify as a  reorganization  within the meaning of Section  368(a) of
the internal revenue code.                                            

Each of these conditions may be waived by the party that has required it.       

The  acquisition  agreement  may be amended by  agreement  between  Acxiom,  Mr.
Martens and Mr. Jensen, and the acquired  companies.  The acquisition  agreement
may be  terminated  by either  Acxiom or the  acquired  companies if by June 30,
1999,  the  conditions  specified  in the  acquisition  agreement  have not been
satisfied or waived.  For more  detailed  information  about  conditions  to the
mergers and amendment of the acquisition agreement, see the discussion under the
heading  Conditions;   Representations  and   Warranties/Indemnification/Escrow;
Amendment and Termination beginning at page 23.                                 

-4- 

424B2 10th Page of 635 TOC 1st Previous Next ↓Bottom Just 10th
Dissenters' Rights                                                              

Chapter 13 of the Arizona  Business  Corporation Act gives  shareholders in each
acquired  company the right to dissent from the merger  involving  that acquired
company and to obtain payment of the fair value of the  shareholder's  shares of
acquired company's stock rather than receiving shares of Acxiom common stock. In
order for a shareholder to dissent and to obtain payment for his shares, he must
comply with the  requirements  and  procedures set forth in the Arizona Act. The
obligation of the acquired  companies  and Mr.  Martens and Mr. Jensen to effect
the mergers is subject to the receipt by the acquired companies of a tax opinion
from Hughes Hubbard & Reed LLP. The  obligations of Acxiom to effect the mergers
is  subject  to  the   transactions   being   accounted   for  by  Acxiom  as  a
pooling-of-interests.  Depending on the number of  shareholders  of the acquired
companies that exercise dissenters' rights, Hughes Hubbard & Reed LLP may not be
able to issue  the  required  tax  opinion  and  Acxiom  may be  prevented  from
accounting for the  transactions  as a  pooling-of-interests.  For more detailed
information  about the right to dissent,  see the  discussion  under the heading
Dissenters' Rights beginning at page 30.                                        

Federal Income Tax Considerations                                               

The mergers  have been  structured  with the intent that they be tax-free to the
shareholders of the acquired companies for U.S. federal income tax purposes. The
obligations  of the acquired  companies and Mr. Martens and Mr. Jensen to effect
the mergers are subject to the receipt by the  acquired  companies of an opinion
of Hughes Hubbard & Reed LLP, special counsel to the acquired companies,  to the
effect  that each of the mergers  will  qualify as a  reorganization  within the
meaning of Section 368(a) of the Code. For more detailed  information  about the
tax  consequences of the mergers,  see the discussion  under the heading Federal
Income Tax Considerations beginning at page 25.                                 

The  acquisition  by Acxiom of the real estate will be a taxable  transaction to
the partnership.                                                                

Comparison Of Rights Of Acxiom And Acquired Companies Shareholders              

Each of the acquired companies is incorporated under the laws of Arizona. Acxiom
is incorporated  under the laws of Delaware.  Upon  consummation of the mergers,
the  shareholders  of the acquired  companies,  whose rights are governed by the
laws of Arizona and the  articles of  incorporation  and by-laws of the acquired
companies,  will become shareholders of Acxiom and their rights will be governed
by the laws of Delaware  and the  certificate  of  incorporation  and by-laws of
Acxiom. The most significant differences between being an Acxiom shareholder and
being an acquired company shareholder are the following:                        

-    80% shareholder  approval is required to amend Acxiom's charter  regarding:
     election of directors,  action of shareholders without a meeting, amendment
of bylaws,  and fair price                                            

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424B2 11th Page of 635 TOC 1st Previous Next ↓Bottom Just 11th
     provisions for business  combinations --- the acquired  companies' articles
of incorporation only require majority vote to amend articles;        

-    Acxiom's   charter   requires   supermajority   voting  for  some  business
     combinations  --- the acquired  companies'  articles only require  majority
vote for all business combinations;                                   

-    Acxiom shareholders have dissenters' rights only when Acxiom is involved in
     a  merger  or  consolidation  ---  acquired  companies'  shareholders  have
     dissenters' rights when their company is involved in a merger or when there
     is a sale of all of their company's  assets or when specific  amendments to
the articles or bylaws are approved;                                  

-    Acxiom has a shareholder  rights plan in place which may deter a party from
     attempting  to acquire  Acxiom  --- none of the  acquired  companies  has a
similar plan;                                                         

For a more detailed  comparison of the rights of Acxiom and acquired  companies'
shareholders,  see the  discussion  under the  heading  Comparison  of Rights of
Acxiom and Acquired Companies Shareholders beginning at page 27.                

Accounting Treatment                                                            

Acxiom believes that the mergers and the acquisition of the real estate from the
partnership will qualify as a pooling-of-interests  for accounting and financial
reporting purposes. Consummation of the transactions is conditioned upon receipt
by Acxiom of an opinion from KPMG LLP, Acxiom's  independent public accountants,
stating that the transactions will qualify for  pooling-of-interests  accounting
treatment.                                                                      

Comparative Stock Prices                                                        

The reported  closing sale price of Acxiom  common stock on the Nasdaq  National
Market  System on  December  30,  1998,  the last full day of trading for Acxiom
common  stock prior to execution of the  acquisition  agreement,  was $28.25 per
share.  There is no active  market for the shares of common  stock of any of the
acquired companies.  See Acquired  Companies' Stock and Dividend  Information at
page 32. As of  December  31,  1998,  the book  value per share of the  acquired
companies was $288.85.                                                          

Based on an assumed aggregate exchange ratio of 62.41978 shares of Acxiom common
stock for each share of common stock of the acquired companies,  the fair market
value of each share of common stock of the acquired companies is $1,763.36.  The
aggregate  value of Acxiom  common  stock to be  received by all holders of each
acquired  company's  common stock would be as follows  based on the  assumptions
described below:                                                                

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424B2 12th Page of 635 TOC 1st Previous Next ↓Bottom Just 12th
                                  Exchange Ratio             Value

Computer Graphics                           40.88496             $23,100,000    
CG Marketing                               245.30973              13,860,000    
Enstech                                    817.69912               4,620,000    
Norman Riley                                40.88496               2,310,000    
Vi-Tech                                     40.88496               2,310,000    

For  purposes  of this  calculation,  we used a fair market  price for  Acxiom's
common stock of $28.25 and we then used the procedure for determining the number
of shares to be issued in connection  with the mergers and the  percentages  for
allocating  the total  shares to be issued  to each  acquired  company  that are
described under The Mergers - General at page 18. The exchange  ratio represents
the number of shares of Acxiom  common  stock that would be issued based on this
price and aggregate  values for each share of each acquired  company.  This fair
market price,  aggregate values and exchange ratios are not necessarily the fair
market price of Acxiom common stock,  the resulting  aggregate  values of Acxiom
common stock and the exchange  ratios that will be  applicable as of the closing
of the mergers, each of which will be calculated at that time based on the terms
of the acquisition agreement.                                                   

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Risk Factors

The following are factors that should be considered by the  shareholders  of the
acquired companies in evaluating the mergers and the investment in Acxiom common
stock as a result of the mergers.                                               

Acxiom Average Market Price May Decrease                                        

In considering whether to approve the acquisition agreement, shareholders of the
acquired companies should consider the following:                               

-    the  actual  exchange  ratio  to be used  for  each  share  of stock of the
     acquired  companies  will be based on the  average  market  price of Acxiom
common stock;                                                         

-    the  market  price of  Acxiom  common  stock at the  effective  time of the
     mergers can be  expected  to vary from the market  prices as of the date of
     this  information  statement/prospectus  due to  changes  in the  business,
     operations  or  prospects  of  Acxiom,  and  general  market  and  economic
conditions;                                                           

-    the market price of Acxiom common stock can vary after the  effective  time
     of the mergers due to changes in the  business,  operations or prospects of
Acxiom, and general market and economic conditions;                   

Integration Of The Businesses Of Acxiom And The Acquired Companies May Not Prove
To Be Cost Efficient                                                            

The mergers  involve the  integration  of two  businesses  that have  previously
operated  independently.  As soon as practicable  following the mergers,  Acxiom
intends  to  integrate  the  operations  of  the  acquired  companies  into  its
operations.  However,  there can be no assurance  that Acxiom will  successfully
integrate the operations of the acquired  companies with those of Acxiom or that
all of the benefits  expected  from such  integration  will be realized.  Acxiom
believes that the potential  obstacles to  successful  integration  will be: the
consolidation of the data center operations;  the integration and combination of
the business units supporting the various industry  segments;  and the necessary
support  staffing  required  to  meet  the  combined  entity's  business  growth
opportunities. Any delay in completing the integration may negatively impact the
combined entity's ability to provide ongoing quality products and services which
in turn may negatively  impact the future revenues,  net income and earnings per
share  of the  combined  entity.  Additionally,  unexpected  costs  incurred  in
connection with the integration could decrease  operating margins and negatively
impact net income and earnings per share of the combined entity. There can be no
assurance that the  operations,  management and personnel of the businesses will
be compatible or that Acxiom or the acquired  companies  will not experience the
loss of key personnel.                                                          

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424B2 14th Page of 635 TOC 1st Previous Next ↓Bottom Just 14th
Legislation  Relating To Consumer Privacy May Affect Acxiom's Ability To Collect
Data                                                                            

There could be a material  adverse impact on Acxiom's direct  marketing and data
sales  business due to the  enactment  of  legislation  or industry  regulations
arising  from the  increase in public  concern  over  consumer  privacy  issues.
Restrictions  upon the  collection  and use of  information  which is  currently
legally  available  could be  adopted,  in which  case  the  cost to  Acxiom  of
collecting  certain  kinds of data  might be  materially  increased.  It is also
possible  that Acxiom  could be  prohibited  from  collecting  or  disseminating
certain types of data, which could in turn materially  adversely affect Acxiom's
ability to meet its customers' requirements.                                    

Postal Rate Increases Could Lead To Reduced Volume Of Business                  

The direct  marketing  industry has been  negatively  impacted from time to time
during  past years by postal  rate  increases.  Any future  increases  will,  in
Acxiom's opinion,  force direct mailers to mail fewer pieces and to target their
prospects more  carefully.  This sort of response by direct mailers could affect
Acxiom by decreasing  the amount of processing  services  purchased from Acxiom,
which could result in lower revenues, net income and earnings per share.        

Data Suppliers Might Withdraw Data From Acxiom Leading To  Acxiom's Inability To
Provide Products and Services                                                   

Acxiom  could  suffer a  material  adverse  effect if owners of the data used by
Acxiom were to withdraw the data from Acxiom.  Data  providers may withdraw data
from Acxiom if the data suppliers deem Acxiom to be competitive,  legislation is
passed  restricting the use of the data or the data supplier becomes  insolvent.
If a substantial  number of data suppliers  were to remove their data,  Acxiom's
ability to provide  products and  services to its  customers  may be  materially
adversely impacted  resulting in decreased revenue,  net income and earnings per
share.                                                                          

Short-Term Contracts Affect Predictability Of Revenues                          

While  approximately  54% of Acxiom's  total  revenue is currently  derived from
long-term  customer  contracts of over three years,  the  remainder is not. With
respect to that portion of the business which is not under  long-term  contract,
revenues are less predictable,  and Acxiom must consequently engage in continual
sales efforts to maintain its revenue stability and future growth.              

Acxiom Must Continue To Improve Technology To Remain Competitive                

Maintaining  technological  competitiveness  in its  data  products,  processing
functionality,  software  systems  and  services  is key to  Acxiom's  continued
success.  Acxiom's ability to continually  improve its current  processes and to
develop and  introduce  new  products and services is essential in order to meet
its competitors'  technological  developments and the increasingly sophisticated
requirements  of its  customers.  If Acxiom  failed to do so,  Acxiom could lose
customers to current or future competitors  resulting in decreased revenue,  net
income and earnings per share.                                                  

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424B2 15th Page of 635 TOC 1st Previous Next ↓Bottom Just 15th
Year 2000  Problems  Could  Affect  Acxiom's  Ability  To Deliver  Products  And
Services                                                                        

Many  computer  systems and  equipment  and  instruments  were  designed to only
recognize the last two digits of the calendar year. With the arrival of the Year
2000, these systems may encounter  operating  problems due to their inability to
distinguish  years after 1999 from years  preceding  1999.  Acxiom believes that
with modifications to existing software and conversions of new software the Year
2000 issue can be  mitigated.  However,  the systems of vendors on which  Acxiom
relies may not be converted in a timely fashion or a vendor or customer may fail
to  convert  its  systems  to be Year  2000  compliant  which  could  materially
adversely  impact  Acxiom's  ability to deliver  products  and  services  to its
customers.  Acxiom's  efforts to address the Year 2000 risk are discussed in the
Form 10-Q for the quarter ended  December 31, 1998 attached to this  information
statement/prospectus as Annex D.                                                

Information Regarding Forward-Looking Statements

This  information  statement/prospectus  includes,  and future filings by Acxiom
with the  Commission  and future oral and written  statements  by Acxiom and its
management may include,  forward-looking  statements.  These statements  include
statements  regarding Acxiom's or the acquired  companies'  financial  position,
results  of  operations,   market  position,   product   development,   software
replacement and/or remediation efforts, regulatory matters, growth opportunities
and growth rates, acquisition and divestiture  opportunities,  and other similar
forecasts and  statements of  expectation.  Words such as expects,  anticipates,
intends,  plans, believes,  seeks, estimates and should, and variations of these
words and similar  expressions,  are intended to identify these  forward-looking
statements. These statements are not statements of historical fact. Rather, they
are  based  on  Acxiom's  or the  acquired  companies'  estimates,  assumptions,
projections  and  current  expectations,   and  are  not  guarantees  of  future
performance.  Acxiom and each acquired company disclaim any obligation to update
or revise any  forward-looking  statement  based upon the  occurrence  of future
events,  the  receipt  of new  information,  or  otherwise.  Some  of  the  more
significant  factors that could cause Acxiom's or the acquired companies' actual
results and other matters to differ materially from the results, projections and
expectations  expressed  in the  forward-looking  statements  are  the  economic
climate and various pending legislation.                                        

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Acxiom Corporation

Selected Historical Financial Data
(In Thousands, Except Per Share Data) 

The following table sets forth selected historical financial data of Acxiom. The
selected historical financial data as of March 31, 1997 and 1998 and for each of
the three years ended March 31, 1996, 1997 and 1998 are derived from the audited
consolidated  financial  statements of Acxiom. The selected historical financial
data as of March 31, 1994,  1995 and 1996 and for the years ended March 31, 1994
and 1995 were derived from combining Acxiom historical  audited  information and
May & Speh historical audited  information.  The historical financial data as of
December 31, 1998 and for the nine months  ended  December 31, 1997 and 1998 are
derived from unaudited condensed consolidated financial statements of Acxiom and
have been prepared on the same basis as the historical  information derived from
audited  consolidated  financial  statements  and, in the opinion of management,
contain all adjustments, consisting only of normal recurring accruals, necessary
for the fair  presentation  of the results of operations  for such periods.  The
data should be read in conjunction  with the consolidated  financial  statements
and related notes of Acxiom attached as Annexes C, D, and F to this  information
statement/prospectus.                                                           

                                                             Nine Months
                     For The Fiscal Years Ended March 31,     Ended December 31,
                  ------------------------------------------- ------------------
                1994     1995     1996     1997     1998     1997     1998
                 -------  -------  -------  -------  -------  -------  -------
STATEMENT OF                                                                    
EARNINGS DATA                                                               
Revenue          $193,461 $254,115 $331,543 $479,239 $569,020 $406,870 $521,080 
Net earnings       11,803   18,243   26,084   37,735   46,055   32,468  (36,045)
Basic earnings                                                                  
  per share          0.20     0.30     0.41     0.54     0.64     0.45    (0.48)
Diluted earnings                                                                
  per share          0.19     0.29     0.38     0.49     0.57     0.41    (0.48)
Shares used in                                                                  
computing                                                                   
earnings                                                                    
per share:                                                                  
Basic              60,248   61,025   63,398   69,279   72,199   72,042   75,230 
Diluted            62,014   63,574   68,567   78,065   80,909   80,660   75,230 

As Of March 31, 
                  -------------------------------------------       December 31,
               1994     1995     1996     1997     1998             1998
                -------  -------  -------  -------  -------          -------
BALANCE SHEET                                                                   
DATA                                                                        
Total assets     $153,349 $182,148 $240,853 $411,629 $673,150         $744,328  
Long-term debt,                                                                 
excluding                                                                   
current                                                                     
installments     52,689   33,270   43,745  109,371  254,240          312,582
Redeemable                                                                      
common stock      7,692        0        0        0        0                0
Stockholders'                                                                   
equity           65,885  105,878  140,385  231,828  301,194          286,358

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424B2 17th Page of 635 TOC 1st Previous Next ↓Bottom Just 17th
The Acquired Companies
Selected Unaudited Historical Financial Data
(In Thousands, Except Per Share Data) 

The  following  table  sets  forth  selected  historical  financial  data of the
acquired companies.  The selected historical financial data are derived from the
unaudited combined financial statements of all of the acquired companies and, in
the opinion of  management,  the financial  statements  include all  adjustments
necessary to present the  financial  statements  in  accordance  with  generally
accepted accounting principles.  The data should be read in conjunction with the
unaudited  combined  financial  statements  of the acquired  companies  included
elsewhere in this document.                                                     

Pro forma basic and diluted  earnings per share have been computed by converting
the  outstanding  shares of the acquired  companies  into Acxiom  common  shares
according to the terms of the acquisition agreement.  The exchange ratio used in
converting the acquired companies'  outstanding shares into Acxiom common shares
assumes a 15-day  average  market  price of Acxiom  common  stock of $25.24  per
share,  which is the 15-day  average as of March 31, 1999.  This assumed  15-day
average market price and the resulting  exchange  ratios are not necessarily the
15-day average market price of Acxiom common stock and the exchange  ratios that
will be  applicable  as of the  closing  of the  mergers,  each of which will be
calculated at that time based on the terms of the acquisition agreement.        

                                                           Nine Months
                   For The Fiscal Years Ended March 31,     Ended December 31,
                 --------------------------------------    -----------------
                1994    1995    1996    1997    1998       1997     1998
                ------  ------  ------  ------  ------     ------   ------
STATEMENT OF                                                                    
EARNINGS DATA                                                               
Revenue           $12,891 $14,021 $15,128 $19,993 $23,309    $17,150  $17,372   
Net earnings          562     623   1,200   1,209   1,100      1,062    1,118   
Pro forma basic                                                                 
and diluted                                                                 
earnings per      $0.31   $0.34   $0.66   $0.66   $0.60      $0.58    $0.61 
share                                                                       

Shares used in                                                                  
computing pro                                                               
forma basic and                                                             
diluted earnings                                                            
per share:        1,830   1,830   1,830   1,830   1,830      1,830    1,830 

Cash dividends                                                                  
paid                 $0      $0      $0    $116    $153       $153     $160 

   As Of March 31,
                    -----------------------------------------       December 31,
                1994     1995     1996     1997     1998            1998
                 -----    -----    -----    -----    -----           -----
BALANCE SHEET                                                                   
DATA                                                                        
Total assets       $7,174   $7,313   $6,173   $7,621   $7,946          $9,226   
Long-term debt,                                                                 
excluding                                                                   
current               0        0    1,477      527        0               0 
installments                                                                
Stockholders'                                                                   
equity            1,370    1,748    2,273    5,240    6,493           7,883 

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Acxiom Corporation And The Acquired Companies 
Selected Unaudited Pro Forma Financial Information
(In Thousands, Except Per Share Data) 

The following  table sets forth certain  selected  unaudited pro forma financial
data for Acxiom after giving effect to the mergers and the  acquisition  of real
estate  from  the   partnership   for  the  periods   indicated   applying   the
pooling-of-interests  method of financial accounting. The following table should
be read together with the  consolidated  financial  statements and  accompanying
notes  of  Acxiom  attached  as  Annexes  C,  D,  and  F  to  this   information
statement/prospectus  and the combined  financial  statements  and  accompanying
notes of the acquired companies included on pages F-1 through F-8.  The selected
pro forma  statement of earnings data includes  Acxiom's  historical  results of
operations  for the nine months  ended  December  31, 1998 and the three  fiscal
years  ended  March 31,  1996,  1997 and 1998,  respectively,  and the  acquired
companies  combined  historical  results of operations for the nine months ended
December 31, 1998 and the twelve  months  ended March 31,  1996,  1997 and 1998,
respectively. The unaudited pro forma balance sheet data presents the historical
balance  sheet of Acxiom and the acquired  companies as of December 31, 1998 and
the historical book value of the real estate to be acquired from the partnership
as of  December  31,  1998.  The  fiscal  year end of Acxiom  is March  31;  the
unaudited  statements  of earnings of Acxiom for the nine months ended  December
31,  1998 and the balance  sheet of Acxiom as of  December  31, 1998 used in the
selected  unaudited pro forma  financial  information  have been prepared on the
same  basis  as  the  historical  information  derived  from  audited  financial
statements and, in the opinion of management, contain all adjustments consisting
only of normal  recurring  accruals  necessary for the fair  presentation of the
results of operations for such periods.  The companies  included in the combined
financial  statements of the acquired  companies  have various fiscal year ends.
The unaudited historical financial statements of the acquired companies,  in the
opinion  of  management,   contain  all  adjustments   necessary  for  the  fair
presentation of such financial  statements in accordance with generally accepted
accounting  principles.  Pro forma total assets and stockholders' equity include
$538 related to the acquisition of certain real estate from the partnership. See
The  Mergers - Real  Estate  Acquisition  by  Acxiom at page 19.   The pro forma
financial  data in the table  below are  presented  for  information  and do not
indicate  what the  financial  position or the results of  operations  of Acxiom
would  have been had the  mergers  occurred  as of the dates or for the  periods
presented or what the  financial  position or future  results of  operations  of
Acxiom will be. No adjustment has been included in the pro forma  financial data
for transaction costs, integration costs or cost savings, if any, resulting from
the mergers.                                                                    

Basic and  diluted  earnings  per share have been  computed  by  converting  the
outstanding shares of the acquired companies into Acxiom common shares according
to the terms of the acquisition agreement. The exchange ratio used in converting
the acquired  companies'  outstanding shares into Acxiom common shares assumes a
15-day average market price of Acxiom common stock of $25.24 per share, which is
the 15-day  average as of March 31, 1999.  This assumed  15-day  average  market
price and the resulting  exchange ratios are not  necessarily the 15-day average

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market  price of  Acxiom  common  stock  and the  exchange  ratios  that will be
applicable as of the closing of the mergers, each of which will be calculated at
that time based on the terms of the acquisition agreement.                      

                                                                   Nine Months
                            For The Fiscal Years Ended             Ended
                                         March 31,                  December 31,
                             -------------------------------       -----------
                          1996        1997        1998            1998
                           -------     -------     -------         -------
STATEMENT OF EARNINGS                                                           
DATA                                                                        
Revenue                      $346,671    $499,232    $592,329        $538,452   
Net earnings                   27,284      38,944      47,155         (34,927)  
Basic earnings per share        $0.42       $0.55       $0.64          ($0.45)  
Diluted earnings per            $0.39       $0.49       $0.58          ($0.45)  
share                                                                       
Shares used in computing                                                        
earnings per share:                                                         
Basic                          65,228      71,109      74,029          77,060   
Diluted                        70,397      79,895      82,739          77,060   

                                                                    December 31,
                                                                  1998
                                                                   -------
BALANCE SHEET DATA                                                              
Total assets                                                         $754,092   
Long-term debt, excluding current installments                        312,582   
Stockholders' equity                                                  294,779   

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Comparative Per Share Data

The  following  table sets forth actual  historical  earnings and book value per
common share  information  for Acxiom and the acquired  companies  and unaudited
information  on a pro forma  combined  basis and per share  equivalent pro forma
basis for the acquired  companies.  No cash dividends have ever been paid on the
Acxiom common  stock.  Dividends  paid by the five  acquired  companies on their
common stock are described in Acquired Companies Stock and Dividend  Information
at page 32. Pro forma  combined  information  is derived  from the  combined pro
forma  information  presented  on pages 13-14 which gives  effect to the mergers
under the pooling-of-interests  accounting method as if the mergers had occurred
at April 1, 1995,  with respect to earnings per share data and December 31, 1998
with respect to per share book value data. The historical  data are based on the
historical  consolidated  financial  statements  and  related  notes  of  Acxiom
included  in the  annexes  to  this  information  statement/prospectus  and  the
historical  combined financial  statements of the acquired companies included in
this information  statement/prospectus and the historical book value of the real
estate  acquired from the  partnership.  This table should be read together with
the historical audited and unaudited consolidated financial statements of Acxiom
and the unaudited  combined  financial  statements of the acquired companies and
related  notes.  The data presented do not indicate  Acxiom's  future results of
operations or actual results that would have occurred necessarily if the mergers
had occurred at the beginning of the periods indicated. No adjustments have been
included for  transaction  costs,  integration  costs or cost  savings,  if any,
resulting from the mergers.                                                     

Acxiom's  historical book value per share is computed by dividing  stockholders'
equity by the number of shares of common  stock  outstanding  at the end of each
period. Pro forma acquired companies historical book value per share is computed
by  dividing  the  acquired  companies  stockholders'  equity  by the pro  forma
outstanding shares of the acquired companies.  Pro forma outstanding shares have
been computed based on the exchange ratio reflected  below. Pro forma historical
basic  and  diluted  earnings  per  share of the  acquired  companies  have been
computed by converting  the  outstanding  shares of the acquired  companies into
Acxiom common shares based upon the exchange ratio reflected below.             

The pro forma  combined  basic and diluted  earnings  per share are based on the
combined  weighted average number of common and dilutive shares of Acxiom common
stock and the  acquired  companies'  common  stock for each  period  based on an
aggregate  estimated  exchange  ratio of Acxiom  common stock for each  acquired
company's  share of 69.85905.  The 15-day average market price used in computing
the exchange ratio was assumed to be, for purposes of this  calculation,  $25.24
per Acxiom common share,  which is the 15-day  average  market price as of March
31, 1999.                                                                       

The shares used in the  computations  below were based upon an assumed  price of
$25.24,  which is the 15-day average  market price as of March 31, 1999.  Should
the 15-day  average  market  price as of the date of closing be  different  than
$25.24,  the  number  of  shares  to  be  issued  to  the  acquired   companies'
shareholders  would also  differ.  The  following  table  reflects the number of
shares which would be issued based on different average market prices.          

Number of shares to           
15-day average          be issued to acquired             Number of shares to   
 market price           companies shareholders         be issued for real estate

$30.00                       1,540,000                    168,250             
$25.24                       1,830,303                    199,966             
$25.00                       1,848,000                    201,900             
$21.50-$23.10                2,000,000                    234,767-218,506     
$20.00                       2,160,000                    252,375             

Book  value  per  share  for the pro  forma  combined  presentation  is based on
outstanding Acxiom common shares,  adjusted to include an estimate of the shares
of Acxiom  common stock to be issued in the mergers,  including  199,966  shares
estimated  to be issued in  connection  with the  acquisition  of  certain  real
estate.  See The Mergers - Acquisition of Real Estate by Acxiom at page 19.     

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The acquired  companies' pro forma per share  equivalent  data is based upon the
exchange ratio for the acquired companies as described above. Pro forma combined
and the  acquired  companies  pro forma  basic and  diluted  earnings  per share
represent the earnings per share that may have resulted if the  transaction  had
occurred at the beginning of the periods  presented  below.  Additionally,  this
information  can be compared  to the Acxiom  historical  and pro forma  acquired
companies  historical  basic and diluted  earnings  per share to  determine  the
difference  that may have resulted had the transaction occurred at the beginning
of the periods  presented  below.  The same comparison holds true for book value
per share except that the data is presented as though the  transaction  occurred
at the end of the  periods  presented  below.  The  reason  for the  unfavorable
comparisons  for the nine months  ended  December 31, 1998 is due in part to the
special charges taken by Acxiom related to its merger with May & Speh.          

                                                                   Nine Months
                             For The Fiscal Years Ended And        Ended
                                         AS OF MARCH 31,            December 31,
                                ------------------------------     -----------
                               1996      1997      1998           1998
                               ----      ----      ----           ----
ACXIOM HISTORICAL                                                               
Basic earnings per share           $0.41     $0.54     $0.64         ($0.48)    
Diluted earnings per share          0.38      0.49      0.57          (0.48)    
Book value per share                                    4.11           3.68     

PRO FORMA ACQUIRED COMPANIES                                                    
HISTORICAL                                                                  
Basic and diluted earnings per                                                  
share                            $0.66     $0.66     $0.60          $0.61   
Book value per share                                    3.46           4.15     

PRO FORMA COMBINED                                                              
Basic earnings per                 $0.42     $0.55     $0.64         ($0.45)    
share                                                                           
Diluted earnings per share          0.39      0.49      0.58          (0.45)    
Book value per share                                    4.10           3.69     

ACQUIRED COMPANIES PRO FORMA                                                    
PER SHARE EQUIVALENTS                                                       
Basic earnings per share           $0.42     $0.55     $0.64         ($0.45)    
Diluted earnings per share          0.39      0.49      0.58          (0.45)    
Book value per share                                    4.10           3.69     

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Information Concerning The Joint Special Meeting

The Joint Special Meeting                                                       

Only  shareholders of record of the acquired  companies at the close of business
on May 13,  1999 are  entitled  to  receive  notice  of and to vote at the joint
special meeting. The joint special meeting will be held at 19621 N. 23rd Avenue,
Phoenix,  Arizona on May 28, 1999 at 9:00 a.m.,  local time. Each shareholder of
an acquired  company  will be entitled to one vote per share with respect to the
merger of that acquired company. At the joint special meeting,  the shareholders
of the acquired  companies will vote whether to approve the mergers and to adopt
and approve the acquisition agreement.                                          

Vote Required                                                                   

Under the Arizona  Business  Corporation Act, the affirmative vote of a majority
of the issued and  outstanding  shares of an  acquired  company is  required  to
approve  the  merger  of that  acquired  company  and to adopt and  approve  the
acquisition  agreement.  If a shareholder  abstains from voting,  or if a broker
holds shares and cannot vote those  shares,  then this will have the same effect
as a vote against that particular merger.                                       

As of the record date, 60% of the outstanding shares of common stock of Computer
Graphics was, directly or indirectly,  beneficially owned by Mr. Martens and Mr.
Jensen. As of the record date, 100% of the outstanding shares of common stock of
CG Marketing,  Enstech,  Norman Riley and Vi-Tech was,  directly or  indirectly,
beneficially  owned by Mr.  Martens and Mr.  Jensen.  Mr. Martens and Mr. Jensen
plan to vote in  favor of the  approval  of the  mergers  and the  approval  and
adoption of the acquisition  agreement at the joint special meeting. The vote of
the shares of common stock of each of the acquired companies  beneficially owned
by Mr.  Martens  and Mr.  Jensen is  sufficient  to approve  the mergers and the
acquisition  agreement without any action on the part of any other  shareholders
of any of the acquired companies.                                               

At the date of this  information  statement/prospectus,  Acxiom does not own any
shares of common stock of any of the acquired companies.                        

Other Matters To Be Considered                                                  

It is not  anticipated  that  any  other  matter  will  be  brought  before  the
shareholders of any of the acquired companies at the joint special meeting.     

 The Mergers

The  terms  and  conditions  of the  mergers  are set  forth in the  acquisition
agreement,  which is attached to this  document as Annex A. The  following  is a
discussion of the material provisions of the acquisition agreement.             

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General                                                                         

The acquisition agreement provides for:                                         

1. the merger of CGA Acquisition  Corporation #1 with and into Computer Graphics
of Arizona,  Inc.  with  Computer  Graphics of Arizona,  Inc.  continuing as the
surviving corporation and as a wholly-owned subsidiary of Acxiom;               

2. the merger of CGA  Acquisition  Corporation  #2 with and into CG Marketing of
Arizona,  Inc.  with CG Marketing of Arizona,  Inc.  continuing as the surviving
corporation and as a wholly-owned subsidiary of Acxiom; and                     

3. the merger of Enstech Resources,  Inc., Norman, Riley & Associates,  Inc. and
Vi-Tech, Inc. with and into CGA Acquisition  Corporation #3 with CGA Acquisition
Corporation  #3 continuing as the surviving  corporation  and as a  wholly-owned
subsidiary of Acxiom.                                                           

Each of the mergers shall be in accordance with the Arizona Business Corporation
Act. Upon consummation of the mergers, each of the issued and outstanding shares
of common stock of the acquired  companies  will be converted  into the right to
receive shares of Acxiom common stock.                                          

The aggregate number of shares of Acxiom common stock to be issued in connection
with the mergers  will be  2,000,000  Acxiom  shares.  However,  if the value of
2,000,000  shares of Acxiom  common stock on the closing date for the mergers is
greater than $46.2  million or less than $43.0  million  based on the average of
the high and low price of Acxiom shares over the fifteen trading days ending two
business days prior to the closing,  the number of shares Acxiom will issue will
be adjusted so that the  shareholders  receive  shares having a value no greater
than $46.2 million and no less than $43.0  million based on that average  market
price. The total Acxiom shares to be issued will be allocated among the acquired
companies as follows:                                                           

Acquired Company                                      Allocation Percentage     

Computer Graphics                                              50%              
CG Marketing                                                   30%              
Enstech                                                        10%              
Norman Riley                                                    5%              
Vi-Tech                                                         5%              

The number of shares of Acxiom common stock  allocated to each acquired  company
shall be further  allocated and delivered to the  shareholders  of each acquired
company  based upon each  individual  shareholder's  ownership  interest  in the
acquired company.                                                               

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Based on the 15-day  average market price of Acxiom common stock as of March 31,
1999 of $25.24, the following exchange ratios would apply:                      

Acquired Company                                        Exchange Ratio          

Computer Graphics                                          45.75768             
CG Marketing                                              274.54605             
Enstech                                                   915.15352             
Norman Riley                                               45.75768             
Vi-Tech                                                    45.75768             

Based on this 15-day average market price and the resulting exchange ratios, the
shareholders of the acquired  companies would own approximately 2% of the Acxiom
common stock as a result of the mergers.  The actual 15-day average market price
applicable at the closing of the mergers and the resulting  exchange  ratios and
ownership  percentages  may be different  from the amounts  based on this 15-day
average market price.                                                           

No  fractional  shares of Acxiom  common stock will be issued as a result of the
mergers.  In lieu of the issuance of fractional  shares,  each shareholder of an
acquired company who would otherwise be entitled to a fractional share of Acxiom
common  stock will  receive a cash  payment  equal to the  product of the 15-day
average  market  price of a share  of  Acxiom  common  stock  multiplied  by the
fractional share of Acxiom common stock otherwise issuable to that shareholder. 

Real Estate Acquisition By Acxiom                                               

The  mergers are  conditioned  upon Acxiom  acquiring,  through the  issuance of
Acxiom common stock, real estate from the partnership as of the closing date for
the mergers. The real estate Acxiom is acquiring is an office building leased by
the  partnership  to  Computer  Graphics.  The  operations  of all the  acquired
companies are conducted in this office  building.  There are no other tenants in
this office building.                                                           

Acxiom is acquiring this real estate from the  partnership  through the issuance
of a number of shares of Acxiom common stock, based on the 15-day average market
price of Acxiom  common stock,  having an aggregate  value equal to $5,047,500 .
The purchase price for the real estate was established by an appraisal procedure
previously agreed on by the partnership and Acxiom. This procedure required that
each of Acxiom and Mr. Martens and Mr. Jensen obtain  independent  appraisals of
the fair market value of the real estate. If the fair market value determined by
the  appraisal  obtained by Acxiom was within 10% of the fair market  value from
the appraisal obtained by Mr. Martens and Mr. Jensen, the purchase price for the
real  estate  would be the  average  of those two  values.  Because  the  Acxiom
appraisal  was within 10% of the Martens and Jensen  appraisal,  the  $5,047,500
purchase  price  for the real  estate  was  determined  by  averaging  those two
appraisals.                                                                     

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No fractional shares of Acxiom common stock will be issued to the partnership in
the  acquisition  of the real  estate.  In lieu of the  issuance of a fractional
share,  the partnership  will receive a cash payment equal to the product of the
15-day average market price  multiplied by the fractional share of Acxiom common
stock otherwise issuable.                                                       

Background Of The Transactions                                                  

The  management  of  Acxiom  and the  acquired  companies  began  considering  a
potential  combination  in August,  1998. A letter of intent was  finalized  and
executed on  September  29,  1998.  The  acquisition  agreement  was executed on
December  31,  1998.  The  acquisition  agreement  was approved by the boards of
directors of the acquired companies on December 28, 1998. The acquired companies
have not received any other offers from any other parties.                      

Board Of Director Recommendations                                               

The boards of directors of the acquired companies believe the mergers are in the
best interest of the  shareholders of the acquired  companies and recommend that
the shareholders of the acquired  companies vote for the approval of the mergers
and the approval of the acquisition  agreement.  The boards of directors of each
of the acquired  companies in approving  and  recommending  the mergers to their
shareholders reviewed the following factors:                                    

-    the  financial  condition,  assets,  results of  operations,  business  and
     prospects of the  acquired  companies  and the risks  involved in achieving
     those  prospects  in view of the  current  industry,  economic  and  market
     conditions.  The boards of directors  noted in particular  the  competitive
     industry  in  which  the  acquired  companies  operate,   the  increase  in
     consolidation in the industry and the substantial  investment that would be
required to remain competitive;                                       

-    the  aggregate  value of Acxiom  shares to be received by the  shareholders
     compared  to  the  book  value  of the  acquired  companies,  which  amount
represents a premium over book value;                                 

-    the enhanced  liquidity to the  shareholders  resulting  from  exchanging a
     privately  held,  illiquid  investment  for  shares  of a  publicly  traded
company;                                                              

-    the  shareholders  would receive  shares of stock in Acxiom,  a much larger
     company  operating in a broader  sector of the  information  management and
     delivery  industry.  The boards of  directors  believed  that the  acquired
     companies would be unable to achieve  expansion into these broader industry
sectors without significant financial investment;                     

-    the expected  tax-free  treatment  of the  mergers.  The board of directors
     noted that shareholders current tax positions would not be disadvantaged by
the mergers;                                                          

-    the expected accounting treatment of the mergers as a pooling-of-interests;

-    the  strategic  and  financial   alternatives  available  to  the  acquired
     companies,  including  remaining  as  independent  companies,  taking  into
    account the competitive forces in the information  management and delivery
industry;                                                             

-    the  historical  prices of shares of Acxiom  common  stock.  The  boards of
     directors  noted  that the price of the shares of Acxiom  common  stock had
     performed  well  over the past  five  years  thereby  giving  the  board of
     directors  reason to believe  that Acxiom was well  managed and  suggesting
reasonable growth prospects for the future; and                       

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-    certain  publicly  available  information  with  respect  to the  financial
condition and results of operations of Acxiom.                        

In the  judgment  of the boards of  directors,  the  factors  cited  above were 
sufficient to justify their  conclusion that the  transactions  were in the best
interests of the  shareholders.  While a fairness  opinion  would have  provided
additional  information  on which the board of directors  could rely in reaching
their  decision,  it was not necessary for them to reach their  conclusion.  The
boards of directors,  as principals in the acquired  companies,  are  intimately
involved in the operations of the acquired  companies and sufficiently  familiar
with  the  information  management  and  delivery  industry  to be  aware of the
relative value of the acquired  companies within that industry.  The boards also
took into account the strong views of the controlling shareholders that they did
not believe a fairness  opinion was  necessary and that the costs of obtaining a
fairness  opinion would outweigh any benefits that it would  provide.  Given the
controlling   shareholders'  views  and  agreement  to  vote  in  favor  of  the
transactions  and the  substantial  expenses  involved,  the boards of directors
concluded  that  obtaining a fairness  opinion was not  necessary or in the best
interests  of the  shareholders.  In  addition,  in view of the wide  variety of
material factors  considered in connection with their evaluation of the mergers,
the boards of directors of the acquired  companies  did not find it  practicable
to, and did not,  quantify or otherwise  attempt to assign  relative  weights to
specific factors considered in reaching their determinations.                   

The  $5,047,500  purchase  price for the real estate was determined by averaging
independent appraisals obtained by each of Acxiom and Mr. Jensen and Mr. Martens
as discussed on page 19 under Real Estate Acquisition by Acxiom.                

Effective Time Of The Mergers; Exchange Of Stock Certificates                   

The mergers will be  consummated  on the date that  articles of merger are filed
with the  Arizona  Secretary  of State or at a later  time if  specified  in the
articles of merger. The parties contemplate that this closing will occur as soon
as possible after the necessary  approvals of the  shareholders  of the acquired
companies have been  obtained.  On the date the mergers are  consummated,  stock
certificates held by the shareholders of the acquired companies and title to the
acquired  real estate held by the  partnership  will be  delivered to Acxiom and
exchanged  for the shares of Acxiom common stock that the  shareholders  and the
owners of the real estate are entitled to receive.                              

Conduct Of Business Pending The Mergers                                         

Each of the  acquired  companies  has agreed that prior to  consummation  of the
mergers,                                                                        

-    it will conduct its businesses in the ordinary course,                     

-    it will use its reasonable best efforts to preserve its organization intact
     and to keep  available the services of its present  officers and employees,
     and to preserve the goodwill of  customers,  suppliers,  and others  having
business relations with it,                                           

-    it will maintain its  properties in the same working order and condition as
     its  properties  are  in as  of the  date  of  the  acquisition  agreement,
reasonable wear and tear excepted,                                    

-    it will not make or permit any change in its articles of  incorporation  or
bylaws, or in its authorized, issued or outstanding securities,       

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-    it will not grant any stock option or right to purchase any security of the
     acquired  companies,  issue any security  convertible into such securities,
     purchase,  redeem,  retire or otherwise acquire any of such securities,  or
agree to do any of these things,                                      

-    it will not make any nonrequired contribution to, or distribution from, any
     employee  benefit  plan,  pension  plan,  stock bonus plan,  401(k) plan or
profit sharing plan,                                                  

-    it will not increase the compensation payable or to become payable by it to
     any officer, director, employee, consultant or agent and not make any bonus
     payment or arrangement to any officer,  director,  employee,  consultant or
     agent other than in the ordinary  course of business  consistent  with past
practice,                                                             

-    it will not take any  action,  or permit any action to be taken  within its
     control,  which would prevent the  qualification of any of the mergers as a
reorganization within the meaning of Section 368(a) of the Code,      

-    it will not enter into any data or software  license  agreement with a term
     of one year or  longer  or  involving  aggregate  obligations  in excess of
     $150,000 which is not assignable without restriction in connection with the
mergers,                                                              

-    it will not change any of its banking  arrangements  or grant any powers of
attorney and                                                          

-    it will not change any of its accounting methods or practices.             

Acxiom has agreed that  prior to  consummation  of the mergers                  

-    it will conduct its businesses and the businesses of its subsidiaries  only
     in the  ordinary  and usual  course of business  and  consistent  with past
practices,                                                            

-    there will be no material changes in the conduct of Acxiom's operations,   

-    it will not sell or pledge or agree to sell or pledge any stock owned by it
     in any of its  subsidiaries,  amend its  certificate  of  incorporation  or
     by-laws, split, combine or reclassify any shares of its outstanding capital
     stock, declare, set aside or pay any dividend or other distribution payable
     in cash, stock or property,  redeem or otherwise  acquire any shares of its
     capital stock or shares of the capital stock of any of its  subsidiaries or
     consolidate  or merge with or into another  company  unless at least 50% of
     the board of directors of the surviving  entity are members of the board of
     directors of Acxiom  immediately  prior to such merger or  consolidation or
are otherwise designated by Acxiom,                                   

-    neither it nor any of its subsidiaries  will authorize for issuance,  issue
     or sell or agree to issue or sell any  additional  shares  of, or rights of
any kind to acquire any shares of, its                                

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     capital  stock  of  any  class  or  enter  into  any  contract,  agreement,
commitment or arrangement with respect to the matters in this clause, 

-    it  will  use  its  reasonable   best  efforts  to  preserve  the  business
     organization of Acxiom and its subsidiaries, keep available the services of
     its and its subsidiaries' present officers and key employees,  and preserve
     the  goodwill  of  those  having  business  relationships  with  it and its
subsidiaries,                                                         

-    it will not  enter  into any  transaction  not in the  ordinary  course  of
     business if that  transaction  would have a material  adverse effect on the
     business  or  financial  condition  of  Acxiom  and its  subsidiaries  or a
     material  adverse effect on the shares to be issued in connection  with the
transactions contemplated by the acquisition agreement, and           

-    it will not take any action, or permit any action within its control, which
     would  prevent  the  treatment  of  Acxiom's  acquisition  of the  acquired
     companies  as  a  pooling-of-interests   for  accounting  purposes  or  the
     qualification of any of the mergers as a reorganization  within the meaning
of Section 368(a) of the Code.                                        

Conditions; Representations And Warranties/Indemnification/Escrow; Amendment And
Termination                                                                     

Conditions                                                                      

The obligations of the acquired  companies to consummate the mergers are subject
to the  satisfaction  or waiver of the  following  conditions  at or before  the
closing for the mergers:                                                        

-    The necessary vote of the shareholders of the acquired companies  approving
the mergers;                                                          

-    Mr.  Martens and Mr.  Jensen  having  delivered to Acxiom  covenants not to
compete;                                                              

-    The receipt by Acxiom of evidence  reasonably  satisfactory  to Acxiom that
     the  acquired  companies  have rights to use  software  used in products of
     Vi-Tech and  developed  under  agreement  by a  third-party  vendor for the
     acquired  companies without the requirement of a payment to the third-party
vendor;                                                               

-    Acxiom acquiring the real estate from the partnership;                     

-    Acxiom  having  received an opinion  from KPMG LLP that the mergers and the
     acquisition  of the  real  estate  will  qualify  for  pooling-of-interests
accounting treatment;                                                 

-    The acquired  companies and Mr.  Martens and Mr.  Jensen having  received a
     favorable  opinion from Hughes  Hubbard & Reed LLP that each of the mergers
     will qualify as a  reorganization  within the meaning of Section  368(a) of
the internal revenue code.                                            

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Each of these conditions may be waived by the party that has required it.       

Representations and Warranties/Indemnification/Escrow                           

The acquisition agreement contains a number of representations and warranties by
Acxiom,  the acquired  companies and Mr.  Martens and Mr.  Jensen.  The material
accuracy of these  representations and warranties as of the closing date for the
transactions  is a condition to the obligation of the parties to the acquisition
agreement to consummate the  transactions.  The  representations  and warranties
relate to matters such as the  organization  of each  company,  the authority of
each company to transact its business,  to enter into the acquisition  agreement
and to consummate the transactions contemplated by the acquisition agreement and
the absence of changes in the  financial  condition  of the  acquired  companies
since October 31, 1998.                                                         

The acquisition  agreement contains provisions which require the indemnification
of losses  incurred  by a party to the  acquisition  agreement  as a result of a
breach  by  another  party of a  representation,  warranty  or  covenant  in the
acquisition  agreement.  No indemnification shall be payable by the shareholders
of the acquired  companies  until the aggregate  amount of all losses covered by
their  obligations  to  indemnify  exceeds   $450,000.   At  the  closing,   the
shareholders of the acquired  companies and the partnership  will be required to
deposit  into  escrow five  percent  (5%) of the shares of Acxiom  common  stock
received at the closing for general and specific  indemnification matters. These
deposits are for the purpose of securing the indemnification obligation relating
to the  representations,  warranties or covenants of the acquired  companies and
Mr. Martens and Mr. Jensen in the acquisition agreement.                        

Those  escrowed  shares that are not  designated  for  specific tax and software
contract  matters  will be held until one year after the  closing.  Any of these
shares  remaining  in  escrow  after one year will be  released,  except  shares
sufficient to cover  possible  losses from pending claims will be held until the
pending claims are resolved.                                                    

Part of the shares in escrow are  designated to cover  specific tax and software
contract matters that might require  indemnification  of Acxiom and will be held
until  June 30,  2000 or,  for tax  matters,  until the  applicable  statute  of
limitations  has  expired.  Any shares  remaining  after these  periods  will be
released,  except that shares  sufficient to cover possible  losses from pending
claims will be held until the pending  claims are resolved.  Upon the resolution
of any indemnification  claims for which shares are held and not used to satisfy
a loss arising from the indemnification  claims, those remaining shares shall be
distributed to the shareholders of the acquired companies in accordance with the
provisions  described above. No claims for indemnification of the type indicated
may be made by Acxiom  after each of the dates  discussed  above.  No claims for
indemnification may be made by Mr. Martens and Mr. Jensen after June 30, 2000.  

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By voting in favor of the  mergers,  a  shareholder  of an  acquired  company is
approving the terms and conditions of the escrow  arrangements  described in the
acquisition   agreement  as  well  as  the  escrow   agreement   covering  those
arrangements  and is thereby  agreeing to share in the  obligations to indemnify
Acxiom under the acquisition  agreement to the extent of the shares deposited in
escrow.                                                                         

Amendment/Termination                                                           

The acquisition agreement may be amended by agreement among Acxiom, the acquired
companies  and Mr.  Martens and Mr.  Jensen.  The  acquisition  agreement may be
terminated  by either Acxiom or the acquired  companies and Mr.  Martens and Mr.
Jensen if, by June 30, 1999, specified  conditions in the acquisition  agreement
have not  been  satisfied  or  waived.  If  material  terms  of the  acquisition
agreement    are    amended    after    distribution    of    the    information
statement/prospectus,     Acxiom    will     redistribute     an     information
statement/prospectus that reflects the amendments.                              

Federal Income Tax Considerations                                               

The  following  discussion  sets  forth the  material  U.S.  federal  income tax
consequences  of the mergers and is based on the advice of Hughes Hubbard & Reed
LLP. The  discussion  of United States income tax laws set out below is based on
the Internal Revenue Code of 1986, as amended,  Treasury  regulations,  judicial
decisions,  and published  positions of the Internal  Revenue  Service as of the
date hereof and is subject to any changes  occurring in United  States law after
that date.  No rulings  have been or will be  requested  from the IRS  regarding
these matters.                                                                  

This  discussion  does not deal  with (a) all  aspects  of U.S.  federal  income
taxation that may be relevant to a particular  acquired  company's  shareholders
based on each shareholder's  particular  circumstances,  (b) an acquired company
shareholder who acquires or acquired  shares of any acquired  company's stock as
compensation,  or (c) any aspect of state,  local or non-United States tax laws.
Finally, this discussion is limited to investors who held shares of any acquired
company's stock and will hold shares of Acxiom common stock as "capital  assets"
within the meaning of Section 1221 of the Code.                                 

Each acquired company shareholder is urged to consult his or her own tax advisor
concerning the consequences to him or her of the mergers.                       

Transfer of Acquired Companies Shares Pursuant to the Mergers                   

The mergers  have been  structured  with the intent that each will  qualify as a
reorganization  within the  meaning of  Section  368(a) of the Code.  If they so
qualify, then for U.S. federal income tax purposes:                             

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         (a) except with respect to cash received in lieu of a fractional  share
         of  Acxiom  common  stock,  no  gain  or loss  will  be  recognized  by
         shareholders  of the acquired  companies  who exchange  their shares of
         stock of any  acquired  company  for  shares  of  Acxiom  common  stock
pursuant to the mergers;                                      

         (b) the tax basis of Acxiom  common stock  received in the mergers will
         be the same as the tax basis of the shares of acquired  companies stock
exchanged;                                                    

         (c) the holding period of shares of Acxiom common stock in the hands of
         shareholders of the acquired  companies will include the holding period
of the shares of acquired companies stock exchanged; and      

         (d) cash payments  received by dissenting  shareholders of the acquired
         companies will be treated as  distributions in redemption of the shares
         of acquired  companies  stock subject to the provisions and limitations
         of Section 302 of the Code. In general,  a  shareholder  of an acquired
         company will  recognize  capital  gain or loss equal to the  difference
         between the cash received and the shareholder's tax basis in the shares
         of acquired  company stock provided that the  shareholder  does not own
         and is not considered to own, under the constructive ownership rules of
the Code, any shares of Acxiom common stock after the mergers.

Shareholders  of the acquired  companies  who receive cash in lieu of fractional
shares of Acxiom  common  stock in the  mergers  will be treated as though  they
actually received fractional shares and those fractional shares were redeemed by
Acxiom immediately after receipt.  Any redemption payments will generally result
in the  recognition of capital gain or loss equal to the difference  between the
cash received and the tax basis of the fractional share.                        

The obligations of the acquired  companies to effect the mergers are conditioned
upon the receipt by Mr. Martens and Mr. Jensen and the acquired  companies of an
opinion by Hughes  Hubbard & Reed LLP  substantially  to the effect that each of
the  mergers  will  qualify as a  reorganization  within the  meaning of Section
368(a) of the Code.                                                             

The opinion of Hughes Hubbard & Reed LLP will be based on certain assumed facts,
including the  assumption  that cash received by  shareholders  of each acquired
company who  exercise  dissenter's  rights will not exceed 10 percent of the net
assets that the acquired company held  immediately  prior to the consummation of
the  mergers,  and will not  exceed  30  percent  of the gross  assets  that the
acquired company held immediately prior to the consummation of the mergers.  The
opinion will also be based on representations received from Acxiom, the acquired
companies, and Mr. Martens and Mr. Jensen.                                      

If Hughes  Hubbard & Reed LLP is unable to render its opinion and if Mr. Martens
and Mr. Jensen and the acquired companies  determine to proceed with the mergers
without the opinion of Hughes,  Hubbard & Reed LLP,  Acxiom will supplement this
information  statement/prospectus  with a discussion of any material  changes in
U.S. federal income tax consequences of the mergers.                            

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Acquisition of Real Estate From Partnership                                     

The purchase of the real estate by Acxiom from the partnership will be a taxable
exchange to the partnership.                                                    

Resale Restrictions                                                             

The shares of Acxiom common stock to be issued to  shareholders  of the acquired
companies  in  connection  with the  mergers  have  been  registered  under  the
Securities  Act. All shares of Acxiom common stock received by  shareholders  of
the acquired companies in the mergers will be freely  transferable,  except that
shares  of  Acxiom  common  stock  received  by  persons  who are  deemed  to be
affiliates of the acquired  companies prior to the mergers may be resold by them
only in transactions  permitted by the resale provisions of Rule 145 promulgated
under the Securities Act.  Persons who are affiliates of the acquired  companies
or Acxiom generally include individuals or entities that control, are controlled
by, or are under  common  control  with,  that  party  and may  include  certain
officers and  directors as well as principal  stockholders  of each party.  This
information  statement/prospectus  does not cover resales of Acxiom common stock
received  by any person  who may be deemed to be an  affiliate  of the  acquired
companies.  Mr.  Martens  and  Mr.  Jensen  and the  ESOP  may be  deemed  to be
affiliates.  It is a condition  to Acxiom's  obligations  under the  acquisition
agreement  that the  ESOP and each of Mr.  Martens  and Mr.  Jensen  execute  an
affiliate letter setting forth restrictions on each affiliate's  ability to sell
the shares of Acxiom  common  stock  received in the mergers.  The  restrictions
arise from the  applicable  provisions of Rules 144 and 145 under the Securities
Act.                                                                            

In addition, in order for the transactions to qualify as a  pooling-of-interests
for accounting and financial reporting  purposes,  an affiliate of either Acxiom
or the acquired  companies may not sell,  except for minimal amounts,  or in any
other way reduce his risk  relative to, the shares of Acxiom  common stock until
after Acxiom publishes  financial  results covering at least 30 days of combined
post-merger operations of Acxiom and the acquired companies.                    

Comparison Of Rights Of Acxiom And Acquired Companies Shareholders              

Acxiom is  incorporated  under the laws of the  State of  Delaware.  Each of the
acquired  companies is incorporated  under the laws of the State of Arizona.  If
the mergers are  consummated  in  accordance  with the terms of the  acquisition
agreement,  the holders of common  stock of the acquired  companies  will become
stockholders  of Acxiom and their rights  following the mergers will be governed
by the amended and restated  certificate of incorporation of Acxiom, the by-laws
of Acxiom,  the Rights Agreement dated January 28, 1998 between Acxiom and First
Chicago Trust Company of New York,  and the Delaware  General  Corporation  Law,
rather  than the  respective  articles  of  incorporation  and  by-laws  for the
acquired company and the Arizona Business Corporation Act.                      

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The following is a comparison of the material  rights of holders of common stock
of the  acquired  companies  and of Acxiom.  Copies of the Acxiom  charter,  the
Acxiom  by-laws  and the Acxiom  rights  agreement  may be  obtained  by calling
Catherine Hughes at Acxiom at 501-342-1000.                                     

Amendments to Charter.  The Acxiom charter  provides that the Acxiom charter may
be  altered,  amended,  or  repealed  and other  provisions  may be added by the
affirmative  vote of a  majority  of the votes  entitled  to be cast;  provided,
however,  that the affirmative  vote of the holders of at least 80% of the votes
entitled  to be cast is required  to amend or adopt any  provision  inconsistent
with the  articles  of the Acxiom  charter  concerning:  directors;  meetings of
holders of common stock and action by holders of common stock without a meeting;
by-laws; fair price provisions; and amendments.                                 

The articles of incorporation  of each acquired company may be altered,  amended
or repealed and other  provisions may be added by affirmative vote of a majority
of the votes entitled to be cast.                                               

Mergers and Other  Fundamental  Transactions.  The Acxiom  charter  requires the
affirmative vote of the holders of not less than 80% of the votes entitled to be
cast for the approval of certain  business  combinations,  including any merger,
consolidation,  interested  stockholder  transactions,  plan of  liquidation  or
dissolution or recapitalization,  with interested  stockholders or affiliates of
these entities.  However,  these interested  stockholder  business  combinations
require only the vote as is required by law and other Acxiom charter  provisions
if there is approval by a majority of the disinterested  directors on the Acxiom
board of directors or certain price and procedural requirements are met.        

The Acxiom charter also provides that any merger or consolidation of Acxiom with
any other person,  any sale,  lease,  mortgage,  pledge, or other disposition by
Acxiom of its property or assets,  any dissolution or liquidation of Acxiom,  or
revocation  of the Acxiom  charter  that  Delaware  corporate  law  requires  be
approved by holders of Acxiom common  stock,  must be approved by the holders of
at least 66 2/3% of the  votes  entitled  to be cast by the  holders  of  Acxiom
common stock.                                                                   

The articles and by-laws of each acquired company do not address the question of
the required  stockholder vote for mergers and other business  combinations.  In
these  cases,  the  Arizona  Act  requires  transactions  like the mergers to be
approved by a majority of the outstanding  stock of the corporation  entitled to
vote thereon.                                                                   

Preemptive  Rights.  Neither  the  Acxiom  charter  nor  Acxiom  by-laws  grants
preemptive rights to Acxiom stockholders. The articles of incorporation for each
of  Norman  Riley  and  Enstech  grant  preemptive  rights  to their  respective
stockholders.                                                                   

Dissenters'/Appraisal  Rights.  Chapter 13 of the  Arizona Act  provides  that a
shareholder  of an Arizona  corporation  may be  entitled  to dissent and obtain
payment for the fair value of the shareholder's shares for the consummation of a
plan of merger to which  the  corporation  is a                                 

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party.  In addition,  under the Arizona Act a  shareholder  is also  entitled to
dissent  with  respect  to  the  consummation  of  a  plan  of  share  exchange,
consummation of a sale or exchange of all or  substantially  all of the property
of the corporation,  some amendments to the articles of  incorporation  and some
amendments  to the  by-laws of the  corporation.  With  respect to the  mergers,
shareholders of the acquired  companies  should see  Dissenters'  Rights at page
23 for a further explanation of these rights.                                   

The Delaware  corporate law provides for  appraisal  rights to  stockholders  of
Delaware  corporations  that are  similar  to the  dissenters'  rights under the
Arizona Act; however, these rights are available only in the event of the merger
or consolidation of the corporation.  In addition,  these rights do not apply to
shares of a corporation  which has more than 2,000  shareholders or whose shares
are listed on a national securities exchange.                                   

Special  Meetings  of  Shareholders.  A special  meeting of  shareholders  of an
Arizona corporation may be called by the corporation's board of directors or the
persons authorized to do so by its articles of incorporation or by-laws.        

Shareholders  of  Delaware  corporations  do not  have a right  to call  special
meetings   unless  such  right  is  conferred  upon  the   shareholders  in  the
corporation's  certificate of incorporation  or by-laws.  The by-laws of each of
the acquired  companies  provide that special  meetings of  shareholders  may be
called at any time by the President,  the holders of fifty percent (50%) or more
of the  capital  stock  entitled  to vote or, in the case of Enstech  and Norman
Riley,  the  Chairman,  or, in the case of Computer  Graphics,  CG Marketing and
Vi-Tech, a majority of the board of directors. The Acxiom by-laws provide that a
special meeting may be called by the President, the Chief Executive Officer, the
board of  directors,  by a committee  of the board of  directors  which has been
authorized by a resolution including this power or by the President if more than
50% of the  holders of Acxiom  common  stock  have filed a written  demand for a
meeting.                                                                        

Shareholder  Rights Plan. Acxiom has adopted a shareholder rights plan which may
have the effect of  delaying,  deferring  or  preventing  a change of control or
acquisition of Acxiom.  The shareholder  rights plan provides that one preferred
stock  purchase  right is attached to each  outstanding  share of Acxiom  common
stock and that each right can  entitle  its  holder to  purchase  either  Acxiom
common stock or the stock of an acquiring company at a discount.  The rights are
triggered when a person becomes the beneficial  owner of 20% or more of Acxiom's
outstanding common stock. The rights are described in the registration statement
on Form 8-A dated January 28, 1998, as amended by Form 8-A/A dated June 4, 1998,
which is  attached  to this  document  as Annex H.  The  purpose  of the  rights
agreement is to encourage  potential  acquirors to negotiate with Acxiom's board
of directors  prior to  attempting a takeover and to give the board  leverage in
negotiating on behalf of all shareholders the terms of any proposed takeover.   

None of the acquired companies has adopted a shareholder rights plan.           

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Accounting Treatment                                                            

Acxiom  believes  that the  mergers  and the  acquisition  of real  estate  from
Martens,  Jensen  &  Associates  will  qualify  as  a  pooling-of-interests  for
accounting  and financial  reporting  purposes.  Consummation  of the mergers is
conditioned  upon  receipt  by Acxiom  of an  opinion  from  KPMG LLP,  Acxiom's
independent  public  accountants,  stating  that the mergers and the real estate
acquisition will qualify for pooling-of-interests accounting treatment.         

Dissenters' Rights                                                              

Chapter 13 of the Arizona  Business  Corporation Act gives  shareholders in each
acquired  company the right to dissent from the merger  involving  that acquired
company  and to obtain  payment  of the fair value of the  shareholder's  shares
rather than receiving  shares of Acxiom common stock.  To receive payment of the
fair value of his shares,  the shareholder  must comply in all respects with the
requirements  and  procedures  set forth in the Arizona Act for the  exercise of
dissenters' rights.                                                             

Any holder of stock of an acquired company who wishes to dissent from the merger
involving  that  company  and to obtain  payment of the fair value of his shares
shall deliver to the applicable  acquired  company,  before the vote is taken on
the merger, written notice of the shareholder's  intention to demand payment for
his shares if the merger is effectuated and not vote his shares in favor of such
merger.                                                                         

If the merger is approved,  the surviving  corporation  in the merger shall,  no
later than ten days after  consummation of the merger,  deliver a written notice
to all dissenting shareholders. The notice to the dissenters shall:             

-    state where the  dissenting  shareholder's  demand for payment must be sent
and where and when share certificates shall be deposited,             

-    supply a form for  demanding  payment  that  includes the date of the first
     announcement  to news media or to shareholders of the terms of the proposed
     merger and that  requires  that the  person  asserting  dissenters'  rights
     certify whether he acquired  beneficial  ownership of the shares before the
announcement date,                                                    

-    set a date by which the  surviving  corporation  must  receive  the payment
     demand, which date shall be at least 30 but not more than 60 days after the
date this notice to the dissenters is delivered and                   

-    be accompanied by a copy of Sections 10-1320 through 10-1328 of the Arizona
Act.                                                                  

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Each  dissenting  shareholder  who has received this notice must demand  payment
before the demand date, certify whether he acquired beneficial  ownership of his
or her  shares of stock of the  acquired  company  before  the date of the first
announcement of the terms of the proposed  mergers and deposit the  certificates
representing  the  shares in  accordance  with the  terms of this  notice to the
dissenters.  A dissenting shareholder who has complied with these obligations is
referred to as a complying  shareholder.  A dissenting  shareholder who does not
demand  payment  or deposit  his share  certificates  by the demand  date is not
entitled to payment for his shares pursuant to Sections  10-1320 through 10-1328
of the Arizona Act.                                                             

Upon receipt of a payment demand,  the acquired company shall pay each complying
shareholder  the amount the acquired  company  estimates to be the fair value of
the  complying  shareholder's  shares of stock plus accrued  interest.  The fair
value of the shares shall be the value thereof  immediately before the effective
time of the merger,  excluding any  appreciation or depreciation in anticipation
of the merger.                                                                  

If a complying shareholder believes that the amount paid by the acquired company
is less than the fair value of the shares or that the interest  was  incorrectly
calculated,  if the acquired  company fails to make payment within 60 days after
the demand date, or if the acquired  company,  having  failed to effectuate  the
merger, does not return the share certificates  deposited with it within 60 days
after the demand date, the complying  shareholder may give written notice to the
acquired company of the complying  shareholder's  own estimate of the fair value
of his shares of stock and of the amount of interest due and may demand  payment
of this estimate,  less any payment  previously made by the acquired company.  A
complying shareholder waives the right to demand an additional payment unless he
causes the acquired  company to receive the additional  payment notice within 30
days after the acquired  company made  payment for the  complying  shareholder's
shares of stock.                                                                

If an additional  payment notice remains  unsettled,  the acquired company shall
commence a proceeding  within 60 days after  receiving  the  additional  payment
notice and shall petition the court to determine the fair value of the shares of
stock and accrued  interest.  If the  acquired  company  does not  commence  the
proceeding within the 60-day period, it shall pay to each complying  shareholder
whose additional payment notice remains unsettled the amount demanded therein.  

The  obligation  of the acquired  companies  and Mr.  Martens and Mr.  Jensen to
effect the mergers is subject to the receipt by the acquired  companies of a tax
opinion from Hughes Hubbard & Reed LLP.  Depending on the number of shareholders
of the acquired companies who exercise dissenters' rights, Hughes Hubbard & Reed
LLP may not be able to issue the required tax opinion.                          

In addition,  the  obligation of Acxiom to effect the mergers is subject to KPMG
LLP  rendering  an opinion  that Acxiom may account  for the  transactions  as a
pooling-of-interests.  Depending on the number of  shareholders  of the acquired
companies who exercise dissenters' rights, KPMG LLP may not be able to issue the
required opinion.                                                               

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Failure to take any required step in connection with the exercise of dissenters'
rights may result in the loss of the rights.  In view of the complexity of these
provisions of the Arizona Act,  shareholders  of the acquired  companies who are
considering  exercising  their  dissenters'  rights under the Arizona Act should
review Annex B carefully and should consult their legal advisors.               

Information Concerning The Acquired Companies Business

For  purposes of this  information  statement/prospectus,  Computer  Graphics of
Arizona,  Inc., CG Marketing of Arizona,  Inc, Enstech Resources,  Inc., Norman,
Riley  and  Associates,  Inc.  and  Vi-Tech,  Inc.  have been  combined  and are
presented as a single  entity  because they  operate as a single  business.  The
businesses  and  operations  of the  acquired  companies  are  so  significantly
inter-related  with one another  that to discuss any acquired  company  separate
from any others would not be meaningful.  Computer Graphics and CG Marketing are
the primary  providers of services while Vi-Tech  provides limited data products
to customers.  Enstech and Norman Riley only provide  consulting and maintenance
services to Computer Graphics.  Additionally,  Computer Graphics provides all of
the computer processing services to CG Marketing.                               

Computer Graphics of Arizona, Inc.was incorporated in 1970.                     

CG Marketing of Arizona, Inc. was incorporated in 1989.                         

Enstech Resources, Inc. was incorporated in 1996.                               

Norman, Riley & Associates, Inc. was incorporated in 1994.                      

Vi-Tech, Inc. was incorporated in 1984 as Mail Management Services.             

The acquired companies provide  computer-based  information  management services
with a focus on direct  marketing as well as other related data-based  products.
The acquired  companies' services include project design,  cleaning,  production
and  processing  of data  lists  and  programming.  Additionally,  the  acquired
companies  offer  the  following  data-related  products:  ACOLLAID,  BDS Alert,
Tele-pend and Vi-Tech.  These products are delivered to customers  using methods
of matching  data which are designed  specifically  by the  acquired  companies'
staff  and  include  data  provided  by  a  variety  of  comprehensive  consumer
databases.  The acquired  companies' customer base is primarily in the financial
services industry and the collections  industry.  The acquired companies provide
list processing services to 2 of the top 10 credit card issuers in the country. 

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Acquired Companies' Stock And Dividend Information                              

Each of the  acquired  companies  is a  privately-held  company  and there is no
established  trading  market for shares of common  stock of any of the  acquired
companies.  As of the date of this  information  statement/prospectus,  Computer
Graphics had four  shareholders of record,  each of Enstech and Norman Riley had
two  shareholders  of record  and each of CG  Marketing  and  Vi-Tech  had three
shareholders of record. Computer Graphics has paid the following total dividends
to its shareholders: $160,000 paid in June 1998; $152,922 paid in June 1997; and
$116,172 paid in June 1996. The Ronald L. Jensen  Revocable  Trust, the Clara L.
Jensen  Revocable  Trust and the James K.  Martens and  Constance  Jean  Martens
Trust, the record owners of 60% of the outstanding  stock of Computer  Graphics,
have waived their rights to receive any dividends paid by Computer Graphics.  As
a result  of such  waivers,  the  Trusts  did not  receive  any  portion  of the
dividends paid in 1996, 1997 and 1998.                                          

None of the other acquired  companies has ever paid any dividends on its capital
stock.                                                                          

The  acquisition  agreement  prohibits  each  of  the  acquired  companies  from
declaring or paying any dividends  until the closing date for the mergers or the
earlier termination of the acquisition agreement.                               

Security  Ownership Of Certain  Beneficial Owners And Management Of The Acquired
Companies                                                                       

The following tables set forth for each of the acquired  companies the following
information  regarding  beneficial ownership of the common stock of the acquired
company as of March 31, 1999:                                                   

-    ownership  by  each  person  owning   beneficially  more  than  5%  of  the
outstanding shares,                                                   

-    ownership by each executive officer and director of the company,           

-    ownership by all directors and executive officers as a group, and          

-    ownership  estimate  of the  shares of Acxiom  common  stock to be owned by
     these persons upon  consummation  of the mergers based on a 15-day  average
     market price for Acxiom common stock of $25.24, which is the 15-day average
as of March 31, 1999.                                                 

As of March 31, 1999,  there were (a) 20,000  shares of common stock of Computer
Graphics  outstanding,  (b)  2,000  shares  of  common  stock  of  CG  Marketing
outstanding,  (c) 2,000 shares of common stock of Norman Riley outstanding,  (d)
200 shares of common stock of Enstech outstanding and (e) 2,000 shares of common
stock of Vi-Tech  outstanding.  The address of each shareholder  listed below is
c/o Computer Graphics of Arizona, Inc., 19621 N. 23rd Drive, Phoenix, AZ 85027. 

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Computer Graphics of Arizona, Inc.

                                            Number of    Percentage of
               Number of                 Acxiom         Acxiom
                 Shares      Percent     Shares         Common
              Beneficially     of      Beneficially      Stock
Name                    Owned        Class      Owned           Owned       

Ronald L. Jensen          6,000         30%      274,546          .353%         

James K. Martens          6,000         30%      274,546          .353%         

Computer Graphics of                                                            
Arizona, Inc. Employee                                                      
Stock Ownership Plan    8,000         40%      366,061          .470%       

All Executive Officers                                                          
and Directors as a                                                          
Group (2 persons)      12,000         60%      549,092          .705%       

 CG Marketing of Arizona, Inc.

                                                  Number of    Percentage of
                    Number of                    Acxiom         Acxiom
                     Shares        Percent       Shares         Common
                  Beneficially       of       Beneficially       Stock
Name                    Owned          Class        Owned           Owned   

Ronald L. Jensen          1,000           50%        274,546          .353%     

James K. Martens          1,000           50%        274,546          .353%     

All Executive Officers                                                          
and Directors as a                                                          
Group (2 persons)       2,000          100%        549,092          .705%   

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Norman, Riley & Associates, Inc.

                                                  Number of    Percentage of
                   Number of                     Acxiom         Acxiom
                    Shares         Percent       Shares         Common
                  Beneficially       of       Beneficially       Stock
Name                    Owned          Class        Owned           Owned   

Ronald L. Jensen          1,000           50%         45,757          .059%     

James K. Martens          1,000           50%         45,757          .059%     

All Executive Officers                                                          
and Directors as a                                                          
Group (2 persons)       2,000          100%         91,514          .118%   

 Enstech Resources, Inc.

                                                  Number of    Percentage of
                   Number of                     Acxiom         Acxiom
                    Shares         Percent       Shares         Common
                  Beneficially       of       Beneficially       Stock
Name                    Owned          Class        Owned           Owned   

Ronald L. Jensen           100            50%         91,515          .118%     

James K. Martens           100            50%         91,515          .118%     

All Executive Officers                                                          
and Directors as a                                                          
Group (2 persons)        200           100%        183,030          .235%   

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 Vi-Tech, Inc.

                                                  Number of    Percentage of
                  Number of                      Acxiom         Acxiom
                   Shares          Percent       Shares         Common
                 Beneficially        of       Beneficially       Stock
Name                   Owned           Class        Owned           Owned   

Ronald L. Jensen         1,000            50%        45,757           .059%     

James K. Martens         1,000            50%        45,757           .059%     

All Executive Officers                                                          
and Directors as a                                                          
Group (2 persons)      2,000           100%        91,514           .118%   

Based on this 15-day average market price,  Mr. Martens and Mr. Jensen will each
own 732,121 Acxiom shares following the mergers.  Each will own approximately 1%
of Acxiom's outstanding shares.                                                 

Additional Interests Of Mr. Martens And Mr. Jensen In The Mergers               

In  connection  with the mergers,  Acxiom has agreed to purchase  from  Martens,
Jensen & Associates, an Arizona general partnership of which Mr. Martens and Mr.
Jensen are the general  partners,  the building  and  premises  located at 19621
North 23rd Drive,  Phoenix,  Arizona.  The  building  presently is leased by the
partnership  to Computer  Graphics on a  month-to-month  basis and serves as the
principal  place of business of the acquired  companies.  The purchase price for
the building and premises will be $5,047,500 and was established by an appraisal
procedure  previously  agreed to by the partnership and Acxiom and will be paid,
concurrently  with the  closing of the  mergers,  to the  partnership  in Acxiom
common stock based on the 15-day  average  market price of Acxiom  common stock.
The  consummation of the mergers is conditioned on the concurrent  completion of
this acquisition.  The appraisal  procedure required that each of Acxiom and Mr.
Martens and Mr. Jensen obtain independent appraisals of the fair market value of
the real estate.  If the fair market value determined by the appraisal  obtained
by Acxiom was within 10% of the fair market value from the appraisal obtained by
Mr. Martens and Mr. Jensen,  the purchase price for the real estate would be the
average of those two values.  Because the Acxiom appraisal was within 10% of the
Martens and Jensen appraisal,  the $5,047,500 purchase price for the real estate
was determined by averaging those two appraisals.                               

Each of Mr.  Martens  and Mr.  Jensen  will have as of the  closing  date a loan
payable  to  Computer  Graphics.  As of the date of the  acquisition  agreement,
December 31, 1998, the loans to Mr. Martens and Mr. Jensen were in the amount of
approximately  $469,000 and $712,000,  respectively.  The acquisition  agreement
requires  these  loans to be repaid  between 12 and 14 months  after the closing
date for the  mergers and  provides  that the loans may be repaid with shares of
Acxiom  common stock based on the 15-day  average  market price of Acxiom common
stock at the time of repayment.  The loans shall bear interest at the short-term
interest rate                                                                   

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determined,  as of the closing date, pursuant to Section 1274(d) of the Internal
Revenue  Code. In accordance  with Section  1274(d) of the Code,  the short term
interest rate will be the Federal short term rate determined by the Secretary of
the  Treasury for the month during  which the closing  occurs.  Section  1274(d)
states that the rate will be based on the average  market  yield on  outstanding
marketable  obligations of the United States with remaining  periods to maturity
of 3 years or less.                                                             

Except as noted above,  no officer or director of any of the acquired  companies
has any  interest in the mergers that is in addition to his or her interest as a
shareholder.                                                                    

Management's  Discussion  And Analysis Of Results Of  Operations  And  Financial
Condition Of The Acquired Companies                                             

Results of Operations                                                           

Nine Months Ended  December 31, 1998  Compared  with Nine Months Ended  December
31,1997                                                                         

In mid 1997,  the acquired  companies  adopted a strategic plan to focus on more
profitable areas such as data products and database  services.  Internal costing
analysis indicated laser print services contributed  operating margins that were
below the  acquired  companies'  aggregate  operating  margin.  The laser  print
operations  consumed a disproportionate  share of resources that otherwise could
be  redeployed  to the more  profitable  areas of the acquired  companies.  As a
result,  management decided to transition from these less profitable  operations
and channel  resources into development of data products and to increase efforts
to develop expertise in the marketing database industry.                        

Combined  revenues for the nine months ended December 31, 1998 were  $17,372,000
compared to $17,150,000 for the same period a year ago, a 1% increase. Decreased
revenues from laser print operations were the primary reason for the low growth.
Revenues from laser print  operations for the  nine-month  period ended December
31, 1998 were $1,238,000  compared to $3,269,000 for the same period a year ago.
Excluding  the  laser  print  operations,  revenues  were  $16,134,000  for  the
nine-month  period ended December 31, 1998 compared to $13,881,000  for the same
period a year ago, a 16% increase.                                              

Salaries  and  benefits  for the  nine  months  ended  December  31,  1998  were
$7,751,000 compared to $6,663,000 for the same period a year ago, an increase of
16%.  The primary  reason for the  increase  was an increase  in  associates  to
support  the  business  growth.  Computer,  communications  and other  equipment
expenses,  which  include  leases,  software,  maintenance  and  supplies,  were
$1,146,000  for the nine months ended December 31, 1998 compared to $890,000 for
the same period a year ago, an increase of 29%. The increase was attributable to
increased lease expense and the related software costs for a new computer system
required for business growth.  Data costs,  which include royalties and licensed
data,  were  $2,891,000  for the nine months ended December 31, 1998 compared to
$2,992,000 for the same                                                         

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period a year ago, a decrease of 3%. The decrease was primarily  attributable to
the discontinuation of the laser print operations.                              

Other  operating  costs  and  expenses,   which  include  subcontract  printing,
consulting,  rent and  administrative,  were  $3,875,000  for the  period  ended
December  31,  1998  compared  to  $4,872,000  for the same period a year ago, a
decrease  of 20%.  The  decrease  was  primarily  attributable  to a decrease in
expenses of laser print operations of $1,976,000  related to  discontinuation of
that service.  Excluding the laser print  operations,  other operating costs and
expenses  were  $2,877,000  for the period ended  December 31, 1998  compared to
$1,898,000 for the same period a year ago, an increase of 52%. Of this increase,
$202,000  was  related to an increase in  consulting  expenses  related to a new
accounting  software  installation  and  requirements  for technical  resources,
$68,000 was related to increased promotion and advertising, $150,000 was related
to rent expense, $400,000 was related to outside consulting and compensation and
$159,000 was related to increased travel to support revenue.                    

Year Ended March 31, 1998 Compared with Year Ended March 31, 1997               

Combined revenues for the year ended March 31, 1998 were $23,309,000 compared to
$19,993,000  for the same period a year ago, a 17% increase.  Revenue from laser
print  operations  was  $3,573,000 for the year ended March 31, 1998 compared to
$4,648,000  for the  comparable  period one year ago.  Excluding the laser print
operations, revenues were $19,736,000 for the year ended March 31, 1998 compared
to $15,345,000 for the same period a year ago, an increase of 29%.              

Salaries and benefits were $9,012,000 for the year ended March 31, 1998 compared
to  $7,320,000  for the same period a year ago, an increase of 23%. The increase
was  primarily  due to a 25%  increase  in the number of  associates.  Computer,
communications  and other  equipment  costs were  $1,191,000  for the year ended
March 31, 1998 compared to $1,265,000 for the same period a year ago, a decrease
of 6%. The decrease  was  primarily  due to computer  equipment  becoming  fully
depreciated.  Data  costs were  $5,136,000  for the year  ended  March 31,  1998
compared  to  $2,884,000  for the same  period a year ago, a 78%  increase.  The
increase was primarily attributable to costs for new data products.             

Other operating costs were $6,198,000 for the year ended March 31, 1998 compared
to  $6,670,000  for the prior  year.  This 7%  decrease  was  attributable  to a
decrease  in  laser  print  operations   costs  of  $815,000   relating  to  the
discontinuation of those services.  Excluding the effect of the  discontinuation
of laser print operations,  other operating costs increased  $343,000 or 14% for
the year ended March 31, 1998 compared to the prior year.  This 14% increase was
due to normal growth in expenses necessary to support revenue.                  

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Year Ended March 31, 1997 Compared with Year Ended March 31, 1996               

Combined revenues for the year ended March 31, 1997 were $19,993,000 compared to
$15,128,000 for the prior year, a 32% increase. The increase was attributable to
increased data products sales of $2,942,000 and additional  business  within the
financial services industry of $1,923,000.                                      

Salaries  and  benefits  increased  51% to  $7,320,000  for the year ended March
31,1997  compared to  $4,835,000  for the prior year.  The  increase  was due to
additional  associates to support the business growth  experienced during fiscal
1997.  Computer,  communications  and other  equipment  costs  increased  32% to
$1,265,000  for the year ended March 31, 1997  compared to $961,000 for the same
period one year ago.  The increase is  attributable  to  additional  maintenance
costs necessary to support increased  processing  requirements.  Data costs were
$2,884,000  for the year ended March 31, 1997  compared  to  $1,575,000  for the
prior  year,  an  increase  of 83%.  The  increase  was due to costs of $720,000
associated  with growth in revenue from data  products  and $589,000  associated
with the development of new data products.                                      

Other  operating  costs and expenses  increased 16% to  $6,670,000  for the year
ended  March  31,  1997  compared  to  $5,743,000  for the prior  year.  Of this
increase,   $592,000  was  related  to  laser  print   operations,   which  were
subsequently  discontinued,  $92,000  was  related  to  the  installation  of  a
management software system and $243,000 was related to increases in rent.       

Capital Resources and Liquidity                                                 

Working capital at December 31, 1998 totaled  $6,747,000  compared to $5,381,000
at March 31, 1998.  As of both December 31, 1998 and March 31, 1998 the acquired
companies  had no long-term  debt.  Cash  provided by operating  activities  was
$215,000  for the nine months ended  December 31, 1998  compared to $499,000 for
the same  period  one year ago.  The  primary  reason for the  decrease  in cash
provided  by  operating  activities  is an  increase  in other  current  assets,
including $772,000 in shareholder loans.                                        

Investing  activities  used $146,000 in the nine months ended  December 31, 1998
compared to $214,000 in the year-earlier period. All of the investing activities
in the period and the same  period a year ago  related to capital  expenditures.
Financing  activities in the current period provided $273,000,  which represents
payments from the ESOP on a note payable.                                       

While the acquired  companies do not have any material  contractual  commitments
for capital  expenditures,  additional  investments  in facilities  and computer
equipment  will  continue to be necessary to support the growth of the business.
In addition,  new contracts  frequently require up-front capital expenditures in
order to  acquire or  replace  existing  assets.  Management  believes  that the
combination of existing  working capital and  anticipated  funds to be generated
from future  operations are sufficient to meet the acquired  companies'  current
operating needs as well as to fund the anticipated  levels of  expenditures.  If
additional  funds are required,  the acquired  companies would attempt to secure
credit lines to generate cash,  followed by additional  borrowings to be secured
by the  acquired  companies'  assets.  Management  believes  that  the  acquired
companies have adequate borrowing capacity to raise capital, which could be used
to support future growth.                                                       

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Information Concerning Acxiom 

Information about Acxiom's business and its financial statements can be found in
the Annual Report on Form 10-K, as amended, which is included with this document
as Annex C and in the Current  Reports on Form 8-K, which are included with this
document as Annex F. Reports on Form 10-Q for the  quarterly  periods ended June
30,  1998,  September  30, 1998 and  December  31, 1998 are  included  with this
document as Annex D.  Information  concerning  Acxiom's  directors and executive
officers, including their compensation and ownership of Acxiom common stock, can
be found in the joint proxy statement/prospectus dated August 17, 1998, which is
included with this document as Annex E. A description of Acxiom common stock and
the preferred share purchase rights attached to the common stock can be found in
the  registration  statements on Form 8-A, which are included with this document
as Annexes G and H, respectively.                                               

Information about Acxiom's  financial results for fiscal year 1999 are contained
in a press  release  dated May 11, 1999 which is included  with this document as
Annex 1.                                                                        

 Available Information

Acxiom is subject to the information requirements of the Securities Exchange Act
of 1934 and files  reports,  proxy  statements  and other  information  with the
Securities  and  Exchange  Commission.  Acxiom  has  also  filed a  registration
statement   on  Form   S-4   with   the   Commission,   and   this   information
statement/prospectus  constitutes a part of that filing.  These  reports,  proxy
statements,  registration  statements and other information can be inspected and
copies made at the public reference room of the Commission, Room 1024, 450 Fifth
Street,  N.W.,  Washington,  D.C.  20549.  You  may  obtain  information  on the
operation  of  the  public   reference   room  by  calling  the   Commission  at
1-800-SEC-0330.  Acxiom's  filings with the Commission also are available to the
public at the Commission's web site: "http://www.sec.gov."                      

No person has been authorized to give any information or make any representation
not contained in this information statement/prospectus and, if so given or made,
the  information  or  representation  must not be  relied  upon as  having  been
authorized.  This information  statement/prospectus does not constitute an offer
to sell or a solicitation of an offer to buy any securities  other than those to
which it  relates or an offer to sell or a  solicitation  of an offer to buy any
securities  in any  jurisdiction  in  which,  or to any  person  to whom,  it is
unlawful  to make such  offer or  solicitation.  Neither  the  delivery  of this
information  statement/prospectus  nor the sale of any securities  offered by it
shall imply that the information  contained in this document or in the documents
incorporated  in this document by reference is correct at any time subsequent to
the date of this information  statement/prospectus or the documents incorporated
by reference.                                                                   

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424B2 46th Page of 635 TOC 1st Previous Next ↓Bottom Just 46th
 Legal Matters

The validity of the issuance of the shares of Acxiom  common stock being offered
hereby will be passed upon for Acxiom by  Catherine  L.  Hughes,  Esq.,  General
Counsel of Acxiom. Certain United States federal income tax matters with respect
to the mergers will be passed upon for the acquired  companies by Hughes Hubbard
& Reed LLP.                                                                     

 Experts

The consolidated financial statements of Acxiom Corporation,  which are included
in the Acxiom  current  report on Form 8-K dated  February  8, 1999  attached as
Annex F to this information statement/prospectus, except as they relate to May &
Speh,  Inc. as of September 30, 1996 and for the years ended  September 30, 1996
and 1995, have been audited by KPMG LLP,  independent  accountants,  and as they
relate to May & Speh,  Inc.  as of  September  30,  1996 and for the years ended
September  30,  1996  and  1995,  by  PricewaterhouseCoopers   LLP,  independent
accountants,  whose reports appear in the Form 8-K. These  financial  statements
have been  annexed in reliance on the reports of these  independent  accountants
given on the authority of these firms as experts in auditing and accounting.    

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 Index To Financial Statements
 Of The Acquired Companies

                                                                Page

Index To Financial Statements                                          F-1      

Unaudited Combined Statements of Earnings                              F-2      

Unaudited Combined Balance Sheets                                      F-3      

Unaudited Combined Statements of Cash Flows                            F-4      

Notes to Unaudited Combined Financial Statements                       F-5      

F-1 

424B2 48th Page of 635 TOC 1st Previous Next ↓Bottom Just 48th
Acquired Companies                                                              
Unaudited Combined Statements Of Earnings                                       
(In Thousands, Except Per Share Data)                                           

                          For The Fiscal Years Ended         Nine Months
                                       March 31,              Ended December 31,
                             ----------------------------     ------------------
                             1996       1997       1998        1997       1998
                             ------     ------     ------      ------     ------
Revenue                     $15,128    $19,993    $23,309     $17,150    $17,372
Operating costs and                                                             
expenses:                                                                   
  Salaries and benefits       4,835      7,320      9,012       6,663      7,751
Computer, communications                                                    
    and other equipment         961      1,265      1,191         890      1,146
  Data costs                  1,575      2,884      5,136       2,992      2,891
Other operating costs                                                       
    and expenses              5,743      6,670      6,198       4,872      3,875
                             ------     ------     ------      ------     ------
Total operating costs                                                   
      and expenses           13,114     18,139     21,537      15,417     15,663
                             ------     ------     ------      ------     ------
  Income from operations      2,014      1,854      1,772       1,733      1,709

Other income (expense):                                                         
  Interest expense              (67)       (94)       (47)        (47)         0
  Other, net                     53        254        108          83        154
                             ------     ------     ------      ------     ------
Earnings before income                                                          
  taxes                       2,000      2,014      1,833       1,769      1,863
Income taxes                    800        805        733         707        745
                             ------     ------     ------      ------     ------
Net earnings                $ 1,200    $ 1,209    $ 1,100     $ 1,062    $ 1,118
                             ======     ======     ======      ======     ======
Pro Forma earnings per                                                          
share                                                                       
  Basic and diluted           $0.66      $0.66      $0.60       $0.58      $0.61

Pro Forma average common                                                        
shares outstanding                                                          
  Basic and diluted           1,830      1,830      1,830       1,830      1,830

---------------------------                                                     
See accompanying notes to unaudited combined financial statements.              

F-2 

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Acquired Companies                                                              
Unaudited Combined Balance Sheets                                               
(In Thousands)                                                                  

                                         As Of March 31,            December 31,
                                      -------------------          -----------
                                    1997         1998               1998
                                     -----        -----              -----
ASSETS                                                                          
Current Assets:                                                                 
Cash and cash equivalents            $1,852       $2,142             $2,484 
Trade accounts receivable, net        3,915        4,132              3,865 
Other current assets                    891          560              1,741 
                                     -----        -----              -----
 Total current assets                6,658        6,834              8,090

Property and equipment                  1,406        1,634              1,780   
Less - Accumulated depreciation                                             
 and amortization                      448          598                721
                                     -----        -----              -----
Property and equipment, net               958        1,036              1,059   

Other assets                                5           76                 77   
                                     -----        -----              -----
Total assets                           $7,621       $7,946             $9,226   
                                     =====        =====              =====
LIABILITIES AND STOCKHOLDERS' EQUITY                                            
Current liabilities:                                                            
Trade accounts payable               $1,004         $930               $863 
Accrued expenses                        500          173                130 
Deferred revenue                        350          350                350 
                                     -----        -----              -----
 Total current liabilities           1,854        1,453              1,343

Long-term debt, excluding current                                               
installments                            527            0                  0 
Stockholders' equity:                                                           
Common stock                             27           27                 27 
Additional paid-in capital            1,068        1,068              1,068 
Retained earnings                     4,571        5,671              6,788 
Unearned ESOP compensation             (426)        (273)                 0 
                                     -----        -----              -----
 Total stockholders' equity          5,240        6,493              7,883
                                     -----        -----              -----
Total liabilities and stockholders'                                             
equity                               $7,621       $7,946             $9,226 
                                     =====        =====              =====

----------------------------                                                    
See accompanying notes to unaudited combined financial statements.              

F-3 

424B2 50th Page of 635 TOC 1st Previous Next ↓Bottom Just 50th
Acquired Companies                                                              
Unaudited Combined Statements Of Cash Flows                                     
(In Thousands)                                                                  
                                                               Nine Months
                              For The Fiscal Years Ended       Ended
                                           March 31,            December 31,
                                   --------------------------   --------------
                                    1996     1997     1998     1997     1998
                                     -----    -----    -----    -----    -----
Cash flows from operating                                                       
activities:                                                                 
Net income                           $1,200   $1,209   $1,100   $1,062   $1,118 
Depreciation and                                                                
 amortization                          273      240      150      113      123
Changes in operating assets and                                                 
liabilities:                                                                
 Trade accounts receivable, net       (744)    (649)    (217)      (1)     267
  Other current assets                   58     (848)     331      612   (1,181)
  Trade accounts payable                200     (327)     (74)    (949)     (67)
  Accrued expenses                      344     (242)    (327)    (319)     (43)
  Other assets                          (25)      25      (71)     (19)      (2)
                                     -----    -----    -----    -----    -----
Net cash provided by (used in)                                                  
 operating activities                1,306     (592)     892      499      215

Cash flows from investing activities:                                           
  Capital expenditures                 (278)    (313)    (228)    (214)    (146)
                                     -----    -----    -----    -----    -----
Net cash used in investing activities  (278)    (313)    (228)    (214)    (146)

Cash flows from financing activities:                                           
Increase (decrease) in long-term                                            
   debt                              1,477     (950)    (527)    (527)       0
 Initial capitalization of Enstech       0    1,000        0        0        0
 Initial ESOP funding               (1,184)       0        0        0        0
Dividends paid, net of ESOP                                                 
   remittance                            0      758      153      153      273
 Other changes in equity                 2        0        0        0        0
                                     -----    -----    -----    -----    -----
Net cash provided (used) by                                                     
 financing activities                  295      808     (374)    (374)     273

Net increase (decrease) in cash                                                 
 and cash equivalents                1,323      (97)     290      (89)     342

Beginning cash balance                  626    1,949    1,852    1,852    2,142 
                                     -----    -----    -----    -----    -----
Ending cash balance                  $1,949   $1,852   $2,142   $1,763   $2,484 
                                     =====    =====    =====    =====    =====
Supplemental cash flow information:                                             
Cash paid during the year for:                                              
   Interest                            $67      $94      $47      $46       $0
   Income taxes                        263    1,970      958      578    1,060

-----------------------------------                                             
See accompanying notes to unaudited combined financial statements.              

F-4 

424B2 51st Page of 635 TOC 1st Previous Next ↓Bottom Just 51st
Notes to Unaudited Combined Financial Statements of the Acquired Companies      

(1) Summary of Significant Accounting Policies                                  

(a)  Nature of Operations                                                       
The Company (as defined in (b)) provides computer based  information  management
technology services with a focus on direct marketing as well as other data based
products.                                                                       

(b)  Financial Statement Presentation                                           
The financial  statements  include the accounts of Computer Graphics of Arizona,
Inc., CG Marketing of Arizona, Inc., Enstech Resources,  Inc., Norman, Riley and
Associates,  Inc., and Vi-Tech,  Inc.,  ("Company") all of which are principally
owned by two  major  shareholders  who also  serve as  officers.  The  financial
statements  of  the  individual   entities  have  been  combined  similar  to  a
pooling-of-interests.  The individual  entities have different fiscal year ends.
The financial  statements of each entity,  prior to combining,  were recast to a
March  31 year end for  purposes  of this  presentation  and in the  opinion  of
management include all adjustments necessary to present the financial statements
in accordance with generally accepted accounting principles.                    

Revenue  and net income from each of the  combined  entities  is  summarized  as
follows:                                                                        

                                                               Nine Months
                                For The Fiscal Years Ended     Ended
                                             March 31,          December 31,
                                    --------------------------  ------------
                                      1996     1997     1998    1997    1998
                                      ------   ------   ------   -----   -----
REVENUES                                                                        
 Computer Graphics of Arizona, Inc.  $ 8,321  $10,796  $11,374  $9,003  $7,327
 CG Marketing of Arizona, Inc.         6,807    9,197   11,921   8,147   9,658
 Enstech Resources, Inc.                   0        0        0       0       0
 Norman, Riley & Associates, Inc.          0        0        0       0       0
 Vi-Tech, Inc.                             0        0       14       0     387
                                      ------   ------   ------  ------  ------
Total Acquired Companies              $15,128  $19,993  $23,309 $17,150 $17,372 
                                      ======   ======   ======  ======  ======

NET EARNINGS                                                                    
 Computer Graphics of Arizona, Inc.     $636     $665     $517    $521    $481
 CG Marketing of Arizona, Inc.           564      544      582     541     612
 Enstech Resources, Inc.                   0        0        0       0       0
 Norman, Riley & Associates, Inc.          0        0        0       0       0
 Vi-Tech, Inc.                             0        0        1       0      25
                                       -----    -----    -----   -----   -----
Total Acquired Companies               $1,200   $1,209   $1,100  $1,062  $1,118 
                                       =====    =====    =====   =====   =====

F-5 

424B2 52nd Page of 635 TOC 1st Previous Next ↓Bottom Just 52nd
(c)  Accounts Receivable                                                        
Financial  instruments which potentially subject the Company to concentration of
credit risk consist primarily of trade receivables. The Company's credit risk is
affected by general economic conditions. Additionally, the Company has two large
customers  which may be  affected  by  changing  economic  conditions.  Accounts
receivable are presented net of allowance for doubtful  accounts of $445,000 and
$217,000 as of March 31, 1997 and 1998,  respectively,  and $203,000 at December
31, 1998.                                                                       

(d)  Property and Equipment                                                     
Property and  equipment  are stated at cost and  depreciated  over the estimated
useful life.  Depreciation on computer and related equipment is calculated using
an accelerated method over 3-5 years.  Depreciation lives on other assets are as
follows: leasehold improvements,  5-30 years; furniture and fixtures, 3-7 years;
office equipment, 3-5 years and buildings, 31 years.                            

(e)  Revenue Recognition                                                        
The Company  recognizes  revenue  when  services are  performed.  All billed but
unearned portions of revenue are reported as deferred revenue.                  

(f)  Income Taxes                                                               
Each affiliate included in these financial  statements files separate income tax
returns.  Income taxes are accounted  for under the asset and liability  method.
The Company does not have any deferred tax assets or liabilities for the periods
presented.                                                                      

(g)  Cash and Cash Equivalents                                                  
The  Company   considers  all  highly  liquid  debt  instruments  with  original
maturities of three months or less to be cash equivalents.                      

(h) ESOP                                                                        
During fiscal 1995,  the Company  established  the Computer  Graphics of Arizona
Employee  Stock  Ownership Plan for the benefit of the Company's  employees.  In
fiscal 1996, the Company  borrowed  $1,500,000  from two officers of the Company
and loaned the  proceeds  to the ESOP for the  purpose of  providing  sufficient
funds to purchase shares of the Computer  Graphics stock.  These loans have been
fully paid as of December 31, 1998.                                             

(i) Use of Estimates                                                            
Management  of the  Company  has  made a number  of  estimates  and  assumptions
relating to the reporting of assets and liabilities and the related  disclosures
to prepare these  combined  financial  statements in conformity  with  generally
accepted  accounting   principles.   Actual  results  could  differ  from  these
estimates.                                                                      

(j) Earnings per Share                                                          
Pro forma earnings per share has been calculated by dividing net earnings by the
pro forma weighted average shares outstanding. Pro forma shares outstanding have
been computed by                                                                

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assuming the conversion of the outstanding shares of the acquired companies into
Acxiom common shares based on the terms of the acquisition agreement between the
acquired  companies and Acxiom using an assumed  15-day average market price for
Acxiom common stock of $25.24.  See the discussion under  Mergers-General in the
information statement/prospectus.                                               

(2) Property and Equipment                                                      
Property and equipment is summarized as follows:                                

                                         March 31,              December 31,
                                 ------------------------       ------------
                              1997           1998             1998
                               ---------      ---------        ---------
Land                          $   83,000         83,000           83,000
Buildings and improvements       746,000        797,000          854,000
Computer equipment               242,000        433,000          554,000
Furniture and fixtures            78,000         43,000           43,000
Office equipment                 257,000        278,000          246,000
                               ---------      ---------        ---------
Total property and equipment   1,406,000      1,634,000        1,780,000
Less accumulated depreciation    448,000        598,000          721,000
                               ---------      ---------        ---------
                              $  958,000     $1,036,000       $1,059,000

(3)  Leases                                                                     
The Company leases office space, data processing  equipment and office equipment
under noncancellable  operating leases.  Future minimum lease payments under the
noncancellable operating leases for the five years ending March 31, 2003 were as
follows: 1999, $400,000;  2000, $400,000;  2001, $400,000; 2002, $127,000; 2003,
$36,000. Rent expense for fiscal 1996, 1997 and 1998 was $845,000,  $964,000 and
$1,040,000,  respectively. Rent expense was $560,000 and $1,035,000 for the nine
months ended December 31, 1997 and 1998, respectively.                          

(4)  Stockholders' Equity                                                       
The  following is a summary of capital  stock for each  acquired  company in the
combined  financial  statements  as of March 31, 1997 and 1998 and  December 31,
1998:                                                                           

Acquired Company                    Par Value              Outstanding          
----------------                    ---------              -----------          
Computer Graphics                     $1.00                  20,000             

CG Marketing                           None                   2,000             

Enstech                               $5.00                     200             

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Norman Riley                           None                   2,000             

Vi-tech                                None                   2,000             

(5)  Income Tax Expense                                                         
Income tax expense  differs from the expected tax expense  (computed by applying
the U.S.  Federal  corporate  tax rate of 35% to earnings  before  income taxes)
primarily because of the effect of state income taxes, net of Federal income tax
benefit.                                                                        

(6)  Related  Party  Transactions  The  Company  leases  its  primary  operating
facilities  from a  partnership  owned by two  officers.  Rent expense under the
lease was  $845,000,  $949,000,  and  $1,021,000,  for the years ended March 31,
1996, 1997 and 1998, respectively.  Rent expense was $560,000 and $1,035,000 for
the nine  months  ended  December  31,  1997 and 1998,  respectively.  The lease
expired  in June of 1998 and is now on a month to month  term.  The  above  rent
expense  amounts  are also  included  in note 3. As of December  31,  1998,  the
Company  had loans  receivable  from its two major  shareholders  of  $1,181,000
included in other current assets.                                               

(7)  Major Customers                                                            
In fiscal  1996,  1997 and 1998,  the  Company  provided  services  to two major
customers  who  accounted  for  more  than  10% of  revenue.  The two  customers
accounted for 60%, 64% and 74% of total revenues in fiscal 1996,  1997 and 1998,
respectively. For the year ended March 31, 1996, the two customers accounted for
revenues of $5,800,000 and  $3,200,000,  respectively.  For the year ended March
31, 1997, the two customers accounted for revenues of $7,600,000 and $5,100,000,
respectively. For the year ended March 31, 1998, the two customers accounted for
revenues of $11,500,000 and $5,800,000,  respectively. For the nine months ended
December 31, 1997,  the two customers  accounted for revenues of $6,028,000  and
$4,241,000,  respectively.  For the nine months ended  December 31, 1998 the two
customers accounted for revenues of $7,001,000 and $4,536,000, respectively.    

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                                                                         Annex A

FIRST AMENDMENT TO ACQUISITION AGREEMENT

         This First Amendment  ("Amendment")  is made as of 12  April,  1999, to
that  certain  Acquisition  Agreement  ("Acquisition  Agreement")  dated  as  of
December 31, 1998, by and among:                                                

Acxiom  Corporation,   a  Delaware  corporation   (hereinafter  referred  to  as
"Purchaser");                                                                   

CGA  Acquisition  Corporation  #1, an  Arizona  corporation  and a  wholly-owned
subsidiary  of  Purchaser  (hereinafter  referred  to as "Merger  Sub #1"),  CGA
Acquisition Corporation #2, an Arizona corporation and a wholly-owned subsidiary
of Purchaser  (hereinafter  referred to as "Merger Sub #2") and CGA  Acquisition
Corporation  #3,  an  Arizona  corporation  and  a  wholly-owned  subsidiary  of
Purchaser (hereinafter referred to as "Merger Sub #3) (Merger Sub #1, Merger Sub
#2 and Merger Sub #3 are collectively referred to herein as the "Merger Subs"); 

Computer Graphics of Arizona, Inc., an Arizona corporation (hereinafter referred
to as "CGA"), CG Marketing of Arizona, Inc., an Arizona corporation (hereinafter
referred to as "CG Marketing"),  Enstech Resources, Inc., an Arizona corporation
(hereinafter  referred to as "Enstech"),  Norman,  Riley & Associates,  Inc., an
Arizona corporation  (hereinafter referred to as "Norman") and Vi-Tech, Inc., an
Arizona  corporation  (hereafter  referred to as "Vi-Tech")  (CGA, CG Marketing,
Enstech,  Norman and  Vi-Tech  are  hereinafter  individually  referred to as an
"Acquired Company" or collectively as the "Acquired Companies"); and,           

Ronald L.  Jensen and James K.  Martens,  collectively,  as  trustees of certain
revocable  trusts,  the majority  shareholders of CGA, CG Marketing and Vi-Tech,
and   collectively   the  sole   shareholders   of  Enstech   and  Norman   (the
"Shareholders").                                                                

Purchaser,  the Merger Subs, the Acquired  Companies and the Shareholders may be
referred to individually as "Party" and collectively as the "Parties."          

         WHEREAS,  the Parties expected to consummate the transactions set forth
in the  Acquisition  Agreement  prior to March 31, 1999, and now anticipate that
the Closing will not take place until after that date.                          

         WHEREAS,  the  Parties  desire to amend the  Acquisition  Agreement  to
extend  the  deadline  for  Closing  and  other  provisions  of the  Acquisition
Agreement set forth herein.                                                     

         NOW,  THEREFORE,  in consideration of the above recitals and other good
and  valuable   consideration,   the  receipt  and   sufficiency   of  which  is
acknowledged, the Parties amend the Acquisition Agreement as follows:           

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1. The  references  to March 31,  1999 in  Sections  8.1,  10.1.2 and 10.1.3 are
changed to June 30, 1999.                                                       

2. Sections 2.11.4 and 2.11.5 are amended in full to read as follows:           

                           2.11.4 Employee Benefit Plans. For the period of time
         between the Acquired  Companies  Effective  Date and the  Participation
         Date,  Purchaser shall continue the qualified employee benefit plans of
         the Acquired Companies as in effect on the Acquired Companies Effective
         Date and the Affected Employees shall participate in such plans through
         the Participation Date. For purposes of Sections 2.11.4 and 2.11.5, the
         "Participation  Date" is (i) in the  event  the  Closing  Date is on or
         before the tenth (10th)  calendar day of a month,  the first day of the
         month following the month in which the Closing Date occurs,  or (ii) in
         the event the  Closing  is after the  tenth  (10th)  calendar  day of a
         month,  the first day of the second month  following the month in which
         the  Closing  Date  occurs.  Subject  to the  terms of the  Purchaser's
         qualified employee benefit plans,  beginning on the Participation Date,
         the Affected  Employees  shall  participate  in the qualified  employee
         benefit plans of the Purchaser.  Subject to Exhibit  2.11.4,  Purchaser
         shall,  or shall cause the  Surviving  Corporations  to, give  Affected
         Employees  full  credit  for  purposes  of  eligibility,   vesting  and
         determination  of the level of  benefits  (but not for the  purpose  of
         benefit  accrual  under any defined  benefit  plan) under any qualified
         employee  benefit  plans  maintained  by the Purchaser or the Surviving
         Corporations  on  or  after   Participation   Date  for  such  Affected
         Employees'  service with the  Surviving  Corporations  and the Acquired
         Companies prior to Participation  Date to the same extent recognized by
         the  Surviving  Corporations  and the  Acquired  Companies  under their
         plans.  Notwithstanding  the  foregoing,  the  parties  agree  that the
         persons and entities listed in Exhibit 3.21 shall no longer participate
         or be eligible to  participate  in the  qualified  benefit plans of the
         Acquired Companies or Purchaser after the Closing Date. Notwithstanding
         anything in this  Agreement to the  contrary,  the  Acquired  Companies
         shall have the right to amend any of their qualified  employee benefits
         plans and take  whatever  other  action  the  Acquired  Companies  deem
         necessary to accomplish the  requirements of the immediately  preceding
sentence.                                                     

                           2.11.5 Other  Purchaser  Benefits.  For the period of
         time   between  the   Acquired   Companies   Effective   Date  and  the
         Participation Date,  Purchaser shall continue the welfare benefit plans
         of the  Acquired  Companies  as in  effect  on the  Acquired  Companies
         Effective  Date and the Affected  Employees  shall  participate in such
         plans  through  the  Participation  Date.  Subject  to the terms of the
         Purchaser's welfare benefit plans,  including stock-based  compensation
         plans,  beginning on the  Participation  Date,  the Affected  Employees
         shall participate in such welfare benefit plans of Purchaser. Purchaser
         shall,  or shall  cause the  Surviving  Corporations  to, (i) waive all
         limitations as to preexisting conditions exclusions and waiting periods
         with respect to participation and coverage  requirements  applicable to
         the Affected  Employees  under any such welfare benefit plans that such
         Affected  Employees may be eligible to  participate  in on or after the
         Participation  Date, other than limitations or waiting periods that are
         in effect with  respect to such  Affected  Employees  and that have not
         been  satisfied  as of the  Participation  Date under any such  welfare
         benefit  plans of the Acquired  Companies  maintained  for the Affected
         Employees  immediately  prior to the  Participation  Date, (ii) provide
         each Affected  Employee with credit for any co-payments and deductibles
         paid during the plan year of the Acquired  Companies'  welfare  benefit
         plans that includes the Participation Date in satisfying any applicable
         deductible or  out-of-pocket  requirements  under such welfare  benefit
         plans that such Affected Employees are eligible to participate in on or

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         after the  Participation  Date, and (iii) give Affected  Employees full
         credit for purposes of eligibility,  vesting and  determination  of the
         level of benefits in any such welfare  benefit plans  maintained by the
         Purchaser or the Surviving  Corporations on or after the  Participation
         Date  for  such   Affected   Employees'   service  with  the  Surviving
         Corporations and the Acquired Companies prior to the Participation Date
         to the same extent previously recognized by the Surviving  Corporations
         and the  Acquired  Companies  under their  plans.  Notwithstanding  the
         foregoing,  the parties  agree that the persons and entities  listed in
         Exhibit 3.21 shall no longer  participate or be eligible to participate
         in the welfare  benefit  plans of the  Acquired  Companies or Purchaser
         after the Closing Date.  Notwithstanding  anything in this Agreement to
         the contrary,  the Acquired Companies shall have the right to amend any
         of their  welfare  benefit  plans and take  whatever  other  action the
         Acquired Companies deem necessary to accomplish the requirements of the
immediately preceding sentence.                               

3. The reference in Section 3.23 to $1,500,000 is changed to $2,000,000.        

4. The first  sentence in Section  2.3.4 is amended by adding at the end thereof
the following:                                                                  

          ", except for the agreement  between Experian  Information  Solutions,
      Inc. and CG Marketing of Arizona, Inc. effective January 1, 1999."

5. The reference in clause (A) of Section  2.1.5.1(a) to  $42,500,000 is changed
to  $43,000,000  and the reference in clause (B)(i) to $45,000,000 is changed to
$46,200,000.                                                                    

6. The third  sentence of Section  3.3.2 is amended by adding at the end thereof
the following:                                                                  

          ",  except  pursuant  to  the  shareholders  agreements  for  CGA,  CG
Marketing and Vi-Tech set forth in Section 3.10."           

7. The  reference to Exhibits  3.14.2 and 3.1.7.2 in Section 3.7.1 is changed to
Exhibits 3.15.2 and 3.7.1.2.                                                    

8. The  reference  to  Exhibits  3.7.1 and 3.7.2 in Section  3.7.2 is changed to
Exhibits 3.7.1.1 and 3.7.2.                                                     

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9. Section 4.3 is added as follows:                                             

                  "4.3     Shareholders   Agreements.   In    the    event   the
          Registration  Statement is declared effective prior to the termination
          of this Agreement, Acxiom, the Acquired Companies and the Shareholders
          shall  diligently  pursue (i) the  satisfaction  of the  conditions in
          Sections 6 and 7 and (ii) the Closing of the transactions contemplated
by this Agreement."                                         

10.  Section 6.6 is amended by (i)  deleting the proviso at the end thereof that
reads as  follows:  ",  provided  that any change  arising out of the matter set
forth in  Exhibit  3.18 shall not be  considered  to result in any manner in the
non-satisfaction of this condition",  and (ii) adding the following sentences to
the end thereof:                                                                

         "The parties agree that the outstanding  request for proposal from MBNA
         as disclosed in Exhibits  3.11,  3.18 and elsewhere is not a failure of
         the  condition  set forth in this  Section  6.6.  However,  the parties
         further  agree  that  any  change  in the  status  of the  request  for
         proposal,  whether by action taken by MBNA or otherwise,  between April
         12,  1999 and the  Closing  may be taken  into  account  by  Acxiom  in
determining if this condition has been satisfied."            

11.  Exhibit 3.11 is amended to add,  and Exhibit 3.18 is amended to state,  the
following:                                                                      

         "The Acquired  Companies have received from MBNA a Request for Proposal
         for List Processing dated November 23, 1998. The Acquired Companies and
         at  least  four  other  vendors  have  responded  to that  Request  for
Proposal."                                                    

12. Section 6.8(a) is amended to read as follows:                               

         "(a)     the purchase price  for the Real Property  shall be $5,047,500
(the "Purchase Price");"                                      

13.      Section 6.8(d) and Item 1 of Exhibit 6.11 are deleted.                 

14. Section 6.12 is added as follows:                                           

         "6.12 Purchaser shall have received evidence reasonably satisfactory to
Purchaser that any rights under the shareholder agreements described in Exhibits
3.10 and 3.14 to  purchase  shares of any  Acquired  Company  arising out of the
transactions  contemplated  by this Agreement have been waived by the applicable
Acquired Company and shareholders thereof."                                     

15. The  reference  to Baxter & Jewell,  P.A.  in Section 7.7 is changed to read
Friday, Eldredge & Clark, LLP.                                                  

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16. Section 8.2.1(n) is deleted and Section 8.2.1(o) becomes Section 8.2.1(n).  

17. The reference to Section 3.24 in Section 11.4 is changed to Section 3.23.   

18. The following agreements are added at the end of Exhibits 3.10 and 3.14:    

         Agreement between Experian Information Solutions, Inc. and CG Marketing
of Arizona, Inc. effective as of January 1, 1999.             

         Shareholders Agreement effective as of November 12, 1991 among Computer
         Graphics of Arizona,  Inc.,  The James K.  Martens and  Constance  Jean
         Martens  Revocable  Trust dated  December 5, 1989, The Ronald L. Jensen
         Revocable  Trust dated  December 11, 1989 and The Clara  Louise  Jensen
Revocable Trust dated December 11, 1989.                      

         Shareholders  Agreement  effective  as of  November  12,  1991 among CG
         Marketing,  Inc. (now known as Vi-Tech, Inc.), The James K. Martens and
         Constance  Jean Martens  Revocable  Trust dated  December 5, 1989,  The
         Ronald L. Jensen  Revocable Trust dated December 11, 1989 and The Clara
Louise Jensen Revocable Trust dated December 11, 1989.        

         Shareholders  Agreement  effective  as of  November  12,  1991 among CG
         Marketing of Arizona,  Inc.,  The James K. Martens and  Constance  Jean
         Martens  Revocable  Trust dated  December 5, 1989, The Ronald L. Jensen
         Revocable  Trust dated  December 11, 1989 and The Clara  Louise  Jensen
Revocable Trust dated December 11, 1989.                      

19. All defined terms not otherwise defined in this Amendment will have the same
meaning set forth in the Acquisition Agreement.                                 

20. Except as herein expressly amended,  the Acquisition  Agreement is ratified,
confirmed  and remains  unchanged  in all respects and will remain in full force
and effect in accordance with its respective terms.                             

21.  All  references  to the  Acquisition  Agreement  will mean the  Acquisition
Agreement  as it is  amended  hereby  and as it may in the  future  be  amended,
restated, supplemented or modified from time to time.                           

22. This  Amendment may be executed in one or more  counterparts,  each of which
will be an original and all of which will constitute one and the same agreement.

 [Signature Pages to Follow]

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                  IN WITNESS  WHEREOF,  each party hereto has executed or caused
this Agreement to be executed on its behalf, all on the day and year first above
written.                                                                        

PURCHASER:                                                                      

Acxiom Corporation                                                              

By---------------------------                                                   
Name:                                                                           
Title:                                                                          

ACQUIRED COMPANIES:                                                             

Computer Graphics of Arizona, Inc.                                              

By---------------------------                                                   
Name:                                                                           
Title:                                                                          

CG Marketing of Arizona, Inc.                                                   

By---------------------------                                                   
Name:                                                                           
Title:                                                                          

Enstech Resources, Inc.                                                         

By---------------------------                                                   
Name:                                                                           
Title:                                                                          

Norman, Riley & Associates, Inc.                                                

By---------------------------                                                   
Name:                                                                           
Title:                                                                          

Vi-Tech, Inc.                                                                   

By---------------------------                                                   
Name:                                                                           
Title:                                                                          

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MERGER SUBS:                                                                    

CGA Acquisition Corporation #1                                                  

By---------------------------                                                   
Name:                                                                           
Title:                                                                          

CGA Acquisition Corporation #2                                                  

By---------------------------                                                   
Name:                                                                           
Title:                                                                          

CGA Acquisition Corporation #3                                                  

By---------------------------                                                   
Name:                                                                           
Title:                                                                          

SHAREHOLDERS:                                                                   

-----------------------------                   -----------------------------   
Ronald L. Jensen                                James K. Martens                

-----------------------------                   -----------------------------   
Ronald L. Jensen, Trustee of the                James K. Martens, Co-Trustee    
Ronald L. Jensen Revocable                      of the James K. Martens and     
Trust dated December 11, 1989                   Constance Jean Martens Trust    
                                      dated December 5, 1989

-----------------------------                   -----------------------------   
Ronald L. Jensen, Trustee of the                Constance Jean Martens,         
Clara L. Jensen Revocable                       Co-Trustee of James K. Martens  
Trust dated December 11, 1989                   and Constance Jean Martens Trust
                                      dated December 5, 1989

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424B2 62nd Page of 635 TOC 1st Previous Next ↓Bottom Just 62nd
 ACQUISITION AGREEMENT

 BETWEEN

ACXIOM CORPORATION

 AND

 CGA ACQUISITION CORPORATION #1;
 CGA ACQUISITION CORPORATION #2;
AND CGA ACQUISITION CORPORATION #3

 AND

 COMPUTER GRAPHICS OF ARIZONA, INC.;
CG MARKETING OF ARIZONA, INC.;
ENSTECH RESOURCES, INC.;
 NORMAN, RILEY & ASSOCIATES, INC.;
 AND VI-TECH, INC.

 AND

 RONALD L. JENSEN AND JAMES K. MARTENS

424B2 63rd Page of 635 TOC 1st Previous Next ↓Bottom Just 63rd
 Table of Contents

1.   DEFINITIONS...............................................................2
     1.1  Definition Cross-Reference Index.....................................2
     1.2  Additional Definitions...............................................2
2.   COVENANTS AND UNDERTAKINGS................................................4
     2.1  Agreement to Merge the Acquired Companies............................4
          2.1.1 Mergers........................................................4
          2.1.2 Effective Date of Mergers......................................4
          2.1.3 Effect of Mergers..............................................4
          2.1.4 Acquired Companies Common Stock................................5
          2.1.5 Exchange of the Acquired Companies Stock.......................5
          2.1.6 Fractional Shares..............................................6
          2.1.7 Tax-Free Reorganization........................................7
          2.1.8 Dissenting Shares..............................................7
          2.1.9 Pooling of Interests...........................................7
     2.2  Compliance with Securities Laws......................................7
     2.3  Conduct of the Business of the Acquired Companies Prior to Closing...7
          2.3.1 Conduct of Business............................................7
          2.3.2 Bank Accounts..................................................8
          2.3.3 Accounting Methods.............................................8
          2.3.4 New License Agreements.........................................8
     2.4  Filing of Tax Returns................................................8
     2.5  Resignation..........................................................9
     2.6  Examination of Property and Records..................................9
     2.7  Consents and Approvals...............................................9
     2.8  Supplying of Financial Statements....................................9
     2.9  Covenant Not to Compete..............................................9
     2.10 Other Actions........................................................9
     2.11 Purchaser Covenants.................................................10
          2.11.1    Conduct of Business Prior to Closing......................10
          2.11.2    Other Actions.............................................11
          2.11.3    Acquired Companies Employees..............................11
          2.11.4    Employee Benefit Plans....................................11
          2.11.5    Other Purchaser Benefits..................................11
          2.11.6    Examination of Property and Records.......................11
          2.11.7    Supplying of Financial Statements.........................12
3.   REPRESENTATIONS AND WARRANTIES OF THE ACQUIRED COMPANIES AND THE           
     SHAREHOLDERS.............................................................12
     3.1  Organization, Standing and Foreign Qualification....................13
     3.2  Authority and Status................................................13
     3.3  Capitalization......................................................13
          3.3.1     Authorized and Issued Stock...............................13

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      3.3.2     No Other Shares or Options................................14
     3.4  Absence of Equity Investments.......................................14
3.5  Financial Statements, Liabilities and Obligations of the         
          Acquired Companies..................................................14
     3.6  Tax Returns.........................................................15
     3.7  Ownership of Assets and Leases......................................16
     3.8  Indebtedness of the Acquired Companies..............................17
     3.9  Accounts Receivable and Notes Receivable............................17
     3.10 Agreement Does Not Violate Other Instruments........................17
     3.11 Absence of Changes..................................................18
     3.12 Litigation..........................................................19
     3.13 Licenses and Permits; Compliance With Law...........................19
     3.14 Contracts, Etc......................................................20
     3.15 Intellectual Property; Computer Software............................22
          3.15.1    Intellectual Property.....................................22
          3.15.2    Computer Software.........................................23
     3.16 Labor Matters.......................................................24
     3.17 Benefit Plans.......................................................24
     3.18 Acquired Companies Customers........................................26
     3.19 Environmental Matters...............................................26
     3.20 Insurance...........................................................27
     3.21 Related Party Relationships.........................................27
     3.22 Brokers.............................................................27
     3.23 Loans and Advances..................................................27
     3.24 Year 2000...........................................................28
     3.25 Information in Registration Statement...............................29
     3.26 Exhibits............................................................29
     3.27 WARRANTY DISCLAIMER.................................................29
REGISTRATION STATEMENT/ADDITIONAL AGREEMENTS..................................29
     4.1  Registration Statement..............................................29
     4.2  Affiliate Agreements................................................29
5.   REPRESENTATIONS AND WARRANTIES OF PURCHASER AND THE MERGER SUBS..........30
     5.1  Organization and Standing and Foreign Qualifications................30
     5.   Authority and Status................................................30
     5.3  Capitalization......................................................30
     5.4  Subsidiaries........................................................31
     5.5  SEC Filings; No Undisclosed Liabilities.............................31
     5.6  Title to Properties; Encumbrances...................................32
     5.7  Agreement Does Not Violate Other Instruments........................32
     5.8  Ownership of the Stock of the Merger Sub............................33
     5.9  Absence of Changes..................................................33
     5.10 Merger Sub..........................................................33
     5.11 Licenses and Permits; Compliance With Law...........................33
     5.12 Labor Matters.......................................................34
     5.13 Information in Registration Statement...............................34
     5.14 WARRANTY DISCLAIMER.................................................34

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6.CONDITIONS PRECEDENT TO OBLIGATIONS OF PURCHASER AND THE MERGER SUBS........34
     6.1  Representations True at Closing.....................................34
     6.2  Covenants of the Acquired Companies.................................35
     6.3  No Injunction, Etc..................................................35
     6.4  Opinion of Counsel..................................................35
     6.5  Consents, Approvals and Waivers.....................................35
     6.6  Absence of Adverse Changes..........................................35
     6.7  Covenant Not to Compete.............................................35
     6.8  Acquisition of Real Property........................................35
     6.9  Opinion of KMPG.....................................................36
     6.10 Registration Statement..............................................36
     6.11 Other Closing Conditions............................................36
7.CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE ACQUIRED COMPANIES AND         
  SHAREHOLDERS TO CLOSE.......................................................36
     7.1  Representations True at Closing.....................................36
     7.2  Covenants of Purchaser..............................................37
     7.3  No Injunction, Etc..................................................37
     7.4  Covenants Not to Compete............................................37
     7.5  Consents, Approvals and Waivers.....................................37
     7.6  Shareholder Approvals...............................................37
     7.7  Opinion of Purchaser's Counsel......................................37
     7.8  Tax Opinion.........................................................37
     7.9  Absence of Adverse Changes..........................................37
     7.10 Registration Statement..............................................38
8.CLOSING.....................................................................38
     8.1  Time and Place of Closing...........................................38
     8.2  Transactions at Closing.............................................38
          8.2.1 The Acquired Companies' Performance...........................38
          8.2.2 Performance by Purchaser and the Merger Subs..................39
     8.3  Delivery of Share Certificates and Cash.............................40
SURVIVAL OF REPRESENTATIONS AND WARRANTIES AND COVENANTS/INDEMNIFICATION......40
     9.1  Survival of Representations and Warranties and Covenants............41
          9.1.1 General Indemnification Obligations...........................41
          9.1.2 Specific Contingencies........................................42
          9.1.3 Timing of Claims..............................................42
     9.2  Indemnification.....................................................42
     9.3  Escrow by Shareholders..............................................43
          Specific Contingencies..............................................43
          9.3.2 General Representations and Warranties........................43
          9.3.3 Return of Escrowed Shares.....................................44
          9.3.4 Priority......................................................44
     9.4  Notification and Defense of Claims..................................44
     9.5  Minimum Aggregate Liability.........................................46

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     9.6  Maximum Aggregate Liability.........................................46
     9.7  Adjustment..........................................................46
     9.8  Exclusive Remedy....................................................46
10.TERMINATION................................................................47
     10.1 Method of Termination...............................................47
     10.2 Effect of Termination...............................................47
11.GENERAL PROVISIONS.........................................................47
     11.1 Notices.............................................................47
     11.2 Further Assurances..................................................49
     11.3 Waiver..............................................................49
     11.4 Expenses............................................................49
     11.5 Nondisclosure of Terms..............................................49
     11.6 Materiality.........................................................50
     11.7 Binding Effect......................................................50
     11.8 Headings............................................................50
     11.9 Entire Agreement....................................................50
     11.10 Governing Law......................................................50
     11.11 Counterparts.......................................................50
     11.12 Pronouns...........................................................50
     11.13 Exhibits Incorporated..............................................50
     11.14 No Shareholder Approval............................................50

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 ACQUISITION AGREEMENT

THIS ACQUISITION  AGREEMENT  ("Agreement") made this 31st day of December,  1998
(the "Execution Date"), by and among:                                           

Acxiom  Corporation,   a  Delaware  corporation   (hereinafter  referred  to  as
"Purchaser");                                                                   

CGA  Acquisition  Corporation  #1, an  Arizona  corporation  and a  wholly-owned
subsidiary  of  Purchaser  (hereinafter  referred  to as "Merger  Sub #1"),  CGA
Acquisition Corporation #2, an Arizona corporation and a wholly-owned subsidiary
of Purchaser  (hereinafter  referred to as "Merger Sub #2") and CGA  Acquisition
Corporation  #3,  an  Arizona  corporation  and  a  wholly-owned  subsidiary  of
Purchaser (hereinafter referred to as "Merger Sub #3) (Merger Sub #1, Merger Sub
#2 and Merger Sub #3 are collectively referred to herein as the "Merger Subs"); 

Computer Graphics of Arizona, Inc., an Arizona corporation (hereinafter referred
to as "CGA"), CG Marketing of Arizona, Inc., an Arizona corporation (hereinafter
referred to as "CG Marketing"),  Enstech Resources, Inc., an Arizona corporation
(hereinafter  referred to as "Enstech"),  Norman,  Riley & Associates,  Inc., an
Arizona corporation  (hereinafter referred to as "Norman") and Vi-Tech, Inc., an
Arizona  corporation  (hereafter  referred to as "Vi-Tech")  (CGA, CG Marketing,
Enstech,  Norman and  Vi-Tech  are  hereinafter  individually  referred to as an
"Acquired Company" or collectively as the "Acquired Companies"); and,           

Ronald L.  Jensen and James K.  Martens,  collectively,  as  trustees of certain
revocable  trusts,  the majority  shareholders of CGA, CG Marketing and Vi-Tech,
and   collectively   the  sole   shareholders   of  Enstech   and  Norman   (the
"Shareholders").                                                                

W I T N E S S E T H:

WHEREAS,  the parties  hereto  desire to enter into this  Agreement  pursuant to
which Purchaser will acquire all of the issued and outstanding shares of capital
stock of the Acquired Companies pursuant to the merger transactions and upon the
terms and subject to the conditions set forth herein;                           

WHEREAS,  upon the effective date of the merger transactions,  all of the shares
of stock of the Acquired  Companies,  issued and outstanding  immediately  prior
thereto, will be converted into shares of common stock of Purchaser;            

WHEREAS,  the parties  hereto  contemplate  that the  transactions  herein shall
constitute  a  reorganization  within the meanings of Section  368(a)(1)(A)  and
Sections 368(a)(2)(D) and (a)(2)(E), as applicable, of the Internal Revenue Code
of 1986, as amended;                                                            

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NOW,  THEREFORE,  for  and in  consideration  of the  premises  and  the  mutual
promises, agreements, representations,  warranties and covenants hereinafter set
forth, the parties hereto agree as follows:                                     

1. DEFINITIONS.                                                                 

1.1 Definition  Cross-Reference Index. Attached hereto as Exhibit A is a list of
defined  terms  herein  (other than those terms set forth in Section  1.2) and a
cross-reference to the Section of this Agreement in which such term is defined. 

1.2 Additional Definitions. As used in this Agreement:                          

(a)  "Acquired  Companies  Shareholders"  shall mean those persons listed in the
     attached  Exhibit B, such persons  constituting  all of the shareholders of
each of the Acquired Companies as reflected in Exhibit B.             

(b) "Acxiom  Stock" shall mean the $0.10 par value per share common stock of the
Purchaser.                                                                      

(c) "Applicable Federal Rate" shall mean the short-term interest rate determined
in accordance with Section 1274(d) of the Code as of the Closing Date.          

(d) "Code" shall mean the Internal Revenue Code of 1986, as amended.            

(e) "ESOP"  shall mean the Computer  Graphics of Arizona,  Inc.  Employee  Stock
Ownership Plan and Trust.                                                       

(f) "Exchange  Shares" shall mean the Shares delivered by Purchaser  pursuant to
Section 2.1.5.1 and 2.1.5.2.                                                    

(g) "Fair  Market  Value"  shall mean the average of the average of the high and
low prices of one share of Acxiom  Stock for each of the  fifteen  (15)  trading
days immediately  preceding the second business day prior to the Closing Date as
set forth on the NASDAQ stock market.                                           

(h) "GAAP" shall mean generally  accepted  accounting  principles,  consistently
applied.                                                                        

(i)  "knowledge  of the Acquired  Companies and the  Shareholders"  (or words of
similar  import) shall mean the actual  knowledge of any of the  Shareholders or
Carol Basso or, solely with respect to the                                      

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representations  and warranties set forth in Sections 3.10, 3.11, 3.12, 3.14 and
3.18,  Ed  Vartabedian  or,  solely  with  respect  to the  representations  and
warranties set forth in Sections 3.7, 3.10, 3.11, 3.12 and 3.15, Victor Jackson;
provided that actual knowledge shall include matters which could have been known
to any of the above upon reasonable inquiry.                                    

(j)  "Permitted  Liens"  shall mean (i) liens for taxes not yet due and payable,
that are payable without penalty or interest or that are being contested in good
faith, (ii) liens arising or resulting from any action taken by the Purchaser or
any its  affiliates,  (iii) liens  created by,  arising out of, or  specifically
contemplated or permitted by this  Agreement,  (iv)  materialmen's,  mechanics',
workmen's, repairmen's,  employees' or other like liens arising in the course of
construction or in the ordinary course of operation or maintenance, in each such
case securing  obligations which are not delinquent or which are being contested
in good  faith and for which  adequate  reserves  have  been  taken or  securing
obligations which are bonded in a reasonable  manner,  (v) zoning  restrictions,
easements,  licenses or other  restriction  on the use of real property or other
minor  irregularities in title thereto or encumbrances  thereon,  so long as the
same do not,  individually  or in the  aggregate,  materially  interfere with or
impair the use of such property in the manner  historically used by the Acquired
Companies,  (vi) with respect to any real property or interests therein owned by
the Acquired  Companies,  any defects or irregularities in title which would not
reduce the value of the property by more than  $25,000,  (vii) liens arising out
of judgments or awards rendered against any of the Acquired  Companies as of the
Execution  Date with  respect to which at the time an appeal or  proceeding  for
review is  prosecuted in good faith if adequate  reserves  with respect  thereto
have been  established and are being  maintained and with respect to which there
shall have been  secured a stay of execution  pending such appeal or  proceeding
for review or (viii) liens that are not material to the value of the property or
the assets encumbered.                                                          

(k) "Purchaser Material Adverse Effect" shall mean with respect to Purchaser and
the Purchaser  Subsidiaries a material  adverse effect on the business,  assets,
liabilities,  condition  (financial  or  otherwise)  or results of operations of
Purchaser and the Purchaser Subsidiaries, taken as a whole.                     

(l) "SEC" shall mean the Securities and Exchange Commission.                    

(m) "Surviving  Corporations" shall mean collectively CGA Surviving Corporation,
CGM Surviving Corporation and CGA #2 Surviving Corporation.                     

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2.       COVENANTS AND UNDERTAKINGS.                                            

2.1      Agreement to Merge the Acquired Companies.                             

2.1.1 Mergers.  Subject to the terms and conditions hereinafter set forth and in
accordance with the applicable laws of the State of Arizona, the parties to this
Agreement  agree to effect the  following  mergers  (collectively  the "Acquired
Companies Mergers"):                                                            

(a) the  merger of Merger  Sub #1 with and into CGA,  with CGA as the  surviving
corporation  in such  merger in  accordance  with the Plan of Merger #1 attached
hereto as Exhibit C1;                                                           

(b) the merger of Merger Sub #2 with and into CG Marketing, with CG Marketing as
the surviving  corporation in such merger in accordance  with the Plan of Merger
#2 attached hereto as Exhibit C2; and                                           

(c) the merger of Enstech,  Norman and Vi-Tech  with and into Merger Sub #3 with
Merger Sub #3 as the surviving  corporation  in such merger in  accordance  with
Plan of Merger #3 attached hereto as Exhibit C3.                                

2.1.2 Effective Date of Mergers.  Each of the Acquired  Companies  Mergers shall
become  effective as provided  under the  applicable  provisions  of the Arizona
Business  Corporation  Act at the time set forth in the Articles of Merger filed
with the  Secretary of State of the State of Arizona for the Acquired  Companies
Mergers (the "Acquired Companies Effective Date"). Such filings shall take place
at the Closing.                                                                 

2.1.3    Effect of Mergers.  At the Acquired Companies Effective Date:          

(a) the separate  existence  of Merger Sub #1 shall cease,  and CGA shall be the
corporation  surviving such merger (the "CGA Surviving  Corporation")  and shall
continue its corporate  existence under the name "Computer  Graphics of Arizona,
Inc". The Articles of Incorporation  and Bylaws of CGA shall, in accordance with
the Plan of Merger #1, be the  Articles of  Incorporation  and Bylaws of the CGA
Surviving  Corporation,  the directors of Merger Sub #1 immediately prior to the
Acquired Companies Effective Date will become the directors of the CGA Surviving
Corporation, and the officers of Merger Sub #1 immediately prior to the Acquired
Companies  Effective  Date  will  become  the  officers  of  the  CGA  Surviving
Corporation;                                                                    

(b) the separate  existence of Merger Sub #2 shall cease, and CG Marketing shall
be the corporation  surviving such merger (the "CGM Surviving  Corporation") and
shall continue its corporate  existence under the name "CG Marketing of Arizona,
Inc".  The  Articles  of  Incorporation  and Bylaws of CG  Marketing  shall,  in
accordance  with the Plan of Merger #2, be the  Articles  of                    

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Incorporation  and Bylaws of the CGM  Surviving  Corporation,  the  directors of
Merger Sub #2 immediately  prior to the Acquired  Companies  Effective Date will
become the  directors  of the CGM  Surviving  Corporation,  and the  officers of
Merger Sub #2 immediately  prior to the Acquired  Companies  Effective Date will
become the officers of the CGM Surviving Corporation;                           

(c) the separate  existence  of Enstech,  Norman and Vi-Tech  shall  cease,  and
Merger  Sub #3 shall be the  corporation  surviving  such  merger  (the  "CGA #2
Surviving  Corporation")  and shall continue its corporate  existence  under the
name "Acxiom/CG,  Inc". The Articles of  Incorporation  and Bylaws of the CGA #2
Surviving  Corporation  shall,  in accordance with the Plan of Merger #3, be the
Articles of  Incorporation  and Bylaws of Merger Sub #3, the directors of Merger
Sub #3 immediately  prior to the Acquired  Companies  Effective Date will become
the  directors of the CGA #2 Surviving  Corporation,  and the officers of Merger
Sub #3 immediately  prior to the Acquired  Companies  Effective Date will become
the officers of the CGA #2 Surviving Corporation.                               

2.1.4 Acquired Companies Common Stock. At the Acquired Companies Effective Date,
each of the  shares  of  capital  stock of the  Acquired  Companies  issued  and
outstanding  immediately  prior to the Acquired  Companies  Effective Date shall
cease to exist and shall,  in accordance with the Plan of Merger #1, the Plan of
Merger #2 and the Plan of Merger  #3,  respectively,  and  without  any  further
action on the part of any holder thereof,  be  automatically  converted into the
right to receive shares of Acxiom Stock ("Shares") as set forth in Section 2.1.5
and in accordance with Section 8.3.                                             

2.1.5    Exchange of the Acquired Companies Stock.                              

2.1.5.1  Exchange Shares for Stock of the Acquired Companies.                   

(a) Subject to the remaining  provisions of this Agreement,  based upon the Fair
Market Value,  Purchaser  shall  deliver  (pursuant to Section 8.3) an aggregate
number of Shares  equal to the greater of (A) the number of Shares which have an
aggregate Fair Market Value of $42,500,000 or (B) the lesser of (i) an aggregate
of 2,000,000  Shares or (ii) such number of Shares which have an aggregate  Fair
Market Value of  $45,000,000.  The parties hereto  acknowledge  that such Shares
issued in the Acquired  Companies Mergers shall include an associated  preferred
stock purchase right (a "Preferred  Stock Right") in accordance  with the Rights
Agreement,  dated as of January 28, 1998 (as amended,  the "Rights  Agreement"),
between  Purchaser and First  Chicago  Trust Company of New York.  Any reference
herein to Shares  shall be deemed to  include  the  associated  Preferred  Stock
Right.                                                                          

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(b) The Shares to be delivered by Purchaser pursuant to Section 2.1.5.1(a) shall
be allocated  among the Acquired  Companies in the percentages set forth in this
Section  2.1.5.1(b).  The number of Shares  allocated to each  Acquired  Company
shall be further allocated and delivered to the Acquired Companies  Shareholders
of such Acquired Company based upon such shareholder's ownership interest in the
applicable Acquired Company as set forth in Exhibit B.                          

(i) 50% to CGA;                                                                 

(ii) 30% to CG Marketing;                                                       

(iii) 10% to Enstech;                                                           

(iv) 5% to Norman; and                                                          

(v) 5% to Vi-Tech.                                                              

2.1.5.2 Exchange Shares for Real Property.  In addition to the Shares in 2.1.5.1
and subject to the  remaining  provisions  of this  Agreement,  Purchaser  shall
deliver to Martens,  Jensen & Associates  Shares  which have an  aggregate  Fair
Market  Value  equal to the  Purchase  Price (as  determined  by  Purchaser  and
Martens, Jensen & Associates prior to the Closing) of the Real Property.        

2.1.5.3 Delivery to Escrow.  Each Acquired Companies  Shareholder shall, and the
Shareholders  shall cause  Martens,  Jensen & Associates to, deposit into escrow
the number of the Exchange  Shares of Acxiom Stock  described in Section 9 to be
held in accordance with the terms of Section 9 and the Escrow Agreement.        

2.1.5.4  Recapitalization,  Etc. If, prior to the Acquired  Companies  Effective
Date,  Purchaser  recapitalizes  through a subdivision of its outstanding Shares
into a greater number of Shares, or a combination of its outstanding Shares into
a lesser number of shares, or reorganizes, reclassifies or otherwise changes its
outstanding  Shares  into the same or a  different  number  of  shares  of other
classes of capital  stock,  or  declares a dividend  on its  outstanding  Shares
payable in shares of its capital stock or securities  convertible into shares of
its capital stock or makes any other extraordinary distribution of cash or other
assets which affects the  capitalization  of the  Purchaser,  then the number of
Shares set forth in Sections 2.1.5.1 and 2.1.5.2 will be adjusted  appropriately
to provide the Acquired Companies  Shareholders with the same economic effect as
contemplated  by this  Agreement  prior to such  recapitalization,  combination,
reorganization, reclassification, change or declaration.                        

2.1.6 Fractional  Shares. No fractional Shares will be issued in connection with
the Acquired Companies Mergers, but in lieu thereof each holder of capital stock
in an Acquired  Company who would otherwise be entitled to receive a fraction of
a Share will  receive  from the  Purchaser,  at such time as such  holder  shall
receive a certificate  representing  Shares as contemplated by Section 2.1.5, an
amount of cash equal to the per share  market  value of Acxiom  Stock  (based on
Fair Market  Value)  multiplied  by the fraction of a Share to which such holder

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would otherwise be entitled.  The fractional  interests of each Acquired Company
Shareholder  of  each  Acquired  Company  will  be  aggregated  so  that no such
Shareholder  will  receive  cash in an amount  equal to or greater than the Fair
Market Value of one full Share with respect to such Acquired Company.           

2.1.7 Tax-Free Reorganization. The parties hereto intend to adopt this Agreement
and the  Acquired  Companies  Mergers  described  herein  as  tax-free  plans of
reorganization  under  Section  368(a)(1)(A)  of  the  Code  by  virtue  of  the
provisions  of Section  368(a)(2)(D)  of the Code with respect to Plan of Merger
#3, and Section  368(a)(2)(E)  of the Code with respect to Plan of Merger #1 and
Plan of Merger #2.                                                              

2.1.8 Dissenting Shares. If, prior to the Closing,  dissenter's rights have been
properly exercised in accordance with Arizona law by any holder of any shares of
CGA, at the Closing CGA shall  deposit into an escrow  account cash in an amount
equal to the aggregate value of such shares based on Fair Market Value.         

2.1.9  Pooling of  Interests.  The  parties  hereto  intend  that the Mergers be
treated as a "pooling of interests" for accounting  purposes.  The affiliates of
each of the Acquired  Companies shall execute and deliver Affiliate  Agreements,
as contemplated by Section 4.2, to ensure compliance by such affiliates with the
restrictions required to allow such accounting treatment to be utilized.        

2.2  Compliance  with  Securities  Laws.  In  connection  with the  transactions
contemplated by this  Agreement,  the parties hereto agree to cooperate with one
another in complying  with the  provisions of the 1933 Act, the Exchange Act and
the General Rules and Regulations  thereunder,  and all other applicable federal
and state  securities  laws, and each of them agree to furnish the other, or its
counsel,  with such  information  and to take such actions as may be  reasonably
requested in respect of such compliance.                                        

2.3      Conduct of the Business of the Acquired Companies Prior to Closing.    

2.3.1 Conduct of Business.  Except as set forth in Exhibit 2.3.1, with the prior
written  consent  of  Purchaser  or as  otherwise  expressly  permitted  by this
Agreement, the Acquired Companies covenant and agree that, between the Execution
Date and the Closing  Date,  each of the  Acquired  Companies  will  conduct its
businesses in the ordinary course,  and they will: (a) use their reasonable best
efforts to preserve the  organization  of the Acquired  Companies  intact and to
keep  available  the  services of its present  officers  and  employees,  and to
preserve  the  goodwill of  customers,  suppliers,  and others  having  business
relations  with the  Acquired  Companies;  (b) maintain  the  properties  of the
Acquired  Companies in the same working order and  condition as such  properties
are in as of the date of this Agreement,  reasonable wear and tear excepted; (c)
keep in force at no less  than  their  present  limits  all  existing  bonds and
policies of  insurance  insuring  the Acquired  Companies  and their  respective
properties;  (d)  not  enter  into  any  contract,  commitment,  arrangement  or
transaction of the type described in Sections  3.14.1 through 3.14.18 other than
in the ordinary  course of business  consistent  with past practice or engage in
any of the transactions described in Section 3.11 (except for the payment of any
health,  disability  and  life  insurance  premiums  which  may  become  due and
distributions  required to be made pursuant to the terms  currently in effect of
any Benefit Plans or pursuant to any change in any applicable law) to the extent
such  transactions  are within the control of the  Acquired  Companies;  (e) not
cause any of the events in Section  3.11  (except for the payment of any health,
disability  and life insurance  premiums which may become due and  distributions
required  to be made  pursuant to the terms  currently  in effect of any Benefit
Plans or pursuant to                                                            

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any  change in any  applicable  law) to the  extent  such  events are within the
reasonable control of the Acquired Companies;  (f) not make or permit any change
in the  Articles of  Incorporation  or Bylaws of the Acquired  Companies,  or in
their  authorized,  issued or  outstanding  securities;  (g) not grant any stock
option or right to purchase any security of the  Acquired  Companies,  issue any
security convertible into such securities, purchase, redeem, retire or otherwise
acquire any of such  securities,  or agree to do any of the  foregoing;  (h) not
make any  contribution  to, or  distribution  from,  any employee  benefit plan,
pension plan,  stock bonus plan,  401(k) plan or profit sharing plan (except for
contributions  under existing Benefit Plans in accordance with past practice and
the payment of any health,  disability  and life  insurance  premiums  which may
become due and contributions  and distributions  required to be made pursuant to
the terms  currently in effect of any Benefit Plans or pursuant to any change in
any applicable law); (i) not declare,  make, or permit any payment of dividends,
distributions  or other payments with respect to the capital stock, or any other
securities, of the Acquired Companies; (j) not increase the compensation payable
or to  become  payable  by the  Acquired  Companies  to any  officer,  director,
employee,  consultant or agent and not make any bonus payment or  arrangement to
any officer, director, employee,  consultant or agent other than in the ordinary
course of  business  consistent  with past  practice;  and (k)  promptly  advise
Purchaser in writing of any matters arising or discovered after the date of this
Agreement  which, if existing or known at the date hereof,  would be required to
be set forth or described in this Agreement or the Exhibits hereto.             

2.3.2 Bank  Accounts.  Except with the prior written  consent of Purchaser,  the
Acquired  Companies  will not make,  between the Execution  Date and the Closing
Date, any change in its banking or safe deposit arrangements or grant any powers
of attorney.  A list of all bank  accounts,  investment  accounts,  safe deposit
boxes  (and the  contents  thereof)  and  powers  of  attorney  of the  Acquired
Companies and of all persons  authorized to act with respect thereto is attached
hereto as Exhibit 2.3.2.                                                        

2.3.3  Accounting  Methods.  Except with the prior written consent of Purchaser,
the Acquired Companies will not make, between the Execution Date and the Closing
Date, any changes in its accounting methods or practices.                       

2.3.4 New License  Agreements.  Between the Execution Date and the Closing Date,
the  Acquired  Companies  shall  not  enter  into any data or  software  license
contract  which has a term of one year or longer or which  involves an aggregate
payment  obligation of $150,000 or more over the term of such  contract,  unless
such contract is either (i) assignable  without the consent of the other parties
thereto or (ii) expressly  permits the  assignment by the Acquired  Companies in
connection with the transactions contemplated hereby.                           

2.4 Filing of Tax Returns.  The Acquired  Companies covenant to cause all of the
federal,  state and local tax returns of the Acquired  Companies  required to be
filed  before  Closing to be timely and  accurately  filed with the  appropriate
taxing  authorities.  For purposes of this Section  2.4,  such returns  shall be
deemed timely filed if the Acquired  Companies  have obtained an                

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extension from the appropriate  taxing  authority as to the time in which it may
file such tax returns and such  extensions  have not expired as of the  Closing.
The Acquired  Companies  shall submit all such tax returns to Purchaser prior to
the date they must be filed. Purchaser or the Merger Subs will file all such tax
returns due after the Closing.                                                  

2.5 Resignation. The Acquired Companies covenant to cause to be delivered at the
Closing the  resignation  of each of the  directors and officers of the Acquired
Companies,  with such  resignations  to be effective  immediately  following the
Acquired Companies Effective Time.                                              

2.6  Examination  of Property and Records.  Between the  Execution  Date and the
Closing Date, the Acquired  Companies  will allow  Purchaser,  its counsel,  its
accountants  and other  representatives  full access to all the books,  records,
files, documents,  assets, properties,  contracts and agreements of the Acquired
Companies that may be reasonably  requested,  and shall furnish  Purchaser,  its
officers and representatives  during such period with all information concerning
the  affairs  of  the  Acquired  Companies  that  may be  reasonably  requested.
Purchaser will conduct any investigation in a manner which will not unreasonably
interfere with the business of the Acquired Companies.                          

2.7 Consents and Approvals.  The Acquired  Companies  agree to use  commercially
reasonable  efforts to obtain the waiver,  consent  and  approval of all persons
whose  waiver,  consent or approval (i) is required in order to  consummate  the
transactions  contemplated  by  this  Agreement  or  (ii)  is  required  by  any
agreement, lease, instrument, arrangement, judgment, decree, order or license to
which any of the  Acquired  Companies  is a party or subject on the Closing Date
and (a) which would prohibit, or require the waiver,  consent or approval of any
person to, such transactions or (b) under which, without such waiver, consent or
approval, such transactions would constitute an occurrence of default, result in
the  acceleration  of any  obligation  thereunder or give rise to a right of any
party  thereto to terminate its  obligations  thereunder.  All obtained  written
waivers,  consents  and  approvals  shall be produced at the Closing in form and
content reasonably satisfactory to Purchaser.                                   

2.8  Supplying  of Financial  Statements.  The  Acquired  Companies  covenant to
deliver to Purchaser all regularly  prepared unaudited  financial  statements of
the  Acquired  Companies  prepared  after  the  Execution  Date,  in the  format
historically utilized, as soon as available.                                    

2.9 Covenant Not to Compete.  The Shareholders shall enter at the Closing into a
Covenant  Not to  Compete  substantially  in the form of  Exhibit  2.9  attached
hereto..                                                                        

2.10 Other Actions. The Acquired Companies and the Shareholders shall, before or
after the  Closing,  (A) not take any  action,  or permit any action  within the
Acquired  Companies'  control or other than as  contemplated  by this Agreement,
that would prevent any Acquired  Companies  Merger from qualifying as a tax-free
reorganization  under Section  368(a)(1)(A) of the Code, (B) not take any action
which is not permitted by the Affiliate Agreement or this Agreement,  or (C) use
their reasonable best efforts to prevent any of the officers or directors of the
Acquired  Companies  from  taking or  permitting  any such  action  within  such
person's control.                                                               

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2.11 Purchaser Covenants.                                                       

2.11.1 Conduct of Business Prior to Closing.  Between the Execution Date of this
Agreement  and the Closing,  unless  other  agreed by the Acquired  Companies in
writing, or except as otherwise permitted by this Agreement:                    

(a) the  respective  businesses of the Purchaser and the Purchaser  Subsidiaries
shall be conducted only in the ordinary course of business  consistent with past
practices,  and  there  shall  be no  material  changes  in the  conduct  of the
Purchaser's operations;                                                         

(b) Purchaser  shall (i) not sell or pledge or agree to sell or pledge any stock
owned by it in any of the Purchaser Subsidiaries, (ii) not amend its Certificate
of Incorporation or By-Laws,  (iii) not split,  combine or reclassify any shares
of its  outstanding  capital stock or declare,  set aside or pay any dividend or
other  distribution  payable in cash, stock or property,  or redeem or otherwise
acquire any shares of its capital stock or shares of the capital stock of any of
the Purchaser  Subsidiaries,  (iv) not consolidate or merge with or into another
company  unless at least 50% of the  members  of the Board of  Directors  of the
surviving entity are members of the Board of Directors of Purchaser  immediately
prior to such merger or consolidation  or are otherwise  designated by Purchaser
and Purchaser is the surviving entity, or (v) not enter into any transaction not
in the ordinary  course of business if such  transaction  would have a Purchaser
Material Adverse Effect or a material adverse effect on the Shares;             

(c) neither  Purchaser  nor any  Purchaser  Subsidiary  shall (i)  authorize for
issuance,  issue or sell or agree to issue or sell any additional  shares of, or
rights of any kind to acquire  any shares  of,  its  capital  stock of any class
(whether  through the  issuance or granting of options,  warrants,  commitments,
subscriptions,  rights to purchase or otherwise)  except for (a) unissued Shares
reserved for issuance  upon the  exercise of the employee  stock  options of the
Purchaser pursuant to existing stock options plans and (b) unissued Shares to be
granted pursuant to Purchaser's  Employee Stock Benefit and Recognition  Program
or (ii) enter any contract,  agreement or commitment  with respect to any of the
foregoing;                                                                      

(d)  Purchaser  shall use its  reasonable  best  efforts to preserve  intact the
business  operations  of  Purchaser  and  the  Purchaser  Subsidiaries,  to keep
available the services of its and their present officers and key employees,  and
to preserve the goodwill of those having business  relationships  with Purchaser
or the Purchaser Subsidiaries;                                                  

(e)  Nothing  set  forth  in  subsection  (a)  through  (d)  above  shall  limit
Purchaser's  ability  to  authorize  or  propose,   enter  into,  or  consummate
agreements  relating to  acquisitions,  mergers or other business  combinations,
including any such transaction  pursuant to which Purchaser issues shares of its
capital stock;  provided that in connection with any transaction  Purchaser will
not consolidate or merge with                                                   

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or into  another  company  unless  at least 50% of the  members  of the Board of
Directors  of the  surviving  entity are  members of the Board of  Directors  of
Purchaser  immediately  prior to such merger or  consolidation  or are otherwise
designated by Purchaser and Purchaser is the surviving entity.                  

2.11.2 Other Actions. Purchaser shall, before or after the Closing, (A) not take
any action,  or permit any action  within  Purchaser's  control or other than as
contemplated by this Agreement  (including,  but not limited to, the exercise of
Purchaser's rights under the Escrow Agreement),  that would prevent any Acquired
Companies  Merger from  qualifying  as a tax-free  reorganization  under Section
368(a)(1)(A)  of the Code,  (B) not take any action or permit any action  within
Purchaser's control, or other than as contemplated by this Agreement, that would
prevent the Mergers from qualifying for accounting as a pooling of interests, or
(C) use its reasonable  best efforts to prevent any of its officers or directors
from taking or permitting such action within such person's control.             

2.11.3 Acquired Companies  Employees.  Purchaser agrees that individuals who are
employed by the Acquired Companies as of the Acquired  Companies  Effective Date
shall become employees of the Surviving  Corporations on the Acquired  Companies
Effective Date (each such employee, an "Affected Employee");  provided, however,
that  nothing  contained  in this Section  2.11.3  shall  require the  Surviving
Corporations to continue the employment of any Affected  Employee for any period
of time following the Acquired Companies Effective Date.                        

2.11.4  Employee  Benefit  Plans.  For the period of time  between the  Acquired
Companies  Effective  Date and March 31,  1999,  Purchaser  shall  continue  the
qualified  employee benefit plans of the Acquired  Companies as in effect on the
Acquired  Companies  Effective Date and the Affected Employees shall participate
in such plans  through March 31, 1999.  Subject to the terms of the  Purchaser's
qualified  employee  benefit  plans,  beginning  April  1,  1999,  the  Affected
Employees  shall  participate  in the  qualified  employee  benefit plans of the
Purchaser.  Subject to  Exhibit  2.11.4,  Purchaser  shall,  or shall  cause the
Surviving  Corporations to, give Affected  Employees full credit for purposes of
eligibility, vesting and determination of the level of benefits (but not for the
purpose of benefit  accrual under any defined  benefit plan) under any qualified
employee benefit plans maintained by the Purchaser or the Surviving Corporations
on or  after  April  1,  1999  for such  Affected  Employees'  service  with the
Surviving  Corporations and the Acquired Companies prior to April 1, 1999 to the
same extent recognized by the Surviving  Corporations and the Acquired Companies
under their plans.  Notwithstanding  the  foregoing,  the parties agree that the
persons and entities  listed in Exhibit 3.21 shall no longer  participate  or be
eligible to participate in the qualified benefit plans of the Acquired Companies
or Purchaser after the Closing Date.  Notwithstanding anything in this Agreement
to the  contrary,  the Acquired  Companies  shall have the right to amend any of
their  qualified  employee  benefits  plans and take  whatever  other action the
Acquired  Companies  deem  necessary  to  accomplish  the  requirements  of  the
immediately preceding sentence.                                                 

2.11.5  Other  Purchaser  Benefits  For the period of time  between the Acquired
Companies  Effective  Date and March 31,  1999,  Purchaser  shall  continue  the
welfare  benefit  plans of the  Acquired  Companies as in effect on the Acquired
Companies  Effective Date and the Affected  Employees shall  participate in such
plans through March 31, 1999.  Subject to the                                   

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terms  of  the  Purchaser's   welfare  benefit  plans,   including   stock-based
compensation  plans,  beginning  April 1, 1999,  the  Affected  Employees  shall
participate  in such welfare  benefit plans of Purchaser.  Purchaser  shall,  or
shall  cause the  Surviving  Corporations  to, (i) waive all  limitations  as to
preexisting   conditions   exclusions  and  waiting   periods  with  respect  to
participation  and coverage  requirements  applicable to the Affected  Employees
under any such  welfare  benefit  plans  that  such  Affected  Employees  may be
eligible to  participate  in after March 31,  1999,  other than  limitations  or
waiting  periods that are in effect with respect to such Affected  Employees and
that have not been satisfied as of March 31, 1999 under any such welfare benefit
plans  of  the  Acquired   Companies   maintained  for  the  Affected  Employees
immediately  prior to April 1, 1999,  (ii) provide each  Affected  Employee with
credit for any  co-payments  and  deductibles  paid  during the plan year of the
Acquired  Companies'  welfare  benefit  plans that  includes  March 31,  1999 in
satisfying any applicable  deductible or out-of-pocket  requirements  under such
welfare  benefit plans that such Affected  Employees are eligible to participate
in after  March 31,  1999,  and (iii) give  Affected  Employees  full credit for
purposes of eligibility,  vesting and  determination of the level of benefits in
any such welfare  benefit  plans  maintained  by the  Purchaser or the Surviving
Corporations on or after April 1, 1999 for such Affected Employees' service with
the Surviving  Corporations and the Acquired Companies prior to April 1, 1999 to
the same extent  previously  recognized  by the Surviving  Corporations  and the
Acquired Companies under their plans. Notwithstanding the foregoing, the parties
agree that the  persons  and  entities  listed in  Exhibit  3.21 shall no longer
participate or be eligible to  participate  in the welfare  benefit plans of the
Acquired Companies or Purchaser after the Closing Date. Notwithstanding anything
in this Agreement to the contrary,  the Acquired  Companies shall have the right
to amend any of their welfare  benefit plans and take whatever  other action the
Acquired  Companies  deem  necessary  to  accomplish  the  requirements  of  the
immediately preceding sentence.                                                 

2.11.6  Examination of Property and Records.  Between the Execution Date and the
Closing Date,  Purchaser will allow the Acquired  Companies,  the  Shareholders,
their counsel and their respective  accountants and other  representatives  full
access  to  all  the  books,  records,  files,  documents,  assets,  properties,
contracts and agreements of Purchaser and its subsidiaries,  if any, that may be
reasonably requested, and shall furnish such persons during such period with all
information concerning the affairs of Purchaser and its subsidiaries that may be
reasonably  requested.  Such persons will conduct any  investigation in a manner
which will not  unreasonably  interfere  with the business of Purchaser  and its
subsidiaries.                                                                   

2.11.7  Supplying of Financial  Statements.  Between the Execution  Date and the
Closing Date,  Purchaser  covenants to deliver to the Acquired Companies and the
Shareholders all regularly prepared unaudited financial  statements of Purchaser
prepared after the Execution Date, in the format historically  utilized, as soon
as available,  and a copy of each report,  schedule and other  document filed or
received by it pursuant to the requirements of federal or state securities laws.

3.   REPRESENTATIONS   AND   WARRANTIES  OF  THE  ACQUIRED   COMPANIES  AND  THE
SHAREHOLDERS.                                                                   

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The Acquired  Companies and the Shareholders,  jointly and severally,  represent
and  warrant  to, and for the  benefit  of,  Purchaser  and the  Merger  Subs as
follows:                                                                        

3.1      Organization, Standing and Foreign Qualification.                      

3.1.1 The Acquired  Companies are corporations duly organized,  validly existing
and in good  standing  under the laws of the State of  Arizona  and each has the
full power and authority  (corporate  and otherwise) to carry on its business in
the  places,  and  as,  it is now  being  conducted  and to own  and  lease  the
properties and assets which it now owns or leases.                              

3.1.2 The Acquired Companies are now, and will be at the Closing, duly qualified
and/or  licensed  to  transact  business,  and in  good  standing  as a  foreign
corporation,  in the jurisdictions listed in Exhibit 3.1.2, and the character of
the  property  owned or leased by the Acquired  Companies  and the nature of the
business  conducted by each of them does not require such  qualification  and/or
licensing in any other  jurisdictions other than in such jurisdictions where the
failure so to qualify or to be  licensed  or in good  standing  would not have a
material adverse effect on the Acquired Companies.                              

3.2 Authority and Status.  Except for the  requirement to obtain the approval of
each  Acquired  Companies'   respective   Acquired  Companies   Shareholders  in
accordance with applicable law, the Acquired Companies and the Shareholders have
the capacity and  authority  to execute and deliver this  Agreement,  to perform
hereunder and to consummate  the  transactions  contemplated  hereby without the
necessity of any act or consent of any other person  whomsoever.  The execution,
delivery and  performance  by the Acquired  Companies of this Agreement and each
and every agreement,  document, exhibit, and instrument provided for herein have
been duly  authorized  and approved by the Board of  Directors of each  Acquired
Company and will be, as of the Closing,  authorized and approved by the Acquired
Companies Shareholders.  This Agreement and each and every agreement,  document,
exhibit, and instrument to be executed,  delivered and performed by the Acquired
Companies  or the  Shareholders  in  connection  with the express  terms  hereof
constitute  or will,  when  executed  and  delivered,  constitute  the valid and
legally binding  obligations of the Acquired  Companies or the Shareholders,  as
the case may be,  enforceable  against  each of them in  accordance  with  their
respective  terms,  except  as  enforceability  may  be  limited  by  applicable
equitable principles or by bankruptcy, insolvency,  reorganization,  moratorium,
or  similar  laws from  time to time in  effect  affecting  the  enforcement  of
creditors'  rights generally.  Attached hereto as Exhibit 3.2 are true,  correct
and complete copies of the Articles of Incorporation  certified by the Secretary
of State of Arizona as in effect on the date shown thereon and Bylaws of each of
the Acquired Companies.                                                         

3.3      Capitalization.                                                        

3.3.1  Authorized and Issued Stock. The entire  authorized  capital stock of the
Acquired Companies are as follows:                                              

(a) For CGA,  1,000,000  shares of common  stock,  1.00 par value per share,  of
which 20,000 shares are issued and outstanding.                                 

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(b) For CG Marketing, 100,000 shares of common stock, no par value per share, of
which 2,000 shares are issued and outstanding.                                  

(c) For Enstech,  1,000,000  shares of common stock,  $5 par value per share, of
which 200 shares are issued and outstanding.                                    

(d) For Norman, 100,000 shares of common stock, no par value per share, of which
2,000 shares are issued and outstanding.                                        

(e) For Vi-Tech,  100,000  shares of common  stock,  no par value per share,  of
which 2,000 shares are issued and outstanding.                                  

3.3.2 No Other Shares or Options. The Acquired Companies have no other shares of
capital stock  authorized,  issued or outstanding  other than those set forth in
Section 3.3.1.  All of the issued and outstanding  shares of common stock of the
Acquired Companies have been validly issued and are fully paid and nonassessable
and are owned by the Acquired Companies  Shareholders as set forth in Exhibit B,
and, as of the Closing, will be free and clear of all liens, claims, charges and
encumbrances of any nature whatsoever.  The authorization or consent of no other
person  or  entity  is  required  in  order  to  consummate   the   transactions
contemplated  hereby by virtue of any such person or entity  having an equitable
or  beneficial  interest in the Acquired  Companies or the capital  stock of the
Acquired Companies. Further, except pursuant to the terms of the ESOP, there are
no outstanding options,  warrants,  calls, commitments or other agreements which
obligate  any  Acquired  Company  to pay  any  dividends  on such  shares  or to
purchase,  redeem, or retire any outstanding  shares of the capital stock of the
Acquired  Companies,  nor are there any  outstanding  securities or  obligations
which are convertible  into or  exchangeable  for any shares of capital stock of
any of the Acquired Companies.                                                  

3.4  Absence  of Equity  Investments.  None of the  Acquired  Companies,  either
directly or indirectly, own of record or beneficially any shares or other equity
interests in any corporation,  partnership,  limited partnership, joint venture,
trust or other  business  entity.  None of the  Shareholders  own of  record  or
beneficially,  directly or indirectly,  shares or other equity  interests in any
corporation,  partnership, limited partnership, limited liability company, joint
venture,  trust,  or other business  entity (except as a holder of less than one
percent  (1%) of the equity  interest in an entity  whose shares are traded on a
national or regional securities exchange or in the over-the-counter market), all
or a portion of the business of which is  competitive  with that of the Acquired
Companies.                                                                      

3.5 Financial Statements, Liabilities and Obligations of the Acquired Companies.

3.5.1 Attached hereto as Exhibit 3.5.1 are true,  correct and complete copies of
the  unaudited  balance  sheets  of the  Acquired  Companies  at  each  Acquired
Company's fiscal year end in 1996 and 1997 and the related unaudited  statements
of income and retained  earnings for the years then ended  (herein  respectively
referred to as the "1996 Financial  Statements and 1997 Financial  Statements").
Also  attached  hereto  as  Exhibit  3.5.1 are true and  complete  copies of the
unaudited  balance  sheets of the Acquired  Companies as of October 31, 1998 and
the related  unaudited  statement of income for the period then ended  reflected
therein  (the  "Interim                                                         

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Financial  Statements").  The 1996, 1997 and Interim  Financial  Statements have
been prepared from and are in complete  accordance with the books and records of
the Acquired  Companies,  are true,  complete,  and accurate  statements  of the
financial  position of the Acquired Companies as of their respective dates, have
been prepared in accordance with the Acquired Companies'  historical  accounting
principles and practices,  consistently applied, and do not reflect the deferred
income tax  liabilities  of the Acquired  Companies,  and  otherwise  fairly and
accurately present, in all material respects, the financial position and results
of operations of the Acquired Companies as of the respective dates thereof.     

3.5.2  The  Acquired  Companies  have no  liabilities  or  obligations  (whether
accrued, absolute, contingent or otherwise) which are of a nature required to be
reflected in financial  statements  prepared in accordance with GAAP (including,
without  limitation,  any liability  which might result from an audit of its tax
returns  by any  appropriate  authority),  except  for (A) the  liabilities  and
obligations which are disclosed,  or reserved against,  in the Interim Financial
Statements  or Exhibit  3.5.2,  to the extent and in the amounts so disclosed or
reserved against,  (B) deferred income tax liabilities of the Acquired Companies
and (C) liabilities incurred or accrued in the ordinary course of business since
October 31, 1998 and which would not,  either  individually or in the aggregate,
have an  adverse  effect on the  business,  assets or  operations  of any of the
Acquired Companies.                                                             

3.5.3 Except as disclosed in the Interim Financial  Statements or Exhibit 3.5.3,
the Acquired  Companies  are not in default with respect to any  liabilities  or
obligations  other than where such default  would not have an adverse  effect on
the  Acquired  Companies,  and all  such  liabilities  or  obligations  shown or
reflected  in the  Interim  Financial  Statements  or  Exhibit  3.5.3  and  such
liabilities incurred or accrued subsequent to October 31, 1998 have been, or are
being,  paid and  discharged  as they become due, and all such  liabilities  and
obligations were incurred in the ordinary course of business except as indicated
in Exhibit 3.5.3.                                                               

3.6 Tax Returns.  The Acquired  Companies have, as of the date hereof,  and will
have prior to the  Closing,  timely and  accurately  filed all  federal,  state,
foreign  and local tax  returns  and  reports  (including,  without  limitation,
income, sales, use, excise,  payroll, real and personal property tax returns and
reports)  required to be filed by them prior to such date (giving  effect to any
applicable  extensions of statutes of limitations) and have timely paid, or will
timely pay prior to the Closing, all taxes shown on such returns as owed for the
periods of such returns,  including  all  withholding  or other payroll  related
taxes shown on such  returns.  In the event any of the  Acquired  Companies  has
extended  any tax return to a date  which is after the  Closing,  such  Acquired
Company has made all  deposits  or payments  required  with such  extension.  No
assessments  or notices of deficiency or other written  communications  from any
taxing  authority with respect to any unpaid taxes,  assessments or deficiencies
have been received by any of the Acquired Companies with respect to any such tax
return which have not been paid,  discharged  or fully  reserved  against in the
Interim  Financial  Statements or described on Exhibit 3.6, and no amendments or
applications  for refund have been filed or are planned with respect to any such
return.  Except as described on Exhibit 3.6, there are no agreements between any
of  the  Acquired  Companies  and  any  taxing  authority,   including,  without
limitation,  the Internal Revenue  Service,  waiving or extending any statute of
limitations  with respect to any tax return or any consent or election under the
Code,  other than such  consents  and  elections,  if any,  reflected in the tax
returns of an Acquired Company for its                                          

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taxable  years ending on or before  October 31,  1998,  but after June 30, 1994.
True and complete copies of the state and federal income tax returns required to
be filed by the Acquired  Companies for the three (3) taxable years prior to the
Closing have been provided to Purchaser. Except as described on Exhibit 3.6, the
federal and state income tax returns of the Acquired  Companies  have never been
audited by the Internal Revenue Service.                                        

3.7 Ownership of Assets and Leases.                                             

3.7.1 Exhibit 3.7.1.1  attached hereto contains a list of all fixed asset groups
(by type and year acquired) owned by each of the Acquired Companies,  including,
but not limited to, all leasehold  improvements and all machinery and equipment,
office furniture and equipment, and all vehicles owned by the Acquired Companies
as of October 31, 1998. The Acquired Companies have good and marketable title to
all of the assets shown on Exhibit 3.7.1.1. Except as shown on Exhibit 3.8, such
assets  are not  subject  to any  mortgage,  pledge,  lien,  security  interest,
conditional  sale agreement,  encumbrance,  charge or adverse claim  whatsoever,
other  than  Permitted  Liens.  Except as shown on  Exhibit  3.7.1.2  or Exhibit
3.15.2,  none of the  properties  or assets  material to the  businesses  of the
Acquired  Companies are held under any lease, or as conditional vendee under any
conditional sale or other title retention agreement.  Exhibit 3.7.1.2 includes a
list of all leases of all land, buildings, machinery, and equipment on the books
of, or used in  connection  with the  operations  of, the Acquired  Companies of
which the Acquired Companies are tenants or lessees and involving obligations of
more than $25,000 per annum,  including respective  expiration dates and monthly
rentals.  None of the property,  real,  personal,  intangible,  or mixed, of the
Acquired  Companies  shown on  Exhibits  3.7.1.1  or  3.7.1.2  is  leased by the
Acquired  Companies to any other person or entity  except as set forth  thereon.
There  is no real  property  that is  employed  or used in  connection  with the
businesses  or operations  of the Acquired  Companies  which is not described in
Exhibits  3.7.1.1 or 3.7.1.2,  and there are no items of machinery and equipment
or vehicles  material to the businesses of the Acquired  Companies which are not
described in Exhibits 3.7.1.1 or 3.7.1.2.  Exhibit 3.7.1.1 includes depreciation
schedules of the assets shown thereon.  Except as set forth on Exhibit  3.7.1.1,
all buildings, machinery and equipment owned or leased by the Acquired Companies
are usable and operable in the businesses of the Acquired  Companies as they are
now being conducted and are in good operating  condition and reasonable state of
repair,  subject only to ordinary wear and tear.  The Acquired  Companies do not
have nor do they maintain in the ordinary course of their businesses inventories
of a nature which are readily salable.  The Acquired Companies have not received
any notice of violation of any applicable zoning regulation,  ordinance or other
law,  regulation  or  requirement  relating to its  operations  and  properties,
whether owned or leased,  and there is no such violation or, to the knowledge of
the  Acquired  Companies  and the  Shareholders,  grounds  therefor  which could
materially  adversely  affect the operation of the  businesses  conducted by the
Acquired Companies. Except pursuant to this Agreement and except as set forth in
Exhibits 3.15.2 and 3.1.7.2, neither the Acquired Companies nor the Shareholders
are a party to any  contract or  obligation  whereby  there has been  granted to
anyone an absolute or contingent right to purchase, obtain or acquire any rights
in any of the material  assets,  properties or operations which are owned by the
Acquired  Companies or which are used in connection  with the  businesses of the
Acquired  Companies.  The assets of the  Acquired  Companies  (owned,  leased or
licensed) are now, and at the Closing will be,  sufficient  for the operation of
the businesses of the Acquired  Companies  consistent with their  operations for
the most recent fiscal year.                                                    

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3.7.2 Except as disclosed in Exhibits  3.7.1 and 3.7.2,  the Acquired  Companies
will not own as of the Acquired  Companies  Effective  Date,  and have not owned
during the three (3) year period prior to the Closing Date, any real property.  

3.7.3 No water or sewer  charges or other  similar  assessments  relating to any
real property or the improvements thereon occupied by the Acquired Companies and
for which the Acquired  Companies  are  responsible  for paying are  delinquent,
including, to the knowledge of the Acquired Companies and the Shareholders,  any
special charges or assessments  pending or threatened against such real property
or the improvements thereon.                                                    

3.7.4 There are no pending,  or, to the knowledge of the Acquired  Companies and
the  Shareholders,   threatened  or  contemplated,  eminent  domain  proceedings
affecting  the  real  property  or any part  thereof  occupied  by the  Acquired
Companies.                                                                      

3.8 Indebtedness of the Acquired Companies.  Attached hereto as Exhibit 3.8 is a
list of all  instruments,  agreements  or  arrangements  pursuant  to which  the
Acquired  Companies  have  borrowed  any money,  incurred any  indebtedness,  or
established  any line of credit  which  represents  a liability  of the Acquired
Companies  on the date  hereof and which  involve  obligations  of greater  than
$25,000 per annum.  The Acquired  Companies have  performed all the  obligations
required  to be  performed  by them  through  the date  hereof  pursuant  to the
obligations  listed on Exhibit 3.8 and the Acquired Companies are not in default
under any mortgage,  indenture,  note or other  obligation  for, or relating to,
borrowed  money to which any of the Acquired  Companies is a party,  or to which
any property or assets  belonging to, or used by, any of the Acquired  Companies
is subject,  and there has not occurred any event which,  but for the passage of
time or giving of notice,  or both,  would  constitute a default  under any such
instrument,  document or obligation other than where such default would not have
an adverse affect on any of the Acquired Companies.                             

3.9 Accounts Receivable and Notes Receivable.  Attached hereto as Exhibit 3.9 is
a true and  complete  list of all of the  accounts  receivable  of the  Acquired
Companies  included as part of the Interim  Financial  Statements and all of the
notes  receivable  of the  Acquired  Companies.  All services  rendered  between
October 31, 1998 and the Closing have been, or will have been,  (as  applicable)
properly  recorded  consistent  with past  practice on the books of the Acquired
Companies in the ordinary course of business.                                   

3.10 Agreement Does Not Violate Other  Instruments.  Except as listed in Exhibit
3.10, the execution and delivery of this Agreement by the Acquired  Companies or
the Shareholders does not, and the consummation of the transactions contemplated
hereby will not,  violate any  provision  of the Articles of  Incorporation,  as
amended,  or  Bylaws,  as  amended,  of the  Acquired  Companies  or  violate or
constitute an occurrence of default under any provision of, or conflict with, or
result in acceleration  of any obligation  under, or give rise to a right by any
party  to  terminate  its  obligations  under,  any  mortgage,  deed  of  trust,
conveyance  to  secure  debt,  note,  loan,  lien,  lease,  license,  agreement,
instrument,  or any order, judgment, decree or other arrangement to which any of
the Acquired Companies or a Shareholder are a party or are bound or by which the
assets of any of the Acquired  Companies are bound,  except for such violations,
defaults,  conflicts,  acceleration  and  rights to  terminate  which  would not
prevent the  consummation of the  transactions  contemplated  hereby.  Except as
listed on Exhibit  3.10 and except for the filing of the  Articles of Merger for
each of the  Acquired  Companies  Mergers as required  by the  Arizona  Business
Corporation  Act,  no  consent,   approval,   order  or  authorization   of,  or
registration, declaration or filing with, any governmental entity is required to
be obtained or made by or with respect to the Acquired Companies, or any assets,
properties  or  operations  of  the  Acquired  Companies  or a  Shareholder,  in
connection  with the  execution  and delivery by the  Acquired  Companies or the
Shareholders  of  this  Agreement  or  the   consummation  of  the  transactions

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contemplated   hereby   except   for   such   consents,   approvals,   order  or
authorizations,  or registrations,  declarations or filings the failure of which
to obtain  or make  would  not  prevent  the  consummation  of the  transactions
contemplated hereby.                                                            

3.11 Absence of Changes.  Except as disclosed on Exhibit 3.11, since October 31,
1998, the Acquired Companies have not:                                          

3.11.1 Transferred,  assigned, conveyed or liquidated into current assets any of
their  assets or  businesses  or entered  into any  transaction  or incurred any
liability or obligation, other than in the ordinary course of their businesses; 

3.11.2 Suffered any adverse change in their businesses, operations, or financial
condition or become aware of any event or state of facts which would  reasonably
likely result in any such adverse change;                                       

3.11.3  Suffered any  destruction,  damage or loss,  whether or not covered,  by
insurance;                                                                      

3.11.4  Suffered,  permitted or incurred  the  imposition  of any lien,  charge,
encumbrance (which as used herein includes,  without  limitation,  any mortgage,
deed of trust, conveyance to secure debt or security interest) or claim upon any
of their assets,  other than in the ordinary course of business or any Permitted
Liens;                                                                          

3.11.5 Committed,  suffered, permitted or incurred any default in any agreement,
liability or obligation binding on any Acquired Company;                        

3.11.6  Made or  agreed  to any  material  adverse  change  in the  terms of any
contract or instrument to which any of them is a party;                         

3.11.7 Waived,  canceled, sold or otherwise disposed of any claim or right which
any of them have against others and which had a value reasonably estimated to be
greater than $25,000;                                                           

3.11.8  Declared,  promised  or made any  distribution  or other  payment to the
Acquired Companies  Shareholders  (other than compensation for services actually
rendered paid in the ordinary  course  consistent with past practices) or issued
any  shares or rights,  options  or calls with  respect to the shares of capital
stock of the Acquired  Companies,  or redeemed,  purchased or otherwise acquired
any of the shares of capital stock of the Acquired Companies, or made any change
whatsoever in the capital  structure of the Acquired  Companies,  except for any
such                                                                            

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distributions  or payments  made to the ESOP in the ordinary  course of business
consistent with past practice;                                                  

3.11.9 Paid,  agreed to pay or incurred any  obligation for any payment for, any
contribution  or other  amount to, or with  respect to, any Benefit Plan (except
pursuant to the  existing  terms of such plans and pursuant to any change in any
applicable  law),  or  paid  any  bonus  to,  or  granted  any  increase  in the
compensation of, the directors,  officers,  consultants,  agents or employees of
the Acquired Companies, or made any increase in the pension, retirement or other
benefits   of   their   directors,   officers,   consultants,    agents,   field
representatives  or other  employees  except in the ordinary  course of business
consistent with past practice;                                                  

3.11.10  Incurred  any  other  liability  or  obligation  or  entered  into  any
transaction  other  than in the  ordinary  course of  business  or other than in
connection with the transactions contemplated hereby and disclosed herein;      

3.11.11  Received  any  notices,  and neither  the  Acquired  Companies  nor the
Shareholders  have  reason  to  believe,  that  any  supplier  has  taken  or is
contemplating  taking any steps which  could  materially  disrupt  the  business
relationship of any of the Acquired Companies with said supplier or could result
in the material  diminution  in the value of the  Acquired  Companies as a going
concern;                                                                        

3.11.12 Paid,  agreed to pay, or incurred any obligation for any payment of, any
indebtedness (other than in connection with the transactions contemplated hereby
and as disclosed herein) except (i) current liabilities incurred in the ordinary
course of business,  and (ii)  payments as they become due pursuant to governing
agreements  disclosed hereunder as such agreements existed on the Execution Date
(or as amended thereafter as not otherwise prohibited by this Agreement);       

3.11.13 Delayed or postponed the payment of any liabilities,  whether current or
long term, or failed to pay in the ordinary  course of business any liability on
a timely basis  consistent with prior  practice,  except for any liability being
challenged in good faith by the Acquired Companies; or,                         

3.11.14 Except as set forth in Exhibit  2.11.4,  amended or modified any Benefit
Plan to increase  benefits or accelerate  eligibility  or vesting  thereunder or
added any Benefit Plan.                                                         

3.12 Litigation.  There is no suit, action,  proceeding,  claim or investigation
pending or, to the  knowledge  of the Acquired  Companies  or the  Shareholders,
threatened  against any of the Acquired  Companies  and, to the knowledge of the
Acquired  Companies and the  Shareholders,  there exists no substantial basis or
grounds for any such suit, action, proceeding, claim or investigation that would
be reasonably likely to result in an outcome adverse to the Acquired Companies. 

3.13 Licenses and Permits;  Compliance With Law. The Acquired Companies hold all
licenses,  certificates,  permits,  franchises  and rights from all  appropriate
federal,  state or                                                              

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other  governmental  or  regulatory  authorities  reasonably  necessary  for the
conduct of their  businesses  and the use of their  assets  other than where the
failure to hold such  licenses,  certificates,  permits,  franchises  and rights
would not have an  adverse  effect on any of the  Acquired  Companies.  All such
licenses,  certificates,  permits,  franchises  and rights which are  reasonably
necessary  to the  businesses  are  listed in Exhibit  3.13.  Except as noted in
Exhibit 3.13, the Acquired  Companies are presently  conducting their businesses
so as  to  comply  in  all  material  respects  with  all  applicable  statutes,
ordinances,  rules,  regulations  and orders of any  governmental  or regulatory
authority  applicable  thereto.  Further,  the  Acquired  Companies  are neither
presently  charged  with nor, to the  knowledge of the  Acquired  Companies  and
Shareholders,  under  governmental  investigation with respect to, any actual or
alleged  violation  of any  statute,  ordinance,  rule  or  regulation,  nor are
presently  the  subject of any  pending  or, to the  knowledge  of the  Acquired
Companies and  Shareholders,  threatened  adverse  proceeding by any  regulatory
authority having  jurisdiction over their businesses,  properties or operations.
Neither the execution and delivery of this Agreement nor the consummation of the
transactions  contemplated hereby will result in the termination of any license,
certificate,  permit,  franchise or right held by any of the Acquired  Companies
reasonably necessary to conduct their businesses.                               

3.14 Contracts, Etc. Exhibit 3.14 hereto consists of a true and complete list of
all contracts,  agreements and other instruments to which the Acquired Companies
are a party which  requires or is likely to require the payment by the  Acquired
Companies of an amount,  or requires the Acquired  Companies to provide goods or
services having a sales price or fair market value, equal to $25,000 or more per
annum,  except for those contracts,  insurance policies and Benefit Plans listed
in  Exhibits  3.7.1.2,   3.8,  3.9,  3.13,  3.14,   3.15.1,   3.15.2  and  3.17,
respectively.  On or prior to the  delivery to Purchaser of the Exhibits to this
Agreement,  the Acquired  Companies  have  delivered a true and complete copy of
each such contract, agreement or instrument,  including those listed in Exhibits
3.7.1.2,  3.8, 3.9, 3.13, 3.14, 3.15.1,  3.15.2 and 3.17. Except as set forth in
Exhibits  3.7.1.2,  3.8, 3.9, 3.13,  3.14,  3.15.1,  3.15.2 or 3.17, none of the
Acquired Companies is a party or subject to, whether oral or written, any of the
following:                                                                      

3.14.1 Any contracts, commitments or agreements, the consummation or performance
of which  would,  either  singly or in the  aggregate,  have a material  adverse
impact upon their businesses, operations or financial condition;                

3.14.2 Any  contract or  agreement  which is outside of the  ordinary  course of
their businesses or at a price or prices materially in excess of those otherwise
available at the time such contract or commitment was entered into;             

3.14.3 Any  contract  or  agreement  which  requires  services to be provided or
performed  by the  Acquired  Companies  or which  authorizes  others to  perform
services  for,  through or on behalf of the  Acquired  Companies  (except in the
ordinary course of business) having a sales price or fair market value, equal to
$25,000 or more per annum;                                                      

3.14.4 Any lease,  rental  agreement or other contract for the lease of any real
or personal  property and any  maintenance or service  agreements,  in each case
requiring aggregate annual payments in excess of $25,000 relating to any real or
personal property;                                                              

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3.14.5 Any note receivable;                                                     

3.14.6 Any contract or agreement providing for payments based in any manner upon
the sales, purchases, receipts, income or profits of the Acquired Companies;    

3.14.7 Any contract or agreement,  or sales or purchase  order,  which  involves
future payments,  performance of services or delivery of goods and/or materials,
to or by the Acquired  Companies with an annual amount or value in the aggregate
in excess of $25,000 (other than trade accounts payable incurred in the ordinary
course of business with an amount or value of less than $25,000);               

3.14.8 Any franchise agreement, marketing agreement or royalty agreement;       

3.14.9 Any contract or agreement with a creditor not made in the ordinary course
of business;                                                                    

3.14.10 Any employment contract or arrangement regarding employees,  independent
contractors, consultants or field representatives which is not terminable by any
Acquired  Company within thirty (30) days without  payment of any amount for any
reason  whatsoever,  or without any required  continuing  payment of any type or
nature, including, without limitation, any bonuses and vested commissions;      

3.14.11 Any plan or other  arrangement  providing for life insurance,  pensions,
stock  rights,   distributions,   options,  deferred  compensation,   retirement
payments,  profit sharing, medical reimbursements or other benefits for officers
or other employees or independent contractors or field representatives;         

3.14.12 Any  contract or  agreement  restricting  the  Acquired  Companies  from
carrying on their businesses;                                                   

3.14.13 Any instrument or agreement  evidencing or related to  indebtedness  for
money  borrowed or to be borrowed,  whether  directly or  indirectly,  by way of
purchase  money   obligation,   guaranty,   subordination,   conditional   sale,
lease-purchase or otherwise;                                                    

3.14.14 Any contract with any labor organization;                               

3.14.15 Any policy of life, fire, liability, medical or other form of insurance;

3.14.16  Any  order  or  written  approval  of  any  federal,   state  or  local
governmental or regulatory authority required to conduct their businesses; or,  

3.14.17 Any contract or  agreement  with any  contract  programmer,  independent
contractor,  consultant,  nonemployee  agent or other  entities  (other  than an
employee) to perform computer programming services for the Acquired Companies.  

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All of the contracts, agreements, policies of insurance or instruments described
in Exhibits 3.7.1.2,  3.8, 3.9, 3.13, 3.14,  3.15.1,  3.15.2 and 3.17 hereto are
valid and binding  upon the  Acquired  Companies  and, to the  knowledge  of the
Acquired  Companies and the  Shareholders,  the other parties thereto and are in
full force and effect and enforceable in accordance with their terms,  except as
enforceability  may  be  limited  by  applicable   equitable  principles  or  by
bankruptcy, insolvency, reorganization, moratorium, or similar laws from time to
time in effect  affecting the  enforcement  of creditors'  rights  generally and
neither the Acquired  Companies nor, to the knowledge of the Acquired  Companies
and the  Shareholders,  any  other  party to any such  contract,  commitment  or
arrangement  has breached any  provision of, or is in default  under,  the terms
thereof.  Except for items  specifically  described in Exhibit 3.14, neither the
Acquired  Companies  nor the  Shareholders  have  received  any payment from any
contracting  party in connection  with or as an inducement for entering into any
contract, agreement, policy or instrument except for payment for actual services
rendered or to be rendered by the Acquired Companies.                           

3.15 Intellectual Property; Computer Software.                                  

3.15.1  Intellectual  Property.                                                 

3.15.1.1  Exhibit  3.15.1  hereto  sets forth a complete  and  correct  list and
summary  description of all  trademarks,  trade names,  service  marks,  service
names,  brand  names,   copyrights  and  patents,   registrations   thereof  and
applications  therefor,  owned  by or  used  in the  businesses  of  each of the
Acquired  Companies  together with a complete list of all licenses granted by or
to the Acquired Companies with respect to any of the above.  Except as set forth
on Exhibit 3.15.1,  all such  trademarks,  trade names,  service marks,  service
names,  brand names,  copyrights and patents are either (i) owned by an Acquired
Company, free and clear of all liens, and encumbrances of any nature whatsoever,
other than Permitted Liens or (ii) licensed by an Acquired  Company  pursuant to
valid,  binding license  agreements  which are set forth on Exhibit 3.15.1.  The
Acquired  Companies  are not  currently  in receipt of any notice of any alleged
violation  of,  and,  to  the  knowledge  of  the  Acquired  Companies  and  the
Shareholders,  the Acquired Companies are not violating, the rights of others in
any  trademark,  trade name,  service  mark,  copyright,  patent,  trade secret,
know-how or other intangible asset.                                             

3.15.1.2 Also,  attached hereto as Exhibit 3.15.1 sets forth the Certificates of
Registration  issued by the U.S. Patent and Trademark  Office for the trademarks
listed  thereon for which  registrations  have been issued  (the  "Marks").  The
trademark registrations set forth on Exhibit 3.15.1 are owned exclusively by the
Acquired  Companies  designated in Exhibit 3.15.1,  free and clear of all liens,
security  interests  and  encumbrances  of any  nature  whatsoever,  other  than
Permitted Liens.                                                                

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3.15.1.3  The  designated   Acquired   Company  is  the  owner  of  the  federal
Registration  Nos.  listed in Exhibit  3.15.1 in the U.S.  Patent and  Trademark
Office for the Marks noted thereon for use in connection with its business,  and
such registrations are in full force and effect.                                

3.15.1.4 Except as described in Exhibit 3.15.1,  the Acquired Companies have not
granted  any  license,  permits or other  authorization  to any other  person or
entity to use said Marks and have made no conveyance of any such rights;        

3.15.1.5 There have been, and are, no past or present disputes or litigation or,
to the  knowledge  of the  Acquired  Companies  and  the  Shareholders  demands,
challenging on the ownership by the Acquired  Companies or any  predecessor,  of
any of the said Marks or  challenging  the  validity  of any of the Marks or the
registration thereof;                                                           

3.15.1.6  There  are no prior  settlements,  agreements,  or  administrative  or
judicial decisions  affecting ownership or validity of the Marks or limiting the
right of the Acquired  Companies,  or to the knowledge of the Acquired Companies
and the Shareholders,  any predecessor owner, to use or register the Marks or to
grant this assignment; and,                                                     

3.15.1.7  There are no other  agreements,  contracts or licenses to which any of
the Acquired Companies is a party granting,  limiting,  encumbering or otherwise
directly or indirectly affecting the ownership or use of, or the right to use or
assign, the Marks by the Acquired Companies.                                    

3.15.2  Computer  Software.   The  designated  Acquired  Company  has  good  and
marketable  title to that  computer  software (and any code (object and source),
design   documentation,   user,   system,   installation  or  similar   manuals,
specifications,  diagrams,  documentation, flow charts, functional descriptions,
ideas, know-how, trade secrets, methods, processes, training materials and other
related  materials,  regardless  of the media on which  such  materials  reside)
reasonably necessary to the conduct of the business of the Acquired Companies as
presently  conducted and which is not Licensed Software (the "Owned  Software"),
free of all claims, including claims or rights of employees, agents, consultants
or other  parties  involved in the  development  or  creation  of such  computer
software. Except as set forth on Exhibit 3.15.2, the designated Acquired Company
has the right and  license to use,  sublicense,  modify  and copy that  software
described as "Licensed  Software" on Exhibit  3.15.2 (the  "Licensed  Software")
free and clear of any limitations or encumbrances  except as may be set forth in
any agreements listed in Exhibit 3.15.2. Exhibit 3.15.2 sets forth a list of all
license fees, rents,  royalties or other charges that each such Acquired Company
is  expressly  obligated  to pay after the  Closing  with  respect  to  Licensed
Software that is substantially  in excess of the amounts the Acquired  Companies
are paying as of  Execution  Date with  respect to the  Licensed  Software.  The
Acquired  Companies  are in  compliance,  in all  material  respects,  with  all
provisions of any license,  lease or other similar  agreement  pursuant to which
they have rights to use the  Licensed  Software.  Except as disclosed on Exhibit
3.15.2,  none of the Licensed Software has been incorporated into or made a part
of any Owned Software or any other Licensed Software by any Acquired Company and
none of the Owned Software is dependent on any Licensed Software in violation of
any rights of third parties. The Owned Software and Licensed Software constitute
all software used in the businesses of such Acquired Companies, excluding object
code,  end-user,  non-exclusive  licenses  granted to any Acquired Company as an
end-user in the ordinary course of business that permit the use of such software
products without a right to modify,  distribute or sublicense such products (the
"Acquired Companies  Software").  To the knowledge of the Acquired Companies and
the  Shareholders,  the Acquired  Companies are not infringing any  intellectual
property  rights of any other  person or entity                                 

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with respect to the Acquired  Companies  Software,  and, to the knowledge of the
Acquired Companies and the Shareholders, no other person or entity is infringing
any intellectual  property rights in the Acquired  Companies  Software which the
Acquired Companies leases or licenses to it.                                    

3.16 Labor  Matters.  The Acquired  Companies  have  provided  Purchaser  with a
complete and accurate list of all employees and  independent  contractors of the
Acquired  Companies and their current  salaries or rates and the salary increase
guidelines of the Acquired  Companies as of October 31, 1998.  In addition,  the
Acquired  Companies have provided Purchaser with a complete and accurate copy of
the commission formula used, as of the Execution Date, to determine compensation
for  those  employees  who are  compensated  based,  in whole  or in part,  upon
commissions  from the sales of products or services of the  Acquired  Companies.
Except as set forth on Exhibit 3.16, within the last three (3) years none of the
Acquired Companies have been the subject of any union activity or labor dispute,
nor has there been any strike of any kind  called,  or, to the  knowledge of the
Acquired Companies and the Shareholders,  threatened to be called against any of
them.  Except as set forth on Exhibit 3.16 and to the  knowledge of the Acquired
Companies and the Shareholders, the Acquired Companies have not violated, in any
material respect,  any applicable federal or state law or regulation relating to
labor,  labor practices,  or employment  practices.  The staffing and employment
levels of the Acquired Companies are now, and will be at the Closing, sufficient
to run the businesses of the Acquired Companies at levels of production,  sales,
marketing and  administration  consistent with the levels of production,  sales,
marketing and administration for the prior fiscal year.                         

3.17 Benefit Plans.                                                             

3.17.1 Exhibit 3.17 lists every pension,  retirement,  profit-sharing,  deferred
compensation,  stock option, employee stock ownership,  severance pay, vacation,
bonus or other incentive plan, any other written or unwritten  employee program,
arrangement, agreement or understanding,  (whether arrived at through collective
bargaining or otherwise),  any medical, vision, dental or other health plan, any
life insurance  plan or any other employee  benefit plan or fringe benefit plan,
including,  without  limitation,  any "employee  benefit  plan," as that term is
defined in Section 3(3) of the Employee  Retirement  Income Security Act of 1974
as amended  ("ERISA") and any  multiemployer  plan within the meaning of Section
3(37) of ERISA, currently or previously adopted, maintained,  sponsored in whole
or in part or contributed to by the Acquired Companies for any current or former
member of a commonly  controlled  group of trades or  businesses  (as defined in
Section 4001(b)(1) of ERISA) including the Acquired Companies for the benefit of
employees, retirees, dependents, spouses, directors,  independent contractors or
other  beneficiaries of the Acquired Companies under which employees,  retirees,
dependents,  spouses, directors,  independent contractors or other beneficiaries
of the Acquired  Companies are eligible to participate or under or in connection
with which the Acquired Companies have any contingent or noncontingent liability
of any kind  whether or not probable of  assertion  (collectively,  the "Benefit
Plans").  Any of the Benefit Plans which is an "employee  pension benefit plan,"
as that term is  defined  in  Section  3(2) of ERISA,  or an  "employee  welfare
benefit  plan" as that term is defined in Section 3(1) of ERISA,  is referred to
herein as an "ERISA Plan." No Benefit Plan is or has been a  multiemployer  plan
within the meaning of Section  3(37) of ERISA or a defined  benefit  plan within
the meaning of Section 4001(a)(15) of ERISA.                                    

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3.17.2  Exhibit  3.17 also  lists:  (a) all trust  agreements  or other  funding
arrangements,   including  insurance  contracts,   and  all  amendments  thereto
applicable to the Benefit Plans; (b) where applicable,  with respect to any such
plan or plan  amendments,  the most recent  determination  letters issued by the
United  States  Internal  Revenue  Service;  (c) all rulings,  opinion  letters,
information  letters or advisory opinions issued by the United States Department
of Labor after December 31, 1994,  with respect to such Benefit Plan; (d) annual
reports or returns and audited or unaudited  financial  statements  for the most
recent  three plan years and any  amendments  thereto;  and (e) the most  recent
summary plan descriptions and any material modifications thereto with respect to
such Benefit  Plans.  Contemporaneous  with the delivery of the Exhibits to this
Agreement, the Acquired Companies and the Shareholders have delivered a true and
complete copy of each such Benefit Plan, agreements, letters, rulings, opinions,
reports, returns,  financial statements and/or summary descriptions described in
Section 3.17.1 or 3.17.2.                                                       

3.17.3 All the Benefit Plans and the related trusts subject to ERISA comply with
and have been  administered in compliance,  in all material  respects,  with all
applicable provisions of ERISA and the Code and all other applicable laws, rules
and regulations and collective bargaining  agreements,  and neither the Acquired
Companies nor the Shareholders have received any notice from any governmental or
regulatory  authority  questioning  or  challenging  such  compliance.   To  the
knowledge of the Acquired Companies and the Shareholders,  no event has occurred
which  will or  could  give  rise to  disqualification  of any such  plan  under
Sections 401(a) or 501(a) of the Code or to a tax under Section 511 of the Code.

3.17.4  Neither the  Acquired  Companies  nor, to the  knowledge of the Acquired
Companies  and the  Shareholders,  any  administrator  or  fiduciary of any such
Benefit Plan (or agent or delegate of any of the  foregoing)  has engaged in any
transaction  or acted or failed to act in any manner  which  could  subject  the
Acquired Companies to any direct or indirect material liability (by indemnity or
otherwise)  for a breach of any  fiduciary,  co-fiduciary  or other  duty  under
ERISA. Except as disclosed in Exhibit 3.17 and other than routine, non-contested
claims for benefits,  there are no unresolved claims or disputes under the terms
of, or in connection with, the Benefit Plans, and no action, legal or otherwise,
has been commenced with respect to any claim.                                   

3.17.5 To the knowledge of the Acquired Companies or the Shareholders, no "party
in interest" (as defined in Section 3(14) of ERISA) or "disqualified person" (as
defined in Section  4975(e)(2)  of the Code) of any Benefit  Plan has engaged in
any non-exempt  "prohibited  transaction" (within the meaning of Section 4975(c)
of the Code or Section 406 of ERISA) that would  subject the Acquired  Companies
to any material liability.  There has been no (a) "reportable event" (as defined
in Section  4043 of ERISA),  or event  described  in Section  4062(f) or Section
4063(a)  of ERISA or (b)  termination  or  partial  termination,  withdrawal  or
partial  withdrawal  with  respect to any of the ERISA Plans which the  Acquired
Companies  (or any  member of a  controlled  group of trades  or  businesses  as
defined in  Section  4001(b)  which has,  since  January 1, 1992,  included  the
Acquired  Companies) maintain or contribute to or have maintained or contributed
to or were required to maintain or contribute to for the benefit of employees of
the Acquired Companies or any subsidiaries  thereof now or formerly in existence
which could  result in a material  liability  to the  Acquired  Companies or any
beneficiary thereof.                                                            

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3.17.6  Except as  disclosed in Exhibit  3.17,  the  Acquired  Companies  had no
liability as of October 31, 1998,  under any Benefit Plan that was not reflected
in the Interim  Financial  Statements  that was  required to be so  reflected in
accordance  with the  historical  accounting  practices  and  procedures  of the
Acquired Companies.                                                             

3.17.7 The  Acquired  Companies  do not  maintain  any  Benefit  Plan  providing
deferred  or stock  based  compensation  which is not  reflected  in the Interim
Financial Statements.                                                           

3.17.8 The Acquired  Companies have not maintained,  and do not now maintain,  a
Benefit Plan  providing  post-retirement  medical or life  benefits to employees
after  retirement or other  separation of service except to the extent  required
under Part 6 of Title I of ERISA and Code Section 4980B.                        

3.17.9 Except as disclosed in Exhibit 3.17, the consummation of the transactions
contemplated  by this  Agreement  will not (i)  entitle  any  current  or former
employee of the Acquired  Companies to severance  pay or any payment  contingent
upon a change in control or ownership of any of the Acquired Companies,  or (ii)
accelerate  the time of payment or  vesting,  or  increase  the  amount,  of any
compensation due to any such employee or former employee.                       

3.17.10 All Benefit  Plans  subject to section 4980B of the Code as amended from
time to time or Part 6 of Title I of  ERISA  or both  have  been  maintained  in
compliance, in all material respects, with the requirements of such laws and any
regulations issued thereunder.                                                  

3.18 Acquired Companies Customers.  As of the Acquired Companies Effective Date,
the Acquired Companies will have provided Purchaser with a true and correct list
of all customers of each of the Acquired  Companies as of the Acquired Companies
Effective  Date setting forth as to each customer its name,  address,  telephone
number and principal person of contact. Except as disclosed in Exhibit 3.18, the
Acquired  Companies  have not received any notice and have no knowledge that any
such customer of the Acquired Companies has taken or is contemplating taking any
steps which could result in the material diminution in the value of the business
of the  Acquired  Companies  with such  customer  or which  could  result in the
material  diminution in the value of the businesses of the Acquired Companies as
a going concern.                                                                

3.19  Environmental  Matters.  Except  as set  forth  in  Exhibit  3.19,  to the
knowledge of the  Acquired  Companies  and the  Shareholders,  no real  property
owned,  used or leased by the Acquired  Companies (the "Property") has been used
by the  Acquired  Companies  or any  other  party for the  handling,  treatment,
storage  or  disposal  into  the  environment  of any  Hazardous  Substance  (as
hereinafter  defined)  during the period of the  ownership,  use or lease by the
Acquired Companies.  Except as set forth in Exhibit 3.19, no release, discharge,
spillage  or  disposal  of any  Hazardous  Substance  and no soil,  water or air
contamination  by any Hazardous  Substance has occurred or is occurring in, from
or on the Property the result of which would have a material  adverse  effect on
the  Acquired  Companies.  Except as set forth in  Exhibit  3.19,  the  Acquired
Companies  have  complied,   in  all  material  respects,   with  all  reporting
requirements under any applicable federal, state or local environmental laws and
permits,  and there are no existing  violations by the Acquired Companies of any
such environmental  laws or permits.  Except as set                             

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forth  in  Exhibit  3.19,   there  are  no  actions,   suits,   proceedings   or
investigations  against any of the Acquired  Companies  related to the presence,
release, production,  handling, discharge, spillage,  transportation or disposal
of any Hazardous  Substance or ambient air conditions or  contamination of soil,
water or air by any  Hazardous  Substance  pending or, to the  knowledge  of the
Acquired Companies and the Shareholders, threatened with respect to the Property
or otherwise  against any of the  Acquired  Companies in any court or before any
state,  federal  or  other  governmental  or  regulatory  authority  or  private
arbitration  tribunal  and, to the  knowledge of the Acquired  Companies and the
Shareholders,  there is no basis for any such claim, action, suit, proceeding or
investigation.  To  the  knowledge  of  the  Acquired  Companies,  there  are no
underground storage tanks on the Property,  and no building or other improvement
included  in the  Property  contains  any  asbestos  or any  asbestos-containing
materials,   and  such   buildings   and   improvements   are  free  from  radon
contamination.  For the purposes of this Agreement,  "Hazardous Substance" shall
mean any hazardous or toxic substance or waste as those terms are defined by any
applicable federal, state or local law, ordinance, regulation, policy, judgment,
decision,  order or decree  including,  without  limitation,  the  Comprehensive
Environmental  Recovery  Compensation and Liability Act, 42 U.S.C.  9601 et seq.
("CERCLA"),  the Hazardous Materials  Transportation Act, 49 U.S.C. 1801 et seq.
and the Resource Conservation and Recovery Act, 42 U.S.C. 6901 et seq., ("RCRA")
and petroleum, petroleum products and oil.                                      

3.20  Insurance.  The Acquired  Companies have provided  Purchaser with true and
complete  copies  of  all  insurance   policies  which  the  Acquired  Companies
maintained with respect to their businesses,  properties or employees within the
preceding two years and which are currently  still in full force and effect.  No
event has occurred  which would give any insurance  carrier a right to terminate
any such  policy.  Such  policies,  with  respect to their  amounts and types of
coverage,  are  reasonable  in the context of industry  practice.  Except as set
forth in Exhibit 3.20,  since October 31, 1998, there has not been any change in
the premiums payable pursuant to such policies other than in accordance with the
terms of such policies.                                                         

3.21 Related Party Relationships. To the knowledge of the Acquired Companies and
the  Shareholders,  and except as set forth in Exhibit 3.21, no Shareholder  nor
any  officer or  director  of the  Acquired  Companies  possesses,  directly  or
indirectly,  any beneficial  interest in, or is a director,  officer or employee
of, any corporation,  partnership,  firm,  association or business  organization
which  is a  client,  supplier,  customer,  lessor,  lessee,  lender,  creditor,
borrower,  debtor or contracting party with or of the Acquired Companies (except
as a holder of less than a one percent  (1%) equity  interest in an entity whose
shares  are  traded  on  national  or  regional  securities  exchange  or in the
over-the-counter market).                                                       

3.22 Brokers. No investment banker,  broker or finder has acted for the Acquired
Companies or the  Shareholders  in connection  with this Agreement or any of the
transactions contemplated hereby.                                               

3.23 Loans and Advances. Except as set forth in Exhibit 3.23, there are no loans
and  advances  made  by  the  Acquired   Companies  to  any  Acquired  Companies
Shareholders  or any other  employee or contractor  of such Acquired  Companies.
Prior to or at the Closing  and except for the loans set forth in Exhibit  3.23,
all loans and advances made by the Acquired  Companies to any Acquired Companies
Shareholder or any other employee or contractor of the Acquired                 

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Companies shall be repaid along with all accrued interest and as of the Closing,
and except for the loans set forth on Exhibit 3.23, no outstanding amounts shall
be due to the  Acquired  Companies  from any such  Shareholder  or  employee  or
contractor.  The Acquired  Companies have not forgiven any such indebtedness nor
have they dispersed funds by way of bonus or otherwise to any Shareholder or any
employee or contractor for the direct or indirect  purpose of providing funds to
repay such loans or advances.  In no event will the aggregate  outstanding loans
to the Shareholders  exceed  $1,500,000 on the Closing Date;  provided that such
amount will not apply to costs of the Shareholders or the Acquired  Companies to
enter into the transactions contemplated by this Agreement.  Except for payments
by the  Acquired  Companies  of the costs of the  Shareholders  and the Acquired
Companies to enter into the transactions contemplated by this Agreement, whether
paid before,  on or after the Execution Date (which payments shall be treated as
loans to the  Shareholders),  no loans or advances  will be made by the Acquired
Companies to its other  employees or contractors  after the Execution  Date. Any
such costs incurred by the Surviving  Corporations  for services  rendered after
the  Closing  Date shall not be the  responsibility  of the  Shareholders.  With
respect to those  loans or  advances to the  Shareholders  described  in Exhibit
3.23,  such  amounts  shall be repaid in full,  with  interest  thereon from the
Closing Date at the  Applicable  Federal Rate,  more than one year (but not more
than  fourteen  months)  following  the Closing  which  amounts may be repaid in
Shares based upon the then  current  fair market value on the last  business day
preceding  such  repayment.  At the request of the  Purchaser  after the Closing
Date,  Shareholders  agree to execute and deliver to Purchaser  promissory notes
(which  notes shall  include the interest  and payment  terms  described in this
Section  3.23)  reasonable  acceptably  to Purchaser  to evidence the  repayment
obligation of the Shareholders hereunder.                                       

3.24 Year 2000.  The Acquired  Companies  have formed a Year 2000 task force and
developed  and  implemented  a  Year  2000  project  plan  for  its  information
technology,  in order to assure that its  information  technology  is "Year 2000
Compliant" by June 30, 1999. The Acquired  Companies have diligently pursued the
tasks and  deadlines  set forth in the project  plan,  and with respect to those
tasks which have not been  completed as of the Closing Date in  accordance  with
the deadlines  occurring prior to such date as set forth in the plan, such tasks
have been  rescheduled in a manner which will meet the June 30, 1999  compliance
date. To the knowledge of the Acquired Companies and the Shareholders, there are
no  existing  facts,  events or  circumstances  which are  reasonably  likely to
prevent the information  technology of the Acquired Companies from becoming Year
2000 Compliant on or before June 30, 1999. For purposes of this provision, "Year
2000 Compliant" means the information  technology of the Acquired Companies will
accurately  receive,  provide and process  date/time  data  (including,  but not
limited to, calculating,  comparing, sequencing, displaying and reporting) from,
into and between the 20th and 21st centuries, including the years 1999 and 2000,
and leap  year  calculations  and will not  malfunction,  cease to  function  or
provide  invalid or  incorrect  results as a result of  date/time  data,  to the
extent  that  other   information   technology  used  in  combination  with  the
information  technology  of  the  Acquired  Companies,   properly  provides  and
exchanges  valid and  correct  date/time  data  with it.  For  purposes  of this
provision,  "information  technology"  means  any  material  computer  hardware,
computer  software,  computer  firmware or databases  (whether for a specific or
general  purpose),  that are used by the  Acquired  Companies  in the conduct of
their businesses.  For purposes of this Section 3.24,  information technology of
the Acquired Companies does not include software or databases which are licensed
by the  Acquired  Companies  for which any Acquired  Company is a  non-exclusive
end-user in the ordinary course of business and for                             

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which such Acquired Company is permitted to use such software products without a
right to  modify,  distribute  or  sublicense  such  products.  With  respect to
Licensed  Software  that the Acquired  Companies  have  installed all updates or
similar  releases made  available to the Acquired  Companies by the providers of
such software and databases for the purpose of making such software or databases
Year 2000  Compliant,  and for that software or databases for which no update or
similar Year 2000 release has been made available to the Acquired Companies, the
Acquired  Companies have sought assurances from the providers that such software
or  databases  will be Year  2000  Compliant  in  accordance  with the  Acquired
Companies' Year 2000 project plan.                                              

3.25  Information  in  Registration  Statement.  None of the  information  to be
supplied by the Acquired  Companies for inclusion in the Registration  Statement
will,  at the time  the  Registration  Statement  becomes  effective  and at the
Acquired Companies Effective Date and at the time the Registration  Statement is
first delivered to the Acquired  Companies  Shareholders  and at the time of the
meetings of the shareholders of the Acquired  Companies to be held in connection
with  the  transactions  contemplated  by this  Agreement,  contain  any  untrue
statement of a material  fact or omit to state any material  fact required to be
stated therein or necessary in order to make the statements therein, in light of
the circumstances under which they are made, not misleading.                    

3.26 Exhibits. All Exhibits attached hereto are true, correct and complete as of
the date of this  Agreement  and will be true,  correct  and  complete as of the
Closing,  except to the extent that such  Exhibits  may be untrue,  incorrect or
incomplete  due  to  changes  occurring  due to the  operation  of the  Acquired
Companies in the ordinary course or as permitted by this Agreement.             

3.27 WARRANTY DISCLAIMER.  THE PARTIES HERETO AGREE THAT EXCEPT AS EXPRESSLY SET
FORTH IN THIS AGREEMENT,  INCLUDING THE EXHIBITS HERETO,  THE ACQUIRED COMPANIES
AND THE  SHAREHOLDERS  MAKE NO  REPRESENTATIONS  OR  WARRANTIES  OF ANY  KIND OR
CHARACTER, EXPRESS OR IMPLIED.                                                  

4. REGISTRATION STATEMENT/ADDITIONAL AGREEMENTS.                                

4.1 Registration Statement. As promptly as practicable after the Execution Date,
the parties shall prepare and file with the SEC a Registration Statement on Form
S-4 under the  Securities  Act for the  purposes  of  registering  the  Exchange
Shares. Each of the Purchaser, the Acquired Companies and the Shareholders shall
use their respective  commercially  reasonable  efforts to have the Registration
Statement  declared  effective as promptly as possible.  Purchaser shall also as
promptly as possible use its commercially  reasonable efforts to take any action
required to be taken under state  securities or blue sky laws in connection with
the  issuance  of the  Shares  pursuant  to this  Agreement.  Purchaser  and the
Acquired  Companies  shall  furnish each other with all  information  concerning
Purchaser  and the  Acquired  Companies,  as the case may be, and the holders of
their  capital  stock and shall take such other  action as each party hereto may
reasonably  request  in  connection  with the  preparation  of the  Registration
Statement and the issuance of the Shares.                                       

4.2 Affiliate  Agreements.  Within ten (10) days after the Execution  Date,  the
Acquired  Companies  shall  cause to be  delivered  to  Purchaser  a list of all
persons who are, or are                                                         

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expected to be,  "affiliates"  of the Acquired  Companies as the term is used in
Rule 145 under the  Securities Act or under  applicable SEC accounting  releases
with  respect  to  pooling  of  interests  accounting  treatment.  The  Acquired
Companies  shall use their  reasonable  best efforts to cause each person who is
identified  as a possible  "affiliate"  in the list  furnished  pursuant to this
Section  4.2  to  deliver  to  Purchaser  at  Closing  a  written  agreement  in
substantially the form attached hereto as Exhibit 4.2.                          

5. REPRESENTATIONS AND WARRANTIES OF PURCHASER AND THE MERGER SUBS.             

Purchaser and the Merger Subs, jointly and severally,  represent and warrant to,
and for the  benefit  of, the  Acquired  Companies  and the  Acquired  Companies
Shareholders as follows:                                                        

5.1  Organization  and  Standing  and  Foreign  Qualifications.  Purchaser  is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Delaware and the Merger Subs are  corporations  duly  organized,
validly  existing and in good  standing  under the laws of the State of Arizona,
and each has the full power and authority  (corporate and otherwise) to carry on
its  business in the places,  and as, it is now being  conducted  and to own and
lease the properties  and assets which it now owns or leases.  Purchaser is now,
and will be at the Closing, duly qualified and/or licensed to transact business,
and in good standing as a foreign  corporation,  in each other  jurisdiction  in
which the character of the property  owned or leased by Purchaser and the nature
of the business  conducted by it requires such  qualification  and/or licensing,
except for such failures to be so qualified,  licensed or in good standing which
would not have a Purchaser Material Adverse Effect.                             

5.2  Authority  and  Status.  Each of  Purchaser  and the  Merger  Subs have the
capacity  and  authority  to execute  and  deliver  this  Agreement,  to perform
hereunder and to consummate  the  transactions  contemplated  hereby without the
necessity of any act or consent of any other person  whomsoever.  The execution,
delivery and  performance by Purchaser and the Merger Subs of this Agreement and
each and every agreement,  document, exhibit, and instrument provided for herein
have been duly  authorized and approved by its respective  Board of Directors or
Executive  Committee thereof and by the Purchaser as sole shareholder of each of
the Merger Subs.  This Agreement and each and every other  agreement,  document,
exhibit, and instrument to be executed,  delivered and performed by Purchaser or
the Merger Subs in connection  herewith  constitute  or will,  when executed and
delivered, constitute the valid and legally binding obligations of Purchaser and
the  Merger  Subs,  as the  case  may be,  enforceable  against  each of them in
accordance with their respective terms,  except as enforceability may be limited
by applicable equitable principles or by bankruptcy, insolvency, reorganization,
moratorium,  or  similar  laws  from  time  to  time  in  effect  affecting  the
enforcement of creditors' rights generally.                                     

5.3  Capitalization.  The  authorized  capital  stock of  Purchaser  consists of
200,000,000 Shares, par value $0.10 per share, and 1,000,000 shares of Preferred
Stock, par value $1.00 per share  ("Preferred  Stock"),  of which 200,000 shares
have  been   designated  as  Series  A   Participating   Preferred   Stock  (the
"Participating Preferred Stock"). As of December 28, 1998, (i) 77,871,734 Shares
were issued and  outstanding  and (ii) no shares of Preferred  Stock were issued
and  outstanding.  All of the issued and outstanding  Shares are validly issued,
fully paid and  non-                                                            

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assessable  and free of preemptive rights. All of the Shares                    
issuable  in  exchange  for the  shares  of the  capital  stock of the  Acquired
Companies at the  Acquired  Companies  Effective  Time in  accordance  with this
Agreement will be, when so issued, duly authorized,  validly issued,  fully paid
and  non-assessable and the issuance thereof is not subject to any preemptive or
other similar rights. Purchaser has no other shares of capital stock authorized,
issued or  outstanding  other  than as set forth  above.  Except as set forth in
Exhibit 5.3, there are no outstanding options, warrants,  subscriptions,  calls,
rights,  convertible  securities or other  agreements or commitments  obligating
Purchaser to issue, transfer or sell any of its securities other than (i) rights
to  acquire  shares of  Participating  Preferred  Stock  pursuant  to the Rights
Agreement  and (ii) as of  December  28,  1998,  options  to  receive or acquire
11,853,882 Shares pursuant to employee incentive or benefit plans,  programs and
arrangements  of the  Purchaser  or any of its  subsidiaries  ("Purchaser  Stock
Options").                                                                      

5.4 Subsidiaries. Exhibit 5.4 sets forth each direct or indirect equity interest
owned by Purchaser in any corporation,  partnership,  limited partnership, joint
venture,  trust or other business  entity of which Purchaser or any of its other
Purchaser Subsidiaries owns, directly or indirectly,  greater than fifty percent
of the shares of capital stock or other equity interests (including  partnership
interests) entitled to cast at least a majority of the votes that may be cast by
all shares or equity  interests having ordinary voting power for the election of
directors  or  other  governing  body  of  such  entity  (each  such  entity  is
hereinafter  referred  to  as  a  "Purchaser  Subsidiary"  and  are  hereinafter
collectively  referred  to as  the  "Purchaser  Subsidiaries").  Each  Purchaser
Subsidiary  is a  corporation  duly  organized,  validly  existing  and in  good
standing under the laws of its  jurisdiction  of  incorporation.  Each Purchaser
Subsidiary is duly qualified and/or licensed to transact  business,  and in good
standing  as a foreign  corporation,  in each  other  jurisdiction  in which the
character of the property owned or leased by such  Purchaser  Subsidiary and the
nature of the  business  conducted  by it  requires  such  qualification  and/or
licensing,  except for such  failures  to be so  qualified,  licensed or in good
standing  which  would  not  have a  Purchaser  Material  Adverse  Effect.  Each
Purchaser  Subsidiary has the full power and authority (corporate and otherwise)
to carry on its business in the places, and as, it is now being conducted and to
own and lease the properties and assets which it now owns of leases.  All of the
outstanding  shares of  capital  stock of the  Purchaser  Subsidiaries  owned by
Purchaser or by a Purchaser  Subsidiary are free and clear of any liens, claims,
charges or encumbrances of any nature whatsoever.  There are not now, and at the
Acquired  Companies  Effective Time there will not be, any outstanding  options,
warrants,   subscriptions,   calls,  rights,  convertible  securities  or  other
agreements or commitments  obligating  Purchaser or any Purchaser  Subsidiary to
issue,  transfer or sell any securities of any Purchaser  Subsidiary.  There are
not now, and as of the Acquired Companies  Effective Time there will not be, any
voting trusts or other agreements or understandings to which Purchaser or any of
the Purchaser  Subsidiaries is a party or is bound with respect to the voting of
the capital stock of Purchaser or any of the Purchaser Subsidiaries.            

5.5      SEC Filings; No Undisclosed Liabilities.                               

5.5.1  Since  March 31,  1996,  Purchaser  has filed all  reports,  registration
statements  and other filings  required to be filed by it with the SEC under the
Securities  Act and  the  Securities  Exchange  Act of  1934,  as  amended  (the
"Exchange  Act").  All  reports,   registration  statements  and  other  filings
(including all notes, exhibits and schedules thereto and documents  incorporated
by  reference  therein)  filed by  Purchaser  with the SEC since March 31, 1996,
together                                                                        

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with any amendments thereto, are collectively  referred to as the "Purchaser SEC
Filings." Purchaser has furnished to the Acquired Companies and the Shareholders
true and complete  copies of the  Purchaser  SEC Filings.  As of the  respective
dates of their filing with the SEC, the  Purchaser  SEC Filings  complied in all
material  respects with the  Securities  Act, the Exchange Act and the rules and
regulations of the SEC thereunder (as applicable  thereto),  and did not contain
any  untrue  statement  of a  material  fact or omit to  state a  material  fact
required to be stated therein or necessary to make the statements  made therein,
in light of the  circumstances  under which they were made, not  misleading.  No
Purchaser Subsidiary is required to file any report,  registration  statement or
other filing with the SEC.                                                      

5.5.2 Each of the consolidated  financial statements of the Purchaser (including
any related  notes or schedules)  included in the  Purchaser SEC Filings  fairly
present the  consolidated  financial  position of  Purchaser  and the  Purchaser
Subsidiaries  as of the dates  thereof  and the results of  operations  and cash
flows for the periods then ended (subject, where appropriate, to normal year-end
adjustments),  all in  conformity  with GAAP  during  the  periods  involved  or
otherwise noted therein.                                                        

5.5.3  Neither  Purchaser nor any of its  subsidiaries  has any  liabilities  or
obligations (whether accrued, absolute,  contingent or otherwise) which are of a
nature required to be reflected in financial  statements  prepared in accordance
with GAAP, consistently applied,  (including,  without limitation, any liability
which  might  result  from  an  audit  of its  tax  returns  by any  appropriate
authority),  except for (A) the liabilities and obligations which are disclosed,
or reserved  against,  in the  Purchaser  SEC Filings,  to the extent and in the
amounts so disclosed or reserved  against,  and (B)  liabilities  or obligations
incurred or accrued in the  ordinary  course of  business  since the date of the
most recent balance sheet of Purchaser and its subsidiaries  included within any
Purchaser  SEC  Filings  and which  would  not,  either  individually  or in the
aggregate, have a Purchaser Material Adverse Effect.                            

5.6 Title to  Properties;  Encumbrances.  Except as described  in the  following
sentence,  each of Purchaser and the Purchaser  Subsidiaries  has good and valid
and marketable title to, or a valid leasehold interest in, all of the properties
and assets (real,  personal and mixed,  tangible and intangible) material to the
operation  of the  businesses  of  Purchaser  and  the  Purchaser  Subsidiaries,
including,  without limitation,  all such properties and assets reflected in the
most  recent   consolidated   balance  sheet  of  Purchaser  and  the  Purchaser
Subsidiaries  included  within any Purchaser SEC Filings  (except for properties
and assets  disposed of in the ordinary  course of business and consistent  with
past practices since the date of such balance sheet). None of such properties or
assets are subject to any mortgage, pledge, lien, security interest, conditional
sale  agreement,  encumbrance,  charge or adverse claim  whatsoever of any kind,
except (i) as set forth in the Purchaser SEC Filings and (ii) such  encumbrances
that do not  individually or in the aggregate have a Purchaser  Material Adverse
Effect.                                                                         

5.7 Agreement Does Not Violate Other Instruments.  The execution and delivery of
this Agreement by Purchaser and the Merger Subs do not, and the  consummation of
the  transactions  contemplated  hereby will not,  violate any provisions of the
Certificate of Incorporation, as amended, or Bylaws, as amended, of Purchaser or
the  Articles  of  Incorporation  or Bylaws of the  Merger  Subs,  or violate or
constitute an occurrence of default under any                                   

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provision of, or conflict  with,  or result in  acceleration  of any  obligation
under, or give rise to a right by any party to terminate its obligations  under,
any mortgage, deed of trust, conveyance to secure debt, note, loan, lien, lease,
agreement,  instrument,  or any order, judgment,  decree or other arrangement to
which Purchaser or any Merger Sub is a party or is bound or by which any of them
or their assets are affected.  Except for  applicable  requirements  of the 1933
Act, the Exchange Act, the rules and regulations of NASDAQ, state securities and
blue sky laws, and the filing and recordation of the Articles of Merger for each
of  the  Acquired   Companies  Mergers  as  required  by  the  Arizona  Business
Corporation  Act,  no  approval,  order or  authorization  of, or  registration,
declaration or filing with any governmental or regulatory  authority is required
to be obtained or made by or with respect to Purchaser or any Merger Sub, or any
assets,  properties or operations of Purchaser, in connection with the execution
and  delivery  by  Purchaser  or  the  Merger  Subs  of  this  Agreement  or the
consummation of the transactions contemplated hereby, except for such approvals,
order or authorizations, or registrations,  declarations or filings, the failure
of which to obtain or make would not have a Purchaser Material Adverse Effect or
prevent the consummation of the transactions contemplated hereby.               

5.8 Ownership of the Stock of the Merger Sub. Purchaser owns beneficially and of
record,  free and clear of any lien or other encumbrance,  all of the issued and
outstanding shares of the Merger Subs.                                          

5.9 Absence of Changes.  Except as set forth in the Purchaser SEC Filings, since
December 31, 1997,  neither Purchaser nor any of the Purchaser  Subsidiaries has
(a)  suffered any change  which had or would have a Purchaser  Material  Adverse
Effect  or (b)  subsequent  to the date  hereof,  except  as  permitted  by this
Agreement,  conducted  its  business and  operations  other than in the ordinary
course of business and consistent with past practices.                          

5.10  Merger Sub.  The Merger  Subs have been  formed  solely for the purpose of
effecting the Acquired Companies Mergers and have not carried on any business.  

5.11  Licenses and Permits;  Compliance  With Law.  Purchaser  and the Purchaser
Subsidiaries  hold all licenses,  certificates,  permits,  franchises and rights
from all  appropriate  federal,  state or other  public  authorities  reasonably
necessary for the conduct of their  businesses and the use of their assets other
than where the failure to hold such licenses, certificates,  permits, franchises
or rights would not have a Purchaser Material Adverse Effect.  Purchaser and the
Purchaser Subsidiaries are presently conducting their businesses so as to comply
in all  material  respects  with all  applicable  statutes,  ordinances,  rules,
regulations and orders of any  governmental or regulatory  authority  applicable
thereto.  Further,  neither Purchaser nor any Purchaser  Subsidiary is presently
charged with or, to the knowledge of Purchaser, under governmental investigation
with respect to, any actual or alleged violation of any statute, ordinance, rule
or regulation,  nor is presently the subject of any pending or, to the knowledge
of Purchaser,  threatened adverse proceeding by any regulatory  authority having
jurisdiction  over their  businesses,  properties  or  operations.  Neither  the
execution  and  delivery  of  this  Agreement  nor  the   consummation   of  the
transactions  contemplated hereby will result in the termination of any license,
certificate,  permit,  franchise  or  right  held  by  Purchaser  or  any of the
Purchaser Subsidiary reasonably necessary to conduct their businesses.          

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5.12 Labor Matters.  Except as set forth on Exhibit 5.12,  within the last three
(3) years,  neither Purchaser nor any Purchaser  Subsidiary has been the subject
of any union  activity,  nor has there  been any strike of any kind  called,  or
threatened to be called against any of them. Except as set forth on Exhibit 5.12
and  to  the  knowledge  of  Purchaser,  neither  Purchaser  nor  any  Purchaser
Subsidiary  has  violated  any  applicable  federal  or state law or  regulation
relating to labor, labor practices, or employment practices.                    

5.13  Information  in  Registration  Statement.  None of the  information  to be
supplied by the Purchaser and its subsidiaries for inclusion in the Registration
Statement will, at the time the Registration  Statement becomes effective and at
the Acquired Companies Effective Date and at the time the Registration Statement
is first delivered to the Acquired Companies Shareholders and at the time of the
meetings of the shareholders of the Acquired  Companies to be held in connection
with  the  transactions  contemplated  by this  Agreement,  contain  any  untrue
statement of a material  fact or omit to state any material  fact required to be
stated therein or necessary in order to make the statements therein, in light of
the circumstances under which they are made, not misleading.                    

5.14 WARRANTY DISCLAIMER.  THE PARTIES HERETO AGREE THAT EXCEPT AS EXPRESSLY SET
FORTH IN THIS AGREEMENT, INCLUDING THE EXHIBITS HERETO, PURCHASER AND THE MERGER
SUBS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND OR CHARACTER,  EXPRESS OR
IMPLIED.                                                                        

6. CONDITIONS PRECEDENT TO OBLIGATIONS OF PURCHASER AND THE MERGER SUBS.        

All of the  obligations  of  Purchaser  and the Merger  Subs to  consummate  the
transactions contemplated by this Agreement shall be contingent upon and subject
to the satisfaction, on or before the Closing Date, of each and every one of the
following conditions, all or any of which may be waived, in whole or in part, by
Purchaser and the Merger Subs for purposes of  consummating  such  transactions,
but without prejudice to any other right or remedy which they may have hereunder
as a result of any  misrepresentation  by, or breach of any covenant or warranty
of, the Acquired  Companies or the  Shareholders  contained in this Agreement or
any other certificate or instrument  furnished by the Acquired  Companies or the
Shareholders hereunder.                                                         

6.1 Representations True at Closing.  With such exceptions as would not have, in
the aggregate, a material adverse effect on the businesses, assets, liabilities,
condition  (financial  or  otherwise)  or results of  operations of the Acquired
Companies,  taken as a whole,  the  representations  and warranties  made by the
Acquired Companies and the Shareholders to Purchaser and the Merger Subs in this
Agreement,  the Exhibits  hereto or any document or instrument  delivered at the
Closing  (other  than  the  documents  described  in  Sections  6.8 and  7.4) to
Purchaser, the Merger Subs or their representatives  hereunder shall be true and
correct  on the  Closing  Date  with the same  force and  effect as though  such
representations  and  warranties had been made on and as of such date (except to
the  extent  a  different  date  is  specified  therein,   in                   

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which case such representation and warranty shall be true and correct as of such
date), except for changes  contemplated by this Agreement and any changes in the
ordinary course of business.                                                    

6.2  Covenants  of the  Acquired  Companies.  The  Acquired  Companies  and  the
Shareholders  shall have duly performed,  in all material  respects,  all of the
covenants,  acts and  undertakings  to be  performed  by them on or prior to the
Closing  Date,  and the  President  of each of the  Acquired  Companies  and the
Shareholders  shall deliver to Purchaser and the Merger Subs a certificate dated
as of the Closing Date  certifying to the  fulfillment of this condition and the
condition set forth in Section 6.1.                                             

6.3 No  Injunction,  Etc. No action,  proceeding,  investigation,  regulation or
legislation shall have been instituted, threatened or proposed before any court,
governmental agency or legislative body to enjoin, restrain,  prohibit or obtain
substantial  damages  in respect  of, or which is related  to, or arises out of,
this Agreement or the consummation of the transactions  contemplated  hereby, or
which is related to or arises out of the  businesses of the Acquired  Companies,
if such action, proceeding, investigation,  regulation or legislation would make
it likely  to  result in a  material  adverse  effect in the  businesses  of the
Acquired Companies, taken as a whole.                                           

6.4 Opinion of Counsel.  Purchaser  and the Merger Subs shall have received from
Hughes,  Hubbard  & Reed  LLP,  counsel  for  the  Acquired  Companies  and  the
Shareholders, an opinion in a form which mutually agreed by the parties hereto. 

6.5 Consents,  Approvals  and Waivers.  Purchaser and the Merger Subs shall have
received a true and correct copy of each and every consent,  approval and waiver
(whether governmental or private) set forth in Exhibit 6.5.                     

6.6 Absence of Adverse Changes.  Between the Execution Date and the Closing, the
Acquired  Companies  shall not have suffered any change or changes that would in
the  aggregate  have  a  material  adverse  effect  on the  businesses,  assets,
liabilities,  condition (financial or otherwise) or results in operations of the
Acquired  Companies,  taken as a whole;  provided that any change arising out of
the matter set forth in Exhibit  3.18 shall not be  considered  to result in any
manner in the non-satisfaction of this condition.                               

6.7 Covenant Not to Compete.  The Shareholders  shall have individually  entered
into a Covenant Not to Compete substantially in the form of Exhibit 2.9.        

6.8 Acquisition of Real Property. Purchaser (or its designees) shall acquire, in
a  closing   simultaneous  with  the  Closing  of  the  remaining   transactions
contemplated  by this Agreement,  from Martens,  Jensen & Associates (an Arizona
general  partnership  controlled by the  Shareholders) the building and premises
located at 19621  North 23rd  Drive,  Phoenix,  Arizona  (the "Real  Property"),
subject to Section 2.1.5.2 and the following conditions:                        

(a) the parties  have  agreed upon the  purchase  price in  accordance  with the
procedures set forth in that certain  appraisal  agreement between the Purchaser

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and Martens,  Jensen & Associates  dated as of the Execution Date (the "Purchase
Price) of the Real Property not later than January 31, 1999;                    

(b)  title to the Real  Property  shall be  conveyed  to the  Purchaser  (or its
designee) pursuant to a special warranty deed in a form reasonably acceptable to
Purchaser;                                                                      

(c) Purchaser (or its designee) shall have received a title insurance policy for
the Real Property reasonably acceptable to Purchaser; and,                      

(d) Purchaser shall have received an indemnity agreement with respect to matters
substantially  similar  to  those  set  forth  in  Section  3.19  (Environmental
Matters).                                                                       

6.9 Opinion of KMPG. The Purchaser  shall have received the opinion of KMPG Peat
Marwick  LLP that  this  transaction  will  qualify  as a pooling  of  interests
transaction under Opinion No. 16 of the Accounting Principles Board.            

6.10  Registration  Statement.  The  Registration  Statement  shall have  become
effective in accordance with the provisions of the Securities Act.              

6.11 Other Closing Conditions.  Those additional conditions set forth in Exhibit
6.11.                                                                           

7.  CONDITIONS  PRECEDENT  TO THE  OBLIGATIONS  OF THE  ACQUIRED  COMPANIES  AND
SHAREHOLDERS TO CLOSE.                                                          

All of the  obligations  of the  Acquired  Companies  and  the  Shareholders  to
consummate the  transactions  contemplated by this Agreement shall be contingent
upon and subject to the satisfaction, on or before the Closing Date, of each and
every one of the  following  conditions,  all or any of which may be waived,  in
whole or in part, by the Acquired  Companies and the  Shareholders,  but without
prejudice to any other right or remedy which they may have hereunder as a result
of any misrepresentation by, or breach of any covenant or warranty of, Purchaser
or the Merger Subs contained in this Agreement, or any certificate or instrument
furnished by it hereunder.                                                      

7.1 Representations True at Closing.  With such exceptions as would not have, in
the aggregate, a material adverse effect on the businesses, assets, liabilities,
condition (financial or otherwise) or results of operations of Purchaser and the
Purchaser  Subsidiaries,  taken as a whole, the  representations  and warranties
made  by  Purchaser  and the  Merger  Subs in  this  Agreement  to the  Acquired
Companies and the  Shareholders  or any document or instrument  delivered at the
Closing to the Acquired  Companies,  the  Shareholders or their  representatives
hereunder  shall be true and correct on the Closing Date with the same force and
effect as though such  representations and warranties had been made on and as of
such date (except to the extent a different date is specified therein,  in which
case such  representation  and  warranty  shall be true and                     

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correct as of such date), except for changes  contemplated by this Agreement and
changes in the ordinary course of business.                                     

7.2  Covenants  of  Purchaser.  Purchaser  and the  Merger  Subs shall have duly
performed, in all material respects, all of the covenants, acts and undertakings
to be performed by them on or prior to the Closing Date,  and a duly  authorized
officer of Purchaser and the Merger Subs shall deliver a certificate dated as of
the  Closing  Date  certifying  to the  fulfillment  of this  condition  and the
condition set forth under Section 7.1.                                          

7.3 No  Injunction,  Etc. No action,  proceeding,  investigation,  regulation or
legislation shall have been instituted, threatened or proposed before any court,
governmental agency or legislative body to enjoin, restrain,  prohibit or obtain
substantial damages in respect of, or which is related to or arises out of, this
Agreement or the consummation of the transactions  contemplated hereby, or which
is related  to or arises out of, the  business  of  Purchaser,  if such  action,
proceedings,  investigation,  regulation or  legislation,  would have a material
adverse effect on the business of the Purchaser.                                

7.4 Covenants  Not to Compete.  Purchaser and the Merger Subs shall have entered
into Covenants Not to Compete with each of the  Shareholders,  substantially  in
the form of Exhibit 2.9.                                                        

7.5  Consents,  Approvals  and Waivers.  The consent to the  Acquired  Companies
Mergers  of  each  party  whose  consent  is  required  and is  material  to the
continuation  of the  businesses  of the  Purchaser  and the Acquired  Companies
following such Mergers shall have been received.                                

7.6  Shareholder  Approvals.  The  principal  terms  of this  Agreement  and the
Acquired  Companies  Mergers  shall  have  been  approved  and  adopted  by  the
shareholders of each of the Acquired Companies in accordance with applicable law
and each respective Acquired Company's Articles of Incorporation and Bylaws.    

7.7 Opinion of Purchaser's  Counsel.  The Acquired Companies shall have received
from Baxter & Jewell, P.A., counsel to the Purchaser, an opinion in a form which
mutually agreed by the parties hereto.                                          

7.8 Tax Opinion. The Acquired Companies shall have received an opinion of Hughes
Hubbard & Reed LLP, in form and  substance  satisfactory  to them, to the effect
that the  Acquired  Companies  Mergers  will be treated for  federal  income tax
purposes as a tax-free reorganization within the meaning of Section 368(a)(1)(A)
of  the  Code  by  virtue  of  the  provisions  of  Sections   368(a)(2)(D)  and
368(a)(2)(E), as applicable, of the Code. In preparing the tax opinions, counsel
may rely upon and, to the extent reasonably  required,  the parties hereto shall
make, representations related thereto.                                          

7.9 Absence of Adverse  Changes.  Between the  Execution  Date and the  Closing,
Purchaser  shall not have  suffered  any  change or  changes  that  would in the
aggregate have a                                                                

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material  adverse  effect  on the  businesses,  assets,  liabilities,  condition
(financial  or otherwise) or results in operations of Purchaser or the Purchaser
Subsidiaries, taken as a whole.                                                 

7.10  Registration  Statement.  The  Registration  Statement  shall have  become
effective in accordance with the provisions of the Securities Act.              

8. CLOSING.                                                                     

8.1 Time and Place of Closing. The consummation of the transactions provided for
in this Agreement  (herein  referred to as the  "Closing")  shall be held at the
offices of CGA as  promptly as  practicable,  but in any event no later than two
(2) business  days,  after  approval of the  transactions  contemplated  by this
Agreement  by the Acquired  Companies  Shareholders  (herein  referred to as the
"Closing  Date")  unless  another  place or date is agreed to in  writing by the
Acquired  Companies,   Purchaser  and  the  Merger  Subs.   Notwithstanding  the
foregoing,  in the  event the  transactions  contemplated  herein  have not been
completed by March 31, 1999,  any party to this  Agreement  may  terminate  this
Agreement  without  further  obligation  or  liability  to the other  parties by
providing  written notice to the other parties,  and in such event all documents
held in escrow shall be returned to the party from whom they were  delivered and
this Agreement shall be null and void.                                          

8.2 Transactions at Closing. At the Closing, each of the following  transactions
shall occur:                                                                    

8.2.1  The  Acquired  Companies'  Performance.  At  the  Closing,  the  Acquired
Companies  shall  deliver or cause to be delivered  to Purchaser  and the Merger
Subs the following:                                                             

(a) all certificates  representing all of the shares of the outstanding  capital
stock of the Acquired  Companies,  duly endorsed for transfer or  accompanied by
instruments  of  transfer  reasonably  satisfactory  in form  and  substance  to
Purchaser and its counsel;                                                      

(b) the  certificate of the President of each of the Acquired  Companies and the
Shareholders described in Section 6.2;                                          

(c) copies of the consents,  approvals and waivers  described in Section 2.7 and
Section 6.5;                                                                    

(d)  certificates of compliance or certificates of good standing of the Acquired
Companies,  as of  the  most  recent  practicable  date,  from  the  appropriate
governmental  authority of the jurisdiction of its  incorporation  and any other
jurisdiction which is set forth in Exhibit 3.1.2;                               

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(e) certified  copies of  resolutions of the Boards of Directors of the Acquired
Companies  approving  the  transactions  set  forth  in this  Agreement  and the
applicable Plan of Merger;                                                      

(f)  certified  copies of  resolutions  of the Acquired  Companies  Shareholders
approving the  transactions  set forth in this Agreement and the applicable Plan
of Merger;                                                                      

(g)  certificates  of  incumbency  for the  officers  of  each  of the  Acquired
Companies;                                                                      

(h)  resignations of each director and officer of the Acquired  Companies and of
each trustee under any Benefit Plan maintained by the Acquired Companies;       

(i) the Covenants Not to Compete executed by the Shareholders,  substantially in
the form of Exhibit 2.9;                                                        

(j) opinion of counsel described in Section 6.4;                                

(k)  the  affiliate  agreements  executed  by  each  of the  Acquired  Companies
Shareholders   set  forth  on  the  list  provided   pursuant  to  Section  4.2,
substantially in the form of Exhibit 4.2;                                       

(l) the Escrow  Agreement  substantially  in the form attached hereto as Exhibit
9.3;                                                                            

(m) the consummation of the purchase of the Real Pproperty  described in Section
6.8;                                                                            

(n) the opinion of KPMG Peat Marwick LLP described in Section 6.9; and          

(o) such other evidence of the performance of all covenants and  satisfaction of
all conditions  required of the Acquired  Companies and the Shareholders by this
Agreement,  at or prior to the Closing,  as Purchaser,  the Merger Subs or their
counsel may reasonably require.                                                 

8.2.2  Performance  by Purchaser  and the Merger Subs.  At the Closing,  (A) the
Plans of Merger  described in Section 2.1.2 shall be filed with the Secretary of
State of the State of  Arizona  and (B)  Purchaser  and the  Merger  Subs  shall
deliver to the Acquired Companies and the Shareholders the following:           

(a) the certificates of the authorized officers described in Section 7.2;       

(b)  certificate  of incumbency of the officers of Purchaser and the Merger Subs
who are executing this Agreement and the other documents contemplated hereunder;

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(c) the Covenants Not to Compete executed by the Purchaser, substantially in the
form of Exhibit 2.9;                                                            

(d) the Shares and cash for the fractional  shares  contemplated  in Section 2.1
(to be delivered as described in Section 8.3 below);                            

(e)  certified  copy of  resolutions  of the  Board of  Directors  or  Executive
Committee  thereof of Purchaser  approving  the  transactions  set forth in this
Agreement and the Plans of Merger;                                              

(f)  certified  copies of  resolutions  of the Boards of Directors of the Merger
Subs approving the  transactions  set forth in this Agreement and the applicable
Plans of Merger;                                                                

(g) certified  copies of  resolutions  of Purchaser as sole  shareholder  of the
Merger Subs approving the applicable Plans of Merger;                           

(h) opinion of counsel described in Section 7.7;                                

(i) the Escrow  Agreement  substantially  in the form attached hereto as Exhibit
9.3; and,                                                                       

(j) such other evidence of the performance of all the covenants and satisfaction
of all of the  conditions  required  of  Purchaser  and the Merger  Subs by this
Agreement at or before the Closing as the Acquired  Companies,  the Shareholders
or their counsel may reasonably require.                                        

8.3 Delivery of Share  Certificates and Cash. At the Closing,  Purchaser and the
Merger  Subs  shall  deliver:  (i)  to  the  Acquired  Companies   Shareholders,
certificates  representing  the Shares as  determined  pursuant  to Section  2.1
(which  certificates shall be issued to each Acquired  Companies  Shareholder in
the number equal to such  shareholder's  percentage of such aggregate  number of
Shares  based on the  percentage  set  forth in  Exhibit  8.2.2;  provided  that
separate  certificates  shall be issued in the name of each  Acquired  Companies
Shareholder  and  delivered  directly by the  Purchaser  to the Escrow Agent (as
defined in Escrow Agreement) for those Shares  representing  such  shareholder's
pro rata  portion of the Shares  required to be  deposited  at the Closing  into
escrow  pursuant  to  Section  9) and the  applicable  Plan of  Merger,  (ii) to
Martens, Jensen & Associates, certificates representing the Shares as determined
pursuant to Section 2.1.5.2; provided that separate certificates shall be issued
in the name of  Martens,  Jensen &  Associates  and  delivered  directly  by the
Purchaser to the Escrow Agent for those Shares  representing  Martens,  Jensen &
Associates  portion of the Shares  required to be  deposited at the Closing into
escrow  pursuant to Section 9, and (iii) cash for fractional  Shares  determined
pursuant to Section 2.1.6.                                                      

9. SURVIVAL OF REPRESENTATIONS AND WARRANTIES AND COVENANTS/INDEMNIFICATION.    

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9.1   Survival  of   Representations   and   Warranties   and   Covenants.   All
representations  and warranties and covenants made or undertaken by the Acquired
Companies and the Shareholders, on the one hand, and by Purchaser and the Merger
Subs, on the other, in this Agreement or in any document or instrument  executed
and  delivered at the Closing  pursuant  hereto are  material,  have been relied
upon,  respectively,  by  Purchaser  and the  Merger  Subs  and by the  Acquired
Companies  and the  Shareholders,  shall survive the Closing (i) with respect to
the  Indemnification  Obligation of the Acquired  Companies and the Shareholders
contained  herein (other than those subject to clauses (ii) and (iii) below) and
the related  representations  and  warranties,  until the date  described in the
first  sentence  set  forth  in  Section   9.1.1,   (ii)  with  respect  to  the
Indemnification Obligation of the Acquired Companies and the Shareholders (other
than arising out of Sections 3.6 and 3.17) regarding  matters which are Specific
Contingency Items and the related representations and warranties, until June 30,
2000, (iii) with respect to the  representations  and warranties of the Acquired
Companies  and the  Shareholders  set forth in Sections  3.6 and 3.17  regarding
matters  which are Specific  Contingency  Items and the related  Indemnification
Obligations,  until the 30th day after  expiration of the applicable  statute of
limitations  (including any extensions  thereto that such statute of limitations
may be  tolled)  or (iv) with  respect  to the  Indemnification  Obligations  of
Purchaser and the Merger Subs,  until June 30, 2000,  and shall not merge in the
performance  of any  obligation by any party hereto.  Further,  if any claim for
indemnification  hereunder,  which  has been  previously  asserted  by any party
pursuant to a notice of a claim in accordance with Section 9.4, is still pending
as of the applicable termination date set forth in the preceding sentence,  such
claim shall  continue to be subject to the  indemnification  provisions  of this
Section 9 until resolved. No claim for indemnification may be asserted after the
applicable termination date.                                                    

9.1.1 General Indemnification Obligations.  Subject to the provisions of Section
9.1.2 below, the obligations of the Acquired Companies  Shareholders pursuant to
this Section 9 to indemnify  the  Purchaser and Merger Subs from and against any
Indemnifiable Loss arising out of an  Indemnification  Obligation which is not a
Specific  Contingency  Item (the  "General  Indemnification  Obligation")  shall
terminate  upon the earlier of (A) the date of  completion of the first audit of
the combined  financial  statements of the Purchaser and the Acquired  Companies
after the Closing Date which contains at least 30 days of combined operations of
the  Purchaser  and the  Acquired  Companies  or (B) the date which is 12 months
after the Closing Date. Notwithstanding the foregoing, immediately prior to such
termination  date with respect to any matter that is  reasonably  likely to give
rise to an General Indemnification Obligation for which an Indemnification Event
or Third  Party  Claim  (each  as  described  in  Section  9.4) has not  arisen,
Purchaser may, after consultation with and approval by the  Representatives  (as
defined  in the  Escrow  Agreement)  (which  approval  will not be  unreasonably
withheld),  designate  any such  matter as being a "Specific  Contingency  Item"
specifying an estimated  indemnity amount for such item, provided that such item
and amount  satisfies  the  following  criteria:  (1) Purchaser has provided the
Representatives  with a reasonably  detailed  description of the matter, (2) the
indemnity amount is reasonable in relation to the Indemnifiable Loss that may be
reasonably  likely to arise from such matter and (3)  Purchaser has provided the
Representatives  with the period for contingency,  if the period is shorter than
the period  described in clauses (ii) or (iii) of Section 9.1, in which case the
Indemnification  Obligation for such Item shall survive the termination date and
shall  thereafter be governed by the provisions of Sections 9.1(ii) or (iii), as
applicable,  and 9.3.1  below.  If the                                          

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Representatives  do not  agree  with the  designation  of any such  matter  as a
Specific  Contingency  Item after the Closing,  such dispute shall be settled as
promptly as  practicable  either by mutual  agreement of the  Purchaser  and the
Representatives or by a binding and final arbitration  proceeding conducted by a
single  arbitrator in accordance  with the commercial  arbitration  rules of the
American  Arbitration  Association  to determine  whether such matter and amount
satisfy the criteria set forth in the immediately preceding sentence.  The costs
of  such   arbitration   shall  be  split   between   the   Purchaser   and  the
Representatives.  In the  event  the  Representatives  do  not  agree  with  the
designation,  the date of designation by Purchaser  shall govern with respect to
Purchaser's  obligation  to  make  such  designation  prior  to  the  applicable
termination date.                                                               

9.1.2 Specific  Contingencies.  As of the Execution Date the parties hereto have
agreed to, and  identified  in writing,  those  matters  ("Specific  Contingency
Items")  that may be the basis for a claim for which the  Acquired  Companies or
the Shareholders may have an Indemnification  Obligation to indemnify  Purchaser
or a Merger Sub pursuant to this  Section 9. The parties  hereto agree to remove
Specific  Contingency Items which have been resolved or for which the applicable
limitations period described in Section 9.1(ii) or (iii) has expired.           

9.1.3  Timing of Claims.  In the event an  Indemnification  Event or Third Party
Claim arises prior to the date described in the first sentence of Section 9.1.1,
then the Acquired Companies Shareholders will indemnify the Purchaser and Merger
Subs for the entire amount of the  Indemnifiable  Loss, if any,  attributable to
such event or claims (subject to Sections 9.5 and 9.6) when such amount has been
determined in accordance with the procedures set forth in Section 9.4.  Recovery
for any Indemnifiable  Loss which is the result of an  Indemnification  Event or
Third Party Claim which arises prior to the date described in the first sentence
of  Section  9.1.1 and which is not a  Specific  Contingency  Item shall only be
limited by the  provisions of Section 9.6 and shall not be limited to the Shares
escrowed pursuant to this Section 9.                                            

9.2  Indemnification.  Subject to the provisions of this Section 9, the Acquired
Companies  Shareholders  will, in accordance  with this Section 9 and the Escrow
Agreement,  indemnify  and  hold  harmless  Purchaser,  the  Merger  Subs or any
assignee of Purchaser or the Merger Subs from and against and in respect of, any
liability,  claim, deficiency,  loss, damage, or injury and all reasonable costs
and expenses  (including  reasonable  counsel fees and costs of any suit related
thereto) (each an "Indemnifiable Loss") suffered or incurred by Purchaser or the
Merger  Subs as a result  of the  following:  (i) any  misrepresentation  by, or
breach of any  representation  or warranty  of, the  Acquired  Companies  or the
Shareholders contained in this Agreement or any document or instrument furnished
at the Closing by the  Acquired  Companies or the  Shareholders  (other than the
documents  described in Sections 6.7 and 6.8)  hereunder;  or (ii) breach of any
covenant on the part of the Acquired Companies under this Agreement.  Subject to
the provisions of this Section 9, Purchaser  will, in accordance with Section 9,
indemnify and hold harmless the Acquired Companies  Shareholders or any assignee
of the Acquired Companies  Shareholders from and against, and in respect of, any
Indemnifiable Loss suffered or incurred by an Acquired Companies  Shareholder as
a result  of the  following:  (A) any  misrepresentation  by,  or  breach of any
representation  or warranty of,  Purchaser or the Merger Subs  contained in this
Agreement or any document or instrument furnished at the Closing by Purchaser or
the Merger  Subs;  or (B) any breach of any covenant on the part of Purchaser or
the Merger  Subs under this  Agreement.  The  obligation  to  indemnify a party,
pursuant  to this  Section  9,  for an  Indemnifiable                           

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Loss as a result of any misrepresentation by, or breach of any representation or
warranty of, a party  contained in this  Agreement or any document or instrument
furnished  at the Closing or breach of any covenant on the part of a party under
this Agreement shall be referred to herein as an  "Indemnification  Obligation".
Since  following the Closing Merger Sub #1 and Merger Sub #2 will be merged into
CGA and CG Marketing,  respectively,  and CGA and CG Marketing  will be owned by
the Purchaser,  the parties to this Agreement agree that the Acquired  Companies
Shareholders  will have no right of  reimbursement  or contribution  against the
CGA, CG Marketing, Merger Sub #1 or Merger Sub #2 (including without limitation,
any rights of contribution or  reimbursement  under CERCLA,  RCRA or any similar
state or federal law), and any liability,  loss, damage or injury and reasonable
costs and  expenses  (including  reasonable  counsel  fees and costs of any suit
related  thereto)  suffered or incurred by CGA, CG  Marketing,  Merger Sub #1 or
Merger Sub #2 against  which  Purchaser  is  indemnified  and held  harmless  as
provided  above  shall be deemed  suffered by  Purchaser,  which  shall,  either
independently  or jointly  with the Merger  Subs,  be entitled  to enforce  such
indemnity.  Any  examination,  inspection or audit of the properties,  financial
condition  or other  matters  of the  Acquired  Companies  and their  businesses
conducted by Purchaser or the Merger Subs pursuant to this Agreement shall in no
way limit,  affect or impair the ability of Purchaser or the Merger Subs to rely
upon the  representations  and  warranties,  of the Acquired  Companies  and the
Acquired Companies Shareholders set forth herein. Any examination, inspection or
audit of the properties,  financial  condition or other matters of Purchaser and
its subsidiaries and their  businesses  conducted by the Acquired  Companies and
the  Shareholders  pursuant to this Agreement  shall in no way limit,  affect or
impair the  ability of the  Shareholders  to rely upon the  representations  and
warranties of Purchaser and the Merger Subs set forth herein.                   

9.3 Escrow by Acquired Companies Shareholders.                                  

9.3.1  Specific  Contingencies.  In  accordance  with  Section 8.3, the Acquired
Companies Shareholders shall deposit with the Escrow Agent pursuant to the terms
of the escrow agreement attached hereto as Exhibit 9.3 (the "Escrow  Agreement")
Shares  having an  aggregate  Fair Market  Value equal to the  aggregate  of the
amounts  designated  for the  Specific  Contingency  Items (the "First  Escrowed
Shares").  The certificates for such First Escrowed Shares shall be delivered by
Purchaser,  on behalf of the Acquired  Companies  Shareholders,  directly to the
Escrow Agent at Closing. In addition,  if additional Specific  Contingency Items
are  identified  pursuant  to the second  sentence of Section  9.1.1  during the
period set forth in Section 9.1.1,  at the written  instruction of the Purchaser
Second Escrowed Shares deposited with the Escrow Agent pursuant to Section 9.3.2
below  having an  aggregate  Fair Market  Value  equal to the amount  determined
pursuant to the second  sentence of Section 9.1.1 shall be redesignated as First
Escrowed  Shares and retained by Escrow Agent to indemnify the Purchaser and the
Surviving  Corporations  from  any  Indemnifiable  Losses  arising  out of  such
Specific  Contingency  Items pursuant to this Section 9. All or a portion of the
First  Escrowed  Shares held by the Escrow Agent  pursuant to this Section 9.3.1
shall be returned to the Acquired Companies  Shareholders in accordance with the
provisions of Section 9.3.3 as such Specific  Contingency  Items are resolved or
the  applicable  limitations  period  described  in  Section  9.1 for each  such
Specific Contingency Item expires.                                              

9.3.2 General Representations and Warranties.  In addition to the First Escrowed
Shares  described in Section 9.3.1, in accordance with Section 8.3, the Acquired

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Companies Shareholders shall deposit with the Escrow Agent pursuant to the terms
of the Escrow  Agreement,  Shares having an aggregate Fair Market Value equal to
the General Indemnity Amount (the "Second Escrowed Shares" and together with the
First Escrowed Shares, the "Escrowed Shares").  The certificates for such Second
Escrowed  Shares  shall be  delivered  by  Purchaser,  on behalf of the Acquired
Companies  Shareholders,  directly  to the  Escrow  Agent  at the  Closing.  The
"General  Indemnity  Amount"  shall  mean  the  amount  equal  to  (i) 5% of the
aggregate Fair Market Value of the Exchange Shares minus (ii) the aggregate Fair
Market Value of the First Escrowed Shares as of the Closing. All or a portion of
the Second  Escrowed  Shares held by the Escrow  Agent  pursuant to this Section
9.3.2 shall be returned to the Acquired  Companies  Shareholders  in  accordance
with the provisions of Section 9.3.3 as Indemnification Obligations are resolved
or  the   applicable   limitations   period   described   in  Section   9.1  for
Indemnification Obligations expire.                                             

9.3.3  Return of Escrowed  Shares.  Any  Escrowed  Shares that remain  after the
applicable  limitations  period has expired shall be  distributed  by the escrow
agent to the Acquired  Companies  Shareholders based on their pro rata ownership
and after application of the priorities in Section 9.3.4.                       

9.3.4  Priority.  The  Purchaser and the Merger Subs shall be required to obtain
payment for any Indemnifiable Losses arising out of the General  Indemnification
Obligations  pursuant to this  Section 9 first from the Second  Escrowed  Shares
pursuant to the terms of the Escrow  Agreement  before  taking any other  action
against the Acquired Companies  Shareholders with respect to seeking payment for
such Indemnifiable  Losses.  Further, the Acquired Companies  Shareholders shall
indemnify the  Purchaser  and the Merger Subs subject to the following  order of
priority:  (i)  first,  in the event a General  Indemnity  Obligation  is solely
attributable to a single Acquired Company,  the Acquired Companies  Shareholders
of such Acquired Company to which such  Indemnifiable Loss is attributable shall
be  responsible  for  indemnifying  Purchaser  and  the  Merger  Subs  for  such
Indemnifiable  Loss pro rata in accordance with their ownership of such Acquired
Company out of the Second Escrowed Shares attributable to such Acquired Company,
and (ii)  second,  in the event the Shares  which have been  delivered  for such
Acquired  Company have a Fair Market Value less than the  Indemnifiable  Loss in
(i)  above  or if the  Indemnifiable  Loss  can not be  attributed  to a  single
Acquired  Company,  the  remaining  Acquired  Companies  Shareholders  shall  be
responsible  for such  Indemnifiable  Loss on a pro rata basis out of the Second
Escrowed Shares attributable to such other Acquired  Companies.  Notwithstanding
the foregoing,  the  Indemnification  Obligation of the ESOP shall apply to only
its pro rata  share of any  Indemnifiable  Loss (or  portion  thereof)  which is
attributable to CGA.                                                            

9.4 Notification and Defense of Claims.  (a) As promptly as practicable,  and in
any event within 30 days, after Purchaser,  any Merger Sub (or their successors)
or any of their respective assignees, on the one hand, or any Acquired Companies
Shareholder or any of its respective assignees, on the other hand, shall receive
any notice of, or, through any officer or director of Purchaser or any Purchaser
Subsidiary or any Acquired Companies Shareholder,  as the case may be, otherwise
become  aware of,  the  commencement  of any  action,  suit or  proceeding,  the
assertion of any claim,  the  occurrence of any event,  or the incurrence of any
Indemnifiable  Loss, for which  indemnification is provided for (assuming,  only
for the purposes of this Section 9.4(a) and of the terms defined in this Section
9.4(a), that the Minimum Aggregate Liability Amount was zero) by Section 9.2 (an
"Indemnification  Event"),  the  party  entitled  to  such  indemnification     

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(an "Indemnified Party") shall give written notice (an "Indemnification  Claim")
to the party from  which such  indemnification  is (or,  under such  assumption,
could be) sought (an "Indemnifying  Party")  describing in reasonable detail the
Indemnification  Event and the basis on which indemnification is (or, under such
assumption,  could be) sought.  If the Indemnifying  Party is not so notified by
the  Indemnified  Party  within  30 days  after the date of the  receipt  by the
Indemnified  Party or any of its affiliates of notice of, or of the  Indemnified
Party or any of its  affiliates  otherwise  becoming  aware of,  any  particular
Indemnification Event, the Indemnifying Party shall be relieved of all liability
hereunder   in  respect  of  such   Indemnification   Event  (or  the  facts  or
circumstances  giving  rise  thereto)  if,  and only to the  extent  that,  such
Indemnifying  Party is  prejudiced  or harmed as a  consequence  of such failure
(and,  to  such  extent,   all   Indemnifiable   Losses   resulting   from  such
Indemnification  Event shall be disregarded for purposes of determining  whether
the Minimum Aggregate Liability Amount has been exceeded).                      

(b) If any  Indemnification  Event  involves  the  claim of any  third  party (a
"Third-Party  Claim"),  the  Indemnifying  Party shall be  entitled  to, and the
Indemnified  Party  shall  provide  the  Indemnifying  Party  with the right to,
participate in, and assume sole control over, the defense and settlement of such
Third-Party Claim (with counsel of its choice); provided,  however, that (i) the
Indemnified  Party  shall be  entitled  to  participate  in the  defense of such
Third-Party  Claim and to employ  counsel  at its own  expense  to assist in the
handling of such Third-Party Claim and (ii) the Indemnifying  Party shall obtain
the prior written  approval of the  Indemnified  Party before  entering into any
settlement  of  such  Third-Party  Claim  or  ceasing  to  defend  against  such
Third-Party  Claim,  if (1) as a result of such settlement or ceasing to defend,
injunctive or other  equitable  relief would be imposed  against the Indemnified
Party, (2) in the case of a settlement,  the Indemnified Party would not thereby
receive from the claimant an unconditional release from all further liability in
respect of such Third-Party Claim, (3) such settlement involves any non-monetary
consideration  or (4) such  settlement  is in  excess of the  maximum  aggregate
liability set forth in Section 9.6. In the event the Indemnifying Party receives
a  settlement  offer  which  will  meet each the  requirements  set forth in the
preceding  sentence,  the  Indemnifying  Party desires to settle the Third-Party
Claim based upon such offer and the Indemnified Party refuses to consent to such
settlement,  the Indemnifying  Party shall have the right to transfer control of
the defense of such claim to the Indemnified Party and the Indemnifying  Party's
indemnification  obligations  shall be limited to those contained in such offer.
After written notice by the Indemnifying  Party to the Indemnified  Party of its
election to assume  control of the defense of any such  Third-Party  Claim,  the
Indemnifying Party shall not be liable hereunder to indemnify any person for any
legal  expenses   subsequently   incurred  in  connection   therewith.   If  the
Indemnifying  Party does not assume sole control over the defense or  settlement
of such Third-Party  Claim as provided in this Section 9.4(b) within thirty days
after receipt of written  notice under this  Agreement of such claim,  or, after
assuming such control,  fails to defend against such Third-Party Claim (it being
agreed that  settlement of such  Third-Party  Claim does not  constitute  such a
failure to defend), the Indemnified Party shall have the right (as to itself) to
defend and, upon obtaining the written consent of the Indemnifying  Party, which
shall not be unreasonably  withheld or delayed,  settle the claim in such manner
as it may deem appropriate,  and the Indemnifying Party shall promptly reimburse
the   Indemnified   Party   therefor  in   accordance   with  this   Section  9.
Notwithstanding the foregoing provisions of this Section 9.4(b), the Indemnified
Party  shall have the right at all times to take over and assume the control (as
to itself) of the defense or  settlement  of any  Third-Party  Claim;  provided,
however,  that in such event (x) the Indemnifying  Party shall cease to have any
obligation                                                                      

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under Section 9.2 in respect of such Third-Party Claim and (y) all Indemnifiable
Losses resulting from such Third-Party Claim will not be considered for purposes
of determining the Minimum  Aggregate  Liability  Amount has been exceeded.  The
Indemnifying  Party shall not be liable under  Section 9 for any  settlement  or
compromise effected without its consent.                                        

(c) Subject to Section 11.2, the Indemnified  Party and the  Indemnifying  Party
shall each  cooperate  fully (and shall each cause its  affiliates  to cooperate
fully)  with the other in the  defense  of any  Third-Party  Claim  pursuant  to
Section  9.4(b).  Without  limiting the generality of the  foregoing,  each such
person  shall  furnish  the other such  person  with such  documentary  or other
evidence  as is  then  in  its  or any  of  its  affiliates'  possession  as may
reasonably be requested by the other person for the purpose of defending against
any such Third-Party Claim.                                                     

(d) Upon  payment of any  amount  pursuant  to any  Indemnification  Claim,  the
Indemnifying Party shall be subrogated, to the extent of such payment, to all of
the  Indemnified  Party's  rights of recovery  (and,  if the Acquired  Companies
Shareholders are the Indemnifying Parties, the Indemnified Party shall cause the
Acquired  Companies  Shareholders  to be subrogated to all of Purchaser's or the
Acquired  Companies' rights of recovery) against any third party with respect to
the matters to which such Indemnification Claim relates.                        

9.5 Minimum Aggregate Liability.  The Acquired Companies  Shareholders shall not
be  required,  pursuant  to this  Section  9, to  indemnify  and  hold  harmless
Purchaser,  the  Merger  Subs or any of their  respective  assignees  until  the
aggregate  amount of the  Indemnifiable  Losses  exceeds  $450,000 (the "Minimum
Aggregate  Liability Amount"),  after which the Acquired Companies  Shareholders
shall be obligated  to  indemnify  such  Indemnified  Parties for  Indemnifiable
Losses in excess of the Minimum  Aggregate  Liability  Amount;  provided however
that the  foregoing  provisions  of this  Section  9.5  shall  not  apply to any
indemnification  obligation with respect to Indemnifiable  Losses resulting from
the breach of Sections 3.22 and 11.4.                                           

9.6 Maximum Aggregate Liability.  Notwithstanding any other provisions herein to
the  contrary,  the  cumulative  aggregate  Indemnification  Obligations  of the
Acquired  Companies  Shareholders,  on the one hand,  and,  Purchaser and Merger
Subs,  on the other hand,  pursuant to this  Section 9 shall in no event  exceed
fifty percent (50%) of the aggregate  Fair Market Value of the Exchange  Shares.
In  addition,  the  aggregate  Indemnification  Obligation  with respect to each
Specific  Contingency  Item shall be limited to the Escrowed Shares with respect
to such Specific Contingency Item.                                              

9.7 Adjustment. Any payment pursuant to this Section 9 or the Escrow Agreements,
shall be deemed  to be an  adjustment  to the  aggregate  consideration  paid by
Purchaser hereunder.                                                            

9.8 Exclusive Remedy.  The sole and exclusive remedy of Purchaser and the Merger
Subs  for  breach  of any  representation  and  warranty  made  by the  Acquired
Companies or the  Shareholders  or any breach of any covenant or agreement to be
performed by the Shareholders or the Acquired  Companies under this Agreement or
other document or instrument  delivered at the Closing (other than the documents
described in Sections 6.7 and 6.8 for which  Purchaser  shall have such remedies
as are set forth in such documents but not any remedies pursuant to this Section
9)                                                                              

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shall be the  remedies  expressly  provided in this  Section 9 and the  Acquired
Companies Shareholders shall have no other obligations with respect thereto.    

10. TERMINATION.                                                                

10.1  Method  of  Termination.   This  Agreement  constitutes  the  binding  and
irrevocable  agreement  of the parties  hereto to  consummate  the  transactions
contemplated  hereby, the consideration for which is (a) the covenants set forth
in Article 2 hereof,  and (b)  expenditures  and obligations  incurred and to be
incurred by Purchaser and the Merger Subs, on the one hand,  and by the Acquired
Companies and the Shareholders, on the other hand, in respect of this Agreement,
and this Agreement may be terminated or abandoned only as follows:              

10.1.1 By the mutual consent of the Acquired Companies, Purchaser and the Merger
Subs,  notwithstanding  prior approval by the shareholders of any or all of such
corporations;                                                                   

10.1.2 By the Shareholders  and the Acquired  Companies after March 31, 1999, if
any of the conditions set forth in Article 7 hereof,  to which their obligations
are subject,  have not been fulfilled or waived, unless such non-fulfillment has
been  caused by such  party's  breach of any  covenant  or  agreement  contained
herein; or                                                                      

10.1.3 By  Purchaser  and the Merger  Subs after March 31,  1999,  if any of the
conditions set forth in Article 6 hereof, to which their obligations are subject
have not been fulfilled or waived,  unless such  non-fulfillment has been caused
by such party's breach of any covenant or agreement contained herein. .         

10.2 Effect of  Termination.  In the event of a  termination  of this  Agreement
pursuant to Section  10.1.1  hereof,  each party  hereto shall pay the costs and
expenses  incurred by it in connection with this Agreement,  and no party hereto
(or  any of its  officers,  directors,  employees,  agents,  representatives  or
shareholders) shall be liable to any other party hereto for any costs, expenses,
damage  or loss of  anticipated  profits  hereunder.  In the  event of any other
termination,  the parties hereto shall retain any and all rights  attendant to a
breach of any covenant, representation or warranty made hereunder.              

11. GENERAL PROVISIONS.                                                         

11.1 Notices. All notices,  requests, demands and other communications hereunder
shall be in  writing  and  shall  be  deemed  to have  been  delivered  (i) when
personally delivered by a party hereto or by messenger or express courier,  (ii)
when delivered by telex,  telecopier or facsimile (and immediately  confirmed by
mail) or (iii) three (3) business days after having been mailed by registered or
certified mail, return receipt requested, addressed as follows:                 

11.1.1 If to the Acquired Companies or, prior to the Closing, the Shareholders: 

         Computer Graphics of Arizona, Inc..

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19621 N. 23rd Drive       
Phoenix, AZ  85027        
   Attn:    Mr. Ronald L. Jensen
Mr. James K. Martens      

               If to the Shareholders after the Closing:

Ronald L. Jensen          
4812 W. Avenida Del Ray   
Glendale, AZ 85310        

James K. Martens          
11980 E. Desert Trail Road
Scottsdale, AZ 85259      

with a copy to:           

Hughes Hubbard & Reed LLP 
One Battery Park Plaza    
    New York, New York  10004-1482
Attn:  Mr. Ed Kaufmann    

                  11.1.2   If to Purchaser or the Merger Subs:

Acxiom Corporation        
301 Industrial Boulevard  
Conway, AR  72032         
      Attn:    Chief Operating Officer

with copies to:           

Acxiom Corporation        
301 Industrial Boulevard  
Conway, AR  72032         
 Attention:  General Counsel

Friday, Eldredge & Clark  
400 West Capitol Avenue   
Suite 2000                
 Little Rock, Arkansas 72201
Attn: Samuel R. Baxter    

11.1.3 If delivered personally, the date on which a notice, request, instruction
or document is delivered  shall be the date on which such  delivery is made.  If
delivered  by mail,  the date on which  such  notice,  request,  instruction  or
document  is  received  shall be the date of  delivery.  In the  event  any such
notice, request, instruction or document is mailed to a party                   

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in  accordance   with  this  Article  11  and  is  returned  to  the  sender  as
nondeliverable,  then such notice,  request,  instruction  or document  shall be
deemed to have been delivered or received on the fifth day following the deposit
of such notice, request, instruction or document in the United States mails.    

11.1.4 Any party hereto may change its address  specified for notices  herein by
designating a new address by notice in accordance with this Section 11.1.       

11.2 Further Assurances.  Each party hereto covenants that at any time, and from
time  to  time,  after  the  Closing  Date,  it  will  execute  such  additional
instruments  and take such actions as may be  reasonably  requested by the other
parties  hereto to confirm or perfect or  otherwise  to carry out the intent and
purposes of this Agreement.                                                     

11.3  Waiver.  Any failure on the part of any party hereto to comply with any of
its obligations,  agreements or conditions  hereunder may be waived by any other
party hereto to whom such compliance is owed. No waiver of any provision of this
Agreement shall be deemed, or shall constitute, a waiver of any other provision,
whether or not similar, nor shall any waiver constitute a continuing waiver.    

11.4 Expenses.  Subject to Section 3.24, each party to this Agreement shall bear
its  costs  incurred  to  enter  into  the  transactions  contemplated  by  this
Agreement.                                                                      

11.5 Nondisclosure of Terms. The parties hereto agree that, except to the extent
required  by law or by valid legal  process:  (i) each such party will treat all
confidential information (as defined in the Confidentiality  Agreement described
in the immediately  succeeding  sentence) as permanently  confidential;  (ii) no
such party will use any Confidential Information,  other than in connection with
its  consideration  and  evaluation  of the  transaction  contemplated  by  this
Agreement; and (iii) no such party will disclose any Confidential Information to
any person or entity.  The  obligations  in this Section 11.5 are in addition to
the obligations set forth in that certain Confidentiality  Agreement dated as of
March 17, 1998 between  Purchaser and CGA, which shall be binding on the parties
hereto  until  terminated  in  accordance  with  the  terms  thereof.   However,
notwithstanding the preceding sentence, a party hereto may disclose Confidential
Information to those of its  representatives  who need to know such Confidential
Information   for  purposes  of  assisting  such  party  with  the   transaction
contemplated  by this Agreement and who agree or are otherwise  legally bound to
hold such  Confidential  Information  in  confidence.  In addition,  the parties
hereto agree that the trustees of the ESOP, or their designees, may disclose the
terms and conditions of the  transactions  contemplated  hereby,  and such other
information as such trustees or their  designees deem reasonably  necessary,  to
the  participants of such plan to permit the participants to vote, or direct the
trustee  to vote,  the  shares of CGA  allocated  to such  participants  on such
transactions.  All  Confidential  Information is and will remain the property of
the disclosing  party.  Each party hereto  represents and warrants that prior to
the  execution  hereof  they have not  disclosed  any of the terms,  conditions,
obligations  or matters  contained  in or  relating  to this  Agreement  and the
transactions  contemplated  herein,  if such disclosure would have violated this
Section 11.5.                                                                   

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11.6 Materiality. When an item in this Agreement is characterized as "material,"
such item shall be deemed  "material"  even  though  individually  it may not be
material,  or even  though  the  individual  adverse  effect  on the  assets  or
businesses of all or any one of the Acquired  Companies may not be material,  if
the  liability,  loss,  damage or injury  (including  all  reasonable  costs and
expenses  related thereto)  arising from any  misrepresentation  or other breach
under this  Agreement in  connection  with such item and any other item or items
(regardless  of  their  characterization  as  material)  are  in  the  aggregate
material.                                                                       

11.7 Binding Effect.  No party to this Agreement may assign any of its rights or
obligations  hereunder  without the prior written  consent of the other parties.
This  Agreement  shall be binding  upon and inure to the  benefit of the parties
hereto  and  their   respective   heirs,   legal   representatives,   executors,
administrators,  successors and assigns.  The invalidity or nonenforceability of
this  Agreement  as  to  any  Shareholder  shall  not  affect  the  validity  or
enforceability of this Agreement as to any other Shareholder.                   

11.8  Headings.  The section and other  headings in this  Agreement are inserted
solely as a matter of convenience and for reference,  and are not a part of this
Agreement.                                                                      

11.9 Entire Agreement. This Agreement constitutes the entire agreement among the
parties hereto and supersedes and cancels any prior agreements, representations,
warranties, or communications, whether oral or written, among the parties hereto
relating to the transactions  contemplated  hereby or the subject matter herein,
except for that  certain  Confidentiality  Agreement  dated as of March 17, 1998
between  Purchaser  and CGA which shall be binding on the parties  hereto  until
terminated in accordance with the terms thereof.  Neither this Agreement nor any
provision hereof may be changed,  waived,  discharged or terminated  orally, but
only by an  agreement in writing  signed by the party  against whom or which the
enforcement of such change, waiver, discharge or termination is sought.         

11.10  Governing  Law.  This  Agreement  shall be governed by and  construed  in
accordance with the laws of the State of Arkansas.                              

11.11 Counterparts.  This Agreement may be executed in two or more counterparts,
each of which  shall be  deemed an  original,  but all of which  together  shall
constitute one and the same instrument.                                         

11.12  Pronouns.  All  pronouns  used  herein  shall be  deemed  to refer to the
masculine, feminine or neuter gender as the context requires.                   

11.13  Exhibits  Incorporated.  All Exhibits  attached  hereto are  incorporated
herein by reference.                                                            

11.14 No Shareholder  Approval.  Notwithstanding the execution of this Agreement
by an Acquired Company Shareholder,  such execution shall not represent approval
of or a vote to approve the Acquired  Companies  Mergers by such shareholder and
such approval shall only be provided  pursuant to a shareholders'  meeting held,
or a written consent obtained,  in accordance                                   

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with applicable law. The Purchaser and the Merger Subs shall be entitled to rely
upon the certified  resolutions  required by Section  8.2.1(f) at the Closing as
evidence of such shareholder approval.                                          

[SIGNATURE PAGES TO FOLLOW] 

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                  IN WITNESS  WHEREOF,  each party hereto has executed or caused
this Agreement to be executed on its behalf, all on the day and year first above
written.                                                                        

PURCHASER:                                                                      

Acxiom Corporation                                                              

By                                                                              
Name:                                                                           
Title:                                                                          

ACQUIRED COMPANIES:                                                             

Computer Graphics of Arizona, Inc.                                              

By                                                                              
Name:                                                                           
Title:                                                                          

CG Marketing of Arizona, Inc.                                                   

By                                                                              
Name:                                                                           
Title:                                                                          

Enstech Resources, Inc.                                                         

By                                                                              
Name:                                                                           
Title:                                                                          

Norman, Riley & Associates, Inc.                                                

By                                                                              
Name:                                                                           
Title:                                                                          

Vi-Tech, Inc.                                                                   

By                                                                              
Name:                                                                           
Title:                                                                          

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MERGER SUBS:                                                                    

CGA Acquisition Corporation #1                                                  

By                                                                              
Name:                                                                           
Title:                                                                          

CGA Acquisition Corporation #2                                                  

By                                                                              
Name:                                                                           
Title:                                                                          

CGA Acquisition Corporation #3                                                  

By                                                                              
Name:                                                                           
Title:                                                                          

SHAREHOLDERS:                                                                   

Ronald L. Jensen                              James K. Martens                  

Ronald L. Jensen, Trustee of the              James K. Martens, Co-Trustee of   
Ronald L. Jensen Revocable                    the James K. Martens and          
Trust dated December 11, 1989                 Constance Jean Martens Trust      
                                  dated December 5, 1989

Ronald L. Jensen, Trustee of the              Constance Jean Martens, Co-Trustee
Clara L. Jensen Revocable                     of James K. Martens, Co-Trustee of
Trust dated December 11, 1989                 Constance Jean Martens Trust      
                                  dated December 5, 1989

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LIST OF EXHIBITS

EXHIBITS                                                                        

A                 Definition Cross-Reference Index                              

B                 Acquired Companies Shareholders.                              

C1                Plan of Merger #1                                             

C2                Plan of Merger #2                                             

C3                Plan of Merger #3                                             

2.3.1             Conduct of Business Prior to Closing.                         

2.3.2             List of Bank Accounts, Investment Accounts, Safe Deposit Boxes
and Powers of Attorney.                     

2.9               Form of Covenant Not to Compete                               

2.11.4            ESOP Matters.                                                 

3.1.2             List of Foreign Jurisdictions Where There is Good Standing    
Status.                                     

3.2               Articles of Incorporation and Bylaws of the Acquired Companies

3.5.1             1996 Financial Statements, 1997 Financial Statements and      
Interim Financial Statements.               

3.5.2             List of Liabilities Not Disclosed in the Interim Financial    
Statements.                                 

3.5.3             List of Defaults.                                             

3.6               List of Tax Matters.                                          

3.7.1.1           List of Fixed Assets owned by the Acquired Companies;         
Depreciation Schedules.                     

3.7.1.2           List of Leases.                                               

3.7.2             Acquired Company Owned Real Property                          

3.8               Indebtedness of the Acquired Companies.                       

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3.9               List of Accounts Receivable and Notes Receivable.             

3.10              List of Required Consents.                                    

3.11              List of Changes.                                              

3.13              List of Licenses and Permits.                                 

3.14              List of Contracts.                                            

3.15.1            List of Trademarks, Trade Names, Service Marks, Service Names,
Etc.                                        

3.15.2            List of Owned Software, List of Licensed Software; List of    
Problems with Software Licenses.            

3.16              Labor Matters.                                                

3.17              List of Benefit Plans.                                        

3.18              Acquired Companies Customers                                  

3.19              List of Environmental Matters.                                

3.20              Insurance Changes                                             

3.21              List of Related Party Relationships.                          

3.23              Loans or Advances.                                            

4.2               Affiliate Agreements.                                         

5.3               Capitalization.                                               

5.4               Purchaser Subsidiaries.                                       

5.12              Labor Matters.                                                

6.5               Consents Required at Closing.                                 

6.11              Other Closing Conditions.                                     

8.2.2             Percentage Allocation of Shares                               

9.3               Escrow Agreement.                                             

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                                                                         Annex B
10-1301. Definitions                                                            

In this article, unless the context otherwise requires:                         

1. "Beneficial shareholder" means the person who is a beneficial owner of shares
held in a voting trust or by a nominee as the record shareholder.               

2.  "Corporation"  means the issuer of the shares held by a dissenter before the
corporate  action or the surviving or acquiring  corporation  by merger or share
exchange of that issuer.                                                        

3.  "Dissenter"  means a shareholder  who is entitled to dissent from  corporate
action under section 10-1302 and who exercises that right when and in the manner
required by article 2 of this chapter.                                          

4. "Fair  value" with  respect to a  dissenter's  shares  means the value of the
shares  immediately before the effectuation of the corporate action to which the
dissenter objects, excluding any appreciation or depreciation in anticipation of
the corporate action unless exclusion is inequitable.                           

5.  "Interest"  means interest from the effective  date of the corporate  action
until the date of payment at the average rate currently paid by the  corporation
on its  principal  bank loans or, if none,  at a rate that is fair and equitable
under the circumstances.                                                        

6. "Record  shareholder" means the person in whose name shares are registered in
the records of a corporation or the beneficial  owner of shares to the extent of
the rights granted by a nominee certificate on file with a corporation.         

7. "Shareholder" means the record shareholder or the beneficial shareholder.    

10-1302. Right to dissent                                                       

A. A  shareholder  is  entitled to dissent  from and obtain  payment of the fair
value of the shareholder's shares in the event of any of the following corporate
actions:                                                                        

1.  Consummation  of a plan of  merger to which  the  corporation  is a party if
either:                                                                         

(a)  Shareholder  approval is required for the merger by section  10-1103 or the
articles  of  incorporation  and if the  shareholder  is entitled to vote on the
merger.                                                                         

(b) The corporation is a subsidiary that is merged with its parent under section
10-1104.                                                                        

2.  Consummation of a plan of share exchange to which the corporation is a party
as the corporation whose shares will be acquired, if the shareholder is entitled
to vote on the plan.                                                            

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3.  Consummation  of a sale  or  exchange  of all  or  substantially  all of the
property  of the  corporation  other  than in the  usual and  regular  course of
business,  if the  shareholder  is  entitled  to vote on the  sale or  exchange,
including a sale in  dissolution,  but not  including a sale pursuant to a court
order or a sale for cash pursuant to a plan by which all or substantially all of
the net proceeds of the sale will be distributed to the shareholders  within one
year after the date of sale.                                                    

4. An amendment of the articles of  incorporation  that materially and adversely
affects rights in respect of a dissenter's shares because it either:            

(a) Alters or abolishes a preferential right of the shares.                     

(b) Creates,  alters or abolishes a right in respect of redemption,  including a
provision  respecting a sinking fund for the  redemption or  repurchase,  of the
shares.                                                                         

(c)  Alters or  abolishes  a  preemptive  right of the  holder of the  shares to
acquire shares or other securities.                                             

(d)  Excludes  or  limits  the right of the  shares to vote on any  matter or to
cumulate votes other than a limitation by dilution through issuance of shares or
other securities with similar voting rights.                                    

(e) Reduces  the number of shares  owned by the  shareholder  to a fraction of a
share if the  fractional  share so  created  is to be  acquired  for cash  under
section 10-604.                                                                 

5. Any corporate  action taken pursuant to a shareholder  vote to the extent the
articles of incorporation,  the bylaws or a resolution of the board of directors
provides  that  voting or  nonvoting  shareholders  are  entitled to dissent and
obtain payment for their shares.                                                

B. A  shareholder  entitled to dissent and obtain  payment for his shares  under
this chapter may not challenge the corporate  action creating the  shareholder's
entitlement  unless the action is unlawful  or  fraudulent  with  respect to the
shareholder or the corporation.                                                 

C. This  section  does not apply to the holders of shares of any class or series
if the  shares of the  class or series  are  redeemable  securities  issued by a
registered  investment company as defined pursuant to the investment company act
of 1940 (15 United States Code section 80a-1 through 80a-64).                   

D. Unless the articles of  incorporation of the corporation  provide  otherwise,
this section does not apply to the holders of shares of a class or series if the
shares of the class or series were registered on a national securities exchange,
were  listed on the  national  market  systems of the  national  association  of
securities dealers automated quotation system or were held of record by at least
two  thousand  shareholders  on the date  fixed to  determine  the  shareholders
entitled to vote on the proposed corporate action.                              

10-1303. Dissent by nominees and beneficial owners                              

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A. A record  shareholder may assert  dissenters'  rights as to fewer than all of
the  shares  registered  in the  record  shareholder's  name only if the  record
shareholder  dissents with respect to all shares  beneficially  owned by any one
person and notifies the  corporation  in writing of the name and address of each
person on whose behalf the record shareholder  asserts  dissenters'  rights. The
rights of a partial  dissenter  under this  subsection  are determined as if the
shares as to which the record shareholder  dissents and the record shareholder's
other shares were registered in the names of different shareholders.            

B. A beneficial  shareholder may assert  dissenters' rights as to shares held on
the beneficial shareholder's behalf only if both:                               

1.  The  beneficial   shareholder   submits  to  the   corporation   the  record
shareholder's  written  consent  to the  dissent  not  later  than  the time the
beneficial shareholder asserts dissenters' rights.                              

2. The  beneficial  shareholder  does so with respect to all shares of which the
beneficial   shareholder  is  the  beneficial  shareholder  or  over  which  the
beneficial shareholder has power to direct the vote.                            

10-1320. Notice of dissenters' rights                                           

A. If proposed  corporate  action  creating  dissenters'  rights  under  section
10-1302 is submitted to a vote at a  shareholders'  meeting,  the meeting notice
shall  state that  shareholders  are or may be  entitled  to assert  dissenters'
rights under this article and shall be accompanied by a copy of this article.   

B. If corporate  action  creating  dissenters'  rights under section  10-1302 is
taken without a vote of  shareholders,  the corporation  shall notify in writing
all shareholders entitled to assert dissenters' rights that the action was taken
and shall send them the dissenters' notice described in section 10-1322.        

10-1321. Notice of intent to demand payment                                     

A. If proposed  corporate  action  creating  dissenters'  rights  under  section
10-1302 is submitted to a vote at a  shareholders'  meeting,  a shareholder  who
wishes to assert dissenters' rights shall both:                                 

1. Deliver to the  corporation  before the vote is taken  written  notice of the
shareholder's  intent  to demand  payment  for the  shareholder's  shares if the
proposed action is effectuated.                                                 

2. Not vote the shares in favor of the proposed action.                         

B. A shareholder  who does not satisfy the  requirements of subsection A of this
section is not entitled to payment for the shares under this article.           

10-1322. Dissenters' notice                                                     

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A. If proposed  corporate  action  creating  dissenters'  rights  under  section
10-1302 is authorized at a shareholders'  meeting, the corporation shall deliver
a written  dissenters' notice to all shareholders who satisfied the requirements
of section 10-1321.                                                             

B.  The  dissenters'  notice  shall be sent no later  than  ten days  after  the
corporate action is taken and shall:                                            

1. State where the payment  demand must be sent and where and when  certificates
for certificated shares shall be deposited.                                     

2. Inform holders of uncertificated shares to what extent transfer of the shares
will be restricted after the payment demand is received.                        

3.  Supply a form for  demanding  payment  that  includes  the date of the first
announcement  to news  media or to  shareholders  of the  terms of the  proposed
corporate action and that requires that the person asserting  dissenters' rights
certify  whether or not the person acquired  beneficial  ownership of the shares
before that date.                                                               

4. Set a date by which the corporation  must receive the payment  demand,  which
date  shall be at least  thirty  but not more than sixty days after the date the
notice provided by subsection A of this section is delivered.                   

5. Be accompanied by a copy of this article.                                    

10-1323. Duty to demand payment                                                 

A. A shareholder  sent a dissenters'  notice  described in section 10-1322 shall
demand payment, certify whether the shareholder acquired beneficial ownership of
the shares  before the date required to be set forth in the  dissenters'  notice
pursuant  to  section  10-1322,  subsection  B,  paragraph  3  and  deposit  the
shareholder's certificates in accordance with the terms of the notice.          

B. A shareholder who demands payment and deposits the shareholder's certificates
under  subsection  A of this section  retains all other rights of a  shareholder
until  these  rights are  canceled  or  modified  by the taking of the  proposed
corporate action.                                                               

C.  A  shareholder  who  does  not  demand  payment  or  does  not  deposit  the
shareholder's  certificates if required, each by the date set in the dissenters'
notice,  is not  entitled to payment  for the  shareholder's  shares  under this
article.                                                                        

10-1324. Share restrictions                                                     

A. The corporation may restrict the transfer of  uncertificated  shares from the
date the  demand for their  payment is  received  until the  proposed  corporate
action is taken or the restrictions are released under section 10-1326.         

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B. The person for whom  dissenters'  rights are  asserted  as to  uncertificated
shares retains all other rights of a shareholder until these rights are canceled
or modified by the taking of the proposed corporate action.                     

10-1325. Payment                                                                

A. Except as  provided in section  10-1327,  as soon as the  proposed  corporate
action is taken,  or if such  action is taken  without a  shareholder  vote,  on
receipt  of a payment  demand,  the  corporation  shall pay each  dissenter  who
complied  with section  10-1323 the amount the  corporation  estimates to be the
fair value of the dissenter's shares plus accrued interest.                     

B. The payment shall be accompanied by all of the following:                    

1. The  corporation's  balance  sheet as of the end of a fiscal  year ending not
more than sixteen  months  before the date of payment,  an income  statement for
that year, a statement of changes in shareholders'  equity for that year and the
latest available interim financial statements, if any.                          

2. A statement of the corporation's estimate of the fair value of the shares.   

3. An explanation of how the interest was calculated.                           

4. A statement of the dissenter's right to demand payment under section 10-1328.

5. A copy of this article.                                                      

10-1326. Failure to take action                                                 

A. If the corporation  does not take the proposed action within sixty days after
the date set for  demanding  payment  and  depositing  share  certificates,  the
corporation  shall return the  deposited  certificates  and release the transfer
restrictions imposed on uncertificated shares.                                  

B.  If  after   returning   deposited   certificates   and  releasing   transfer
restrictions,  the corporation  takes the proposed  action,  it shall send a new
dissenters'  notice under  section  10-1322 and shall repeat the payment  demand
procedure.                                                                      

10-1327. After-acquired shares                                                  

A. A corporation may elect to withhold  payment required by section 10-1325 from
a dissenter  unless the dissenter was the beneficial  owner of the shares before
the  date  set  forth  in the  dissenters'  notice  as  the  date  of the  first
announcement  to news  media or to  shareholders  of the  terms of the  proposed
corporate action.                                                               

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B. To the extent the corporation  elects to withhold  payment under subsection A
of this section,  after taking the proposed  corporate action, it shall estimate
the fair value of the shares plus accrued  interest and shall pay this amount to
each dissenter who agrees to accept it in full  satisfaction of his demand.  The
corporation  shall send with its offer a statement  of its  estimate of the fair
value of the shares,  an  explanation  of how the interest was  calculated and a
statement of the dissenters' right to demand payment under section 10-1328.     

10-1328. Procedure if shareholder dissatisfied with payment or offer            

A. A dissenter  may notify the  corporation  in writing of the  dissenter's  own
estimate of the fair value of the dissenter's  shares and amount of interest due
and either demand payment of the  dissenter's  estimate,  less any payment under
section  10-1325,  or reject the  corporation's  offer under section 10-1327 and
demand payment of the fair value of the dissenter's  shares and interest due, if
either:                                                                         

1. The dissenter  believes that the amount paid under section 10-1325 or offered
under section 10-1327 is less than the fair value of the  dissenter's  shares or
that the interest due is incorrectly calculated.                                

2. The corporation fails to make payment under section 10-1325 within sixty days
after the date set for demanding payment.                                       

3. The corporation,  having failed to take the proposed action,  does not return
the deposited certificates or does not release the transfer restrictions imposed
on  uncertificated  shares  within  sixty days after the date set for  demanding
payment.                                                                        

B. A dissenter  waives the right to demand payment under this section unless the
dissenter  notifies the corporation of the  dissenter's  demand in writing under
subsection A of this section  within thirty days after the  corporation  made or
offered payment for the dissenter's shares.                                     

10-1330. Court action                                                           

A. If a  demand  for  payment  under  section  10-1328  remains  unsettled,  the
corporation  shall commence a proceeding  within sixty days after  receiving the
payment  demand and shall  petition the court to determine the fair value of the
shares and accrued interest. If the corporation does not commence the proceeding
within the sixty day period,  it shall pay each  dissenter  whose demand remains
unsettled the amount demanded.                                                  

B. The  corporation  shall  commence the  proceeding  in the court in the county
where a  corporation's  principal  office or, if none in this  state,  its known
place of  business  is  located.  If the  corporation  is a foreign  corporation
without  a known  place  of  business  in this  state,  it  shall  commence  the
proceeding  in the county in this state where the known place of business of the
domestic corporation was located.                                               

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C. The corporation  shall make all dissenters,  whether or not residents of this
state,  whose demands remain unsettled parties to the proceeding as in an action
against  their  shares,  and all  parties  shall  be  served  with a copy of the
petition.  Nonresidents  may be served by certified  mail or by  publication  as
provided by law or by the Arizona rules of civil procedure.                     

D. The  jurisdiction  of the court in which the  proceeding  is commenced  under
subsection  B of this  section is plenary  and  exclusive.  There is no right to
trial by jury in any  proceeding  brought  under  this  section.  The  court may
appoint a master to have the powers and  authorities as are conferred on masters
by law, by the Arizona rules of civil  procedure or by the order of appointment.
The master's report is subject to exceptions to be heard before the court,  both
on the law and the facts.  The  dissenters  are  entitled to the same  discovery
rights as parties in other civil proceedings.                                   

E. Each dissenter made a party to the proceeding is entitled to judgment either:

1. For the amount, if any, by which the court finds the fair value of his shares
plus interest exceeds the amount paid by the corporation.                       

2. For the fair value plus accrued  interest of the  dissenter's  after-acquired
shares for which the  corporation  elected to  withhold  payment  under  section
10-1327.                                                                        

10-1331. Court costs and attorney fees                                          

A. The court in an appraisal  proceeding  commenced  under section 10-1330 shall
determine all costs of the proceeding, including the reasonable compensation and
expenses of any master  appointed by the court. The court shall assess the costs
against the corporation, except that the court shall assess costs against all or
some of the  dissenters  to the extent the court  finds that the fair value does
not materially exceed the amount offered by the corporation pursuant to sections
10-1325 and 10-1327 or that the dissenters acted arbitrarily, vexatiously or not
in good faith in demanding payment under section 10-1328.                       

B. The court may also assess the fees and expenses of attorneys  and experts for
the respective parties in amounts the court finds equitable either:             

1. Against the  corporation  and in favor of any or all  dissenters if the court
finds that the corporation did not substantially comply with the requirements of
article 2 of this chapter.                                                      

2. Against the dissenter and in favor of the corporation if the court finds that
the fair value does not materially  exceed the amount offered by the corporation
pursuant to sections 10-1325 and 10-1327.                                       

3. Against either the  corporation or a dissenter in favor of any other party if
the court finds that the party  against  whom the fees and expenses are assessed
acted  arbitrarily,  vexatiously or not in good faith with respect to the rights
provided by this chapter.                                                       

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C. If the court finds that the services of an attorney for any dissenter were of
substantial benefit to other dissenters similarly situated and that the fees for
those services  should not be assessed  against the  corporation,  the court may
award to these  attorneys  reasonable fees to be paid out of the amounts awarded
the dissenters who were benefitted.                                             

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                                                                         Annex C
UNITED STATES 
SECURITIES AND EXCHANGE COMMISSION
 Washington, D. C. 20549

 FORM 10-K

(Mark One)                                                                      

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE   
ACT OF 1934                                                           

For the fiscal year ended March 31, 1998

OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES        
EXCHANGE   ACT OF 1934                                                

For the transition period from ---------- to ----------.              

Commission file number 0-13163

ACXIOM CORPORATION
(Exact name of registrant as specified in its charter)

      DELAWARE                                71-0581897
(State or other jurisdiction of                  (I.R.S. Employer   
incorporation or organization)                 Identification No.)

P.O. BOX 2000, 301 INDUSTRIAL BOULEVARD, CONWAY, ARKANSAS 72033-2000
       (Address of principal executive offices)           (Zip Code)

(501) 336-1000
(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

 Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $.10 Par Value
(Title of Class)

 Preferred Stock Purchase Rights
(Title of Class)

Indicate  by check  mark  whether  the  registrant:  (1) has filed  all  reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]                        

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]                                                                  

The  aggregate  market value of the voting stock held by  non-affiliates  of the
registrant,  based upon the closing sale price of the registrant's Common Stock,
$.10 par value per share, as of June 17, 1998 as reported on the Nasdaq National
Market,  was approximately  $875,422,220.  (For purposes of determination of the
above stated amount only, all directors,  officers and 10% or more  shareholders
of the registrant are presumed to be affiliates.)                               

The number of shares of Common Stock,  $.10 par value per share,  outstanding as
of June 17, 1998 was 52,479,289.                                                

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 DOCUMENTS INCORPORATED BY REFERENCE

     Portions of the  registrant's  Annual Report to Shareholders for the fiscal
year ended March 31, 1998 ("Annual  Report") are  incorporated by reference into
Parts I and II.                                                                 

     Portions  of the Proxy  Statement  for the Annual  Meeting of  Shareholders
("1998 Proxy Statement") are incorporated by reference into Part III.           

Forward-Looking Statements or Information                                       

     Certain  statements in this filing and elsewhere  (such as in other filings
by the Company  with the  Securities  and  Exchange  Commission  ("SEC"),  press
releases,  presentations  by the Company or its management and oral  statements)
may constitute  "forward-looking  statements"  within the meaning of the Private
Securities  Litigation  Reform  Act of  1995.  Such  forward-looking  statements
involve  known and unknown  risks,  uncertainties,  and other  factors which may
cause the actual  results,  performance  or  achievements  of the  Company to be
materially  different  from any  future  results,  performance  or  achievements
expressed  or implied  by such  forward-looking  statements.  Such  factors  are
discussed   below   under  the   heading   "Additional   Information   Regarding
Forward-Looking  Statements"  and  include,  among other  things,  the  possible
adoption of legislation or industry regulation concerning certain aspects of the
Company's business;  the removal of data sources and/or marketing lists from the
Company;  the  ability  of the  Company  to retain  customers  who are not under
long-term contracts with the Company;  technology challenges; Year 2000 software
issues; the risk of damage to the Company's data centers or interruptions in the
Company's  telecommunications  links;  acquisition  integration;  the effects of
postal rate increases; and other market factors.                                

PART I

Item 1.  Business                                                               

General                                                                         

     The Company is in the business of data delivery and information integration
and management for customers in the United States and the United  Kingdom,  and,
to a  smaller  extent,  Canada,  Europe  and  Malaysia.  While  in the  past the
Company's traditional business was focused upon the provision of data processing
and related  computer-based  services mainly to direct marketing  organizations,
the Company's  business has expanded in recent years beyond the direct marketing
industry.  For some of its major customers,  the Company provides  assistance in
the form of information/database  management,  data center management and/or the
provision of data, the primary purpose of which may be for activities other than
direct  marketing.  For  example,  the  Company's  largest  customer,   Allstate
Insurance Company, uses the Company's  information  management services and data
for  the  purpose  of  underwriting  insurance.  The  Company's  second  largest
customer, Trans Union Corporation,  one of the three major credit bureaus in the
U.S., has among other things  outsourced the operation of its data center to the
Company.                                                                        

     In the traditional direct marketing area, the Company is one of the leading
providers of computer-based  marketing  information services and marketing data.
The Company offers a broad range of services and data to direct marketers and to
other  businesses  which utilize direct  marketing  techniques  such as targeted
direct mail,  database  marketing and data warehousing.  The Company assists its
customers with the marketing process,  including project design,  list brokering
and management,  list cleaning,  list enhancement and list production,  database
creation and management, and fulfillment and consumer response analysis.        

Corporate Information                                                           

     The Company was originally  incorporated in 1969 as Demographics,  Inc., an
Arkansas corporation which later became known as Conway Communications Exchange,
Inc. In connection  with its initial  public  offering in 1983,  the Company was
reincorporated  in  Delaware  as CCX  Network,  Inc.  In 1988,  the name  Acxiom
Corporation was adopted. The Company is headquartered in Conway,  Arkansas,  and
has additional operations in twenty-four                                        

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states, the District of Columbia, Canada, France, the Netherlands, the U.K., and
Malaysia. The Company's Internet address is http://www.acxiom.com.              

     Several  acquisitions  were completed by the Company during the past fiscal
year. Effective October 1, 1997, the Company acquired the stock of MultiNational
Concepts, Ltd.  ("MultiNational"),  and Catalog Marketing Services,  Inc., d/b/a
Shop the World by Mail ("Shop The World").  MultiNational is the largest leading
international  mailing  list and  database  maintenance  provider  for  consumer
catalogers  interested  in  developing  foreign  markets.  Shop The World is the
global  industry  leader  in  cooperative   customer  acquisition  programs  and
represents  the  first  cataloger  to be added  to  Acxiom's  portfolio  of data
maximization  businesses.  See the detailed  description of both MultiNational's
and  Shop The  World's  businesses  below  under  "The  Company's  Products  and
Services, Acxiom Data Products Division."                                       

 Effective October 1, 1997, the Company purchased all of the general and
limited partnership  interests in Buckley Dement,  L.P. ("Buckley  Dement"),  as
well as the assets of its affiliated  company, KM Lists,  Incorporated  ("KML").
Buckley Dement,  the oldest direct marketing company in the U.S.,  provides list
brokerage, list management, promotional mailing and fulfillment, and merchandise
order processing to pharmaceutical, health care, and other commercial customers.
Buckley  Dement is the  leading  manager  of eleven  companies  licensed  by the
American  Medical  Association  ("AMA")  to sell the AMA's  proprietary  list of
physicians.  See the detailed  description  of Buckley  Dement's  business below
under "The Company's Products and Services,  Acxiom Services Division and Acxiom
International Division."                                                        

The past year's acquisitions were preceded by two acquisitions in the 
prior  year,  when the  Company  purchased  substantially  all of the assets and
assumed certain liabilities of Direct  Media(TM)/DMI,  Inc., and acquired all of
the outstanding  capital stock of Pro CD(R),  Inc. The former,  the largest list
management/list brokerage operation in the world, provides list management, list
brokerage  and  other  list  consulting  services  to  business-to-business  and
consumer  list owners and mailers.  See "The  Company's  Products and  Services,
Acxiom Data Products Division" below. The latter provides reference data derived
from telephone  directories for the U.S. and Canada. See "The Company's Products
and Services, Acxiom Data Products Division" below.                             

     In  addition  to the  foregoing  acquisitions,  in July 1997,  the  Company
completed  an  initial   investment  of  approximately  $4  million  in  Bigfoot
International,  Inc. ("Bigfoot"), an emerging company that provides services and
tools for Internet E-mail users. The Company completed a second investment of $4
million in  Bigfoot in June 1998.  See the  detailed  description  of  Bigfoot's
business below under "The Company's Products and Services,  Acxiom Data Products
Division."                                                                      

     The  Company's  Board of  Directors  adopted a  shareholder  rights plan in
February  1998. The plan provides for a dividend  distribution  of one preferred
stock  purchase  right (a "Right") for each  outstanding  share of common stock,
distributed  to  stockholders  of record on February 9, 1998. The Rights will be
exercisable  only if a person or group acquires  twenty percent (20%) or more of
the Company's  common stock or announces a tender offer for twenty percent (20%)
or more of the common  stock.  Each Right will entitle  stockholders  to buy one
one-thousandth  of a share of newly created  Participating  Preferred Stock, par
value $1.00 per share,  of the Company at an initial  exercise price of $100 per
Right.  If a person  acquires  twenty  percent  (20%)  or more of the  Company's
outstanding  common stock, each Right will entitle its holder to purchase common
stock  (or,  in certain  circumstances,  Participating  Preferred  Stock) of the
Company having a market value at that time of twice the Right's  exercise price.
Under certain  conditions,  each Right will entitle its holder to purchase stock
of an acquiring  company at a discount.  Rights held by the twenty percent (20%)
holder will  become  void.  The Rights  will expire on February 9, 2008,  unless
earlier redeemed by the Board at $0.01 per Right.                               

     The plan is intended to protect  the Company and its  stockholders  against
unfair or coercive  takeover  tactics and offers which may not provide  adequate
value to the stockholders.  The plan was not adopted in response to an effort to
acquire  control of the Company and is similar to stockholder  protective  plans
adopted by many other companies. The rights agreement does not in any way weaken
the  Company's  financial  strength or interfere  with its business  plans.  The
issuance of the Rights has no dilutive effect, will not affect reported earnings
per share,  is not  taxable to the  Company  or its  stockholders,  and will not
change the way in which the Company's shares are traded.                        

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     On May 26, 1998,  the Company  entered into an Agreement and Plan of Merger
(the  "Merger  Agreement"),  among the Company,  ACX  Acquisition  Co.,  Inc., a
wholly-owned  subsidiary of the Company,  and May & Speh, Inc. ("May & Speh"), a
company  based in  Downers  Grove,  Illinois.  Under  the  terms  of the  Merger
Agreement,  the Company will exchange 0.80 shares of the Company's  common stock
for each share of May & Speh common  stock.  It is expected that the merger will
give the Company additional  strengths in predictive  modeling,  software,  data
warehousing,  and data center  outsourcing.  The combined  entity will  continue
under the Acxiom name.  The Merger  Agreement,  which has been  approved by both
companies'  Boards of  Directors,  is  subject  to  regulatory  and  shareholder
approval.  The Company anticipates that the merger will be consummated in August
1998.                                                                           

     With the May & Speh  merger,  Chicago  will  become  the  Company's  second
largest  location by adding over 650 May & Speh  associates.  In connection with
this merger,  on June 4, 1988,  the Company filed a Current  Report on Form 8-K,
Commission File No. 0-13163.                                                    

Technology Applications                                                         

     In the past, the Company relied heavily in its traditional  data processing
business upon the use of mainframe hardware (older and less expensive  versions)
for  batch  processing,   and  utilized  more  current  technology  for  on-line
processing.  Due to increased  customer  demand for access to  information,  the
Company  has begun  using  faster and more  cost-effective  ways to deliver  its
services  through  client/server  and  networking  solutions.  The  Company  has
incorporated a number of new strategies  into its  processing  environment:  (1)
Several  of  the  Company's  core   application   systems   products  have  been
re-engineered  to  run  on  open  systems  platforms  or a  parallel  processing
architecture,   thereby  allowing  the  Company  to  significantly   reduce  its
processing  cycle time and improve the scalability of its legacy list processing
applications;  (2)  Dedicated  stand-alone  mainframes  have  been  utilized  as
attached  processors to the  Company's  computing  enterprise,  resulting in the
ability to off-load high volume list  processing  work onto cost  efficient data
processing  platforms;  (3) The Company  installed a Local Area Network  ("LAN")
system and implemented  extensive use of personal computers ("PCs") as front-end
client workstations, providing a graphical user interface ("GUI") front-end user
access  capability  to all internal and  customer  applications,  as well as the
ability to institute a client/server  architecture within the Company's existing
computing  enterprise.  The Company has also set up a LAN dedicated for Internet
E-Commerce purposes as well as a Wide Area Network ("WAN") for customer decision
support system ("DSS") client  connections;  and (4) Relationships  with several
third party database and DSS software  providers have been developed pursuant to
which the Company is authorized to sublicense the DSS products of such providers
as part of its  overall  customer  solution.  The third party  database  and DSS
providers  with whom the  Company  currently  has  alliances  are  International
Business  Machines,   Inc.;  Oracle  Corporation;   Red  Brick  Systems,   Inc.;
Microstrategy,  Inc.;  Arbor  Software  Corporation;  Trajecta,  Inc.;  Business
Objects, Inc.; Appsource Corporation;  Exchange Applications, Inc.; and Informix
Software, Inc.                                                                  

     In addition,  the Company has recently  announced  the  development  of new
application   technology   that  will  deliver  data  to  its  customers  via  a
revolutionary  on-line data access and  delivery  system.  This new  technology,
introduced as the Acxiom Data  Network(SM),  will allow the  Company's  customer
data warehouses,  independent software vendor applications,  and solutions to be
easily  "content  enabled"  no  matter  how much or how  little  information  is
requested by the customer. A detailed description of the Acxiom Data Network can
be found below under "The Company's Products and Services,  Acxiom Data Products
Division."                                                                      

     The Company has also begun to use new application design tools and enhanced
programming   languages  that  allow   applications  to  be  developed  using  a
component/object  based architecture.  This architecture permits applications to
be  highly   customizable  for  specific   customer   requirements  and  reduces
duplication of development efforts by providing the ability to re-use components
across applications.                                                            

     To accommodate a balanced distribution of processes among the client/server
technology,  DSS and  mainframes,  the  Company  has  incorporated  an  industry
standard network environment using the "TCP/IP" protocol  (Transmission  Control
Protocol/Internet  Protocol),  which  is the  standard  currently  used  in most
private networks.                                                               

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     As the processes grow on the Company's  server network,  the requirement to
move data  across  the  network  grows as well.  To meet this  requirement,  the
Company  has adopted an  infrastructure  that will  enable  direct  peer-to-peer
communications  between  mainframe  and  server-based  applications,  along with
increased  bandwidth.  This strategy is designed to provide much faster and more
reliable  application  access than was available in the past.  While  management
believes that this  configuration  will be adequate for the foreseeable  future,
the Company will continue to assess other  technologies  that can be implemented
in a phased approach.  Network  stability,  security and  manageability are also
being addressed to support this  distributed  environment.  Management  believes
that this  approach to  networking  enhances  the  Company's  ability to deliver
improved  functionality  within its network as well as  connectivity to customer
networks.                                                                       

The Company's Products and Services                                             

     The Company has four operating divisions which were established to maximize
synergies  between similar  business units. The divisions are referred to as the
Acxiom  Data  Products  Division,  the  Acxiom  Services  Division,  the  Acxiom
International  Division,  and the Acxiom  Alliances  Division.  The products and
services of each division are discussed below:                                  

Acxiom Data Products Division                                         

     The focus of the Company's  recent  acquisitions has been to strengthen the
Company's  position  as a leading  provider of data.  With the  addition of real
property data,  marketing lists,  and telephone  reference data, the Company has
made  substantial  progress  towards this goal.  When combined with the consumer
household  and business data already  offered by the Company and the  developing
Acxiom Data Network,  opportunities  exist for a variety of applications for the
Company's  existing  customers.  The acquisitions,  coupled with the Acxiom Data
Network,  have also created the  potential  for new markets,  such as the middle
market and small companies market ("Middle Tier Market"),  Internet and consumer
markets.                                                                        

     The Data Products  Division is  headquartered  in Conway,  Arkansas and has
additional locations in Arizona,  California,  Colorado,  Connecticut,  Florida,
Georgia,  Illinois,  Massachusetts,  Nevada, New Jersey, New York, Ohio, Oregon,
South  Carolina,  Virginia,  Washington,  Canada,  the United  Kingdom,  and the
Netherlands.  Approximately 1,325 associates work in this division. The products
and services offered by the Data Products Division are as follows:              

InfoBase(TM) Products and Services                                    

     InfoBase  is a list  enhancement  service for  companies  engaged in direct
marketing to consumers and  businesses.  The household data which  comprises the
IBConsumer(R)  database includes data owned by the Company as well as data owned
by data  contributors  who permit the Company to access  their data for purposes
such as list enhancement, list analysis,  segmentation modeling, and merge/purge
screening.  The type of data made available  includes consumer names,  addresses
and telephone numbers,  as well as such demographic  information as age, gender,
approximate income brackets,  occupation,  marital status, the presence of other
household members, and car and home ownership. The DataQuick(R) ListServices(TM)
real property data may be combined  with  InfoBase  demographic  data for use by
target marketers for such purposes as determining  types and sizes of homes, the
year a home was built, and length of current ownership. Management believes that
the IBConsumer  database is the most complete database of its kind in the United
States,  covering  over  95% of all  U.S.  households.  A  computerized  listing
("Telephone  White Pages," or the "EDGE File") of all U.S.  telephone book white
page information is also available as part of the InfoBase services. In addition
to  its  IBConsumer   database,   the  Company   offers  a  business   database,
IBBusiness(R), to companies engaged in direct marketing to businesses. Providing
information  on over 13  million  businesses,  the type of data  made  available
includes business address information (including full mailing address),  contact
information (including telephone number and executive name), Standard Industrial
Classification codes, and business characteristics (e.g., company size).        

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Acxiom/Direct Media(TM) Products and Services                         

     The Acxiom/Direct  Media services include list management,  list brokerage,
package insert marketing, Internet marketing, Web site brokerage and management,
and analytical and modeling services to  business-to-business  and consumer list
owners and mailers.  The Company's  sales staff  dedicated to selling the Direct
Media services is the largest in the industry and has substantial  experience in
the market segments served by the Company in this arena. As a list manager,  the
Company controls over 1200 lists in the U.S. and 175 lists in the U.K. As a list
broker, the Company offers a variety of services,  including private prospecting
databases  from which a mailer  may choose the lists that best fit its  specific
needs to build its own  database.  Cooperative  databases  are offered as a more
economical alternative to the private databases.  Included among the cooperative
databases is  SmartBase(TM),  comprised of the mailing  lists of hundreds of the
country's  best consumer  merchandise  vendors.  By specifying  the  demographic
characteristics of its targeted market (instead of requesting particular lists),
a user may generate a mailing list using  SmartBase.  Management  estimates that
approximately  12% of all third class mail in the U.S. is processed  through the
Company. For 20 years prior to the acquisition,  Direct Media/DMI, Inc. had been
one of the Company's primary customers.  The acquisition has enabled the Company
to offer its customers expanded capabilities and services which should result in
a significant  competitive  advantage in the  marketplace.  By combining  Direct
Media/DMI,  Inc.'s marketing expertise with the Company's software systems, more
efficient mailing programs are now possible for the Company's customers.        

     Two of the Company's recent acquisitions, MultiNational and Shop the World,
have been incorporated into the Data Products Division,  and their services have
been united with the Direct Media services. As the largest leading international
mailing  list  and  database   maintenance   provider  for  consumer  catalogers
interested in developing foreign markets,  the acquisition of MultiNational gave
the Company access to over 70 global catalog  customers with  approximately  2.7
million foreign names.  The  acquisition of Shop the World,  the global industry
leader in cooperative  customer acquisition  programs,  gave the Company further
access to  international  customers.  In particular,  Shop the World produces an
international  "catalog of catalogs" whereby  end-customers in over 60 countries
can order catalogs from around the world.                                       

DataQuick(R) Products and Services                                    

     The DataQuick real property data products are offered in  conjunction  with
list targeting, list fulfillment, and file enhancement.  Data is gathered from a
number of sources  including  county  assessors,  county  recorders and the U.S.
Census  Bureau.  The  Company  currently  has 17  on-line  databases  containing
information on over 70 million  properties  affecting over 140 million consumers
across the country.  Through  alliances with several regional real property data
providers in other parts of the U.S.,  the Company offers  additional  databases
containing  real property  information on other major  Metropolitan  Statistical
Areas  ("MSAs")  throughout  the  country.  Several  CD-ROM  titles are offered,
including  Countywide  Property  Data  (currently  available  for seven  western
states),  Assessors  Parcel Maps  (actual plat maps for the seven  states),  and
CD-ShareData(TM)  (a product  for  lenders  which can be used to measure  market
potential and analyze product performance). Specifically for the title insurance
industry,  the Company  offers  TitleShare(R),  a product  designed to assist in
market share analysis and long-term  planning;  TOPS (Title Operations  Property
System),  a product which provides  property  profiles;  and GOTOPS, an Internet
access  product  exclusively  available to the title  insurance  industry  which
provides  property  reports with custom  comparable  sales,  nearby  homeowners,
neighborhood information, U.S demographic census data, schools and maps, all for
a defined area.  Other lists focus on new  homeowners  who have moved within the
last six months, and real estate investors. Another file provides market values,
the available and lendable  equity,  loan-to-value  ratio, and purchase and loan
amounts.  For the general public, the Company offers DQ Express where customized
reports drawn from all of the DataQuick  information  databases can be obtained.
In all, the Company has over 40 DataQuick real property databases,  products and
services.  The  information  is  distributed  on a variety  of  media:  On-line,
Internet, CD-ROM, magnetic tape, floppy disk, Bulletin Board Service (electronic
transmission),  microfiche,  and  hard  copy  reports  or  mailing  labels.  The
DataQuick  data has a broad  range of  applications  and a variety  of  markets,
including   appraisal,    real   estate,   banking,    mortgage,    investments,
credit/collection,   marketing,  insurance,  home  improvements,  home  products
marketing,  and  research.  Management  believes  that  the  combination  of the
DataQuick  products  and services  with the  Company's  other data  products and
marketing capabilities gives it a competitive advantage in the marketplace.     

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Data By Acxiom Products and Services                                  

     The   Company's   telephone   reference   products,   "InfoBase   Telephone
Directories,"  consist of over 110 million  business  and  residential  listings
throughout the U.S. and Canada. The Company's  customers can license the data in
their choice of quantity,  media and/or format, or combine it with the Company's
search, interface and network access technologies. Among the telephone reference
products are InfoBase  Telephone  Directories  FS (a database  containing  every
published  listing from every  directory in the U.S. and designed to run on most
network configurations), InfoBase Telephone Directories QuickSearch (an advanced
client/server  application  that produces  fast lookups  using  minimal  network
resources),  InfoBase Telephone  Directories Intranet (a client/server  solution
that enables  customers  to host the entire  InfoBase  directory  database on an
Intranet  site for access with the most  popular  Web  browsers),  and  InfoBase
Telephone  Directories  Developer  Tools  (enables  customers  to create  custom
applications for integrating InfoBase Telephone  Directories with the customer's
existing  programs).  All  products are  available  with either U.S. or Canadian
listings, as well as the combined listings of both countries.                   

     Effective August 22, 1997, the Company sold the retail and direct marketing
operations of its  telephone  reference  products,  as well as the rights to the
"Pro CD" and  "Select  Phone"  brand  names,  to CD-Rom  Technologies,  Inc.,  a
wholly-owned  subsidiary of American Business  Information,  Inc.  (collectively
known as "ABI"). The Company retained the corporate sales operations,  now known
as "Data By Acxiom." The departmental and enterprise-wide data solutions of Data
By Acxiom have been  re-branded  as "InfoBase  Telephone  Directories"  and will
continue to be enhanced, sold and supported by the Company. The Company provides
telephone  data  derived  from  telephone  directories  for the U.S. and Canada,
mapping data, and other related  reference  products and services.  The products
contained in the  InfoBase  Telephone  Directories  are  distributed  as CD-ROM,
on-line and batch  products.  Through  this family of  products,  Data By Acxiom
provides  electronic  telephone,  name and address  data for  approximately  112
million  residential and business listings as published in the U.S. and Canadian
telephone  directories,  searchable by name, street,  city,  county,  state, ZIP
Code,  telephone  number,  SIC  code,  geographic  location,   and  Metropolitan
Statistical Area ("MSA").                                                       

Interactive Information Services Products and Services                

     Through  its  Interactive   Information  Services,   the  Company  provides
customers  with  secure,  on-line  access to the  demographic,  real  estate and
telephone data described  above.  This  information is available 24 hours a day,
seven days a week, except for regularly  scheduled weekly  maintenance  periods.
Many  traditional  services  of the  Company  are  offered  as  well,  including
Addressability(R),  an address standardization and geographic coding system that
corrects and standardizes the city, state and ZIP Code components of an address,
and which  assigns the carrier  route,  ZIP+4,  delivery  point and other postal
codes. Also offered is Geo-Coding  On-Line,  which is used to enhance a mailer's
addresses  with  geo-demographic  information.   Other  elements  which  may  be
overlayed are latitude, longitude, Census Tract Code, Census Block Code, and MSA
Code.                                                                           

     During the past fiscal year,  the Company  purchased an equity  interest in
Bigfoot as part of a strategic alliance.  The Company had contracted to purchase
a  promissory  note from Bigfoot for an  additional  investment  of  $4,000,000,
convertible  into Bigfoot  common stock  ("Purchase  Note").  This  purchase was
completed in June 1998. The additional  commitment by the Company was subject to
performance by Bigfoot of certain financial and operating covenants.  Due to the
conversion of the Purchase  Note, the Company now has an option to acquire up to
fifty-one percent (51%) of the outstanding stock of Bigfoot.  The first offering
from the Company and Bigfoot is a service  called E-Mail Campaign Management(SM)
("ECM")  (formerly known as Acxiom  Preferred  Mail).  ECM enables  marketers to
establish one-on-one,  interactive relationships with their customers via e-mail
in a consumer controlled fashion. ECM provides  Internet-based  consumers with a
new standard of privacy, control and choice when participating in the electronic
marketplace.   For  the  direct  marketer,  it  provides  one-to-one  marketing,
"real-time" response to promotions, communications and transactions.            

     Most  significantly,  the Company recently announced the development of the
Acxiom Data Network,  an innovative on-line data access and delivery system. The
Acxiom Data Network  will  provide  authorized  businesses,  utilizing  the same
database  software  subscribers use on a daily basis,  secured network access to
selected data                                                                   

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products  offered  by the  Company.  The  Acxiom  Data  Network  will  extend  a
customer's  data management  capabilities  by matching  consumers and businesses
from a  customer's  databases  to  consumers  and  businesses  in the  Company's
databases.  The Company will provide  software  that complies to the most widely
used open standards.  This software will be installed on subscribers'  computers
and will communicate to software on the Company's servers over the Internet or a
private network.  Delivery of the data in such a manner,  as opposed to delivery
through CD-ROMs,  floppy discs and/or tapes, is expected to reduce the Company's
average turnaround time of seven to ten days down to minutes.                   

     The Company also believes that the matching  process and software will join
to give the Acxiom Data Network  information  linking  capability  that no other
company is currently providing. By allowing customers to link their lists to the
Company's InfoBase data, subscribers to the Acxiom Data Network will have access
to demographic information,  geo-demographic  information, and personal interest
information.  It is  anticipated  that the Acxiom Data  Network  will provide an
unprecedented  supply  of  accurate  data in a  real-time  environment  to allow
marketing professionals to make informed decisions quickly, thereby helping them
acquire new customers and enhance  relationships with existing  customers.  As a
result, the Company will be able to offer new products to existing customers and
will also be able to deliver its traditional  products, as well as new products,
to  mid-sized  and small  businesses  on an  affordable  basis.  The Acxiom Data
Network is expected to be operational in fiscal 1999.                           

     It is the  Company's  intention  to  initially  introduce  the Acxiom  Data
Network  exclusively  to Fortune  1000  companies.  Over time,  the Acxiom  Data
Network  will be  offered  to  qualifying  mid-sized  and small  businesses.  In
addition,  there are other planned innovations for the Acxiom Data Network, such
as the ability to integrate  data directly into call  centers,  interactive  Web
pages,   point-of-sale   applications  and  sales  force  automation   software.
Additionally,  "push  notification" may be made available.  This technology will
automatically  alert  subscribers when customer data has changed,  keeping their
data as current as possible.                                                    

Acxiom Services Division and Acxiom International Division            

     The  services  provided  by the  Acxiom  Services  Division  and the Acxiom
International  Division  have  historically  formed  the  core of the  Company's
business and continue to be key to its operations.  The revenue units comprising
the  Acxiom   Services   Division  are   Citicorp,   IBM,   Retail,   Insurance,
Pharmaceuticals,  Publishing,  Telecommunications,   Utilities,  and  High  Tech
Information  Services.  Approximately  810 associates  are employed  within this
division,  which is headquartered in Conway, Arkansas, with additional locations
in California,  Colorado,  Georgia, Illinois, Kansas, Minnesota, New York, Texas
and Washington, D.C.                                                            

     The International Division,  with headquarters in London, England,  employs
approximately  600  associates.  The  International  Division  consists  of five
revenue  units,  three of which are  client  industry  focused  and two having a
product   specialization   (i.e.,   Internet  services  and  data  sales).   The
International  Division  operations are supported by the International  Services
Group  and the  International  Business  Leadership  Team.  Business  operations
outside of the U.K.  include the Malaysian  branch and a newly  acquired  French
information technology business located in Paris.                               

     Through the Services Division and the International  Division,  the Company
offers data processing and related services to the direct marketing industry and
to a variety of other businesses.  Management believes, based upon its knowledge
of the industry, that the Company is one of the leading suppliers of information
services to the direct marketing  industries in the United States and the United
Kingdom,  offering  companies  that use  direct  marketing  access to  extensive
customer lists and databases of  information,  as well as providing a wide range
of services and software that permit customers to precisely tailor their mailing
lists in accordance with specifically targeted marketing plans.                 

     The  International  Division is continuing its expansion  into  continental
Europe,  as well as  Malaysia.  Efforts  are  currently  underway  to expand the
International  Division's services to customers in the Netherlands,  France, and
Germany.  Recent small  acquisitions have established the Company's  presence in
the  Netherlands  and in  France,  and the  Company  has an office in  Malaysia.
Management  believes  that  the  market  for the  Company's  services  in  these
locations  is  largely  untapped.  Some  of the  considerations  which  must  be
considered are the existence of strict                                          

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data protection laws in some countries,  which would require the Company to make
adjustments  in the way in  which it  collects  and  disseminates data.  Several
European  countries  require an "opt-in"  process  whereby  prior  consent by an
individual consumer is necessary in order for certain data about the consumer to
be sold.  Additionally,  the  Company's  proprietary  software  would have to be
adapted to fit the address  requirements,  languages and character sets of other
countries.  The  strength  of any local  competing  businesses  would have to be
evaluated, and cultural differences would have to be taken into account.        

     Currently,  through the Services Division and the  International  Division,
the  Company  provides  computer-based  targeted  marketing  support  for direct
marketers, which support consists of planning and project design, list cleaning,
list  enhancement,  list  order  fulfillment,  database  services  and  response
analysis.  In addition to focusing upon direct  marketing  programs  designed to
obtain new  business  prospects  for its  customers,  the  Company  assists  its
customers in creating  marketing  databases  which enable the customers to focus
upon  developing  their existing  clientele.  Such databases allow a marketer to
analyze  its  customers'  buying  habits,  and to  narrowly  target  advertising
campaigns to those  customers who are most likely to respond.  In addition,  the
Company offers  integrated  data  processing  software  systems and  enhancement
services which provide its customers with rapid access to marketing  information
housed at the Company's Conway, Arkansas and Sunderland, England data centers.  

     The direct  marketing  industry is composed of  businesses  that use direct
mail  order and other  methods  of direct  consumer  contact  to  promote  their
products or services. Unlike traditional forms of advertising which are aimed at
a broad audience  through print or broadcast media,  direct  marketing  involves
targeted advertising sent directly to potential customers.  Historically, direct
marketing  programs have had a positive  response rate of approximately 1 to 3%.
Direct marketers are heavily dependent upon specific market  information and the
application  of  statistics  and computer  modeling to assist them in predicting
market  behavior  and thereby  maximizing  the response  rate.  The products and
services  offered by the Company are designed to assist its customers to achieve
a higher rate of return on their marketing  investments by selectively targeting
their marketing efforts to individuals who are most likely to respond.          

     An integral aspect of the Services and International Divisions' business is
offering  the  Company's  customers  access  to  extensive  marketing  lists and
databases of information.  The Company either  provides its proprietary  data or
acts as a link  between  those who own or manage  lists and those who buy or use
lists for direct marketing purposes.  Based upon its knowledge of the operations
of its competitors and its customers,  management  believes that the Company has
been entrusted with the largest aggregation of names, addresses and related data
available  to the  U.S.  and the U.K.  direct  marketing  industry  and to other
businesses.                                                                     

     Direct  marketing  programs  require the analysis and segmentation of large
amounts of data on past  customers and known  marketplace  prospects to identify
desired purchasing  characteristics.  Using advanced technology, the Company can
integrate the  diversified  databases of its customers  into a single  database.
Then  external  InfoBase  data,   consisting  of  demographic,   behavioral  and
comparative  customer  information,  is overlayed  to create a unified  customer
database.  The  customer's  information  then becomes  accessible and actionable
enterprise-wide  through the  Company's  proprietary  desktop tools and services
and/or through third party DSS tools.                                           

     Typically,  decision support  involves the ability to extract  user-defined
segments from an aggregation of data ("data  warehouse") via a query  capability
and then to profile  and/or report on a data segment,  as well as the ability to
perform  more  detailed  analysis.  From  the  resulting  information,  specific
targeted marketing strategies and personalized  communications can be generated.
Through its data  communications  network,  the Company  provides access to data
warehouse  information to drive decision  support  strategies for its customers.
The Company also provides  several  decision support software tools and services
which are  designed to provide  customers  with  access to their data  warehouse
resources  and to  further  allow  them to design and  execute  their  strategic
marketing  initiatives.  As noted  above (see  "Technology  Applications"),  the
Company has expanded its  architecture to include the DSS  environment.  In this
area, the Company offers custom  systems  integration  services that may combine
the  Company's  software  with third  party DSS  software  products to provide a
customized decision support solution for a customer or an industry.             

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     The Company's  primary  vehicle for rapid delivery of these services in the
U.S. is its data communications network through which direct marketing customers
receive  authorized access to lists and databases housed at the Company's Conway
data  center.  Management  believes  that  the  Company  has one of the  largest
capacities for database management,  mailing list processing,  and networking in
the industry.  Through its communication  network, lists may be interrogated and
regrouped  with  marketing   information  selected  by  a  customer,   including
geographic,  demographic,  psychographic and previous consumer response data, so
as to create the desired universe of names. A customer can then create,  select,
merge  and  enhance  the lists  available  to it for even  more  precise  market
segmentation,  thus enabling each mailing program to be tailored for a carefully
targeted sales audience.                                                        

     The Company also offers several front-end  desktop DSS products,  including
the third party DSS software described above (see "Technology Applications") and
the Company's  proprietary Acxiom  MarketGuide(TM) and Rapidus products, as well
as the new Acxiom Data Network.  Such products are designed to permit users with
even minimal  training to extract  information  from large databases via desktop
computers.  The Company has also established a unified software development team
composed of both U.S. and U.K.  associates.  These  associates will focus on the
development of key generic software products for use by the Company's customers.
Part of this initiative is aimed at linking Company tools and/or data with third
party tools and/or data to provide a full function system to database  marketers
for data analysis,  promotion  design,  database  build,  campaign  fulfillment,
management,  and  tracking.  This team is also involved in developing a PC-based
software   tool   designed  to  provide   support  to  marketers   for  campaign
administration, response profiling and database scoring.                        

     In addition to the traditional  marketing services provided by the Services
Division, the Company,  through its subsidiary,  Acxiom RM-Tools,  Inc. ("Acxiom
RM-T"),  is managing  the outside  purchasing  and  internal  processing  of the
consumer data Allstate Insurance Company  ("Allstate") uses for the underwriting
of its lines of  automobile  insurance.  The  information  management  agreement
initially  entered into in 1992 is currently being  renegotiated for an extended
term.  The functions now being  performed for Allstate were  previously  handled
through  Allstate's  various  regional  offices.  The savings  which result from
Acxiom  RM-T's  management  of this data are shared  equally by the two parties.
Under  the  agreement,  Acxiom  RM-T  provides  software  systems  and  database
management  for  Allstate to use in  connection  with new  automobile  insurance
policies  across the United  States.  Included  among the data which Acxiom RM-T
furnishes  to  Allstate is motor  vehicle  registration  information,  automatic
claims history,  driver information,  financial stability  information,  vehicle
verifications,  property telephone  inspections,  property replacement costs and
property  claims  history.  The agreement  with Allstate  reflects the Company's
strategy to obtain long-term,  large-volume contracts which generate predictable
revenue. During the past fiscal year, Allstate accounted for approximately $74.7
million of total revenues.                                                      

     The Company is pursuing  contracts with other insurance  companies  whereby
the Company would  provide  information  management  services to assist with the
insurers' risk management,  underwriting, claims and marketing functions. During
the  past  fiscal  year,  the  Application   Verification  Service  ("AVS")  was
introduced as the vehicle for delivering these services. AVS can also be used to
assist other industries to verify information required on an employment, credit,
and/or   membership   application.   Together  with  Fair,  Isaac  and  Company,
Incorporated  ("Fair Isaac"),  a leading developer of scoring technology for the
insurance  and credit  industries,  the  Company  also  offers  risk  management
information services to the insurance industry.  The Company and Fair Isaac have
completed  development of InfoScore(TM),  a demographic  marketing scorecard for
the personal lines insurance industry segment that is used to rank applicants by
risk level.                                                                     

     In addition to the data processing  services  offered by the Company in the
U.K., the Company also provides comprehensive promotional materials handling and
response  services  to its  U.K.  customers.  Based  upon its  knowledge  of the
industry, management believes that it is one of the largest firms of its kind in
the U.K. Among the services  provided are promotional  fulfillment,  competition
handling,   in-bound  telemarketing  and  response  handling,  lead  monitoring,
contract  packing  and  mailing,   coupon  redemption,   and  optical  character
recognition  support.  Through the use of  computerized  tracking and monitoring
systems,  the Company is able to provide  customers with current  reports on the
progress of their marketing campaigns and can furnish customers with information
useful for promotion analysis and subsequent database campaigns.  In response to
the  growing  demand for  telephone-based  response  services  in the U.K.,  the
Company has invested  significantly in the latest Computer Telephony Integration
("CTI")  systems in the last twelve months and plans provide for this investment
to continue.  The Company is                                                    

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currently  one of the  top  10  companies  in the  U.K.  providing  large  scale
telephone services. CTI systems-related  services will continue to be an area of
business  development  for the Company as it bridges  the two  primary  areas of
expertise  that the  Company  provides  in the  U.K.  --  large  scale,  complex
information  technology database systems and response services  capability.  The
Company's  proprietary  software  product  Tracx(TM)  also provides  support for
points redemption processing for loyalty programs.                              

     The Company recently added a  Pharmaceuticals  business unit based upon the
acquisition of Buckley Dement,  which provides list brokerage,  list management,
promotional  mailing  and  fulfillment,  and  merchandise  order  processing  to
pharmaceutical, health care, and other commercial customers. The Company regards
the pharmaceutical industry as an emerging growth opportunity and has formed the
Pharmaceuticals  business unit to focus on providing database marketing services
to major pharmaceutical companies in the U.S.                                   

Acxiom Alliances Division                                             

     The  Alliances  Division  encompasses  strategic  relationships  which  the
Company has with its  outsourcing  and finance  industry  customers (all finance
industry customers are served by this division,  with the exception of Citibank,
N.A.,  which is served by the Acxiom Services  Division).  The Company  provides
outsourcing services whereby it manages a customer's data center and/or provides
information systems functions,  both on-site at the customer's location and from
the Company's Conway,  Arkansas data center.  The services currently provided by
the  Company to such  customers  include  data  center  management;  information
management;  hardware  installation  and support;  account  management  systems;
installation,   support  and  enhancement  of  software;   customized   software
programming;  and  licensing  of the  Company's  proprietary  and/or third party
software.  For  its  finance  industry  customers,  the  Company  provides  more
traditional  direct  marketing  services  as  described  above under the "Acxiom
Services Division and Acxiom International Division" discussion.                

     The revenue units within the Alliances Division are Trans Union, Polk, ADP,
Strategic  Alliances  (Guideposts,  Sears and M/A/R/C),  and five business units
within the Financial  Services Group.  Headquartered  in Conway,  Arkansas,  the
Alliances  Division has  additional  operations in Colorado,  Illinois,  Kansas,
Michigan, New York, and Ohio. Approximately 725 associates are in this division.
A description of the Company's key relationships  within the Alliances  Division
follows.                                                                        

     Under a thirteen-year data center management agreement effective since 1992
with Trans Union  Corporation  ("Trans Union"),  one of the three largest credit
bureaus in the U.S.,  the  Company,  through its  subsidiary  Acxiom CDC,  Inc.,
manages Trans Union's data  processing  center in Chicago,  Illinois.  In 1994 a
long-term agreement was executed between the Company and Trans Union's Marketing
Services Division.  Under the Marketing Services Agreement, the Company provides
all of the data processing services,  as well as application  enhancements,  for
Trans Union's Marketing Services Division. The term of that agreement expires in
2005.  Management  anticipates aggregate revenues in excess of $350 million over
the remaining life of both contracts.                                           

     In 1995, the Company  entered into data center  management  agreements with
Automatic Data Processing  ("ADP"),  and The Polk Company  ("Polk"),  one of the
largest  data  compilation  companies  in the  United  States.  Pursuant  to the
agreements,  both companies outsourced certain of their data center functions to
the Company.  These  functions have been  transferred  to the Company's  Conway,
Arkansas  data center.  The terms of the  agreements  are five (5) years and ten
(10) years, respectively. Annual revenues from the ADP agreement are expected to
be approximately $3.7 million, while annual revenues from the Polk agreement are
expected to be approximately $24 million.                                       

     Pursuant  to an  agreement  with  Guideposts,  Inc.,  a church  corporation
("Guideposts"),  one of the largest magazine publishers in the U.S., the Company
manages   Guideposts'  data  processing   personnel,   computer  technology  and
operations.  The agreement, which originally began in 1989, was extended in July
1997 for an additional ten year term. Under related agreements,  the Company has
agreed to provide software development services to Guideposts,  and has sold all
of  the  rights  to  the  GS/2000  R97  subscription   fulfillment  software  to
Guideposts. Under the original 1989 agreement, the Company acquired an exclusive
license  to  develop,  and  to  ultimately  purchase,   Guideposts'  proprietary
subscription   fulfillment   software   ("GS/2000(R)").   GS/2000   R97   is   a

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Guideposts-specific  version  of  the  GS/2000  software.  The  Company  stopped
marketing other  customized  versions of GS/2000 in 1995, after having installed
the customized software at three publishing  companies and at one membership and
continuity organization.                                                        

     The Alliances  Division also has  agreements  with several major  financial
institutions. The Division's Financial Services Group provides various services,
including  traditional data processing and direct marketing  services,  database
build  and  management  services,  and  list  enhancement  services.   (See  the
discussion  above  under  "Acxiom  Services  Division  and Acxiom  International
Division"  for a  compete  description  of these  traditional  direct  marketing
services.)  The  Division  continues  to  expand  its  coverage  of the  largest
financial  institutions  within the U.S.  through  extensive sales and marketing
efforts.                                                                        

     It  is  the  Company's   intention  to  continue  seeking  outsourcing  and
information management agreements in the future. Because of the Company's skills
and  technology  in the area of data  processing,  and because of the  long-term
contracts generally associated with such arrangements,  management believes that
these types of agreements will provide  substantial  benefits to the Company and
will result in cost-effective data processing solutions for its customers.      

Intellectual Property                                                           

     The  Company   generally  relies  upon  its  trade  secret  protection  and
non-disclosure   safeguards   to  protect  its   proprietary   information   and
technologies.  In the case of the Acxiom Data Network, the Company has taken the
additional  precaution  of filing  for  patent  protection  for  certain  of the
processes contained therein. The Company enters into license or other agreements
with its  customers in the ordinary  course of business  which contain terms and
conditions  prohibiting  unauthorized  reproduction or use of the Company's and,
where applicable,  its vendor's products and/or services. As a general rule, the
Company  also  enters  into  confidentiality  agreements  with  its  associates,
contractors,  customers,  potential  customers,  suppliers  and vendors who have
access to sensitive information.  In addition, the Company limits access to, and
distribution  of, its proprietary  information.  While there can be no assurance
that the steps taken by the Company  will be adequate to deter  misappropriation
of  its   proprietary   rights  or  independent   third  party   development  of
substantially  similar products and technology,  the Company believes that legal
protection of its proprietary information is less significant than the knowledge
and experience of the Company's  management and personnel,  and their ability to
develop, enhance and market existing and new products and services.             

Competition                                                                     

Acxiom Data Products Division - Competition                           

     There are at least five other  companies  that offer products which compete
with  the  Company's  InfoBase  product,  including  some of the  companies  who
contribute  their data to  InfoBase.  Management  believes  that the Company can
effectively  compete due to the leadership  position which it has established in
the industry thus far and due to its technical capabilities.                    

     The   Company   has   approximately   50   smaller   competitors   in   the
business-to-business and consumer list brokerage/list  management industry which
compete with the Company's Direct Media services. Since the Company's operations
in this area are the  largest  of their  type in the U.S.,  with over 15% of the
market  share,  management  is of the opinion  that the Company can  effectively
compete in the U.S. marketplace. With regard to international operations in this
area, the Company has  approximately  25 competitors.  Management  believes that
such  competitors'  operations  are  not as  extensive  as  its  own  and  that,
therefore,  the Company is  well-positioned  to compete in the U.K.  and abroad.
Management  believes that by combining its marketing expertise with its software
systems,  more  efficient  mailing  programs  are  possible  for  the  Company's
customers than are available from competitors.                                  

     The Company has two major  competitors in connection with the  distribution
of its  DataQuick  property  data to the  real  estate,  finance  and  insurance
industries.  However, management believes that the expansion of data            

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coverage from regional to national,  combined with timeliness and reliability of
its  data,  will  place  it  in  a  competitive position within  this  industry.
Management also believes that the  combination of the DataQuick  information and
services with the Company's other data products and marketing capabilities gives
it a competitive advantage in the marketplace.                                  

     The Company  previously  had two  primary  competitors  in the  business of
providing  CD-ROM  telephone  listings and mapping  data to consumers  and small
office/home  office  businesses.  During the prior fiscal  year,  one of the two
competitors acquired the other, thus creating only one major competitor, ABI, to
the  Company.  During  the past  year,  the  Company  sold the retail and direct
marketing  operations  of the  Company's  subsidiary,  Pro CD, Inc., to ABI. For
additional  discussion,  see  Note 14 of the  Notes  to  Consolidated  Financial
Statements  in the  Company's  Annual  Report  on p. 37,  which  information  is
incorporated  herein by  reference.  The Company  will,  however,  continue  its
efforts to sell its telephone reference products directly to large corporations,
which represents a fast-growing and highly profitable market.                   

     With regard to competitive  forces  affecting the services  provided by the
Data Products Division's Interactive  Information Services, the Company believes
that its competitors in the traditional  direct marketing  industry are pursuing
similar  initiatives to offer services via the Internet.  Management  intends to
focus on creating  the  technological  infrastructure  required to offer  highly
differentiated services to its customers.  See, also, the discussion below under
"Acxiom Services Division and Acxiom International Division - Competition."     

  Acxiom Services Division and Acxiom International Division - Competition

     The Company experiences competition from at least six other service bureaus
(which list currently includes May & Speh) in the U.S. direct marketing industry
and ten in the U.K. direct  marketing  industry with respect to certain targeted
marketing services,  including merge/purge,  list enhancement,  and database and
data warehouse  services.  While some direct competitors are divisions of larger
corporations  having  greater  financial,   research  and  development,   and/or
marketing  resources  than the Company,  management  believes that the Company's
unique application software, its ability to build open solutions, its experience
building and managing some of the largest  databases  within the  industry,  its
knowledge  of  the  various   industries   it  serves,   its  business   partner
relationships,  and the skills and  experience  of its  associates  enable it to
effectively  compete.  Technological  developments are expected to continue at a
rapid pace in the field of direct marketing database  management and market data
collection,  analysis and  distribution,  and management  intends to utilize the
best tools  available to it to build fully  integrated  solutions that meet each
customer's  unique  requirements.  It is  management's  belief  that most of its
competitors do not provide their customers with such solution flexibility.      

     There are many diverse businesses which offer DSS software and/or services.
However,  based  upon  the  broad  spectrum  of  software  and  services  in the
marketplace,  the Company's recent alliances with various DSS software providers
(see "Technology  Applications" above), and the Company's unique data management
services,  management  believes that the effects of competition are minimal.  In
addition, management believes that by using the TCP/IP protocol (discussed above
under "Technology  Applications"),  the Company's products will be significantly
less difficult to implement at customer sites.  Management further believes that
through continued  investment in research and development (e.g., the Acxiom Data
Network),  the Company will be able to maintain or improve its present  position
in the marketplace. See "Research and Development," below.                      

Acxiom Alliances Division - Competition                               

     The  Company  is aware of  numerous  other  major  businesses  which  offer
outsourcing services and/or information  management services.  Due to the recent
emergence  of this  industry,  and due to the  fact  that  the  market  for such
services remains largely untapped,  the Company  anticipates that the effects of
competition will be minimal.                                                    

     With regard to competitive  forces  affecting the services  provided by the
Alliances Division to its finance industry  customers,  see the discussion above
under   "Acxiom   Services   Division  and  Acxiom   International   Division  -
Competition."                                                                   

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Customers                                                                       

     The  Company's   customers   include  financial   institutions,   insurance
companies, consumer credit organizations,  utility companies, seminar companies,
communications  companies,   pharmaceutical  companies,  catalogers,  retailers,
television  shopping  networks,   publishers,   consumer  goods   manufacturers,
membership and continuity  associations,  real estate and appraisal firms, title
companies,  advertising agencies,  charities,  and governmental entities.  Other
customers  include list users (direct  mailers and  telemarketers),  list owners
(customers  who generate  and own their  lists),  and list  managers and brokers
(agents who manage lists and provide direct marketing consulting services).  The
Company's customers also include corporate purchasers of the telephone reference
products. Although most of the Company's customers are in the U.S. and the U.K.,
the Company has a small number of customers in Canada,  the Netherlands,  France
and  Malaysia.  Many are  companies  which  specialize  in the direct  marketing
industry,  as well as the marketing  departments of large  corporations who have
turned to targeted  marketing  techniques to sell their goods and services.  The
Company also provides data, data processing and information  management services
to  companies  that are not in the  direct  marketing  business.  The  Company's
practice has been to extend  payment terms to its customers for periods of up to
60 days and,  accordingly,  the Company  uses  operating  capital to finance its
accounts  receivable.  In fiscal 1998, the following customers accounted for 10%
or more of the Company's total revenue:  Allstate  Insurance Company (16.1%) and
Trans Union Corporation (11.8%).                                                

Additional Information Regarding Forward-Looking Statements                     

     This Report on Form 10-K and the Company's  Annual  Report to  Shareholders
include,  and future SEC  filings by the  Company  and future  oral and  written
statements   by  the   Company  and  its   management   may   include,   certain
forward-looking  statements.  Such  statements may include,  among other things,
statements  regarding the Company's financial  position,  results of operations,
market position,  product  development,  software replacement and/or remediation
efforts,  regulatory matters, growth opportunities and growth rates, acquisition
and  divestiture  opportunities,  and other similar  forecasts and statements of
expectation.   Words  such  as  "expects,"  "anticipates,"  "intends,"  "plans,"
"believes," "seeks," "estimates" and "should," and variations of these words and
similar expressions,  are intended to identify these forward-looking statements.
Such statements are not statements of historical fact. Rather, they are based on
the Company's estimates, assumptions,  projections and current expectations, and
are not guarantees of future  performance.  The Company disclaims any obligation
to update or revise any  forward-looking  statement based upon the occurrence of
future events,  the receipt of new information,  or otherwise.  Some of the more
significant  factors  that could cause the  Company's  actual  results and other
matters to differ  materially  from the results,  projections  and  expectations
expressed in the  forward-looking  statements are set forth below.  There may be
additional factors which could also affect actual results.                      

Consumer Privacy, Legislative and Regulatory Concerns                 

     There could be a material  adverse impact on the Company's direct marketing
and  data  sales  business  due to the  enactment  of  legislation  or  industry
regulations  arising from,  among other things,  the increase in public  concern
over  consumer  privacy  issues.  Restrictions  upon the  collection  and use of
information which is currently legally available could be adopted, in which case
the cost to the Company of collecting  certain kinds of data might be materially
increased.  It is also  possible  that  the  Company  could be  prohibited  from
collecting  or  disseminating  certain  types  of  data,  which  could  in  turn
materially adversely affect the Company's business.                             

     Recently, the Collections of Information Antipiracy Act ("CIAA") was passed
by the U.S. House of Representatives  and is now pending before the U.S. Senate.
The intent of this proposed legislation is to protect collections of information
from unauthorized copying and use in the marketplace.  However, as passed by the
U.S.  House of  Representatives,  a  portion  of this  bill may have a  material
adverse effect upon the Company as it will prevent the Company,  as well as some
of the Company's  competitors,  from compiling  marketing databases from various
sources (e.g., telephone directories).  Consistent with the U.S. Supreme Court's
decision in Feist  Publications v. Rural  Telephone  Service Co., Inc., 499 U.S.
340 (1991),  publishers of telephone  directories have traditionally been deemed
not to be entitled to copyright protection.  In its current form, the CIAA would
confer a new intellectual  property right upon such publishers and, as a result,
prohibit the Company from its traditional                                       

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compilation  endeavors.  Management  will  continue  to  actively  monitor  this
proposed legislation and intends to participate in efforts to contest passage of
the CIAA in its current form.                                                   

     Senior  management of the Company has taken a proactive role in the privacy
arena.  Internally,  the Company has formulated  and  distributed to each of its
associates a written privacy policy which supports  consumers' rights to control
the  dissemination  of information  about  themselves.  Privacy is included as a
topic  in the  Company's  corporate  culture  education  program  in  which  all
associates participate. Associates of the Company are required to sign a privacy
acknowledgment form as a condition of continued  employment.  The privacy policy
reflects the Company's continuing commitment to strict data security systems, as
well as the Company's support of the Direct Marketing Association's ("DMA") Mail
and Telephone  Preference Service programs,  which permit consumers to "opt-out"
of unrequested  marketing  solicitations.  The Company has adopted a practice of
purging its customers'  prospecting databases of all names appearing on such DMA
opt-out lists free of charge.                                                   

     In addition,  the Company  includes in its customer  contracts a commitment
that  any  data  sent to the  Company  has been  legally  obtained  and that the
customer's  subsequent  use of any data  received  from the  Company  will be in
compliance  with all data protection  laws, as well as with applicable  industry
policies.  The Company also  includes in its  information  provider  contracts a
commitment that the data the Company  receives has been legally obtained for the
uses to which it will be put, and the Company  further agrees to comply with any
restrictions that the providers place upon the data.                            

     The  Company  also  participates  in other  industry-specific  associations
focused on privacy issues such as the Magazine  Publishers  Association  and the
Advertising and Mail Marketing  Association.  In addition,  the Company became a
member of the Individual Reference Services Group ("IRSG") in December 1997. The
IRSG is  composed  of  approximately  15 leading  companies  in the  information
business that have agreed to impose upon themselves meaningful,  self-regulatory
standards with respect to non-public information, which standards were developed
in consultation with the Federal Trade Commission.  These guidelines,  which the
Company has pledged to follow,  commit the Company to acquire  data used for its
reference  products  and  services  only from  reputable  sources,  to  restrict
distribution  of non-public  information in its reference  products and services
through  safeguards  appropriately  calibrated  to the  type of use  made of the
information and to educate the public concerning these  guidelines.  The Company
will be  subject  to an  annual  audit to  monitor  its  compliance  with  these
guidelines.                                                                     

Loss of Data and/or Customer Lists                                    

     The Company  could suffer a material  adverse  effect if owners of the data
used by the Company  were to  withdraw  the data from the  Company.  In order to
reduce this risk, management has undertaken a strategy to obtain ownership of as
much data as possible,  and, in the  alternative,  to enter into  long-term data
supply agreements with the data owners that remain essential to its business.   

     The owners of the marketing lists maintained by the Company could decide to
remove their lists from the Company's possession, and if a substantial number of
lists were removed,  a material  adverse  impact upon the  Company's  operations
could result. However, management believes that any such actions are unlikely in
that the value of the lists is enhanced  through  manipulation  by the Company's
software and through combination with other lists. Further,  management believes
that the Company's acquisition of Direct Media/DMI,  Inc. further solidified the
Company's  relationship  with many list  owners.  Historically,  only a few list
owners utilizing the Company's services have removed their lists.               

Effects of Short-Term Contracts                                       

     While approximately 54% of the Company's total revenue is currently derived
from long-term (over three years) customer contracts, the remainder is not. With
respect to that portion of the business which is not under  long-term  contract,
revenues  are less  predictable,  and the Company  must  consequently  engage in
continual  sales efforts to maintain its revenue  stability  and future  growth.
Management has emphasized the importance of securing as much revenue as possible
under long-term  contracts,  having increased the percentage from 9% to 54% over
the past six years.                                                             

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Technology Challenges                                                 

     Maintaining technological  competitiveness in its data products, processing
functionality,  software systems and services is key to the Company's  continued
success.  The Company's ability to continually improve its current processes and
to develop and introduce new products and services is essential in order to meet
its competitors'  technological  developments and the increasingly sophisticated
requirements  of its  customers.  If the Company  failed to do so, its  business
could be materially adversely affected.                                         

Year 2000 Issue                                                       

     The "Year 2000  Issue" is the result of  computer  programs  being  written
using two digits,  rather than four,  to define an applicable  year.  Any of the
Company's  computer programs that have  date-sensitive  software may recognize a
date using "00" as the year 1900,  rather than the year 2000.  This could result
in a system  failure  or  miscalculations  causing  disruptions  of  operations,
including,  among other  things,  a temporary  inability  to process or transmit
data, or engage in normal business activities.  The Company, like most owners of
computer  software,  has  assessed  and is in the  process of  modifying,  where
needed,  its computer  applications to ensure they will function properly in the
year 2000 and beyond.  The Company has been  replacing or renovating the systems
and  applications  where  necessary,  using  both  internal  staff and  external
consultants.  In addition,  the Company has initiated formal communications with
all of its significant  suppliers and large customers to determine the extent to
which the Company is vulnerable to a failure by such a third party to adequately
address its own Year 2000 Issue.                                                

     The Company is currently operating under an internal deadline to ensure all
of its computer  applications  are "year 2000 ready" by December  31, 1998.  The
Company  currently  believes that with  modifications  to existing  software and
conversions  to new  software,  the Year 2000  Issue can be  mitigated.  But the
systems of vendors on which the Company's systems rely may not be converted in a
timely fashion,  or a vendor may fail to convert its software or may implement a
conversion that is incompatible with the Company's  systems,  which would have a
material adverse impact on the Company.                                         

     The cost of the  project is  estimated  to be  between $3 million  and $5.5
million. These costs are based on management's best estimates, which are derived
utilizing  numerous  assumptions  of  future  events.  Still,  there  can  be no
guarantee  that these  estimates  will be achieved and the actual  results could
differ materially from those plans. However, the financial impact to the Company
has not been, and is not expected to be,  material to its financial  position or
results of operations in any given fiscal year.                                 

  Loss of Data Center Capacity or Interruption of Telecommunications Links

     The Company's  success is dependent upon its ability to protect its various
data centers against damage from fire, power loss, telecommunications failure or
other disasters.  The on-line services  provided by the Company are dependent on
links to telecommunications servers. Management has taken reasonable precautions
to protect its data centers and telecommunications  links from events that could
interrupt the Company's operations.  Any damage to the Company's data centers or
any failure of the Company's  telecommunication  links that causes interruptions
in  the  Company's  operations  could  have a  material  adverse  effect  on the
Company's business.                                                             

Acquisitions                                                          

     The  Company's   growth   strategy   currently   includes   growth  through
acquisitions.  While  management  believes that the Company has been  reasonably
successful  implementing this strategy during the past three years,  there is no
certainty that future  acquisitions  will be consummated on acceptable  terms or
that any acquired  assets,  data or businesses will be  successfully  integrated
into the Company's operations.                                                  

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Postal Rate Increases                                                 

     The direct  marketing  industry has been  negatively  impacted from time to
time  during past years by postal rate  increases.  The most recent  postal rate
increase, which became effective in January 1995, and any future increases will,
in the  Company's  opinion,  force  direct  mailers to mail fewer  pieces and to
target their  prospects more carefully.  Through its software  products and data
processing  services,  the  Company  has the  capability  to assist  its  direct
marketing customers to target their mailings to consumers who are most likely to
favorably respond, thereby meeting its customers' increasing need to market more
effectively. The Company experienced no significant negative financial impact as
a result of the most recent postal rate increase, but there is no assurance that
future postal increases will have no impact upon the Company.                   

Litigation                                                            

     Revenues  could be  materially  adversely  affected if the  Company  became
involved in  litigation  in which the Company was  unsuccessful  in its cause of
action or defense of a cause of action,  or if the Company's  insurance  carrier
were to deny coverage with respect to a legal proceeding.  In addition,  adverse
publicity surrounding litigation could materially affect the Company.           

Other Factors                                                         

     Revenues could be materially adversely affected if the Company failed to be
competitive  within its  industry.  In addition,  the expenses  associated  with
acquiring  data,  and the  timing of  acquisitions  and the  costs and  expenses
associated  therewith,  might also affect operating  results.  A downturn in the
general economic  conditions in the primary  marketplaces  served by the Company
could also have a material adverse effect upon the Company's business.          

Employees                                                                       

     The Company employs approximately 3,600 employees ("associates") worldwide.
With the exception of  approximately 45 associates who are engaged in lettershop
and fulfillment activities at the Company's Skokie,  Illinois facility,  none of
the Company's  associates are represented by a labor union or are the subject of
a collective  bargaining  agreement.  The Company has never  experienced  a work
stoppage and believes that its employee relations are good.                     

Item 2.  Properties                                                             

     The following  table sets forth the location,  ownership and general use of
the principal properties of the Company.                                        

Location                        Held                      Use         

Acxiom Corporation:                                                             
Conway, Arkansas           Five facilities held      Principal executive    
                     in fee; one facility      offices; customer
                          secures a $3,719,000      service facilities and
                            encumbrance               computer equipment space

Little Rock, Arkansas      Lease                     Customer service       
                                                      facilities; office space

Acxiom CDC, Inc.:                                                               
Chicago, Illinois          Lease                     Office and computer    
                                             equipment space

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Acxiom/Direct Media, Inc.:                                                      
Greenwich, Connecticut     Lease                     Office space; customer 
                                              service facility

Acxiom Great Lakes Data                                                         
Center, Inc.:                                                                   
Southfield, Michigan       Lease                     Office and computer    
                                             equipment space

Acxiom SDC, Inc.                                                                
(d/b/a Buckley Dement,                                                          
an Acxiom Company):                                                             
Skokie, Illinois           Lease                     Office and computer    
                                              equipment space;
                                                       warehouse and letter shop
                                   space

Acxiom Limited (formerly                                                        
known as Acxiom U.K., Ltd.):                                                    
(a)  London, England       Lease                     Office space; customer 
                                              service facility

(b)  Sunderland, England   Held in fee               Office space; computer 
                                                     equipment and warehouse
                                   space
DataQuick Information                                                           
Systems (d/b/a Acxiom/Data                                                      
Products Group):                                                                
San Diego, California      Lease                     Office space; customer 
                                              service facility

     The Company's  headquarters are presently located in Conway,  Arkansas. The
Conway facilities also consist of office buildings and a data processing center.
During  fiscal  year 1999,  construction  is  expected  to be  completed  on the
Company's new headquarters in Little Rock, Arkansas. The Company also expects to
complete the  construction  of a new customer  service  facility in Little Rock,
Arkansas prior to the end of fiscal year 1999.                                  

     Pursuant to its data center management agreement with Trans Union discussed
above under Item 1, the Company  leases office and computer  equipment  space at
Trans Union's corporate headquarters in Chicago, Illinois.                      

     Pursuant to its data center management  agreement with Polk discussed above
under  Item 1,  the  Company  leases  office  and  computer  equipment  space in
Southfield,   Michigan.  In  addition,   the  Company  leases  office  space  in
Cincinnati,  Ohio and  Denver,  Colorado in  connection  with the  services  the
Company provides to Polk.                                                       

     As a result of the Company's  acquisition of DataQuick Information Systems,
the Company leases two facilities in San Diego, California. It also leases sales
office space in Arizona, California, Nevada, Oregon, Utah and Washington.       

     Due to the  acquisition  of Direct  Media/DMI,  Inc.,  the  Company  leases
primary  office  and  customer  service  space  in  Greenwich,  Connecticut.  In
addition,  the  Company  leases  sales  office  space  in  California,  Florida,
Illinois, New Jersey, New York, Ohio, South Carolina,  Canada,  England, and the
Netherlands.                                                                    

     With the acquisition of Buckley  Dement,  the Company leases primary office
and warehouse space in Skokie,  Illinois.  In addition,  with respect to Buckley
Dement and its affiliated company, KML, the Company leases sales office space in
California, Georgia and New Jersey.                                             

     In addition to the foregoing,  pursuant to the Guideposts  data  processing
agreement,  Guideposts  provides  office and  computer  equipment  space for the
Company's use at Guideposts' corporate headquarters in Carmel, New York.        

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     The Company  also leases sales  offices in  California,  Illinois,  Kansas,
Massachusetts,   New  Jersey,  New  York,  North  Carolina,   Texas,   Virginia,
Washington, D.C. and Wisconsin.                                                 

     The  Company's  International  Division's  corporate  and customer  service
operations in London,  England are presently housed in two principal  buildings,
both of which are  leased.  The Company  also  leases a facility in  Sunderland,
England where data  processing and fulfillment  services  operations are housed.
The International Division also leases office space in Malaysia and France.     

     During the most recent fiscal year,  the Company sold a warehouse  facility
in Warminster, Pennsylvania, which it had previously used in connection with the
operation of its mailing services division.  The Company also completed the sale
of a warehouse facility in Philadelphia.                                        

     In general, the offices, customer service and data processing facilities of
the Company are in good condition.  Management  believes that its facilities are
suitable  and  adequate  to meet  the  current  needs of the  Company.  As such,
management  believes that, except for the Little Rock,  Arkansas expansion noted
above, no substantial additional properties will be required during fiscal 1999.
A portion of the real  property  owned by the Company is pledged to secure notes
payable.                                                                        

Item 3.  Legal Proceedings                                                      

Not applicable.                                                       

Item 4.  Submission of Matters to a Vote of Security Holders                    

Not applicable.                                                       

 EXECUTIVE OFFICERS OF THE COMPANY

     Each of the Company's executive officers, including position held, age, and
year of initial  appointment as an executive officer and business experience for
the past five years, is listed below: Year Name Position Held Age Elected       

Charles D. Morgan (a)     Chairman of the Board              55           1972  
  and President (Company Leader)

Rodger S. Kline (b)       Chief Operating Officer,           55           1975  
Treasurer and Director                                                          

James T. Womble (c)       Division Leader and Director       55           1975  

C. Alex Dietz (d)         Division Leader                    55           1979  

Paul L. Zaffaroni (e)     Division Leader                    51           1990  

Jerry C.D. Ellis (f)      Division Leader                    48           1991  

Robert S. Bloom (g)       Chief Financial Officer            42           1992  

------------------------------------                                            

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(a)  Mr. Morgan joined the Company in 1972. He has been Chairman of the Board of
     Board of  Directors  since  1975,  and  serves as the  Company's  president
     (Company  Leader).  He was  employed by IBM  Corporation  ("IBM")  prior to
     joining the Company. Mr. Morgan holds a mechanical  engineering degree from
the University of Arkansas.                                           

(b)  Mr. Kline joined the  Company in 1973.  He has been a director  since 1975,
     and serves as the Company's chief operating officer and treasurer. Prior to
     joining the  Company,  Mr.  Kline was  employed by IBM.  Mr.  Kline holds a
degree in electrical engineering from the University of Arkansas.     

(c)  Mr. Womble  joined the Company in 1974.  He has been a director since 1975,
     1975,  and serves as one of the Company's four division  leaders.  Prior to
     joining the Company,  Mr.  Womble was  employed by IBM. Mr.  Womble holds a
degree in civil engineering from the University of Arkansas.          

(d)  Mr. Dietz joined the Company in 1970 and  served as a vice  president until
     1975.  Between  1975  and  1979  he was an  officer  of a  commercial  bank
     responsible  for data  processing  matters.  Following  his  return  to the
     Company in 1979,  Mr. Dietz  served as senior level  officer of the Company
     and is presently one of the  Company's  four  division  leaders.  Mr. Dietz
holds a degree in electrical engineering from Tulane University.      

(e)  Mr. Zaffaroni joined the Company in 1990. He serves as one of the Company's
     four division leaders. Prior to joining the Company, he was employed by IBM
     for 21  years,  most  recently  serving  as  regional  sales  manager.  Mr.
 Zaffaroni holds a degree in marketing from Youngstown State University.

(f)  Mr. Ellis joined the Company  in 1991 as managing director of the Company's
     Company's U.K. operations.  He serves as one of the Company's four division
     leaders.  Prior to 1991,  Mr.  Ellis was  employed  for 22 years  with IBM,
     serving most  recently as  assistant  to the CEO of IBM's U.K.  operations.
     Prior to that,  Mr. Ellis served as branch  manager of the IBM U.K.  Public
Sector division.                                                      

(g)  Mr. Bloom joined the Company in 1992  as chief financial officer.  Prior to
     joining the Company,  he was  employed  for six years with Wilson  Sporting
     Goods Co. as chief financial officer of its international  division.  Prior
     to his employment with Wilson,  Mr. Bloom was employed by Arthur Andersen &
     Co. for nine  years,  serving  most  recently  as  manager.  Mr.  Bloom,  a
     Certified  Public  Accountant,  holds  a  degree  in  accounting  from  the
University of Illinois.                                               

     There are no family  relationships  among  any of the  Company's  executive
officers and/or directors.                                                      

 PART II

Item 5.  Market  for the  Registrant's  Common  Equity and  Related  Stockholder
Matters                                                       

     The  information  required  by this Item  appears in the  Company's  Annual
Report at p. 40, which information is incorporated herein by reference.         

Item 6.  Selected Financial Data                                                

     The  information  required  by this Item  appears in the  Company's  Annual
Report at p. 16, which information is incorporated herein by reference.         

Item 7.  Management's Discussion and Analysis of Financial Condition and Results
of Operations                                                 

     The  information  required  by this Item  appears in the  Company's  Annual
Report at pp. 18-23, which information is incorporated herein by reference.     

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Item 8.  Financial Statements and Supplementary Data                            

     The  Financial  Statements  required by this Item  appear in the  Company's
Annual  Report  at pp.  24-37,  which  information  is  incorporated  herein  by
reference.  The Financial Statement Schedule which constitutes the Supplementary
Data required by this Item is attached hereto.                                  

Item 9.  Changes  In  and  Disagreements  With  Accountants  on  Accounting  and
Financial Disclosure                                          

Not applicable.                                                       

PART III

Item 10.  Directors and Executive Officers of the Registrant                    

     Pursuant  to general  instruction  G(3) of the  instructions  to Form 10-K,
information  concerning the Company's  executive  officers is included under the
caption "Executive Officers of the Company" at the end of Part I of this Report.
The  remaining  information  required  by this Item  appears  under the  caption
"Election of Acxiom  Directors" in the Company's 1998 Proxy  Statement and under
the caption "Section 16(a)  Beneficial  Ownership  Reporting  Compliance" in the
Company's 1998 Proxy  Statement,  which  information is  incorporated  herein by
reference.                                                                      

Item 11.  Executive Compensation                                                

     The information  required by this Item appears under the heading "Executive
Compensation"  in the  Company's  1998 Proxy  Statement,  which  information  is
incorporated herein by reference.                                               

Item 12.  Security Ownership of Certain Beneficial Owners and Management        

     The information  required by this Item appears under the heading  "Security
Ownership  of  Certain  Beneficial  Owners  and  Management  of  Acxiom"  in the
Company's 1998 Proxy  Statement,  which  information is  incorporated  herein by
reference.                                                                      

Item 13.  Certain Relationships and Transactions                                

     The  information  required by this Item appears under the heading  "Certain
Transactions"  in the  Company's  1998 Proxy  Statement,  which  information  is
incorporated herein by reference.                                               

 PART IV

Item 14.  Exhibits, Financial Statement Schedule and Reports on Form 8-K        

The following documents are filed as a part of this Report:           

1.   Financial Statements.                                  

               The  following    consolidated   financial   statements   of  the
registrant and its subsidiaries included on pages 24 through 37 of the Company's
Annual  Report  and the  Independent  Auditors'  Report on page 38  thereof  are
incorporated  herein by reference.  Page  references  are to page numbers in the
Annual Report.                                                                  

                                                                          Page

Consolidated Balance Sheets as of March 31, 1998 and 1997                   24  

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Consolidated Statements of Earnings for the years ended                         
March 31, 1998, 1997 and 1996                                               25  

Consolidated Statements of  Stockholders' Equity for the                        
years ended March 31, 1998, 1997 and 1996                                  26-27

Consolidated Statements of Cash Flows for the years ended                       
March 31, 1998, 1997 and 1996                                               28  

Notes to the Consolidated Financial Statements                             29-37

Independent Auditors' Report                                                38  

2.   Financial Statement Schedule.                          

               The following additional information for the years 1998, 1997 and
1996 is submitted  herewith and appears on the two pages  immediately  preceding
the signature page of this Report on Form 10-K.                                 

Independent Auditors' Report                                                    

Schedule II - Valuation  and  Qualifying  Accounts for the years ended March 31,
1998, 1997 and 1996                                                             

               All other  schedules are omitted  because they are not applicable
or  not  required  or  because  the  required  information  is  included  in the
consolidated financial statements or notes thereto.                             

3.   Exhibits and Executive Compensation Plans.             

               The  following  exhibits  are  filed  with  this  Report  or  are
incorporated by reference to previously filed material.                         

Exhibit No.                                                                     

3(a)     Amended and Restated  Certificate of Incorporation (previously filed as
         Exhibit 3(i) to the  Company's  Quarterly   Report on Form 10-Q for the
         quarterly period ended June 30, 1996,  Commission File No. 0-13163, and
incorporated herein by reference)                             

3(b)     Amended and Restated  Bylaws  (previously  filed as Exhibit 3(b) to the
         Company's  Annual  Report on Form 10-K for the fiscal  year ended March
         31, 1991,  Commission  File No.  0-13163,  and  incorporated  herein by
reference)                                                    

4        Rights  Agreement  dated January 28, 1998 between the Company and First
         Chicago Trust Company of New York, as Rights Agent, including the forms
         of Rights Certificate and of Election to Exercise,  included in Exhibit
         A to the Rights  Agreement and the form of  Certificate  of Designation
         and Terms of Participating Preferred Stock of the Company,  included in
         Exhibit B to the Rights Agreement  (previously  filed as Exhibit 4.1 to
         the  Company's  Current  Report on Form 8-K dated  February  10,  1998,
Commission File No.                                           
0-13163, and incorporated herein by reference)                

10(a)    Data  Center  Management  Agreement  dated July 27,  1992  between  the
         Company and Trans Union  Corporation  (previously filed as Exhibit A to
         Schedule  13-D of  Trans  Union  Corporation  dated  August  31,  1992,
    Commission File No. 5-36226, and incorporated herein by reference)

10(b)    Agreement to Extend and Amend Data Center  Management  Agreement and to
         Amend  Registration  Rights Agreement dated August 31, 1994 (previously
         filed as Exhibit 10(b) to Form 10-K for the fiscal year ended March 31,
         1995, as amended,  Commission File No. 0-13163, and incorporated herein
by reference)                                                 

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10(c)    Agreement for Professional Services dated November 23, 1992 between the
         Company and Allstate Insurance Company  (previously filed as Exhibit 28
         to Amendment  No. 1 to the Company's  Current  Report on Form 8-K dated
         December 9, 1992,  Commission File No. 0-13613, and incorporated herein
by reference)                                                 

10(d)    Acxiom  Corporation  Deferred  Compensation  Plan (previously  filed as
         Exhibit  10(b) to the  Company's  Annual  Report  on Form  10-K for the
         fiscal year ended March 31,  1990,  Commission  File No.  0-13163,  and
incorporated herein by reference)                             

10(e)    Amended  and  Restated  Key  Associate  Stock  Option  Plan  of  Acxiom
         Corporation  (previously filed as Exhibit 10(e) to the Company's Annual
         Report  on  Form  10-K  for the  fiscal  year  ended  March  31,  1997,
    Commission File No. 0-13163, and incorporated herein by reference)

10(f)    Acxiom  Corporation  U.K.  Share  Option  Scheme  (previously  filed as
         Exhibit  10(f) to the  Company's  Annual  Report  on Form  10-K for the
         fiscal year ended March 31,  1997,  Commission  File No.  0-13163,  and
incorporated herein by reference)                             

10(g)    Leadership Compensation Plan                                           

10(h)    Acxiom Corporation Non-Qualified Deferred Compensation Plan (previously
         filed as Exhibit 10(i) to the Company's  Annual Report on Form 10-K for
the fiscal year ended March 31, 1996, Commission File No.     
0-13163, and incorporated herein by reference)                

10(i)    Asset  Purchase  Agreement  dated April 1, 1996 between the Company and
         Direct Media/DMI,  Inc. (previously filed as Exhibit 2 to the Company's
      Current Report on Form 8-K dated April 30, 1996, Commission File No.
0-13613, and incorporated herein by reference)                

13       Portions of the Company's Annual Report                                

21       Subsidiaries of the Company                                            

23       Consent of KPMG Peat Marwick LLP                                       

24       Powers of  Attorney  for  Robert S. Bloom,  Dr. Ann H. Die,  William T.
         Dillard II,  Harry  L. Gambill,  Rodger  S. Kline,  Charles  D. Morgan,
Robert A. Pritzker, Walter V. Smiley and James T. Womble      

27       Financial Data Schedule                                                

     Listed  below  are  the  executive   compensation  plans  and  arrangements
currently  in effect  and which are  required  to be filed as  exhibits  to this
Report:                                                                         

          -    Amended and  Restated Key  Associate  Stock Option Plan of Acxiom
Corporation                                       
-    Acxiom Corporation U.K. Share Option Scheme            
-    Leadership Compensation Plan                           
-    Acxiom Corporation Deferred Compensation Plan*         
-    Acxiom Non-Qualified Deferred Compensation Plan        

-------------------------------                                                 

*    To date, only one grant has been made, in 1990.                            

4.   Reports on Form 8-K.                                             

     A report was filed on February  10,  1998,  which  reported  the  Company's
adoption of a shareholder rights plan.                                          

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INDEPENDENT AUDITORS' REPORT

The Board of Directors                                                          
Acxiom Corporation                                                              

Under date of May 8, 1998,  we reported on the  consolidated  balance  sheets of
Acxiom  Corporation  and  subsidiaries  as of March 31,  1998 and 1997,  and the
related consolidated statements of earnings, stockholders' equity and cash flows
for each of the years in the three-year  period ended March 31, 1998,  which are
included in the 1998 annual report to shareholders. These consolidated financial
statements  and our report thereon are  incorporated  by reference in the annual
report on Form 10-K for the year ended March 31, 1998.  In  connection  with our
audits of the aforementioned  consolidated financial statements, we also audited
the related financial  statement schedule of valuation and qualifying  accounts.
This  financial  statement  schedule  is the  responsibility  of  the  Company's
management.  Our  responsibility  is to express  an  opinion  on this  financial
statement schedule based on our audits.                                         

In our opinion,  such financial statement schedule,  when considered in relation
to the  basic  consolidated  financial  statements  taken as a  whole,  presents
fairly, in all material respects, the information set forth therein.            

Little Rock, Arkansas                                                           
May 8, 1998                                                                     

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                                                                   Schedule II

 ACXIOM CORPORATION AND SUBSIDIARIES

 Valuation and Qualifying Accounts

 Years ended March 31, 1998, 1997 and 1996

(In thousands)

Additions                     
           Balance at  charged to     Other    Bad debts    Bad      Balance
          beginning   costs and    additions   written    debts     at end
            of period   expenses      (note)       off    recovered  of period

1998:                                                                           
Allowance                                                                   
for                                                                         
doubtful                                                                    
accounts,                                                                   
returns                                                                     
and                                                                         
credits     $ 4,333      3,090        224        4,744      397       3,300 
             =====      =====        ===        =====      ===       =====

1997:                                                                           
Allowance                                                                   
for                                                                         
doubtful                                                                    
accounts,                                                                   
returns                                                                     
and                                                                         
credits     $ 1,880      4,399      4,800        7,044      298       4,333 
             =====      =====      =====        =====      ===       =====

1996:                                                                           
Allowance                                                                   
for                                                                         
doubtful                                                                    
accounts,                                                                   
returns                                                                     
and                                                                         
credits     $ 2,143        150        131          726      182       1,880 
             =====        ===        ===          ===      ===       =====

Note - Other additions in 1998 represent the valuation  accounts acquired in the
       Multinational and STW acquisitions. Other additions in 1997 represent the
       valuation accounts acquired  in the  Pro CD and DMI  acquisitions.  Other
       additions in 1996  represent  the  valuation  accounts  acquired  in  the
Generator and DataQuick acquisitions.                             

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SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the registrant has duly caused this Report to be signed on
its behalf by the undersigned.                                                  

                    ACXIOM CORPORATION

Date:  June 23, 1998                     By: /s/ Catherine L. Hughes            
                                            ------------------------------------
                           Catherine L. Hughes
                 Secretary

     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
Report  has  been  signed  below  by the  following  persons  on  behalf  of the
registrant and in the capacities and as of the dates indicated.                 

Signature                                                                       

Robert S. Bloom*                Chief Financial Officer           June 23, 1998 
---------------------------     (Principal accounting officer)                  
Robert S. Bloom                                                           

Dr. Ann H. Die*                 Director                          June 23, 1998 
---------------------------                                                     
Dr. Ann H. Die                                                            

William T. Dillard II*          Director                          June 23, 1998 
---------------------------                                                     
William T. Dillard II                                                   

Harry C. Gambill*               Director                          June 23, 1998 
Harry C. Gambill                                                        

Rodger S. Kline*                Chief Operating Officer,          June 23, 1998 
---------------------------     Treasurer and Director                          
Rodger S. Kline             (Principal financial officer)               

Charles D. Morgan*              Chairman of the Board and         June 23, 1998 
--------------------            President (Company Leader)                      
Charles D. Morgan           (Principal executive officer)               

Robert A. Pritzker*             Director                          June 23, 1998 
Robert A. Pritzker                                                      

Walter V. Smiley*               Director                          June 23, 1998 
Walter V. Smiley                                                        

James T. Womble*                Division Leader and Director      June 23, 1998 
--------------------                                                            
James T. Womble                                                         

*By:  /s/ Catherine L. Hughes                                                   
-----------------------------------                                     
Catherine L. Hughes                                                   
Attorney-in-Fact                                                      

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EXHIBIT INDEX 

 Exhibits to Form 10-K

Exhibit                                                                         
No.                                   Exhibit                               

3(a)     Amended and Restated  Certificate of Incorporation (previously filed as
         Exhibit 3(i) to the  Company's  Quarterly   Report on Form 10-Q for the
         quarterly period ended June 30, 1996,  Commission File No. 0-13163, and
incorporated herein by reference)                             

3(b)     Amended and Restated  Bylaws  (previously  filed as Exhibit 3(b) to the
         Company's  Annual  Report on Form 10-K for the fiscal  year ended March
         31, 1991,  Commission  File No.  0-13163,  and  incorporated  herein by
reference)                                                    

4        Rights  Agreement  dated January 28, 1998 between the Company and First
         Chicago Trust Company of New York, as Rights Agent, including the forms
         of Rights Certificate and of Election to Exercise,  included in Exhibit
         A to the Rights  Agreement and the form of  Certificate  of Designation
         and Terms of Participating Preferred Stock of the Company,  included in
         Exhibit B to the Rights Agreement  (previously  filed as Exhibit 4.1 to
         the  Company's  Current  Report on Form 8-K dated  February  10,  1998,
Commission File No.                                           
0-13163, and incorporated herein by reference)                

10(a)    Data  Center  Management  Agreement  dated July 27,  1992  between  the
         Company and Trans Union  Corporation  (previously filed as Exhibit A to
         Schedule  13-D of  Trans  Union  Corporation  dated  August  31,  1992,
    Commission File No. 5-36226, and incorporated herein by reference)

10(b)    Agreement to Extend and Amend Data Center  Management  Agreement and to
         Amend  Registration  Rights Agreement dated August 31, 1994 (previously
         filed as Exhibit 10(b) to Form 10-K for the fiscal year ended March 31,
         1995, as amended,  Commission File No. 0-13163, and incorporated herein
by reference)                                                 

10(c)    Agreement for Professional Services dated November 23, 1992 between the
         Company and Allstate Insurance Company  (previously filed as Exhibit 28
         to Amendment  No. 1 to the Company's  Current  Report on Form 8-K dated
         December 9, 1992,  Commission File No. 0-13613, and incorporated herein
by reference)                                                 

10(d)    Acxiom  Corporation  Deferred  Compensation  Plan (previously  filed as
         Exhibit  10(b) to the  Company's  Annual  Report  on Form  10-K for the
         fiscal year ended March 31,  1990,  Commission  File No.  0-13163,  and
incorporated herein by reference)                             

10(e)    Amended  and  Restated  Key  Associate  Stock  Option  Plan  of  Acxiom
         Corporation  (previously filed as Exhibit 10(e) to the Company's Annual
         Report  on  Form  10-K  for the  fiscal  year  ended  March  31,  1997,
    Commission File No. 0-13163, and incorporated herein by reference)

10(f)    Acxiom  Corporation  U.K.  Share  Option  Scheme  (previously  filed as
         Exhibit  10(f) to the  Company's  Annual  Report  on Form  10-K for the
         fiscal year ended March 31,  1997,  Commission  File No.  0-13163,  and
incorporated herein by reference)                             

10(g)    Leadership Compensation Plan                                           

10(h)    Acxiom Corporation Non-Qualified Deferred Compensation Plan (previously
         filed as Exhibit 10(i) to the Company's  Annual Report on Form 10-K for
the fiscal year ended March 31, 1996, Commission File No.     
0-13163, and incorporated herein by reference)                

10(i)    Asset  Purchase  Agreement  dated April 1, 1996 between the Company and
         Direct Media/DMI,  Inc. (previously filed as Exhibit 2 to the Company's
      Current Report on Form 8-K dated April 30, 1996, Commission File No.
0-13613, and incorporated herein by reference)                

13       Portions of the Company's Annual Report                                

21       Subsidiaries of the Company                                            

23       Consent of KPMG Peat Marwick LLP                                       

24       Powers of  Attorney  for  Robert S. Bloom,  Dr. Ann H. Die,  William T.
         Dillard II,  Harry  L. Gambill,  Rodger  S. Kline,  Charles  D. Morgan,
Robert A. Pritzker, Walter V. Smiley and James T. Womble      

27       Financial Data Schedule                                                

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EXHIBIT 10(g)                                                                   

GENERAL DESCRIPTION OF THE LEADERSHIP TEAM
 COMPENSATION PLAN

OBJECTIVE                                                                       

-    The objective of the Leadership  Team  compensation  plan is to implement a
     pay  plan  which  will   reflect  the  leader's   responsibility,   provide
compensation that is both equitable and competitive, and which will:  

 -    Align the leader's interests with shareholder/investor's interest.

-    Motivate leaders to achieve the highest level of performance.    

     -    Retain key leaders by linking  leadership team compensation to company
performance.                                                

   -    Attract the best leaders through competitive, growth-oriented plans.

     -    Enable  sharing of growth & success  between  associates,  leaders and
shareholders.                                               

PLAN PROVISIONS                                                                 

Eligibility of Participants                                                     

-    For purposes of the Leadership Team Compensation plan,  eligible associates
     will include Division leaders, Group leaders,  Business Unit leaders, Sales
     leaders,  Business  Development leaders,  Industry Application  Development
     leaders, Finance and Accounting leaders Organizational Development leaders,
and Corporate Office leaders.                                         

COMPONENTS AND PLAN STRUCTURE                                                   

-    The components of the Leadership Team Compensation Plan are as follows:    

-    Base salary (not at risk)                                        
-    Base salary (at risk)                                            
-    Long-term incentive (stock options)                              
-    Retention/Recruiting Bonus (Special Situations Only)             

-    Exhibit 1 of this document  reflects the above  components for the 5 levels
     of the  Leadership  Team  Compensation  Plan. In addition,  it reflects the
Business Development / Sales Leadership plan.                         

-    Each level of the plan has the following:                                  

-    Base salary ranges (lower and upper)                             

     -    Plan structure  (reflecting  percentage guideline ranges for each plan
          component to total  compensation  as well as number of years for which
          options are granted  under the  long-term  incentive  component of the
plan)                                                       

-    Each  leader  is  slotted  into  one of the  five  levels  based  on  their
     experience, scope of responsibility and past performance. The individual to
     whom the leader  reports  is  responsible  for  managing  their  respective
     slotting.   Division   leaders   must   approve  all  level  3   slottings.
     Additionally, Division leaders must approve all slottings of individuals on
     the Business Development / Sales Leadership  compensation plan. The Company
leader must approve all slottings of levels 4 and 5.                  

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-    Leaders slotted in the Business Development / Sales Leadership plan must be
a senior level business development / sales leader responsible for:   

     -    developing new business and  relationships  at senior executive levels
of customers and prospects, or                              

     -    providing  leadership to two or more sales  associates  for a Group or
          Division. Providing leadership means assigning quotas and territories,
          conducting  regular reviews of  salesperson's  call activity,  hiring,
          terminations,  preparing skill development plans, performance reviews,
          coaching,  mentoring and  overseeing the overall sales process for the
area.                                                       

BASE SALARY (NOT AT RISK)                                                       

-    Guidelines  have  been  established  to award  Base  salary  increases  for
   salaries that are "within range," "in excess of range" and "below range."

-    The percentage increase guidelines are revised/validated annually.         

-    Base salaries for Business  Development/Sales  leaders will be  established
and managed using the Level 2 salary ranges.                          

BASE SALARY (AT RISK)                                                           

General                                                                         

-    The base salary at risk (referred to as at risk throughout the remainder of
     this document) amount for the full fiscal year is determined by the company
     leadership  as shown below and is based on the  eligible  associate's  base
     salary as of May. No adjustment is made to at risk amounts  during the plan
     year unless the leader  moves from one plan level to another or is assigned
     a different job which warrants a change.  In the event there is a change in
the at-risk, it will be prorated based on the date of the change.     

Leader                             Approval of At Risk  

CLT and Group Leaders              Company Leader       
All Other Leaders                  Division Leaders     

-    Eligible  associates  must be employed on the date of the actual payment to
     receive payment for the quarterly  and/or year-end at risk. The at risk for
     eligible  associates who joined the Leadership  Team after the beginning of
     the  quarter  will be  pro-rated  based  on hire  date.  Additionally,  the
year-end at risk amount will be prorated in the same manner.          

At risk targets                                                                 

-    At risk will be based on the change in EVA attained with an EPS gate. (With
     the  exception  of  the  commission/specific  objective  component  of  the
     Business  Development/Sales  Leadership  plans.  See  page 5 -  Commission/
specific objective at risk targets.)                                  

EVA Incentive Principles                                                        

-    Target Incentive                                                           
Competitive total compensation opportunity                  

-    Expected EVA Improvement                                                   
          Performance  standard to achieve the company "target EVA" (and to meet
          the market's  expectation of EVA  improvement  required to support the
price of the Company's stock.)                              

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-    Sharing of EVA Improvement Above/Below Expected                            
Associates and shareholders share risks and rewards         

-    Incentive Bank                                                             
Cumulative performance and incentive linked                   

Target Incentives and Expected EVA Improvement                                  

-    Achievement of Expected EVA Improvement results in Target Incentive Pool   

Sharing of Incremental EVA Results                                              

-    Sharing of incremental EVA (above/below "Expected") is constant            
-    50% of every $1 of EVA above expected is added to incentive pool.          
-    50% of every $1 of EVA below  expected is subtracted  from  incentive  pool
(EVA improvement can be below zero.)                                  
-    Associates/leaders share in all risks and rewards (no caps or floors)      

Incentive Bank Principles                                                       

-    Incentive Pool for current year "deposited" into incentive bank            
-    Bank balance distributed:                                                  
-    100% up to  "target"  incentive  - (Note - it is the  intent of the plan to
     distribute  33% of the bank  balance  above the achieved  target  incentive
     under  normal   circumstances.   However,  the  actual  %  distribution  is
     determined by the Compensation  Committee of the Company based on analyzing
     the achieved results for the year. The Committee may adjust this percentage
     based on special  circumstances and may elect to not distribute any of this
    remaining bank balance and to carry all of it forward into the next year.)
-    Up to 33% above "target" incentive                                         
-    Remaining bank balance reserved against future performance                 
-    "Negative" bank balance "repaid" before future incentives are paid         

Incentive Funding (EPS Gates)                                                   

-    Incentive attainment determined based on EVA achievement                   

-    Incentive funding subject to pro rata reduction if EPS Gate is not achieved

-    Bank "deposits" equal to Incentive Attained Times Funding Factor.  (Funding
factor equals Incentives funded divided by Incentives Attained.)      

-    Existing bank balances also subject to forfeiture to satisfy EPS Gate.     

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Common fate at risk target breakdown                                  

                                 Group Leaders    Revenue       Shared
          Corporate    Division       OD/FA         Unit        Services
             Office      Leaders      Leaders**      Leaders    Unit Leaders
--------------------------------------------------------------------------------
Common          100%         60%           50%           25%           75%      
Fate          Co. EVA      Co. EVA       Co. EVA       Co. EVA       Co. EVA    
--------------------------------------------------------------------------------
Unit             0%          40%           25%           75%*          25%      
Performance                Div EVA      Div. EVA                    Bus. Plan   

                         25%        (25% Div
                     Group EVA       EVA)*

                                      (25% Group
                                     EVA)*

                                     (25% Unit
                                     EVA)*

*   These are the default  percentages unless  the corporate  office  approves a
different  documented  plan.  Differences  should be submitted to the  corporate
office  by the  Division  leader  by  July  11 and by  October  31 for  mid-year
revisions.                                                                      

**  Organizational   Development  and   Finance/Accounting   Leaders'  at   risk
percentages will be 50% Company EVA and 50% Division EVA.                       

     Note:  All at risk  payments are subject to EPS gate (with the exception of
     the    commissions/specific    objective    portion    of   the    Business
Development/Sales Leadership plan)                                    

Commission/specific objective at risk targets                                   

-    These targets apply only to Business Development/Sales Leadership plan.    

-    The  commission/specific  objective  portion  of at risk under this plan is
     based  on  revenue  and/or  EVA  percentage  of  quota  attainment  for the
     territories  assigned to the business  development/sales  leader. It is the
     responsibility  of  the  individual's   Division  and/or  Group  Leader  to
establish these targets.                                              

-    The commission/specific objective portion will be funded by the Unit, Group
     or  Division  and is not  subject  to the EPS  gate as is the  common  fate
     portion  of at risk.  Budgets  and EVA  targets  will not be  adjusted  for
additional commission expense due to these plans.                     

-    All commissions are calculated on a YTD, cumulative basis.                 

-    The plan  provisions  and quota  assigned may be changed at any time by the
Division Leader.                                                      

-    The  Division  Leader  may choose not to accept  additional  business  when
     resources are not  available to process the work. It is the sales  leader's
     responsibility  to make  certain  that the  work  will be  accepted  before
customer commitments are made.                                        

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Divisions and Units (Except Data Products Division):                            

-    The Division, Group and unit EVA is the controllable EVA for a Division and
     revenue  Group/Unit  which includes the direct revenue and expenses for the
     unit(s) less appropriate charges for data center  consumption,  application
     software and facilities as determined by the ABM system. Also included will
     be a charge for the cost of capital  including  accounts  receivable,  data
     center  equipment,  workstation/LAN  and  facilities.  The  target for your
Group/Unit EVA will be negotiated with your Division Leader.          

Data Products Division - Groups/Units:                                          

-    Product Line EVA targets and attainment  must be certified by the corporate
office.                                                               

Shared Services Units:                                                          

-    The business plan target  component for Shared Services is to maintain your
expenses at or below your current fiscal year budget.                 

EPS Gate Target                                                                 

-    The EPS target for fiscal 1999 is $.75 per share.                          

-    All common fate at risk  payments are subject to first  achieving  Acxiom's
EPS targets.                                                          

Over Achievement                                                                

-    Above the funding at targeted EVA, 50% of all Incremental EVA will be added
     to Incentive Funding with no gate  calculation.  Above target funds will be
     added to the respective  incentive  banks and up to 1/3 will be paid at the
     end of the fiscal year and the remainder  will be banked for future payment
(subject to the sustained business performance of Acxiom Corporation).

-    The  over  achievement  EVA  will be  funded  at the  corporate  level  and
     distributed  to the  Divisions,  Groups and Units that over achieved  their
respective EVA targets.                                               

Method of payment:                                                              

-    It is Acxiom's intention to pay at risk in cash. However, from time to time
     the  Company  Leadership  Team  (CLT),  may  elect  to pay at risk in stock
     options  if  conditions  of the  business  justify  it. In the  event  this
     decision is made,  the CLT will make every effort to notify the  Leadership
     Team members within 5 business days of the decision being finalized.  If at
     risk is paid in stock options in lieu of cash, the Black-Scholes model will
be used to calculate the option value and number of options.          

-    Payments will be made quarterly based on attainment of financial objectives
     up  to  your  target   incentive  and  subject  to  the  EPS  funding  gate
calculation, as follows:                                              

First Quarter - 1/8th of total opportunity                            
Second Quarter - 1/8th of total opportunity                           
Third Quarter - 1/8th of total opportunity                            
     Fourth Quarter - 5/8th of total  opportunity (1/8 for the 4th Quarter & 1/2
for the Annual Target)                                      

-    All over achievement incentive calculations will be deferred until the year
end.                                                                  

-    All payments will be made within 60 days of the end of the quarter.        

-    All EVA and EPS gate calculations will be done on a year-to-date basis.    

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-    For the first,  second and third quarters,  the objectives are equal to the
     Year-to-date financial targets as of the end of each respective quarter and
     are  subject to the EPS gate  calculation.  The total  Company  EVA and EPS
     quarterly gate targets for FY '99 will be finalized after Business Planning
has been completed.                                                   

LONG-TERM INCENTIVE                                                             

-    For purposes of  determination of the long-term  incentive (LTI),  eligible
     associates  must be employed and be a member of the Leadership  Team on the
     date the Board of Directors reviews the LTI grants for that year (May Board
     of Directors  meeting).  There is no provision for prorating partial years.
     These  options  fall under the Acxiom stock option plan and will be subject
to all standard provisions.                                           

-    The  long-term  incentive  will be in the form of stock  options  and other
     performance  vehicles as necessary.  The current year vehicle will be stock
options.                                                              

-    Stock options will be awarded under three categories:                      

Category A - Fair market value at date of grant             
Category B - 50% above fair market value                    
Category C - 100% above fair market value                   

-    Using the Black-Scholes  stock options pricing model, the mix of options to
     be awarded as an approximate  percentage of the total  long-term  incentive
are:                                                                  

Category A - 50% of total long-term incentive               
Category B - 25% of total long-term incentive               
Category C - 25% of total long-term incentive               

-    Under the long-term incentive plan, participants will be awarded a grant of
     stock options on a cycle corresponding to the level of compensation plan to
     which the leader has been  assigned.  Multi-year  grants  are  awarded  for
levels 3 through 5.                                                   

-    In the event a leader is assigned a level with multi-year grants, they will
     be awarded the number of years of options necessary to put them on the same
cycle as all other leaders on that level.                             

-    Stock  options  awarded will vest  equally on each of the nine  anniversary
     dates  following the date of grant.  Stock  options may not be  exercisable
later than fifteen years after their date of grant.                   

-    Stock options may also be granted at the October Board Meeting. The October
     options  include new  Leadership  Team members as well as  adjustments  for
those moving from one level to another.                               

-    It is the current  intent of the Board of Directors  to continue  this plan
     (or a similar  plan) in future years.  The Board of Directors  reserves the
     right to modify or cancel  this plan in future  years for any reason at its
sole discretion.                                                      

RETENTION/RECRUITING BONUS                                                      

Retention Bonus:                                                                

A Retention  Bonus for key Senior  Leaders who we are at risk of losing is being
added to the plan this year.  Each Retention Bonus Plan for a Senior Leader must
by approved by Charles Morgan and Rodger Kline.                                 

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Retention Bonus Plan Provisions:                                                

In addition to standard At Risk plan                                  
     Up to 25% of base salary  (determined by Division Leader,  Rodger Kline and
Charles Morgan)                                             
To be paid at same time as at risk  payments                          
Not subject to Corporate gate                                         
Based on achieving predetermined, documented, individual objectives   
Distribution amounts to be determined by Division Leader              

Recruiting Bonus:                                                               

In  order  to  recruit  key  leaders,  it may  be  necessary  to pay a  one-time
recruiting bonus.                                                               

In addition to standard At Risk plan                                  
     Up to 25% of base salary  (determined by Division Leader,  Rodger Kline and
Charles  Morgan)                                              
To be paid upon hiring                                                
Not subject to Corporate gate                                         

PLAN MODIFICATIONS                                                              

Any  modification  to the  standard  plan  described  in this  document  must be
approved in advance by Rodger Kline.                                            

         EVA                                   EVA
                 (in 000's)    EPS                     (in 000's)    EPS
                 -----------------                     -----------------
 First Quarter      ($)       $.11    Third Quarter        $        $.24

 Second Quarter      $        $.18    Fourth Quarter       $        $.22
                                                           -        ----

                                          TOTALS           $        $.75
                                                           =        ====

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EXHIBIT 13                                                                      

(This  page and  the following seven (7) pages correspond  to pages 16-23 of the
Company's Annual Report.)                                                       

Selected Financial Data                                                         

Years Ended March 31,             1998      1997      1996      1995      1994  
------------------------------   -------   -------   -------   -------   -------
Earnings Statement Data:                                                        
  Revenue                      $ 465,065   402,016   269,902   202,448   151,669
  Net Earnings                 $  35,597    27,512    18,223    12,405     8,397
  Basic earnings per share     $     .68       .54       .39       .29       .20
  Diluted earnings per share   $     .60       .47       .35       .27       .19
==============================   =======   =======   =======   =======   =======

March 31,                         1998      1997      1996      1995       1994 
------------------------------   -------   -------   -------   -------   -------
Balance Sheet Data:                                                             
  Current assets               $ 114,552    87,472    54,014    43,517    35,857
  Current liabilities          $  68,300    39,127    31,159    24,964    12,895
  Total assets                 $ 394,310   299,668   194,049   148,170   123,378
Long-term debt, excluding                                                   
    current installments       $  99,917    87,120    26,885    18,219    34,992
  Redeemable common stock      $       -         -         -         -     7,692
  Stockholders' equity         $ 200,128   156,097   122,741    97,177    61,896
==============================   =======   =======   =======   =======   =======

(In  thousands,  except per share data.  Per share data are  restated to reflect
2-for-1 stock splits in fiscal 1997 and 1995.)                                  

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The following table is submitted in lieu of the required graphs:                

YEAR                              1994      1995      1996      1997      1998  
------------------------          -----     -----     -----     -----     ----- 
Revenue (Dollars in Millions)    $151.7    $202.4    $269.9    $402.0    $465.1 
Diluted Earnings Per Share                                                      
 (In Dollars)                    $0.19     $0.27     $0.35     $0.47     $0.60
Stock Price (In Dollars) at                                                     
 March 31                        $5.19     $8.38    $11.94    $14.38    $25.63
Pretax Margin (In Percent)         8.9%      9.9%     10.9%     11.0%     12.1% 
Return on Equity (In Percent)     13.2%     15.3%     16.5%     20.3%     20.4% 
Earnings Before Interest,                                                       
Taxes, Depreciation and                                                     
Amortization ("EBITDA")                                                     
 (Dollars in Millions)           $35.6     $42.0     $52.9     $81.2    $103.2

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Management's Discussion  and  Analysis of  Financial  Condition  and  Results of
Operations                                                                      

Results of Operations                                                           
In fiscal 1998, the Company recorded the highest annual revenues,  earnings, and
earnings per share in its history.                                              
     The following table shows the Company's revenue by division for each of the
years in the three-year period ended March 31, 1998 (dollars in millions):      

                                                         1997 to   1996 to
                       1998       1997       1996       1998      1997
                       -----      -----      -----      ----      ----
Services Division          $152.5     $129.5     $105.2      +18%      +23%     
Alliances Division          146.7      129.0       89.0      +14       +45      
Data Products Division      132.3      115.3       58.0      +15       +99      
International Division       33.6       28.2       17.7      +19       +59      
                       -----      -----      -----      ----      ----
                      $465.1     $402.0     $269.9      +16%      +49%

     Consolidated revenue was a record $465.1 million in 1998, up 16% from 1997.
Adjusting for Trans Union pass-through revenue recorded last year and the Pro CD
retail business which was sold in 1998, the increase for 1998 was 22%. For 1997,
revenue grew 49%,  reflecting 29% due to internal  growth and 20% resulting from
the Pro CD and DMI acquisitions which were completed at the beginning of 1997.  
     Services  Division revenue  increased 18% for 1998, after increasing 23% in
1997.  Business  units with  double-digit  revenue  increases  from 1997 to 1998
included Retail, High Tech, Publishing,  and Utilities,  along with the business
units serving  Allstate,  Citicorp,  and IBM. The Services Division results also
include  revenue from the Buckley Dement  acquisition for the second half of the
year.   These   increases   were   partially   offset  by  a  decrease   in  the
Telecommunications  business unit revenue from the prior year resulting from the
continued  inability of the regional  Bell  operating  companies to  effectively
compete in the long distance phone market. The revenue increase for the Services
Division in fiscal 1997 is primarily due to growth in the Publishing, High Tech,
and Retail business units, along with the business unit serving Allstate.       
     Alliances  Division revenue  increased 14% from 1997 to 1998,  following an
increase of 45% from 1996 to 1997.  However,  after adjusting for a reduction in
pass-through revenue recorded on the Trans Union marketing services agreement in
1997 of approximately  $11 million,  revenue actually  increased by 24% in 1998.
Financial  services  revenue  jumped  by 58% in 1998  reflecting  the  Company's
success  in  delivering  open data mart  solutions  to  credit  card  marketers.
Included in this  revenue is the  revenue for  equipment  and  software  sold in
connection with these solutions.  Trans Union revenue decreased when compared to
1997, but again adjusting for the pass-through revenue recorded last year, Trans
Union  revenue  actually  increased  19%,  reflecting  growth in the data center
contract and revenue  related to the  marketing  services  agreement.  Growth in
other  Alliances  Division  business  units was offset by lower revenue from the
Polk business unit due to a software sale in 1997. The revenue  increase for the
Alliances Division in 1997 reflects growth in credit card processing revenues of
31% and incremental  revenues from the outsourcing contract with Polk, which was
still ramping up in 1996.                                                       
     Data Products  Division revenue increased 15% in 1998 after almost doubling
in 1997. Pro CD revenue decreased by $6.6 million in 1998 reflecting the sale of
the  retail and direct  marketing  side of the  business  to  American  Business
Information,  Inc.  ("ABI") in August 1997 which offset  growth in the corporate
side of the business.  Gains were also reported by other Data Products  business
units including Acxiom Data Group  (InfoBase),  up 50%,  DataQuick,  up 21%, and
DMI, up 14%. The increase in revenue in 1997 is due primarily to the DMI and Pro
CD acquisitions which were completed at the beginning of fiscal 1997.           
     The  International  Division  recorded revenue increases of 19% and 59% for
1998 and 1997, respectively. The increases in 1998 and 1997 were attributable to
an increase  in the level of  fulfillment  activity  and  increases  in database
services.                                                                       

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     The following  table shows the Company's  revenue  distribution by customer
industry  for each of the years in the  three-year  period  ended March 31, 1998
(dollars in millions):                                                          

                                                         1997 to   1996 to
                       1998       1997       1996       1998      1997
                       -----      -----      -----      ----      ----
Direct Marketing           $155.5     $136.9     $ 72.1      +14%      +90%     
Financial Services          113.8       80.4       72.0      +42       +12      
Insurance                    92.0       81.2       67.1      +13       +21      
Information &                                                                   
Communication Services     77.3       81.1       42.1      - 5       +93    
Media/Publishing             26.5       22.4       16.6      +18       +35      
                       -----      -----      -----      ----      ----
                      $465.1     $402.0     $269.9      +16%      +49%

The 1998 growth was led by the financial services sector as a result of strength
in credit card-related revenue. Direct marketing and information & communication
services  growth was mitigated by the Trans Union  pass-through  revenue and the
sale of the Pro CD retail and direct marketing business noted earlier.  The 1997
growth  was  impacted  favorably  by the  acquisitions  of DMI and Pro CD at the
beginning of the year.                                                          
     The following  table presents  operating  expenses for each of the years in
the three-year period ended March 31, 1998 (dollars in millions):               

                                                         1997 to   1996 to
                       1998       1997       1996       1998      1997
                       -----      -----      -----      ----      ----
Salaries and benefits      $173.9     $145.0     $ 98.1      +20%      +48%     
Computer, communications                                                        
and other equipment        60.9       58.6       41.0      + 4       +43    
Data costs                   86.5       76.3       63.4      +13       +20      
Other operating costs                                                           
and expenses               84.3       72.8       36.7      +16       +98    
                       -----      -----      -----      ----      ----
                      $405.6     $352.7     $239.2      +15%      +47%

Salaries  and benefits  increased  from 1997 to 1998 by 20%  principally  due to
increased  headcount to support the growth of the business and merit  increases,
combined with increases in incentive compensation and the impact of acquisitions
during the year.  Salaries and benefits  increased  from 1996 to 1997 by 48% due
primarily  to the  acquisitions  of DMI  and  Pro CD.  After  adjusting  for the
acquisitions, the resulting 20% growth primarily reflects increased headcount to
support the growth of the business.                                             
     Computer,  communications  and other  equipment  costs rose 4% from 1997 to
1998.  The  increase  reflects  depreciation  on  capital  expenditures  made to
accommodate  business  growth,  mostly  offset by the effect of the Trans  Union
pass-through  expenses recorded in the prior year. Computer,  communications and
other  equipment   costs  increased  43%  in  1997.   After  adjusting  for  the
acquisitions  of Pro CD and DMI and the  pass-through  expenses,  computer costs
increased 15% due primarily to additional depreciation and other equipment costs
related to  increases  in data  center  equipment  to support  the growth of the
business, including the Polk outsourcing contract.                              
     Data costs grew 13% in 1998 and 20% in 1997.  In both  years,  the  primary
reason for the increase was the growth in revenues under the Allstate contract. 

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     Other operating  costs and expenses  increased 16% in 1998. The increase is
primarily  attributable  to  acquisitions,  the  server  sales by the  Alliances
Division  noted  above,  an increase  in bad debt  expense,  and  volume-related
increases,  reduced  by the  impact of the sale of the Pro CD retail  and direct
marketing business.  For 1997, other operating costs and expenses increased 98%.
After  adjusting  for the  impact  of the DMI  and Pro CD  acquisitions  and the
ramp-up of the Polk contract,  the increase was 24% reflecting  increased  costs
necessary to support increased revenues.                                        
     Software and research and  development  spending was $23.3  million in 1998
compared to $17.2 million in 1997 and 10.4 million in 1996.                     
     Income from  operations in 1998 was a record $59.4 million,  an increase of
21% over 1997.  Income from operations in 1997 reflected an increase of 61% over
1996.  The  operating  margin in 1998 was 12.8%,  compared  to 12.3% in 1997 and
11.4% in 1996.                                                                  
     Interest  expense  increased  by over $2  million in both 1998 and 1997 due
primarily to increased average debt levels each year.                           
     Other,  net for 1998 includes $1.0 million in gains on the disposals of the
Pro CD retail and direct marketing  business compared with a $2.6 million charge
in 1997 due to a  write-off  related to the sale of an Acxiom  Mailing  Services
facility.  Other,  net in 1998  also  includes  interest  income  on  noncurrent
receivables  of $1.9 million  compared with  interest  income of $0.5 million in
1997.                                                                           
     The  Company's  effective  tax rate was 37.0%,  37.5%,  and 38.0% for 1998,
1997, and 1996, respectively. In each year, the effective rate exceeded the U.S.
statutory  rate  primarily  because of state income taxes,  partially  offset by
research and experimentation tax credits.                                       
     Net earnings  were a record $35.6  million in 1998, an increase of 29% from
1997, after increasing 51% from 1996 to 1997. Basic earnings per share increased
26% to $0.68 in 1998 after  increasing 38% in 1997.  Diluted  earnings per share
were $0.60, up 28% from 1997, after increasing 34% in 1997.                     

Capitol Resources and Liquidity                                                 
Working  capital at March 31,  1998  totaled  $46.3  million  compared  to $48.3
million a year  previously.  At March 31, 1998, the Company had available credit
lines of $119.9 million of which $36.4 million was outstanding.  The Company has
renewed  and  expanded  the  revolving  credit  agreement  which now  allows for
revolving  loans and  letters of credit of up to $125  million.  The Company has
been  allowed by the  holders of the $25  million  convertible  note  payable to
reduce the amount of the letter of credit which  collateralizes  the convertible
note to $6.6 million,  which increases the Company's available credit line under
the  revolving  credit  agreement  to $118.4  million.  The  Company  also has a
short-term  unsecured  credit  agreement  in the  amount  of $1.5  million.  The
Company's   debt-to-capital  ratio  (capital  defined  as  long-term  debt  plus
stockholders'  equity)  was 33% at March 31,  1998  compared to 36% at March 31,
1997.  Total  stockholders'  equity increased 28% to $200.1 million at March 31,
1998.                                                                           
     Cash provided by operating  activities  was $64.2 million for 1998 compared
to $35.1 million in 1997 and $39.3 million in 1996.  Earnings  before  interest,
taxes, depreciation,  and amortization ("EBITDA") increased by 27% in 1998 after
increasing 54% in 1997.  The resulting  operating cash flow was reduced by $24.7
million in 1998 and $41.1  million  in 1997 due to the net  change in  operating
assets and  liabilities.  The  change  primarily  reflects  higher  current  and
noncurrent  receivables,  offset in 1998 by higher accounts  payable and accrued
liabilities  resulting  from  the  growth  of the  business  and  advances  from
customers.                                                                      
     Investing activities used $78.7 million in 1998, $64.1 million in 1997, and
$46.9 million in 1996.  Investing  activities in 1998 included  $55.8 million in
capital  expenditures,  compared to $59.8  million in 1997 and $39.0  million in
1996.  Capital  expenditures  are  principally  due to  purchases of data center
equipment to support the Company's  outsourcing  agreements  with Polk and Trans
Union,  as well as the  purchase  of  additional  data center  equipment  in the
Company's  core data  centers.  Over the last few years,  the  Company  has been
expanding  its data  centers to provide for  incremental  capacity  and has been
re-engineering  a number of key  proprietary  processes to run on client servers
using  low-cost  parallel  processors.  In 1996,  the Company also  completed an
expansion  of its Conway  data  center and a new  100,000  square-foot  customer
service  building  on  its  main  campus  in  Conway,  Arkansas,  at a  cost  of
approximately $12 million, funded through current operations and existing credit
lines.                                                                          

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     Investing  activities  during 1998 also include  $13.3  million in software
development costs, compared to $6.7 million in 1997 and $3.9 million in 1996. In
general, the increase is due to software development undertaken to support large
customer contracts in the Alliances Division.  Investing activities also reflect
the cash of $18.8  million  paid for the  purchases  of STW and Buckley  Dement,
partially  offset by $15.3 million  received from the sale of assets,  including
$13.0 million from the sale of the retail and direct marketing assets of Pro CD.
Notes  13  and  14  to  the  consolidated   financial   statements  discuss  the
acquisitions and dispositions in more detail.  Investing activities also reflect
the  investment of $6.1 million by the Company in joint  ventures,  including an
investment  of  approximately  $4  million in Bigfoot  International,  Inc.,  an
emerging company that provides services and tools for internet e-mail users.    
     Financing  activities in 1998 provided  $17.5 million,  including  sales of
common stock  through the  Company's  stock option and employee  stock  purchase
plans, and additional  borrowings under the revolving line of credit.  Financing
activities  in 1997  include the  issuance of $30 million in senior  notes,  the
issuance of a $25  million  convertible  note in  connection  with the  purchase
acquisition of DMI, and increases under the revolving credit facility. Financing
activities in 1997 also reflect the payment of short-term bank debt assumed when
the Company  acquired DMI.  Financing  activities in 1996 include the effects of
cash  dividends  and common stock  transactions  made by DataQuick  prior to its
acquisition in August, 1995.                                                    
     During  fiscal  1999,  construction  is  expected  to be  completed  on the
Company's  new  headquarters  building  and a new customer  service  facility in
Little Rock,  Arkansas.  These two buildings  are being built  pursuant to 50/50
joint ventures  between the Company and local real estate  investors.  The total
cost of the  headquarters  and  customer  service  projects  is  expected  to be
approximately $6.4 million and $9.1 million,  respectively.  The Company expects
other capital expenditures of $55-$65 million in fiscal 1999.                   
     While the Company does not have any other material contractual  commitments
for capital  expenditures,  additional  investments  in facilities  and computer
equipment  continue to be  necessary to support the growth of the  business.  In
addition,  new outsourcing or facilities management contracts frequently require
substantial  up-front  capital  expenditures  in order  to  acquire  or  replace
existing assets. In some cases, the Company also sells software,  hardware,  and
data to customers under extended payment terms or notes  receivable  collectible
over one to eight years. These  arrangements also require up-front  expenditures
of cash,  which are repaid over the life of the agreement.  Management  believes
that the  combination  of  existing  working  capital,  anticipated  funds to be
generated from future  operations,  and the Company's  available credit lines is
sufficient to meet the Company's  current operating needs as well as to fund the
anticipated  levels of  expenditures.  If  additional  funds are  required,  the
Company  would use existing  credit lines to generate  cash,  followed by either
additional  borrowings to be secured by the Company's  assets or the issuance of
additional equity securities in either public or private  offerings.  Management
believes that the Company has significant unused capacity to raise capital which
could be used to support future growth.                                         
     The Company, like many owners of computer software,  has assessed and is in
the process of modifying, where needed, its computer applications to ensure they
will function properly in the year 2000 and beyond.  The financial impact to the
Company  has not  been  and is not  expected  to be  material  to its  financial
position or results of  operations  in any given year.  The Company is currently
operating under an internal goal to ensure all of its computer  applications are
"year 2000 ready" by December 31, 1998.                                         

Seasonality and Inflation                                                       
Although  the Company  cannot  accurately  determine  the  amounts  attributable
thereto,  the Company has been affected by inflation  through increased costs of
compensation and other operating expenses.  Generally,  the effects of inflation
are offset by technological  advances,  economies of scale and other operational
efficiencies.  The  Company  has  established  a pricing  policy  for  long-term
contracts  which provides for the effects of expected  increases  resulting from
inflation.                                                                      
     The  Company's  operations  have not proved to be  significantly  seasonal,
although  the  Company's  traditional  direct  marketing  operations  experience
slightly higher revenues in the Company's second and third quarters. In order to
minimize the impact of these fluctuations,  the Company continues to move toward
long-term strategic partnerships with more predictable revenues.  Revenues under
long-term  contract (defined as three years or longer) were 54%, 50%, and 52% of
consolidated revenues for 1998, 1997, and 1996, respectively.                   

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Acquisitions                                                                    
In fiscal 1997, the Company completed two  acquisitions,  which became effective
in  April  1996.  The  acquisition  of  Pro  CD,  Inc.  was  accounted  for as a
pooling-of-interests and the acquisition of Direct Media/DMI, Inc. was accounted
for as a purchase.  In 1998, the Company completed two additional  acquisitions,
which  were  effective  October  1,  1997.  The  acquisitions  of  MultiNational
Concepts,  Ltd. and Catalog Marketing Services,  Inc., entities which were under
common control,  and Buckley Dement,  L.P. and its affiliated company, KM Lists,
Incorporated  were both  accounted  for as  purchases.  See  footnote  13 to the
consolidated   financial   statements  for  more  information   regarding  these
acquisitions. The Company has also made several smaller acquisitions,  which are
not material either individually or in the aggregate.                           

Other Information                                                               
In 1998,  1997,  and 1996, the Company had two customers that accounted for more
than 10% of revenue.  Allstate  accounted for 16.1%,  16.8%,  and 20.7% in 1998,
1997, and 1996,  respectively,  and Trans Union accounted for 11.8%,  14.1%, and
15.5% in 1998,  1997,  and 1996,  respectively.  The  Trans  Union  data  center
management agreement and marketing services agreement have been extended and now
expire in 2005.  A long-term  extension  of the  Allstate  agreement,  which was
originally signed for a five-year term expiring in September,  1997 and has been
extended until  September 1998 is currently being  negotiated.  The Company does
not have any reason to believe that either of these  customers will not continue
to do business with the Company.                                                
     Acxiom U.K., the Company's United Kingdom  business,  provides  services to
the United Kingdom market which are similar to the traditional  direct marketing
industry services the Company provides in the United States. In addition, Acxiom
U.K. also provides  promotional  materials handling and response services to its
U.K.  customers.  Most of the Company's exposure to exchange rate fluctuation is
due to translation gains and losses as there are no material  transactions which
cause  exchange  rate  impact.  The  U.K.  operation  generally  funds  its  own
operations and capital expenditures,  although the Company occasionally advances
funds from the U.S. to the U.K.  These  advances are  considered to be long-term
investments,  and any gain or loss  resulting  from changes in exchange rates as
well as gains or losses resulting from translating the financial statements into
U.S. dollars are accumulated in a separate  component of  stockholders'  equity.
There are no restrictions on transfers of funds from the U.K.                   
     Efforts are  continuing  to expand the services of Acxiom U.K. to customers
in Europe and the Asia Pacific region.  Management  believes that the market for
the  Company's  services  in such  locations  is largely  untapped.  To date the
Company  has had no  significant  revenues or  operations  outside of the United
States and the United Kingdom.                                                  
     As noted in  footnote  11 to the  consolidated  financial  statements,  the
Company's  United  Kingdom  operations  earned profits of $1.5 million in fiscal
1998 and $1 million in fiscal 1997, and are expected to continue to show profits
in the  future.  The U.K.  operations  reflected  in the  footnote  include  the
International  Division,  with 1998 pretax  earnings of $3 million,  up 77% from
1997,  offset by losses in the U.K. and Netherlands  operations of DMI which are
included in the Data Products Division.  The U.K. operations sustained losses of
$399,000 in 1996.                                                               
     Effective March 31, 1994, the Company sold  substantially all of the assets
of its former Acxiom Mailing  Services  operation to MorCom,  Inc. In June 1996,
MorCom  ceased  operations.  During  1997,  the  Company  established  valuation
reserves for the remaining  receivables  under the sale  agreement.  The Company
also  obtained  title to and  sold a  portion  of the  property  related  to the
mortgage note, receiving proceeds of $949,000. During 1998, the Company sold the
two  remaining  parcels of  property  which had been used by the Acxiom  Mailing
Services unit. The aggregate  proceeds were $2.3 million  resulting in a gain on
disposal of $105,000 which is included in other income.                         
     Effective  August 22, 1997,  the Company sold certain  assets of its Pro CD
subsidiary  to ABI. ABI acquired the retail and direct  marketing  operations of
Pro CD, along with compiled  telephone  book data for aggregate cash proceeds of
$18 million.  In  conjunction  with the sale to ABI,  the Company also  recorded
certain valuation and contingency reserves. Included in other income is the gain
on disposal related to this transaction of $855,000.                            
     The Financial  Accounting  Standards  Board has issued  Statements No. 130,
"Reporting  Comprehensive  Income," No. 131,  "Disclosures  about Segments of an
Enterprise and Related Information," and No. 132, "Employers'  disclosures about
Pensions  and  Other  Postretirement  Benefits."  Each of  these  statements  is
required to be adopted by the  Company in fiscal  1999.  Statement  No. 130 will
require the Company to report comprehensive income, as defined in the statement,
in a financial  statement  that is displayed  with the same  prominence as other
financial  statements.  Management does not expect any significant impact to the
financial statements from this additional disclosure requirement.  Statement No.
131 will require the Company to report  additional  information  about  business
segments than what has  historically  been reported.  The statement will require
the Company to report  additional  information about these business segments and
to reconcile the segment information to the consolidated  financial  statements.
Management  intends to present  this  segment  information  using the  operating
divisions  into which it is  currently  organized.  Other than these  additional
disclosure  requirements,  the Company does not expect any significant impact to
the financial statements. Statement No. 132 revises employers' disclosures about
pension  and  other  postretirement  benefit  plans.  It  does  not  change  the
measurement  or  recognition  of those  plans.  Management  does not  expect any
material impact from the adoption of this statement.                            

424B2 171st Page of 635 TOC 1st Previous Next ↓Bottom Just 171st
     The  Accounting  Standards  Executive  Committee  (AcSEC)  of the  American
Institute  of  Certified  Public  Accountants  has issued  Statement of Position
("SOP")  98-4,  "Deferral  of the  Effective  Date of a  Provision  of SOP 97-2,
Software  Revenue  Recognition."  SOP 97-2 is effective for fiscal year 1999 and
provides guidance on recognizing revenue on software  transactions.  In software
transactions  that include  multiple  elements,  SOP 97-2 requires the fee to be
allocated to the various elements based on vendor-specific objective evidence of
the fair  values of the  elements,  and  provides  guidance  on how to arrive at
vendor-specific  objective  evidence.  SOP 98-4  defers  until  fiscal  2000 the
effective  date of the  provisions  of SOP  97-2  that  limit  what  constitutes
vendor-specific  objective  evidence.  All  other  provisions  of SOP  97-2  are
effective  for  fiscal  year 1999.  The  Company  intends to follow the  revenue
recognition   requirements  of  SOP  97-2  that  are  currently   effective  and
anticipates  that AcSEC  will  issue  additional  guidance  on what  constitutes
vendor-specific  objective  evidence  within the next year. The Company does not
expect that the effect of implementing this SOP will be material.               
     AcSEC  has also  issued  SOP  98-5,  "Reporting  on the  Costs of  Start-up
Activities."  SOP 98-5 is effective  for fiscal year 2000 and requires  that the
cost of start-up  activities  be expensed  when  incurred.  The Company does not
expect that the effect of implementing this SOP will be material.               

Outlook                                                                         
Certain  statements  in  this  Annual  Report  may  constitute  "forward-looking
statements" within the meaning of the Private  Securities  Litigation Reform Act
of 1995.  These  statements,  which are not  statements of historical  fact, may
contain estimates,  assumptions,  projections and/or expectations  regarding the
Company's financial position,  results of operations,  market position,  product
development,   regulatory  matters,   growth  opportunities  and  growth  rates,
acquisition  and  divestiture  opportunities,  and other  similar  forecasts and
statements of expectation.  Words such as "expects,"  "anticipates,"  "intends,"
"plans," "believes," "seeks," "estimates," and "should," and variations of these
words and similar  expressions,  are intended to identify these  forward-looking
statements.  Such  forward-looking  statements  are  not  guarantees  of  future
performance.  They involve  known and unknown  risks,  uncertainties,  and other
factors which may cause the actual  results,  performance or achievements of the
Company to be  materially  different  from any future  results,  performance  or
achievements   expressed   or  implied  by  such   forward-looking   statements.
Representative  examples  of such  factors are  discussed  in more detail in the
Company's  Annual  Report  on Form 10K and  include,  among  other  things,  the
possible  adoption of  legislation  or industry  regulation  concerning  certain
aspects of the Company's business;  the removal of data sources and/or marketing
lists from the Company;  the ability of the Company to retain  customers who are
not under long-term contracts with the Company; technology challenges; year 2000
software  issues;   the  risk  of  damage  to  the  Company's  data  centers  or
interruptions   in   the   Company's   telecommunications   links;   acquisition
integration; the effects of postal rate increases; and other market factors. See
"Additional Information Regarding  Forward-looking  Statements" in the Company's
Annual Report on Form 10-K.                                                     
     The Company believes that existing customer  industries  (direct marketing,
financial  services,  insurance,  information and  communication  services,  and
media/publishing) all continue to offer good growth potential. In general, there
is an increased emphasis on one-to-one marketing in businesses which the Company
believes will increase  demand for the Company's  data content and services both
in the U.S. and worldwide. The Company continues to explore uses of its data and
services beyond  marketing  applications  and has had some success in developing
applications in the insurance  underwriting  area. At the same time, the Company
is   also   focusing   on   industries   such   as   retail,    pharmaceuticals,
telecommunications,  high tech, entertainment,  packaged goods, and utilities as
strong growth  opportunities.  In addition,  the Company also believes  there is
strong  growth   potential  beyond  the  Fortune  1000  companies  that  it  has
traditionally  served  into  medium-sized  businesses  and  divisions  of  large
corporations,  as well as the small office/home office marketplace.  As a result
of improved delivery systems via  the Acxiom Data Network(SM) ("ADN"), announced
in February 1998, these  markets are expected to become cost  efficient  for the
Company to deliver portions of its products and services.  The ADN will link the
customer's data to the Company's  enhancement database via the internet from the
customer's  desktop.  It is anticipated that the ADN will expand the marketplace
for the Company's data products to customers  smaller than the Fortune 1000. The
Company also believes that the ADN should  dramatically cut costs in maintaining
and updating data warehouses for current customers. In addition, the Company has
developed  relationships  with third party database and decision  support system
providers  to promote  alternate  channels  of  distribution  for the  Company's
products and services.                                                          
     The  Company  believes  that  operating  margins  will  continue to improve
primarily as a result of  implementing  the ADN,  leveraging  the Company's data
content   resources,   improving   internal   processes,   and   increasing  the
profitability of the Company's international operations.                        
     The Company currently expects its effective tax rate to be 37-39% for 1999.
This estimate is based on current tax law and current estimates of earnings, and
is subject to change.                                                           

424B2 172nd Page of 635 TOC 1st Previous Next ↓Bottom Just 172nd
(This page and the  following thirteen (13) pages correspond  to pages  24-37 of
the Company's Annual Report.)                                                   

Consolidated Balance Sheets                                                     
March 31, 1998 and 1997                                                         

(Dollars in thousands)                                 1998              1997   
                                                    ----              ----

Assets                                                                          

Current assets:                                                             
   Cash and cash equivalents                        $  5,675          $  2,721
   Trade accounts receivable, net                     86,360            70,636
   Refundable income taxes                                 -             1,809
   Other current assets (note 7)                      22,517            12,306
                                                     -------           -------
     Total current assets                            114,552            87,472
Property and equipment, net of accumulated                              
     depreciation and amortization (notes 3 and 4)   130,554           116,171
Software, net of accumulated amortization of                            
     $11,472 in 1998 and $11,330 in 1997 (note 2)     24,143            18,627
Excess of cost over fair value of net assets                            
acquired, net of accumulated amortization of                        
     $7,753 in 1998 and $4,924 in 1997 (note 13)      54,002            38,297
   Other assets                                       71,059            39,101
                                                     -------           -------
                                                    $394,310          $299,668
                                                     =======           =======
Liabilities and Stockholders' Equity                                            
Current liabilities:                                                        
   Current installments of long-term debt (note 4)     3,979             4,081
   Trade accounts payable                             18,448            15,323
Accrued expenses:                                                       
     Payroll                                          14,950             7,519
     Other                                            17,492             8,667
   Deferred revenue                                   11,197             3,537
   Income taxes                                        2,234                 -
                                                     -------           -------
     Total current liabilities                        68,300            39,127
Long-term debt, excluding current installments                              
   (note 4)                                           99,917            87,120
 Deferred income taxes (note 7)                       25,965            17,324
Stockholders' equity (notes 4, 6, 7 and 13):                                
   Common stock                                        5,321             5,274
   Additional paid-in capital                         68,977            61,322
   Retained earnings                                 127,335            91,738
   Foreign currency translation adjustment               676               278
    Treasury stock, at cost                            (2,181)           (2,515)
                                                     -------           -------
     Total stockholders' equity                      200,128           156,097
Commitments and contingencies (notes 4, 5, 8, 9                             
and 12)                                                                 
                                                     -------           -------
                                                    $394,310          $299,668
                                                     =======           =======
See accompanying notes to consolidated financial statements.                    

424B2 173rd Page of 635 TOC 1st Previous Next ↓Bottom Just 173rd
Consolidated Statements of Earnings                                             
Years ended March 31, 1998, 1997 and 1996                                       

(Dollars in thousands, except per share                                         
amounts)                                           1998       1997       1996   
                                                 -------    -------    -------
Revenue (note 10)                                $465,065   $402,016   $269,902 
Operating costs and expenses (notes 2, 5, 8                                     
and 9):                                                                     
 Salaries and benefits                           173,925    145,038     98,075
 Computer, communications and other equipment     60,858     58,552     40,972
 Data costs                                       86,483     76,282     63,442
 Other operating costs and expenses               84,354     72,817     36,696
                                                 -------    -------    -------
   Total operating costs and expenses            405,620    352,689    239,185
                                                 -------    -------    -------
     Income from operations                       59,445     49,327     30,717
                                                 -------    -------    -------
Other income (expense):                                                         
  Interest expense                                 (5,956)    (3,903)    (1,863)
 Other, net (note 14)                              3,014     (1,386)       542
                                                 -------    -------    -------
                                                   (2,942)    (5,289)    (1,321)
                                                 -------    -------    -------
Earnings before income taxes                       56,503     44,038     29,396 
Income taxes (note 7)                              20,906     16,526     11,173 
                                                 -------    -------    -------
 Net earnings                                   $ 35,597   $ 27,512   $ 18,223
                                                 =======    =======    =======
Earnings per share:                                                             
 Basic                                              $.68       $.54       $.39
                                                 =======    =======    =======
 Diluted                                            $.60       $.47       $.35
                                                 =======    =======    =======

See accompanying notes to consolidated financial statements.                    

424B2 174th Page of 635 TOC 1st Previous Next ↓Bottom Just 174th
Consolidated Statements of Stockholders' Equity                                 
Years ended March 31, 1998, 1997 and 1996                                       

                                                    Common stock
                                                    ----------------------------
                                   Number of
(Dollars in thousands)                                shares            Amount  
                                                  ----------          ------
Balances at March 31, 1995                          46,152,582          $4,615  
DataQuick merger (note 13)                         1,969,678             197
Retirement of DataQuick common stock prior to                               
  merger                                                   -               -
Sale of DataQuick common stock prior to merger             -               -
DataQuick dividends prior to merger                        -               -
Sale of common stock                                 562,794              56
Tax benefit of stock options exercised (note 7)            -               -
Employee stock awards and shares issued to                                  
employee benefit plans, net of treasury shares                          
  repurchased                                         13,356               2
Translation adjustment                                     -               -
Net earnings                                               -               -
                                                  ----------          ------
Balances at March 31, 1996                          48,698,410           4,870  
Pro CD merger (note 13)                            3,313,324             331
Sale of common stock                                 724,164              73
Tax benefit of stock options exercised (note 7)            -               -
Employee stock awards and shares issued to                                  
employee benefit plans, net of treasury shares                          
  repurchased                                              -               -
Translation adjustment                                     -               -
Net earnings                                               -               -
                                                   ----------         ------
Balances at March 31, 1997                           52,735,898          5,274  
Sale of common stock                                  411,411             41
Tax benefit of stock options exercised (note 7)             -              -
Employee stock awards and shares issued to                                  
employee benefit plans, net of treasury shares                          
  repurchased                                          57,529              6
Translation adjustment                                      -              -
Net earnings                                                -              -
                                                   ----------         ------
Balances at March 31, 1998                           53,204,838         $5,321  
                                                   ----------         ------
See accompanying notes to consolidated financial statements.                    

424B2 175th Page of 635 TOC 1st Previous Next ↓Bottom Just 175th
Consolidated Statements of Stockholders' Equity    (Continued)                  
Years ended March 31, 1998, 1997 and 1996                                       

      Foreign         Treasury stock
Additional                 currency    -----------------------      Total     
 paid-in      Retained    translation  Number of                 stockholders'
  capital      earnings    adjustment     shares        Amount   equity (note 6)
------       -------      -----      ---------       -----        ------- 

$44,186      $ 50,776       $  7     (1,311,570)    $(2,407)      $ 97,177  
5,113           447          -              -           -          5,757
(1,010)            -          -              -           -         (1,010)
  190             -          -              -           -            190
     -          (468)         -              -           -           (468)
2,063             -          -              -           -          2,119
  656             -          -              -           -            656

  881             -          -         69,328          84            967
     -             -       (870)             -           -           (870)
    -        18,223          -              -           -         18,223
------       -------      -----      ---------       -----        ------- 
52,079        68,978       (863)    (1,242,242)     (2,323)       122,741 
 2,647        (4,752)         -              -           -         (1,774)
3,553             -          -              -           -          3,626
1,684             -          -              -           -          1,684

1,359             -          -        145,912        (192)         1,167
    -             -      1,141              -           -          1,141
    -        27,512         -               -           -         27,512
------       -------      -----      ---------       -----        ------- 
61,322        91,738        278     (1,096,330)     (2,515)       156,097 
3,640             -          -              -           -          3,681
1,467             -          -              -           -          1,467

2,548             -          -        259,410         334          2,888
    -             -        398              -           -            398
    -        35,597          -              -           -         35,597
------       -------      -----      ---------       -----        ------- 
$68,977      $127,335       $676       (836,920)    $(2,181)      $200,128  
======       =======      =====      =========       =====        ======= 

424B2 176th Page of 635 TOC 1st Previous Next ↓Bottom Just 176th
Consolidated Statements of Cash Flows                                           
Years ended March 31, 1998, 1997 and 1996                                       

(Dollars in thousands)                            1998        1997        1996  
                                                ----        ----        ----

Cash flows from operating activities:                                           
Net earnings                                    $35,597     $27,512     $18,223 
Adjustments to reconcile net earnings to                                    
net cash provided by operating activities:                              
   Depreciation and amortization                40,746      33,244      21,602
Loss (gain) on disposal or impairment of                                
     assets                                       (960)      2,412          49
   Provision for returns and doubtful accounts   3,090       5,530         149
   Deferred income taxes                         8,917       5,776       3,434
   Tax benefit of stock options exercised        1,467       1,684         656
Changes in operating assets and liabilities:                                
    Accounts receivable                         (17,090)    (21,972)     (4,092)
    Other assets                                (29,029)    (14,669)     (5,173)
   Accounts payable and other liabilities       21,455      (4,432)      4,459
                                                ------      ------      ------
     Net cash provided by operating activities  64,193      35,085      39,307
                                                ------      ------      ------
Cash flows from investing activities:                                           
 Disposition of assets                          15,310       2,385         402
 Cash received in merger                             -          21       1,624
  Development of software                       (13,319)     (6,725)     (3,944)
  Capital expenditures                          (55,834)    (59,784)    (39,021)
 Investments in joint ventures                  (6,072)          -           -
  Net cash paid in acquisitions (note 13)       (18,791)          -      (5,914)
                                                ------      ------      ------
    Net cash used in investing activities       (78,706)    (64,103)    (46,853)
                                                ------      ------      ------
Cash flows from financing activities:                                           
 Proceeds from debt                             14,991      39,459      11,995
  Payments of debt                               (4,095)    (15,982)     (4,897)
 Sale of common stock                            6,569       4,793       2,309
DataQuick pre-merger retirement of common                                   
    stock                                             -           -      (1,010)
  DataQuick pre-merger dividends                      -           -        (468)
                                                ------      ------      ------
   Net cash provided by financing activities    17,465      28,270       7,929
                                                ------      ------      ------
Effect of exchange rate changes on cash               2           -         (63)
                                                ------      ------      ------
Net increase (decrease) in cash and cash                                        
 equivalents                                     2,954        (748)        320
Cash and cash equivalents at beginning of year    2,721       3,469       3,149 
                                                ------      ------      ------
Cash and cash equivalents at end of year        $ 5,675     $ 2,721     $ 3,469 
                                                ======      ======      ======
Supplemental cash flow information:                                             
Convertible debt issued in acquisition                                      
   (note 13)                                   $     -     $25,000     $     -
Cash paid during the year for:                                              
   Interest                                      5,232       3,210       2,214
   Income taxes                                  6,477       9,360       8,660
                                                ======      ======      ======

See accompanying notes to consolidated financial statements.                    

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Notes to Consolidated Financial Statements                                      
March 31, 1998, 1997 and 1996                                                   

(1) Summary of Significant Accounting Policies                                  

(a) Nature of Operations                                                        
The  Company  provides  information  management  technology  and  other  related
services,  primarily for marketing applications.  Operating units of the Company
provide list services,  data warehouse services,  data and information products,
fulfillment  services,  computerized  list,  postal and database  services,  and
outsourcing and facilities  management  services  primarily in the United States
(U.S.) and United  Kingdom  (U.K.),  along with  limited  activities  in Canada,
Netherlands and Asia.                                                           

(b) Consolidation Policy                                                        
The consolidated financial statements include the accounts of Acxiom Corporation
and its  subsidiaries  ("Company").  All significant  intercompany  balances and
transactions  have been eliminated in  consolidation.  Investments in 20% to 50%
owned entities are accounted for using the equity method.                       

(c) Use of Estimates                                                            
Management  of the  Company  has  made a number  of  estimates  and  assumptions
relating  to the  reporting  of assets and  liabilities  and the  disclosure  of
contingent  assets and  liabilities  to  prepare  these  consolidated  financial
statements in conformity with generally accepted accounting  principles.  Actual
results could differ from those estimates.                                      

(d) Accounts Receivable                                                         
Financial instruments which potentially subject the Company to concentrations of
credit  risk  consist  primarily  of  trade  receivables.  All of the  Company's
receivables  are from a large number of  customers.  Accordingly,  the Company's
credit risk is affected by general economic conditions. Although the Company has
several large individual  customers,  concentrations  of credit risk are limited
because of the diversity of the Company's customers.                            
     Trade  accounts  receivable  are presented  net of allowances  for doubtful
accounts  and  credits  of $3.3  million  and $4.3  million  in 1998  and  1997,
respectively.                                                                   

(e) Property and Equipment                                                      
Property and equipment are stated at cost.  Depreciation  and  amortization  are
calculated on the  straight-line  method over the estimated  useful lives of the
assets as follows: buildings and improvements,  5-30 years; office furniture and
equipment, 3-10 years; and data processing equipment, 2-10 years.               
     Property held under capitalized lease  arrangements is included in property
and equipment,  and the associated liabilities are included with long-term debt.
Property and equipment taken out of service and held for sale is recorded at net
realizable value and depreciation is ceased.                                    

(f) Software and Research and Development Costs                                 
Capitalized and purchased software costs are amortized on a straight-line  basis
over the remaining  estimated economic life of the product,  or the amortization
that would be  recorded  by using the ratio of gross  revenues  for a product to
total current and anticipated future gross revenues for that product,  whichever
is greater.  Research  and  development  costs  incurred  prior to  establishing
technological  feasibility  of software  products are charged to  operations  as
incurred.                                                                       

(g) Excess of Cost Over Fair Value of Net Assets Acquired                       
The excess of acquisition  costs over the fair values of net assets  acquired in
business  combinations  treated as purchase  transactions  ("goodwill") is being
amortized on a straight-line  basis over 15 to 25 years from acquisition  dates.
The Company  periodically  evaluates the existence of goodwill impairment on the
basis  of  whether  the  goodwill  is  fully  recoverable  from  the  projected,
undiscounted net cash flows of the related business unit. The amount of goodwill
impairment,  if any, is measured based on projected  discounted future operating
cash flows using a discount rate reflecting the Company's average cost of funds.
The assessment of the  recoverability  of goodwill will be impacted if estimated
future operating cash flows are not achieved.                                   

(h) Revenue Recognition                                                         
Revenues  from the  production  and  delivery  of  direct  marketing  lists  and
enhancement data are recognized when shipped.  Revenues from data warehouses and
outsourcing and facilities  management services are recognized when the services
are  performed.  Costs  incurred  in  connection  with the  conversion  phase of
outsourcing and facilities  management contracts are deferred and amortized over
the  life of the  contract.  Revenues  from  software  licenses  are  recognized
primarily  when the  software  is  installed  or when the Company  fulfills  its
obligations  under the sales  contract.                                         

424B2 178th Page of 635 TOC 1st Previous Next ↓Bottom Just 178th
The   Company   recognizes   revenue   from   long-term   contracts   using  the
percentage-of-completion  method,  based on performance  milestones specified in
the contract where such  milestones  fairly  reflect  progress  toward  contract
completion.  In  other  instances,   progress  toward  completion  is  based  on
individual  contract  costs  incurred  to date  compared  with  total  estimated
contract  costs.  Billed but  unearned  portions  of  revenues  are  reported as
deferred revenues.                                                              
     Included in other assets are unamortized  conversion costs in the amount of
$25.0  million and $18.1  million as of March 31,  1998 and 1997,  respectively.
Noncurrent receivables from software license, data, and equipment sales are also
included in other  assets in the amount of $20.3  million and $9.6 million as of
March 31, 1998 and 1997,  respectively.  The current portion of such receivables
is  included  in other  current  assets in the amount of $9.5  million  and $2.9
million as of March 31, 1998 and 1997, respectively.                            

(i) Income Taxes                                                                
The Company and its domestic subsidiaries file a consolidated Federal income tax
return.  The Company's foreign  subsidiaries file separate income tax returns in
the countries in which their operations are based.                              
     Income  taxes are  accounted  for under  the  asset and  liability  method.
Deferred  tax  assets  and   liabilities  are  recognized  for  the  future  tax
consequences   attributable  to  differences  between  the  financial  statement
carrying  amounts of existing assets and  liabilities  and their  respective tax
bases and operating loss and tax credit  carryforwards.  Deferred tax assets and
liabilities  are measured  using enacted tax rates  expected to apply to taxable
income in the years in which  those  temporary  differences  are  expected to be
recovered  or settled.  The effect on deferred tax assets and  liabilities  of a
change in tax rates is  recognized  in income in the period  that  includes  the
enactment date.                                                                 

(j) Foreign Currency Translation                                                
The balance  sheets of the  Company's  foreign  subsidiaries  are  translated at
year-end rates of exchange, and the statements of earnings are translated at the
weighted  average  exchange rate for the period.  Gains or losses resulting from
translating foreign currency financial  statements are accumulated in a separate
component of stockholders' equity.                                              

(k) Earnings Per Share                                                          
The Company adopted  Statement of Financial  Accounting  Standards  ("SFAS") No.
128,  "Earnings  Per Share"  during the year ended March 31, 1998.  Below is the
calculation  and  reconciliation  of the numerator and  denominator of basic and
diluted earnings per share (in thousands, except per share amounts):            

                                      1998         1997         1996
                                      ----         ----         ----
Basic earnings per share:                                                       
Numerator (net earnings)                $35,597      $27,512      $18,223   
                                      ======       ======       ======
Denominator (weighted average                                               
shares outstanding)                    52,044       51,172       47,057 
                                      ======       ======       ======
Earnings per share                         $.68         $.54         $.39   
                                      ======       ======       ======
Diluted earnings per share:                                                     
Numerator:                                                                  
Net earnings                          $35,597      $27,512      $18,223 
Interest expense on convertible                                         
 debt (net of tax effect)                445          445            -
                                      ------       ------       ------
                                     $36,042      $27,957      $18,223
                                      ======       ======       ======
Denominator:                                                                    
Weighted average shares outstanding      52,044       51,172       47,057   
Effect of common stock options            2,628        2,967        2,726   
Effect of common stock warrant            3,015        3,004        2,295   
Convertible debt                          2,000        2,000            -   
                                      ------       ------       ------
                                      59,687       59,143       52,078
                                      ======       ======       ======
Earnings per share                           $.60         $.47         $.35     
                                      ======       ======       ======

Options to purchase  shares of common stock that were  outstanding  during 1998,
1997 and 1996 but were not included in the  computation of diluted  earnings per
share  because the option  exercise  price was greater  than the average  market
price of the common shares are shown below.                                     

                                 1998              1997             1996
                                 ----              ----             ----
Number of shares under option       252,536         1,485,569        1,798,828  
Range of exercise prices         $26.06-$35.92    $18.61-$35.00    $12.25-$24.81

424B2 179th Page of 635 TOC 1st Previous Next ↓Bottom Just 179th
(l) Impairment of Long-Lived Assets and Long-Lived Assets to Be Disposed Of     
Long-lived  assets  and  certain  identifiable   intangibles  are  reviewed  for
impairment  whenever  events  or  changes  in  circumstances  indicate  that the
carrying amount of an asset may not be recoverable.  Recoverability of assets to
be held and used is measured by a comparison of the carrying  amount of an asset
to future net cash flows  expected to be generated by the asset.  If such assets
are  considered to be impaired,  the  impairment to be recognized is measured by
the amount by which the carrying  amount of the assets exceeds the fair value of
the assets.  Assets to be disposed of are  reported at the lower of the carrying
amount or fair value less costs to sell.                                        

(m) Cash and Cash Equivalents                                                   
The  Company   considers  all  highly  liquid  debt  instruments  with  original
maturities of three months or less to be cash equivalents.                      

(n) Reclassifications                                                           
To conform to the 1998  presentation,  certain  accounts  for 1997 and 1996 have
been reclassified. The reclassifications had no effect on net earnings.         

(2) Software and Research and Development Costs                                 
The  Company  recorded  amortization  expense  related to  internally  developed
computer  software of $5.0 million,  $5.4 million and $3.1 million in 1998, 1997
and 1996,  respectively.  Additionally,  research and development costs of $10.0
million,  $10.5 million and $6.4 million were charged to operations during 1998,
1997 and 1996, respectively.                                                    

(3) Property and Equipment                                                      
Property and equipment is summarized as follows (dollars in thousands):         

                                                     1998           1997
                                                     ----           ----
Land                                                   $  2,309       $  2,238  
Buildings and improvements                               57,747         56,825  
Office furniture and equipment                           18,265         13,484  
Data processing equipment                               156,149        126,739  
                                                      -------        -------
                                                      234,470        199,286
Less accumulated depreciation and amortization          103,916         83,115  
                                                      -------        -------
                                                     $130,554       $116,171
                                                      =======        =======
(4) Long-Term Debt                                                              
Long-term debt consists of the following (dollars in thousands):                

                                                     1998           1997
                                                     ----           ----
Unsecured  revolving  credit  agreement                $ 36,445        $21,454  
6.92% Senior notes due March 30, 2007, payable in                               
annual installments of $4,286 commencing March                              
30, 2001; interest is payable semi-annually            30,000         30,000
3.12% Convertible note, interest and principal                                  
due April 30, 1999; partially collateralized                                
by letter of credit; convertible at maturity                                
into two million shares of common stock (note 13)      25,000         25,000
9.75% Senior notes, due May 1, 2000, payable in                                 
annual installments of $2,143 each May 1;                                   
interest is payable semi-annually                       6,429          8,571
Other                                                     6,022          6,176  
                                                      -------         ------
  Total long-term debt                                103,896         91,201
Less current installments                                 3,979          4,081  
                                                      -------         ------
  Long-term debt, excluding current installments     $ 99,917        $87,120
                                                      =======         ======

424B2 180th Page of 635 TOC 1st Previous Next ↓Bottom Just 180th
The  unsecured  revolving  credit  agreement,  which  expires  January  31, 2003
provides  for  revolving  loans and  letters  of credit in amounts of up to $125
million.  The terms of the credit  agreement  provide for  interest at the prime
rate (or, at other alternative market rates at the Company's  option).  At March
31, 1998, the effective rate was 7.175%. The agreement requires a commitment fee
equal to 3/16 of 1% on the  average  unused  portion  of the  loan.  A letter of
credit in the  amount of $6.6  million  is  outstanding  in  connection  with an
acquisition (see note 13), leaving $118.4 million available for revolving loans.
The Company also has another  unsecured line of credit amounting to $1.5 million
of which none was  outstanding  at March 31, 1998 or 1997.  The other  unsecured
line expires July 30, 1998 and bears interest at the prime rate less 1/2 of 1%. 
     Under the terms of certain of the above borrowings, the Company is required
to  maintain   certain   tangible   net  worth   levels  and  working   capital,
debt-to-equity  and debt service coverage ratios. At March 31, 1998, the Company
was in compliance with all such financial requirements. The aggregate maturities
of long-term debt for the five years ending March 31, 2003 are as follows: 1999,
$4.0 million;  2000, $28.0 million;  2001, $7.1 million; 2002, $4.8 million; and
2003, $43.0 million.                                                            

(5) Leases                                                                      
The Company leases data processing  equipment,  office  furniture and equipment,
land and office space under  noncancellable  operating  leases.  Future  minimum
lease payments under  noncancellable  operating leases for the five years ending
March 31, 2003 are as follows:  1999, $4.6 million;  2000,  $4.1 million;  2001,
$3.4 million; 2002, $1.9 million; and 2003, $1.8 million.                       
     Total rental expense on operating leases was $5.9 million, $6.7 million and
$3.7 million for the years ended March 31, 1998, 1997 and 1996, respectively.   

(6) Stockholders' Equity                                                        
The Company has authorized 200 million shares of $.10 par value common stock and
1 million shares of authorized but unissued $1.00 par value preferred stock. The
Board of  Directors  of the  Company  may  designate  the  relative  rights  and
preferences  of  the  preferred  stock  when  and if  issued.  Such  rights  and
preferences could include  liquidation  preferences,  redemption rights,  voting
rights and  dividends  and the shares  could be issued in  multiple  series with
different  rights and  preferences.  The Company  currently has no plans for the
issuance of any shares of preferred stock.                                      
     In  connection  with its data  center  management  agreement  ("Agreement")
entered into in August 1992 with Trans Union  Corporation  ("Trans Union"),  the
Company  issued a warrant,  which expires on August 31, 2000 and entitles  Trans
Union to acquire up to 4 million additional shares of newly-issued common stock.
The exercise  price for the warrant stock is $3.06 per share through  August 31,
1998 and increases $.25 per share in each of the two years  subsequent to August
31, 1998.  Trans Union is precluded  from  exercising  the warrant to the extent
that the shares acquired thereunder would cause its percentage  ownership of the
Company's  common stock acquired  pursuant to the Agreement to exceed 10% of the
Company's then issued and outstanding  common stock. Based on shares outstanding
at March 31, 1998, Trans Union would be entitled to purchase  approximately  3.7
million total shares under the warrant.                                         
     The Company has for its U.S.  employees a Key  Employee  Stock  Option Plan
("Plan") for which 15.2 million  shares of the Company's  common stock have been
reserved.  The Company has for its U.K.  employees a U.K.  Share  Option  Scheme
("Scheme") for which 1.6 million shares of the Company's  common stock have been
reserved.  These plans provide that the option price, as determined by the Board
of  Directors,  will be at least the fair market value at the time of the grant.
The term of  nonqualified  options is also determined by the Board of Directors.
Incentive  options  granted  under the plans must be  exercised  within 10 years
after the date of the option.  At March 31, 1998,  2,161,461  shares and 824,163
shares  are  available  for  future  grants  under  the  Plan  and  the  Scheme,
respectively.                                                                   
Activity in stock options was as follows:                             

                                                    Weighted        Number
                                   Number of       average price     of shares
                                     shares           per share      exercisable
                                   ---------           -----         ---------
Outstanding at March 31, 1995       4,928,696          $ 4.68         1,715,966 
Granted                           1,560,556           19.12                 
DataQuick acquisition (note 13)   1,616,740            2.93                 
Exercised                          (371,046)           2.49                 
Terminated                           (6,000)           1.42                 
                                   ---------           -----         ---------
Outstanding at March 31, 1996       7,728,946            7.88         3,467,728 
Granted                             454,251           25.02                 
Pro CD acquisition (note 13)        294,132            1.76                 
Exercised                          (662,117)           2.36                 
Terminated                          (93,255)           7.29                 
                                   ---------           -----         ---------
Outstanding at March 31, 1997       7,721,957            9.34         3,652,744 
Granted                             579,336           16.48                 
Exercised                          (412,951)           4.87                 
Terminated                         (116,390)          13.61                 
                                   ---------           -----         ---------
Outstanding at March 31, 1998       7,771,952          $10.05         4,432,667 
                                   =========           =====         =========

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The per share weighted-average fair value of stock options granted during fiscal
1998,  1997 and 1996 was $9.91,  $8.61 and $4.14,  respectively,  on the date of
grant  using  the   Black-Scholes   option  pricing  model  with  the  following
weighted-average  assumptions:  Dividend  yield of 0% for  1998,  1997 and 1996;
risk-free  interest  rate of  6.79% in  1998,  6.71% in 1997 and  6.16% in 1996;
expected  option  life of 10  years  for  1998,  1997  and  1996;  and  expected
volatility of 38.69% in 1998, 34.85% in 1997 and 28.53% in 1996.                

   Following is a summary of stock options outstanding as of March 31, 1998:

                 Options outstanding             Options exercisable
           ------------------------------------  -----------------------
Weighted              
                         average     Weighted                 Weighted
Range of                  remaining     average                  average  
exercise      Options    contractual   exercise     Options     exercise  
prices     outstanding     life       per share  exercisable   per share
-------------   ---------   -----------     -----     ---------      -----      
$ 1.38-$ 2.54   1,413,970    6.72 years    $ 2.13     1,270,298     $ 2.17      
$ 2.56-$ 4.69   1,673,111    5.86 years    $ 3.78     1,146,878     $ 3.75      
$ 5.38-$ 6.25   1,500,635    5.12 years    $ 6.11       891,683     $ 6.04      
$ 7.43-$15.70   1,473,862    9.28 years    $13.20       779,027     $14.05      
$15.75-$24.81   1,440,498    8.68 years    $22.22       318,186     $22.27      
$25.34-$35.92     269,876   12.82 years    $31.00        26,595     $30.96      
          ---------   -----------     -----     ---------      -----
          7,771,952    7.28 years    $10.05     4,432,667     $ 7.06
          =========   ===========     =====     =========      =====

The Company applies the provisions of Accounting Principles Board Opinion No. 25
and related  interpretations  in  accounting  for the stock  based  compensation
plans.  Accordingly,  no compensation cost has been recognized by the Company in
the accompanying  consolidated statements of earnings for any of the fixed stock
options granted.  Had  compensation  cost for options granted been determined on
the basis of the fair value of the awards at the date of grant,  consistent with
the  methodology  prescribed by SFAS No. 123, the  Company's net earnings  would
have been reduced to the  following  pro forma amounts for the years ended March
31 (dollars in thousands, except per share amounts):                            

                                                1998        1997        1996
                                                ----        ----        ----
Net earnings                  As reported       $35,597     $27,512     $18,223 
                               Pro forma        31,707      26,953      18,041
Basic earnings per share      As reported           .68         .54         .39 
                               Pro forma           .61         .53         .38
Diluted earnings per share    As reported           .60         .47         .35 
                               Pro forma           .53         .46         .35

Pro  forma  net  earnings  reflect  only  options  granted  after  fiscal  1995.
Therefore,  the full impact of calculating  compensation  cost for stock options
under  SFAS No.  123 is not  reflected  in the pro  forma net  earnings  amounts
presented above because compensation cost is reflected over the options' vesting
period of 9 years and  compensation  cost for options  granted prior to April 1,
1995 is not considered.                                                         
     The Company  maintains an employee  stock  purchase plan which provides for
the  purchase of shares of common stock at 85% of the market  price.  There were
125,151,  110,332 and 190,470 shares  purchased under the plans during the years
ended March 31, 1998, 1997 and 1996, respectively.                              

(7) Income Taxes                                                                
Total income tax expense was allocated as follows (dollars in thousands):       

                                            1998        1997        1996
                                            ----        ----        ----
Income from operations                        $20,906     $16,526     $11,173   
Stockholders' equity, for compensation                                          
expense for tax purposes in excess of                                       
amounts recognized for financial                                            
reporting purposes                           (1,467)     (1,684)       (656)
                                            ------      ------      ------
                                           $19,439     $14,842     $10,517
                                            ======      ======      ======

424B2 182nd Page of 635 TOC 1st Previous Next ↓Bottom Just 182nd
Income tax expense attributable to earnings from operations consists of (dollars
in thousands):                                                                  

                                            1998        1997        1996
                                            ----        ----        ----
Current expense:                                                                
Federal                                     $ 9,736     $ 9,884     $ 6,720 
Foreign                                       1,206          83           - 
State                                         1,047         783       1,019 
                                            ------      ------      ------
                                            11,989      10,750       7,739
                                            ------      ------      ------
Deferred expense:                                                               
Federal                                       7,169       3,898       2,706 
Foreign                                          23         687         161 
State                                         1,725       1,191         567 
                                            ------      ------      ------
                                             8,917       5,776       3,434
                                            ------      ------      ------
 Total tax expense                         $20,906     $16,526     $11,173
                                            ======      ======      ======

The actual income tax expense  attributable to earnings from operations  differs
from the expected tax expense  (computed by applying the U.S. Federal  corporate
tax  rate of 35% to  earnings  before  income  taxes)  as  follows  (dollars  in
thousands):                                                                     

                                            1998       1997         1996
                                            ----       ----         ----
Computed expected tax expense                 $19,776    $15,413      $10,289   
Increase (reduction) in income taxes                                            
resulting from:                                                             
State income taxes, net of Federal income                                   
 tax benefit                                 1,802      1,283        1,031
Research and experimentation credits           (715)      (683)        (800)
Other                                            43        513          653 
                                            ------     ------       ------
                                           $20,906    $16,526      $11,173
                                            ======     ======       ======

The tax effects of temporary  differences that give rise to significant portions
of the  deferred  tax  assets  and  liabilities  at March 31,  1998 and 1997 are
presented below (dollars in thousands).                                         
                                               1998           1997
                                               ----           ----
Deferred tax assets:                                                            
Accrued expenses not currently deductible                                   
for tax purposes                               $  1,616       $  1,407  
Investments, principally due to differences                                 
in basis for tax and financial reporting                                
purposes                                            676            327  
Net operating loss carryforwards                        -          1,208    
Other                                                 417            903    
Valuation allowance                                     -         (1,208)   
                                               ------         ------
Total deferred tax assets                         2,709          2,637  
                                               ------         ------
Deferred tax liabilities:                                                       
Property and equipment, principally due to                                  
differences in depreciation                      (6,536)        (6,390) 
Intangible assets, principally due to                                       
differences in amortization                      (2,029)          (482) 
Capitalized software and other costs                                        
expensed as incurred for tax purposes           (16,231)       (10,519) 
Installment sale gains for tax purposes            (1,843)          (259)   
                                               ------         ------
Total deferred tax liabilities                  (26,639)       (17,650) 
                                               ------         ------
Net deferred tax liability                     $(23,930)      $(15,013) 
                                               ======         ======

The  valuation  allowance  for deferred tax assets as of March 31, 1997 was $1.2
million.  The net change in the total  valuation  allowance  for the years ended
March 31,  1998 and 1997 was a  decrease  of $1.2  million  and an  increase  of
$880,000,  respectively.  In assessing the realizability of deferred tax assets,
management considers whether it is more likely than not that some portion or all
of the  deferred tax assets will not be realized.  The ultimate  realization  of
deferred tax assets is dependent  upon the  generation of future  taxable income
during the periods in which those temporary differences become deductible. Based
upon the Company's  history of substantial  profitability and taxable income and
its  utilization  of tax  planning  strategies,  management  believes it is more
likely  than not the Company  will  realize  the  benefits  of these  deductible
differences,  net of any valuation allowances.  Included in other current assets
are  deferred  tax assets of $2.0 million and $2.3 million at March 31, 1998 and
1997, respectively.                                                             

424B2 183rd Page of 635 TOC 1st Previous Next ↓Bottom Just 183rd
(8) Related Party Transactions                                                  
The Company  leases  certain  equipment  from a business  partially  owned by an
officer.  Rent expense under these leases was approximately  $797,000 during the
years ended March 31, 1998 and 1997, respectively,  and $371,000 during the year
ended March 31,  1996.  Under the terms of the lease in effect at March 31, 1998
the Company will make monthly lease payments of $66,000 through December,  2001.
The Company has agreed to pay the difference, if any, between the sales price of
the equipment and 70 percent of the lessor's related loan balance (approximately
$5.4 million at March 31,  1998) should the Company  elect to exercise its early
termination rights or not extend the lease beyond its initial five year term and
the lessor sells the equipment as a result thereof.                             

(9) Retirement Plans                                                            
The  Company  has a  retirement  savings  plan which  covers  substantially  all
domestic  employees.  The  Company  also  offers  a  supplemental  non-qualified
deferred compensation plan for certain management employees. The Company matches
50% of the employee's  salary deferred  contributions  under both plans up to 6%
annually and may contribute  additional  amounts to the plans from the Company's
earnings at the  discretion  of the Board of  Directors.  Company  contributions
amounted to  approximately  $1.9 million,  $1.5 million and $.8 million in 1998,
1997 and 1996, respectively.                                                    

(10) Major Customers                                                            
In 1998,  1997 and 1996,  the Company had two major  customers who accounted for
more than 10% of revenue.  Allstate  Insurance  Company accounted for revenue of
$74.7 million (16.1%), $67.7 million (16.8%), and $55.8 million (20.7%) in 1998,
1997 and 1996,  respectively,  and Trans  Union  accounted  for revenue of $54.9
million  (11.8%),  $56.6 million (14.1%) and $42.0 million (15.5%) in 1998, 1997
and 1996, respectively.                                                         

(11) Foreign Operations                                                         
The following table shows financial information by geographic area for the years
1998, 1997 and 1996 (dollars in thousands).                                     
                                             United     United    Consolidated
                              States     Kingdom
1998:                                                                           
Revenue                                    $430,419    $34,646     $465,065 
Earnings before income taxes                 54,061      2,442       56,503 
Net earnings                                 34,059      1,538       35,597 
Total assets                                364,854     29,456      394,310 
Total tangible assets                       318,560     21,748      340,308 
Total liabilities                           182,667     11,515      194,182 
Total equity                                182,187     17,941      200,128 
                                           =======     ======      =======
1997:                                                                           
Revenue                                    $373,596    $28,420     $402,016 
Earnings before income taxes                 42,365      1,673       44,038 
Net earnings                                 26,466      1,046       27,512 
Total assets                                276,832     22,836      299,668 
Total tangible assets                       246,262     15,109      261,371 
Total liabilities                           135,039      8,532      143,571 
Total equity                                141,793     14,304      156,097 
                                           =======     ======      =======
1996:                                                                           
Revenue                                    $252,190    $17,712     $269,902 
Earnings(loss) before income taxes           29,634       (238)      29,396 
Net earnings                                 18,622       (399)      18,223 
Total assets                                176,321     17,728      194,049 
Total tangible assets                       169,971     10,096      180,067 
Total liabilities                            65,172      6,136       71,308 
Total equity                                111,149     11,592      122,741 
                                           =======     ======      =======

(12) Contingencies                                                              
The  Company is  involved in various  claims and legal  actions in the  ordinary
course of business.  In the opinion of management,  the ultimate  disposition of
these  matters  will  not  have a  material  adverse  effect  on  the  Company's
consolidated  financial position or its expected future consolidated  results of
operations.                                                                     

(13) Acquisitions                                                               
On August 25, 1995, the Company acquired all of the outstanding capital stock of
DataQuick  Information  Systems  (formerly an "S" Corporation) and DQ Investment
Corporation (collectively,  "DataQuick"). The Company exchanged 1,969,678 shares
of its  common  stock  for all of the  outstanding  shares of  capital  stock of
DataQuick.  Additionally,  the Company assumed all of the currently  outstanding
options  granted  under  DataQuick's  stock option  plans,  with the result that
1,616,740  shares of the Company's  common stock became subject to issuance upon
exercise of such options (see note 6). The  acquisition  was  accounted for as a
pooling-of-interests.                                                           
     DataQuick,  headquartered in San Diego, California,  provides real property
information  to  support  a broad  range of  applications  including  marketing,
appraisal,  real estate,  banking,  mortgage and insurance.  This information is
distributed on-line and via CD-ROM, list services, and microfiche.              

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     The  stockholders'  equity and operations of DataQuick were not material in
relation to those of the Company.  As such, the Company recorded the combination
by restating  stockholders'  equity as of April 1, 1995, without restating prior
years'  financial  statements to reflect the  pooling-of-interests  combination.
DataQuick's net assets as of April 1, 1995 totaled $5.8 million.  The statements
of  earnings  for the years  ended  March 31,  1998,  1997 and 1996  include the
results of DataQuick for the entire periods presented. Included in the statement
of earnings for 1996 are revenues of $8.0  million and  earnings  before  income
taxes of $79,000 for  DataQuick  for the period from April 1, 1995 to August 25,
1995.                                                                           
     On April 9, 1996, the Company issued  3,313,324  shares of its common stock
for all of the  outstanding  common  stock and common  stock  options of Pro CD,
Inc., ("Pro CD"). Headquartered in Danvers, Massachusetts, Pro CD is a publisher
of reference software on CD-ROM. The business combination was accounted for as a
pooling-of-interests. The stockholders' equity and operations of Pro CD were not
material in relation to those of the Company.  As such, the Company recorded the
combination  by  restating  stockholders'  equity as of April 1,  1996,  without
restating prior years' financial statements to reflect the pooling-of-interests.
At April 1, 1996 Pro CD's liabilities exceeded its assets by $1.8 million.      
     Also in April,  1996, the Company acquired the assets of Direct  Media/DMI,
Inc.  ("DMI") for $25 million and the assumption of certain  liabilities of DMI.
The $25  million  purchase  price  is  payable  in  three  years,  is  partially
collateralized  by a letter of credit (see note 4), and may, at DMI's option, be
paid in two million  shares of Acxiom  common stock in lieu of cash plus accrued
interest. Headquartered in Greenwich,  Connecticut, DMI provides list brokerage,
management and  consulting  services to  business-to-business  and consumer list
owners and  mailers.  At April 1, 1996 the  liabilities  assumed by the  Company
exceeded  the fair value of the net assets  acquired  from DMI by  approximately
$1.0  million.  The  resulting  excess of purchase  price over fair value of net
assets acquired is being amortized over its estimated economic life of 20 years.
The  acquisition  has been  accounted for as a purchase,  and  accordingly,  the
results  of  operations  of DMI are  included  in the  consolidated  results  of
operations from the date of its acquisition.                                    
     The  purchase  price for DMI has been  allocated  as  follows  (dollars  in
thousands):                                                                     

Trade accounts receivable                                       $ 7,558         
Property and equipment                                            2,010         
Software                                                          3,500         
Excess of cost over fair value of net assets acquired            25,993         
Other assets 840                                                                
Short-term note payable to bank                                 (11,594)        
Accounts payable and other liabilities                           (3,020)        
Long-term debt                                                     (287)        
                                                        ------
                                                       $25,000
                                                        ======

Effective  October 1, 1997, the Company acquired 100% ownership of MultiNational
Concepts,  Ltd.  ("MultiNational")  and Catalog Marketing Services,  Inc. (d/b/a
Shop the World by Mail),  entities  under common control  (collectively  "STW").
Total  consideration  was $4.6  million  (net of cash  acquired)  and other cash
consideration   based  on  the  future   performance   of  STW.   MultiNational,
headquartered  in Hoboken,  New Jersey,  is an  international  mailing  list and
database maintenance  provider for consumer catalogers  interested in developing
foreign markets.  Shop the World by Mail,  headquartered  in Sarasota,  Florida,
provides  cooperative  customer  acquisition  programs,  and  also  produces  an
international catalog of catalogs whereby end-customers in over 60 countries can
order catalogs from around the world.                                           
     Also effective  October 1, 1997, the Company acquired Buckley Dement,  L.P.
and its  affiliated  company,  KM  Lists,  Incorporated  (collectively  "Buckley
Dement").  Buckley  Dement,  headquartered  in Skokie,  Illinois,  provides list
brokerage, list management, promotional mailing and fulfillment, and merchandise
order processing to pharmaceutical, health care, and other commercial customers.
Total  consideration  was $14.2  million (net of cash  acquired)  and other cash
consideration based on the future performance of Buckley Dement.                

424B2 185th Page of 635 TOC 1st Previous Next ↓Bottom Just 185th
     Both the Buckley Dement and STW acquisitions are accounted for as purchases
and their operating  results are included with the Company's  results  beginning
October 1, 199ZThe  purchase  price for the two  acquisitions  exceeded the fair
value of net assets  acquired  by $12.6  million  and $5.2  million  for Buckley
Dement  and STW,  respectively.  The  resulting  excess of cost over net  assets
acquired is being  amortized over its estimated  economic life of 20 years.  The
pro forma combined results of operations,  assuming the acquisitions occurred at
the  beginning  of the  fiscal  year,  are not  materially  different  than  the
historical results of operations reported.                                      

(14) Dispositions                                                               
Effective  August  22,  1997,  the  Company  sold  certain  assets of its Pro CD
subsidiary to a wholly-owned  subsidiary of American Business Information,  Inc.
("ABI").  ABI acquired  the retail and direct  marketing  operations  of Pro CD,
along with compiled  telephone  book data for  aggregate  cash proceeds of $18.0
million,  which  included  consideration  for a  compiled  telephone  book  data
license.  The Company also entered into a data license  agreement with ABI under
which the  Company  will pay ABI $8.0  million  over a  two-year  period,  and a
technology and data license  agreement under which ABI will pay the Company $8.0
million over a two-year period. In conjunction with the sale to ABI, the Company
also recorded  certain  valuation and  contingency  reserves.  Included in other
income is the gain on disposal related to this transaction of $855,000.         

(15) Fair Value of Financial Instruments                                        
The following  methods and  assumptions  were used to estimate the fair value of
each class of financial instruments for which it is practicable to estimate that
value.                                                                          
     Cash and cash equivalents,  trade receivables,  short-term borrowings,  and
trade  payables - The carrying  amount  approximates  fair value  because of the
short maturity of these instruments.                                            
     Long-term  debt - The interest  rate on the revolving  credit  agreement is
adjusted for changes in market  rates and  therefore  the carrying  value of the
credit  agreement  approximates  fair value.  The estimated  fair value of other
long-term debt was determined  based upon the present value of the expected cash
flows  considering  expected  maturities  and  using  interest  rates  currently
available to the Company for long-term  borrowings  with similar terms. At March
31, 1998 the estimated  fair value of long-term debt  approximates  its carrying
value.                                                                          

(16) Selected Quarterly Financial                                               
The table below sets forth selected  financial  information  for each quarter of
the last two years (dollars in thousands, except per share amounts):            

                        1st quarter  2nd quarter   3rd quarter   4th quarter
1998:                                                                           
Revenue                         $100,327    $109,966    $120,692    $134,080
Income from operations             9,634      13,508      18,688      17,615
Net earnings                       5,313       8,365      11,206      10,713
Basic earnings per share             .11         .16         .21         .20
Diluted earnings per share           .09         .14         .19         .18

1997:                                                                           
Revenue                         $ 93,953    $ 97,547    $104,534    $105,982
Income from operations             8,618      11,754      15,238      13,717
Net earnings                       4,245       6,263       8,863       8,141
Basic earnings per share             .09         .12         .17         .16
Diluted earnings per share           .07         .11         .15         .14

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(This page corresponds with page 40 of the Company's Annual Report.)            

Market Information                                                              

Per share data is restated to reflect a stock split during fiscal 1997.         

Stock Prices                                                                    
The  Company's  Common Stock is traded on the national  Market  System of Nasdaq
under the  symbol  "ACXM."  The  following  table  sets  forth  for the  periods
indicated the high and low closing sale prices of the Common Stock.             

Fiscal 1998                     High           Low                              
Fourth Quarter              $25 3/4        $18 3/4                          
Third Quarter                19 1/4         14 1/8                          
Second Quarter               21 1/8         17 1/8                          
First Quarter                20 5/8         11 1/8                          

Fiscal 1997                     High           Low                              
Fourth Quarter              $24            $14 3/8                          
Third Quarter                25             18 5/8                          
Second Quarter               20 5/8         15 7/8                          
First Quarter                17 7/8         11 15/16                        

During the period  beginning  April 1, 1998,  and ending May 13, 1998,  the high
closing  sales  price per share for the  Company's  Common  Stock as reported by
Nasdaq was $255/8 and the low closing sales price per share was $221/2.         
On May 13, 1998, the closing price per share was $243/8.                        

Shareholders of Record                                                          
The approximate  number of shareholders of record of the Company's  Common Stock
as of May 13, 1998, was 1,617.                                                  

Dividends                                                                       
The  Company  has never paid cash  dividends  on its Common  Stock.  The Company
presently  intends  to  retain  earnings  to  provide  funds  for  its  business
operations  and for the expansion of its business.  Thus, it does not anticipate
paying cash dividends in the foreseeable future.                                

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EXHIBIT 21                                                                      

 SUBSIDIARIES OF THE COMPANY

 U.S. SUBSIDIARIES

   Name                    Incorporated In         Doing Business As

Acxiom Asia, Ltd.                   Arkansas          Acxiom Asia, Ltd.         

Acxiom CDC, Inc.                    Arkansas          Acxiom CDC, Inc.          

Acxiom Children's Center, Inc.      Arkansas          Acxiom Children's Center, 
                                    Inc.

Acxiom/Direct Media, Inc.           Arkansas          Acxiom/Direct Media, Inc. 

Acxiom Great Lakes Data Center,                                                 
Inc.                              Arkansas          Acxiom Great Lakes Data 
                                            Center, Inc.

Acxiom Leasing Corporation          Arkansas          Acxiom Leasing Corporation

Acxiom RM-Tools, Inc.               Arkansas          Acxiom RM-Tools, Inc.     

Acxiom RTC, Inc.                    Delaware          Acxiom RTC, Inc.          

Acxiom SDC, Inc.                    Arkansas          Buckley Dement, an Acxiom 
                                       Company

Acxiom Transportation Services,                                                 
  Inc.                              Arkansas          ATS; Conway Aviation, Inc.

BSA, Inc.                          New Jersey         MultiNational Concepts,   
                                    Ltd;
                                                 KM Lists Incorporated

Catalog Marketing Services, Inc.    Florida           Shop the World by Mail    

DQ Investment Corporation*         California         AccuDat                   

DataQuick Information Systems      California         Acxiom/DataQuick Products 
                                     Group

Modern Mailers, Inc.*               Delaware          Acxiom Mailing Services   

Pro CD, Inc.                        Delaware          Data By Acxiom            

INTERNATIONAL SUBSIDIARIES

   Name                    Incorporated In         Doing Business As

Acxiom Limited                   United Kingdom       Acxiom Limited            

Generator Datamarketing                                                         
Limited                        United Kingdom       Generator Datamarketing 
                                       Limited

Marketlead Services, Ltd.        United Kingdom       N/A                       
(Agency company of Acxiom                                                   
Limited)                                                                    

Southwark Computer Services,                                                    
Ltd. (Agency company of        United Kingdom       N/A                     
Acxiom Limited)                                                             

Normadress                           France           Normadress                

* Inactive                                                                      

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EXHIBIT 23                                                                      

The Board of Directors                                                          
Acxiom Corporation                                                              

We consent to  incorporation  by reference in the  registration  statements (No.
33-17115,  No. 33-37609, No. 33-37610, No. 33-42351, No. 33-72310, No. 33-72312,
No. 33-63423 and No. 333-03391 on Form S-8) of Acxiom  Corporation of our report
dated  May 8,  1998,  relating  to the  consolidated  balance  sheets  of Acxiom
Corporation  and  subsidiaries  as of March 31,  1998 and 1997,  and the related
consolidated  statements  of earnings,  stockholders'  equity and cash flows for
each of the  years in the  three-year  period  ended  March  31,  1998  which is
incorporated  by reference  in the March 31, 1998 annual  report on Form 10-K of
Acxiom  Corporation.  We also  consent  to  incorporation  by  reference  in the
above-mentioned registration statements of our report dated May 8, 1998 relating
to the consolidated  financial statement  schedule,  which report appears in the
March 31, 1998 annual report on Form 10-K of Acxiom Corporation.                

/s/  KPMG Peat Marwick LLP                                                      

Little Rock, Arkansas                                                           
June 19, 1998                                                                   

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EXHIBIT 24                                                                      

 POWER OF ATTORNEY

     KNOW ALL MEN BY THESE  PRESENTS,  that the  undersigned  officer  of Acxiom
Corporation, a Delaware corporation (the "Company"),  does hereby constitute and
appoint Catherine L. Hughes as his true and lawful  attorney-in-fact  and agent,
with full  power of  substitution  and  resubstitution  for him and in his name,
place and stead,  in his  capacity as the  principal  accounting  officer of the
Company,  to sign the  Company's  Annual  Report on Form 10-K for the year ended
March 31, 1998,  together  with any  amendments  thereto,  and to file the same,
together with any exhibits and all other  documents  related  thereto,  with the
Securities and Exchange Commission, granting to said attorney-in-fact and agent,
full power and authority to do and perform each and any act and thing  requisite
and  necessary to be done in connection  therewith,  as fully to all intents and
purposes as the  undersigned  might or could do in person,  duly  ratifying  and
confirming all that said  attorney-in-fact and agent may lawfully do or cause to
be done by virtue of the power herein granted.                                  

  IN WITNESS WHEREOF, the undersigned has hereunto set his hand this date.

Signature:                                                                      

/s/ Robert S. Bloom                                                             
----------------------------------                                              
Robert S. Bloom                                                                 

Date:  June 2, 1998                                                             

424B2 190th Page of 635 TOC 1st Previous Next ↓Bottom Just 190th
 POWER OF ATTORNEY

     KNOW ALL MEN BY THESE  PRESENTS,  that the  undersigned  director of Acxiom
Corporation, a Delaware corporation (the "Company"),  does hereby constitute and
appoint  Catherine  L.  Hughes  and/or  Robert S.  Bloom as her true and  lawful
attorneys-in-fact and agents, with full power of substitution and resubstitution
for her and in her name,  place and stead,  in her capacity as a director of the
Company,  to sign the  Company's  Annual  Report on Form 10-K for the year ended
March 31, 1998,  together  with any  amendments  thereto,  and to file the same,
together with any exhibits and all other  documents  related  thereto,  with the
Securities  and  Exchange  Commission,  granting to said  attorneys-in-fact  and
agents,  full power and  authority  to do and perform each and any act and thing
requisite  and  necessary to be done in  connection  therewith,  as fully to all
intents  and  purposes  as the  undersigned  might or could do in  person,  duly
ratifying and confirming all that said attorneys-in-fact and agents may lawfully
do or cause to be done by virtue of the power herein granted.                   

  IN WITNESS WHEREOF, the undersigned has hereunto set her hand this date.

Signature:                                                                      

/s/ Ann H. Die                                                                  
----------------------------------                                              
Dr. Ann H. Die                                                                  

Date:  May 20, 1998                                                             

424B2 191st Page of 635 TOC 1st Previous Next ↓Bottom Just 191st
 POWER OF ATTORNEY

     KNOW ALL MEN BY THESE  PRESENTS,  that the  undersigned  director of Acxiom
Corporation, a Delaware corporation (the "Company"),  does hereby constitute and
appoint  Catherine  L.  Hughes  and/or  Robert S.  Bloom as his true and  lawful
attorneys-in-fact and agents, with full power of substitution and resubstitution
for him and in his name,  place and stead,  in his capacity as a director of the
Company,  to sign the  Company's  Annual  Report on Form 10-K for the year ended
March 31, 1998,  together  with any  amendments  thereto,  and to file the same,
together with any exhibits and all other  documents  related  thereto,  with the
Securities  and  Exchange  Commission,  granting to said  attorneys-in-fact  and
agents,  full power and  authority  to do and perform each and any act and thing
requisite  and  necessary to be done in  connection  therewith,  as fully to all
intents  and  purposes  as the  undersigned  might or could do in  person,  duly
ratifying and confirming all that said attorneys-in-fact and agents may lawfully
do or cause to be done by virtue of the power herein granted.                   

  IN WITNESS WHEREOF, the undersigned has hereunto set his hand this date.

Signature:                                                                      

/s/ William Dillard II                                                          
----------------------------------                                              
William T. Dillard II                                                           

Date:  May 18, 1998                                                             

424B2 192nd Page of 635 TOC 1st Previous Next ↓Bottom Just 192nd
 POWER OF ATTORNEY

     KNOW ALL MEN BY THESE  PRESENTS,  that the  undersigned  director of Acxiom
Corporation, a Delaware corporation (the "Company"),  does hereby constitute and
appoint  Catherine  L.  Hughes  and/or  Robert S.  Bloom as his true and  lawful
attorneys-in-fact and agents, with full power of substitution and resubstitution
for him and in his name,  place and stead,  in his capacity as a director of the
Company,  to sign the  Company's  Annual  Report on Form 10-K for the year ended
March 31, 1998,  together  with any  amendments  thereto,  and to file the same,
together with any exhibits and all other  documents  related  thereto,  with the
Securities  and  Exchange  Commission,  granting to said  attorneys-in-fact  and
agents,  full power and  authority  to do and perform each and any act and thing
requisite  and  necessary to be done in  connection  therewith,  as fully to all
intents  and  purposes  as the  undersigned  might or could do in  person,  duly
ratifying and confirming all that said attorneys-in-fact and agents may lawfully
do or cause to be done by virtue of the power herein granted.                   

  IN WITNESS WHEREOF, the undersigned has hereunto set his hand this date.

Signature:                                                                      

/s/ Harry C. Gambill                                                            
----------------------------------                                              
Harry C. Gambill                                                                

Date:  May 20, 1998                                                             

424B2 193rd Page of 635 TOC 1st Previous Next ↓Bottom Just 193rd
 POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that the undersigned  director and officer
of Acxiom  Corporation,  a Delaware  corporation  (the  "Company"),  does hereby
constitute  and appoint  Catherine L. Hughes  and/or Robert S. Bloom as his true
and lawful  attorneys-in-fact  and agents,  with full power of substitution  and
resubstitution  for him and in his name,  place and stead,  in his capacity as a
director and principal  financial officer of the Company,  to sign the Company's
Annual Report on Form 10-K for the year ended March 31, 1998,  together with any
amendments  thereto,  and to file the same,  together  with any exhibits and all
other documents  related thereto,  with the Securities and Exchange  Commission,
granting to said  attorneys-in-fact  and agents,  full power and authority to do
and perform  each and any act and thing  requisite  and  necessary to be done in
connection  therewith,  as fully to all intents and purposes as the  undersigned
might or  could do in  person,  duly  ratifying  and  confirming  all that  said
attorneys-in-fact  and agents may  lawfully  do or cause to be done by virtue of
the power herein granted.                                                       

  IN WITNESS WHEREOF, the undersigned has hereunto set his hand this date.

Signature:                                                                      

/s/ Rodger S. Kline                                                             
----------------------------------                                              
Rodger S. Kline                                                                 

Date:  May 20, 1998                                                             

424B2 194th Page of 635 TOC 1st Previous Next ↓Bottom Just 194th
 POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that the undersigned  director and officer
of Acxiom  Corporation,  a Delaware  corporation  (the  "Company"),  does hereby
constitute  and appoint  Catherine L. Hughes  and/or Robert S. Bloom as his true
and lawful  attorneys-in-fact  and agents,  with full power of substitution  and
resubstitution  for him and in his name,  place and stead,  in his capacity as a
director and principal  executive officer of the Company,  to sign the Company's
Annual Report on Form 10-K for the year ended March 31, 1998,  together with any
amendments  thereto,  and to file the same,  together  with any exhibits and all
other documents  related thereto,  with the Securities and Exchange  Commission,
granting to said  attorneys-in-fact  and agents,  full power and authority to do
and perform  each and any act and thing  requisite  and  necessary to be done in
connection  therewith,  as fully to all intents and purposes as the  undersigned
might or  could do in  person,  duly  ratifying  and  confirming  all that  said
attorneys-in-fact  and agents may  lawfully  do or cause to be done by virtue of
the power herein granted.                                                       

  IN WITNESS WHEREOF, the undersigned has hereunto set his hand this date.

Signature:                                                                      

/s/ Charles D. Morgan                                                           
----------------------------------                                              
Charles D. Morgan                                                               

Date:  May 20, 1998                                                             

424B2 195th Page of 635 TOC 1st Previous Next ↓Bottom Just 195th
 POWER OF ATTORNEY

     KNOW ALL MEN BY THESE  PRESENTS,  that the  undersigned  director of Acxiom
Corporation, a Delaware corporation (the "Company"),  does hereby constitute and
appoint  Catherine  L.  Hughes  and/or  Robert S.  Bloom as his true and  lawful
attorneys-in-fact and agents, with full power of substitution and resubstitution
for him and in his name,  place and stead,  in his capacity as a director of the
Company,  to sign the  Company's  Annual  Report on Form 10-K for the year ended
March 31, 1998,  together  with any  amendments  thereto,  and to file the same,
together with any exhibits and all other  documents  related  thereto,  with the
Securities  and  Exchange  Commission,  granting to said  attorneys-in-fact  and
agents,  full power and  authority  to do and perform each and any act and thing
requisite  and  necessary to be done in  connection  therewith,  as fully to all
intents  and  purposes  as the  undersigned  might or could do in  person,  duly
ratifying and confirming all that said attorneys-in-fact and agents may lawfully
do or cause to be done by virtue of the power herein granted.                   

  IN WITNESS WHEREOF, the undersigned has hereunto set his hand this date.

Signature:                                                                      

/s/ Robert A. Pritzker                                                          
----------------------------------                                              
Robert A. Pritzker                                                              

Date:  June 5, 1998                                                             

424B2 196th Page of 635 TOC 1st Previous Next ↓Bottom Just 196th
 POWER OF ATTORNEY

     KNOW ALL MEN BY THESE  PRESENTS,  that the  undersigned  director of Acxiom
Corporation, a Delaware corporation (the "Company"),  does hereby constitute and
appoint  Catherine  L.  Hughes  and/or  Robert S.  Bloom as his true and  lawful
attorneys-in-fact and agents, with full power of substitution and resubstitution
for him and in his name,  place and stead,  in his capacity as a director of the
Company,  to sign the  Company's  Annual  Report on Form 10-K for the year ended
March 31, 1998,  together  with any  amendments  thereto,  and to file the same,
together with any exhibits and all other  documents  related  thereto,  with the
Securities  and  Exchange  Commission,  granting to said  attorneys-in-fact  and
agent,  full power and  authority  to do and perform  each and any act and thing
requisite  and  necessary to be done in  connection  therewith,  as fully to all
intents  and  purposes  as the  undersigned  might or could do in  person,  duly
ratifying and confirming all that said attorneys-in-fact and agents may lawfully
do or cause to be done by virtue of the power herein granted.                   

  IN WITNESS WHEREOF, the undersigned has hereunto set his hand this date.

Signature:                                                                      

/s/ Walter V. Smiley                                                            
----------------------------------                                              
Walter V. Smiley                                                                

Date:  May 20, 1998                                                             

424B2 197th Page of 635 TOC 1st Previous Next ↓Bottom Just 197th
 POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that the undersigned  director and officer
of Acxiom  Corporation,  a Delaware  corporation  (the  "Company"),  does hereby
constitute  and appoint  Catherine L. Hughes  and/or Robert S. Bloom as his true
and lawful  attorneys-in-fact  and agents,  with full power of substitution  and
resubstitution  for him and in his name,  place and stead,  in his capacity as a
director and officer of the Company, to sign the Company's Annual Report on Form
10-K for the year ended March 31, 1998,  together with any  amendments  thereto,
and to file the same, together with any exhibits and all other documents related
thereto,  with  the  Securities  and  Exchange  Commission,   granting  to  said
attorneys-in-fact  and agents,  full power and  authority to do and perform each
and  any  act and  thing  requisite  and  necessary  to be  done  in  connection
therewith,  as fully to all intents and  purposes  as the  undersigned  might or
could  do  in   person,   duly   ratifying   and   confirming   all  that   said
attorneys-in-fact  and agents may  lawfully  do or cause to be done by virtue of
the power herein granted.                                                       

  IN WITNESS WHEREOF, the undersigned has hereunto set his hand this date.

Signature:                                                                      

/s/ James T. Womble                                                             
----------------------------------                                              
James T. Womble                                                                 

Date:  May 20, 1998                                                             

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UNITED STATES       
SECURITIES AND EXCHANGE COMMISSION    
Washington, D. C. 20549     

FORM 10-K/A     
(AMENDMENT NO. 1)     

(Mark One)                                                                      

[X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES           
EXCHANGE ACT OF 1934                                                

For the fiscal year ended March 31, 1998  

OR    

[  ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES       
EXCHANGE ACT OF 1934                                                

For the transition period from __________ to __________.  

Commission file number 0-13163    

ACXIOM CORPORATION    
(Exact name of registrant as specified in its charter)    

         DELAWARE                                   71-0581897
  (State or other jurisdiction of                     (I.R.S. Employer
     incorporation or organization)                    Identification No.)

P.O. BOX 2000, 301 INDUSTRIAL BOULEVARD, CONWAY, ARKANSAS 72033-2000  
        (Address of principal executive offices         (Zip Code)

(501) 336-1000  
(Registrant's telephone number, including area code)  

Securities registered pursuant to Section 12(b) of the Act: None  

Securities registered pursuant to Section 12(g) of the Act:   

Common Stock, $.10 Par Value    
(Title of Class)    

Preferred Stock Purchase Rights     
(Title of Class)    

Indicate by check mark whether the registrant: (1) has filed all reports        
required to be filed by Section 13 or 15(d) of the Securities Exchange          
Act of 1934 during the preceding 12 months (or for such shorter period that     
the registrant was required to file such reports), and (2) has been             
subject to such filing requirements for the past 90 days.  Yes  X   No___       

Indicate by check mark if disclosure of delinquent filers pursuant to Item      
405 of Regulation S-K is not contained herein, and will not be                  
contained, to the best of registrant's knowledge, in definitive proxy or        
information statements incorporated by reference in Part III of this Form       
10-K or any amendment to this Form 10-K.  [X]                                   

424B2 199th Page of 635 TOC 1st Previous Next ↓Bottom Just 199th
The aggregate market value of the voting stock held by non-affiliates of        
the registrant, based upon the closing sale price of the registrant's           
Common Stock, $.10 par value per share, as of June 17, 1998 as reported on      
the Nasdaq National Market, was approximately $875,422,220. (For purposes       
of determination of the above stated amount only, all directors, officers       
and 10% or more shareholders of the registrant are presumed to be               
affiliates.)                                                                    

The number of shares of Common Stock, $.10 par value per share, outstanding     
as of June 17, 1998 was 52,479,289.                                             

 This Amendment No. 1 amends and supplements the Annual Report for the
fiscal year ended March 31, 1998 on Form 10-K, filed with the Securities        
and Exchange Commission (the "Commission") on June 23, 1998 (the "Form          
10-K"), of Acxiom Corporation, a Delaware corporation (the "Company").          
Capitalized terms used herein shall have the definitions set forth in the       
Form 10-K unless otherwise provided herein.                                     

424B2 200th Page of 635 TOC 1st Previous Next ↓Bottom Just 200th
Part III of the Form 10-K is hereby amended and supplemented by     
deleting it in its entirety and replacing it with the following:                

PART III    

ITEM 10.          DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT            

CURRENT DIRECTORS, NOMINEES AND EXECUTIVE OFFICERS                              

     The following table provides information as of March 31, 1998
with respect to each of the Company's directors, director nominees, and         
executive officers.                                                             

DIRECTORS AND DIRECTOR NOMINEES     

                                                                   Served as
                                                                  Officer or
                                                                   Director of
                                                                   the Company
    Name            Age                Position                    since

NOMINEES FOR TERMS EXPIRING AT THE 2001 ANNUAL MEETING OF SHAREHOLDERS    

Rodger S. Kline...... 55      Director, Operations Leader                1975   
Robert A. Pritzker... 71      Director                                   1994   
James T. Womble...... 55      Director, Division Leader                  1975   

 TERMS EXPIRING AT THE 2000 ANNUAL MEETING OF SHAREHOLDERS

Dr. Ann H. Die....... 53      Director                                   1993   
Charles D. Morgan.... 55      Chairman of the Board and Company          1975   
Leader              

 TERMS EXPIRING AT THE 1999 ANNUAL MEETING OF SHAREHOLDERS

William T. Dillard II 53      Director                                   1988   
Harry C. Gambill..... 52      Director                                   1993   
Walter V. Smiley .... 60      Director                                   1983   

OTHER EXECUTIVE OFFICERS    

C. Alex Dietz........ 55      Division Leader                            1979   
Paul L. Zaffaroni.... 51      Division Leader                            1990   
Jerry C. D. Ellis.... 48      Division Leader                            1991   
Robert S. Bloom...... 42      Financial Leader                           1992   

424B2 201st Page of 635 TOC 1st Previous Next ↓Bottom Just 201st
      Rodger S. Kline, 55, joined the Company in 1973. He has been a
director since 1975, and serves as the Company's Treasurer and Chief            
Operating Officer (Operations Leader). Prior to joining the Company, Mr.        
Kline was employed by IBM Corporation. Mr. Kline holds an electrical            
engineering degree from the University of Arkansas.                             

     Robert A. Pritzker, 71, was appointed to fill a newly created
position on the Board of Directors in 1994 and was elected as a director in     
1996. Since before 1992, Mr. Pritzker has been a director and the Chairman      
of Trans Union Corporation, a company engaged in the business of providing      
consumer credit reporting services ("TransUnion"), a director and the           
President of each of Union Tank Car Company, a company principally engaged      
in the leasing of railway tank cars and other railcars, and Marmon              
Holdings, Inc., a holding company of diversified manufacturing and services     
businesses. Mr. Pritzker is also a director of Hyatt Corporation, a company     
which owns and operates domestic and international hotels, and a director       
of Southern Peru Copper Corporation, a company which mines, smelts, refines     
and markets copper. Mr. Pritzker holds an industrial engineering degree         
from the Illinois Institute of Technology. See "Security Ownership of           
Certain Beneficial Owners and Management" and "Certain Transactions."           

       James T. Womble, 55, joined the Company in 1974.  He has been a
director since 1975, and serves as one of the Company's four division           
leaders. Prior to joining the Company, Mr. Womble was employed by IBM           
Corporation. Mr. Womble holds a degree in civil engineering from the            
University of Arkansas.                                                         

       Dr. Ann H. Die, 53, was elected as a director in 1993.  She has
served as President of Hendrix College in Conway, Arkansas since 1992. She      
is a member of the Board of Directors of the National Merit Scholarship         
Corporation, the Pritzker Foundation for Independent Higher Education, and      
the American Council on Education. She is Past Chair of the Board of            
Directors of the National Association of Independent Colleges and               
Universities. Prior to coming to Hendrix, she served as Dean of the H.          
Sophie Newcomb Memorial College and Associate Provost at Tulane University.     
Dr. Die graduated summa cum laude from Lamar University, earned a master's      
degree from the University of Houston and a Ph.D. in Counseling Psychology      
from Texas A&M University.                                                      

      Charles D. Morgan, 55, joined the Company in 1972. He has been
Chairman of the Board of Directors since 1975, and serves as Company            
Leader. He was employed by IBM Corporation prior to joining the Company.        
Mr. Morgan is also a director of Fairfield Communities, Inc. Mr. Morgan         
holds a mechanical engineering degree from the University of Arkansas.          

     William T. Dillard II, 53, was elected as a director in 1988.
He has served since 1968 as a member of the Board of Directors and since        
1977 as President and Chief Operating Officer of Dillard's, Inc. of Little      
Rock, Arkansas, a regional chain of traditional department stores with 270      
retail outlets in 27 states in the Southeast, Southwest and Midwest areas       
of the United States. In addition to Dillard's, Inc., Mr. Dillard is also a     
director of Barnes & Noble, Inc. and Simon Debartolo Group, Inc. He holds a     
master's degree in business administration from Harvard University and a        
bachelor's degree in the same field from the University of Arkansas.            

    Harry C. Gambill, 52, was appointed to fill a vacancy on the
Board of Directors in 1992 and was elected as a director in 1993. He is a       
director and has held the positions of Chief Executive Officer and              
President of Trans Union since April 1992. Mr. Gambill joined Trans Union       
in 1985 as Vice President/General Manager of the Chicago Division. In 1987      
he was named Central Region Vice President. In 1990, he was named President     
of Transaction, and assumed the added title of President of TransMark in        
1991. Mr. Gambill is also a director of Associated Credit Bureaus and the       
International Credit Association. He holds degrees in business                  
administration and economics from Arkansas State University. See "Security      
Ownership of "Certain Owners and Management" and Certain Transactions."         

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    Walter V. Smiley, 60, was elected as a director in 1983.  He
served from 1968 until 1989 as Chairman of the Board of Directors and from      
1968 until 1985 as Chief Executive Officer of Systematics, Inc., the            
predecessor of ALLTEL Information Services, Inc., an Arkansas based company     
which provides data processing services to financial institutions               
throughout the United States and abroad. Mr. Smiley currently owns and is       
President of Smiley Investment Corporation, a consulting and venture            
capital firm. Mr. Smiley is also a director of Southern Development Banc        
Corp. and Computer Language Research. He holds a master's degree in             
business administration and a bachelor's degree in industrial management        
from the University of Arkansas. Mr. Smiley resigned as a Director of the       
Company effective as of June 1, 1998; Mr. Smiley has not yet been replaced.     

     C. Alex Dietz, 55, joined the Company in 1970 and served as a
vice president until 1975. Between 1975 and 1979 he was an officer of a         
commercial bank responsible for data processing matters. Following his          
return to the Company in 1979, Mr. Dietz served as senior level officer of      
the Company and is presently one of the Company's four division leaders.        
Mr. Dietz holds a degree in electrical engineering from Tulane University.      

       Paul L. Zaffaroni, 51, joined the Company in 1990. He serves as
one of the Company's four division leaders. Prior to joining the Company,       
he was employed by IBM Corporation for 21 years, most recently serving as       
regional sales manager. Mr. Zaffaroni holds a degree in marketing from          
Youngstown State University.                                                    

     Jerry C. D. Ellis, 48, joined the Company in 1991 as managing
director of the Company's U.K. operations. He serves as one of the              
Company's four division leaders. Prior to 1991, Mr. Ellis was employed for      
22 years with IBM Corporation, serving most recently as assistant to the        
CEO of IBM's U.K. operations. Prior to that, Mr. Ellis served as branch         
manager of the IBM U.K. Public Sector division.                                 

Robert S. Bloom, 42, joined the Company in 1992 as chief
financial officer. Prior to joining the Company, he was employed for six        
years with Wilson Sporting Goods Co. as chief financial officer of its          
international division. Prior to his employment with Wilson, Mr. Bloom was      
employed by Arthur Andersen & Co. for nine years, serving most recently as      
manager. Mr. Bloom, a Certified Public Accountant, holds a degree in            
accounting from the University of Illinois.                                     

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BOARD OF DIRECTORS' MEETINGS AND COMMITTEES                                     

 The Board of Directors holds quarterly meetings to review
significant developments affecting the Company and to act on matters            
requiring approval of the Board of Directors. The Board of Directors            
currently has three standing committees to assist it in the discharge of        
its responsibilities: an Audit Committee, a Compensation Committee and an       
Executive Committee. The Audit Committee, composed of outside directors Dr.     
Ann H. Die, William T. Dillard II, Harry C. Gambill, Robert A. Pritzker and     
Walter V. Smiley, reviews the reports of the auditors and has the authority     
to investigate the financial and business affairs of the Company. Messrs.       
Dillard and Smiley also serve on the Compensation Committee, which              
administers certain of the Company's employee benefit plans and approves        
the compensation paid to the Company's senior leaders. The Executive            
Committee is responsible for implementing the policy decisions of the           
Board. Current members of the Executive Committee are Messrs. Kline, Morgan     
and Womble.                                                                     

    During the past fiscal year, the Board of Directors met four
times, the Audit Committee met one time and the Compensation Committee met      
two times. Action pursuant to unanimous written consent in lieu of a            
meeting was taken one time by the Board of Directors, two times by the          
Compensation Committee and eleven times by the Executive Committee. All of      
the incumbent directors attended at least three-fourths of the aggregate        
number of meetings of the Board and of the committees on which they served      
during the past fiscal year except for Mr. Gambill.                             

   Walter V. Smiley, who served on the Audit Committee and the
Compensation Committee for the fiscal year ended March 31, 1998 resigned as     
a director of the Company effective as of June 1, 1998, Mr. Smiley has not      
yet been replaced.                                                              

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE                         

Section 16(a) of the Securities Exchange Act of 1934, as
amended, requires the Company's executive officers, directors, and persons      
who own more than ten percent (10%) of a registered class of the Company's      
equity securities to file reports of ownership and changes in ownership         
with the Commission and the National Association of Securities Dealers,         
Inc. Such persons are required by Commission rules and regulations to           
furnish the Company with copies of all Section 16(a) forms they file.           

       Additionally, Commission rules and regulations require that the
Company identify any individuals for whom one of the referenced reports was     
not filed on a timely basis during the most recent fiscal year or prior         
fiscal years. To the Company's knowledge, based solely on its review of the     
copies of such forms received by it, or written representations from            
certain reporting persons that no other forms were required for those           
persons during and with respect to the fiscal year ended March 31, 1998,        
the Company believes that during the past fiscal year, all filing               
requirements applicable to its officers, directors, and greater than ten        
percent (10%) beneficial owners were met.                                       

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ITEM 11.    EXECUTIVE COMPENSATION                                              

    Cash and Other Compensation. The following table sets forth,
for the fiscal years indicated, the cash and other compensation provided by     
the Company and its subsidiaries to the Company Leader and each of the four     
most highly compensated members of the Company's leadership team (the           
"named individuals") in all capacities in which they served.                    

SUMMARY COMPENSATION TABLE    

                                                     LONG TERM
                         ANNUAL COMPENSATION         COMPENSATION AWARDS
Name and                             Other Annual                   All Other   
Principal                    Salary  Compensation     Options/     Compensation 
Position               Year   ($)       ($)(1)         SARs(#)        ($)(2)    

Charles D. Morgan,     1998  375,000    267,857           0           14,813    
Chairman of the       1997  325,000     63,476         33,545         8,239   
Board and Company     1996  304,167     84,021        101,163         7,327   
Leader                                                                        

Rodger S. Kline        1998  250,000    178,571           0            9,869    
Operations Leader    1997  213,000     41,601         21,985         2,817  
                   1996  196,833     54,221         66,301         4,801

James T. Womble        1998  202,000    126,250           0            7,829    
Division Leader      1997  183,500     35,340         18,900         5,329  
                   1996  172,833     47,808         57,118         4,698

Paul L. Zaffaroni      1998  193,000    120,625           0            7,564    
Division Leader      1997  172,300     33,652         17,784         2,563  
                   1996  161,633     36,772         53,632         3,822

C. Alex Dietz          1998  191,000    119,375           0            7,328    
Division Leader      1997  168,300     32,871         17,371         4,986  
                   1996  158,467     43,831         52,387         4,562

--------------------------                                                      

(1)   This amount represents the named individuals' at-risk pay for             
each fiscal year. See discussion of At-Risk Base Pay below under    
"Report of Compensation Committee."                                 

(2)   This amount represents the Company's contribution on behalf of            
each named executive officer to the Company's 401(k) and SERP Plans.

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     Stock Option Exercises and Holdings. The following table sets
forth information concerning stock options exercised during the last fiscal     
year and stock options held as of the end of the last fiscal year by the        
named individuals.                                                              

                                                        [Enlarge/Download Table]


           AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND                             
                          FY-END OPTION/SAR VALUES                                             

                                     NUMBER OF SECURITIES                                      
                                          UNDERLYING                       VALUE OF            
                                         UNEXERCISED                 UNEXERCISED IN-THE-       
                                       OPTIONS/SARS AT                MONEY OPTIONS/SARS       
                                            FY-END                         AT FY-END           
                                     --------------------            --------------------      
                    Shares                                                                     
                   Acquired                                                                    
                      on      Value                                                            
       Name        Exercise  Realized  EXERCISABLE   UNEXERCISABE   EXERCISABLE   UNEXERCISABLE
                      (#)      ($)         (#)                         ($)                     
------------------ --------- -------   -----------   ------------   -----------   -------------
                                                                                               
Charles D. Morgan          0       0   297,654        310,929       4,994,892     3,803,473    
RODGER S. KLINE            0       0   231,349        205,510       4,137,276     2,528,097    
James T. Womble            0       0   174,215        181,633       2,946,118     2,271,617    
Paul L. Zaffaroni      5,000  76,250   295,597        179,539       5,882,284     2,353,187    
C. Alex Dietz              0       0   227,643        172,626       4,326,648     2,242,842    

Compensation of Directors. In January 1998, each outside
director received 1,000 shares of unregistered common stock, $.10 par           
value, of the Company ("Common Stock") as an annual retainer fee. In            
addition, each outside director receives a $1,500 fee for each meeting he       
or she attends. Inside directors do not receive any additional compensation     
for their service as directors.                                                 

         Compensation Committee Interlocks and Insider Participation.  The
members of the Compensation Committee are William T. Dillard II and Walter      
V. Smiley. No compensation committee interlocks exist with respect to the       
Board of Directors' Compensation Committee, nor do any present or past          
officers of the Company serve on the Compensation Committee. Walter V.          
Smiley, who served on the Compensation Committee for the fiscal year ended      
March 31, 1998 resigned as a director of the Company effective as of June       
1, 1998, Mr. Smiley has not yet been replaced.                                  

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      Report of Compensation Committee. Decisions on compensation of
the Company's leadership are made by the Compensation Committee of the          
Board of Directors. The members of the Compensation Committee are               
non-employee and outside directors pursuant to Commission rules and             
applicable Treasury regulations. Set forth below is a report submitted by       
William T. Dillard II and Walter V. Smiley, in their capacity as the Board      
of Directors' Compensation Committee, addressing the compensation policies      
for the Company's leadership team, for the individuals named in the tables      
above, and for Mr. Morgan.                                                      

Compensation Policies. Compensation for the Company's   
leadership is based upon beliefs and guiding principles designed to align       
leadership compensation with business strategy, the Company's values and        
management initiatives. The plan is designed to:                                

o    Align the leaders' interests with the shareholders' and investors'   
interests.                                                      
o    Motivate the leaders to achieve the highest level of performance.    
o    Retain key leaders by linking executive compensation to the Company's
performance.                                                    
o    Attract the best candidates through competitive, growth-oriented     
plans.                                                          

     The resulting compensation strategy is targeted to provide an
overall level of compensation opportunity that is competitive within the        
markets in which the Company competes, as well as within a broader group of     
companies of comparable size and complexity. Actual compensation levels may     
eventually be greater than or less than the average competitive market          
levels, based upon the achievement of the Company, as well as upon              
individual performance. The Compensation Committee uses its discretion to       
set the parameters of the leadership compensation plan when, in its             
judgment, external, internal and/or individual circumstances warrant it.        
Increased orientation of leadership compensation policies toward long-term      
performance has been accompanied by increased utilization of objective          
performance criteria. See "Executive Compensation--Report of Compensation       
Committee--Components of Compensation."                                         

  The Compensation Committee also endorses the position that
stock ownership by management and stock-based performance compensation          
arrangements are beneficial in aligning management's and shareholders'          
interests and the enhancement of shareholder value. Thus, the Compensation      
Committee has also increasingly utilized these elements in the Company's        
compensation program for its leadership team.                                   

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      Components of Compensation. Compensation paid to the Company's
leaders in fiscal 1998, the separate elements of which are discussed below,     
consisted of the following: not-at-risk base pay, at-risk base pay, and         
long-term incentive ("LTI") compensation granted under the Company's stock      
option plans. The Compensation Committee's increasing emphasis on tying pay     
to long-term performance criteria is reflected in a recent change to the        
Company's leadership compensation plan effective for fiscal 1998. The plan      
contains five possible compensation levels with overlapping ranges for base     
salaries, which provides flexibility in establishing appropriate                
compensation packages for the Company's leadership. The plan provides for       
increasingly large percentages of total compensation being weighted towards     
at-risk pay and, to an even greater degree, toward LTI compensation. The        
higher the compensation level, the greater the overall percentage of            
at-risk and LTI. Under the plan, the compensation for the Company's senior      
leaders, who participate in the top two levels of the plan, is as follows:      
not-at-risk base pay (35-40%); at-risk base pay (25%); and LTI compensation     
(35-40%). Under the previous plan, the maximum percentage of total compensation 
assignable to LTI was 35%.                                                      

      (i) Not-At-Risk Base Pay. Base pay levels are largely determined
through market comparisons. Actual salaries are based on individual 
performance contributions within a salary range that has been       
established through job evaluation and the use of market surveys for
comparable companies and positions. Base salaries for the Company's 
 senior leadership were targeted in fiscal 1998 to represent 35-40% of
total compensation, which includes the annual at-risk base pay and  
LTI compensation. For other corporate, group and business unit level
 leaders, base salaries were targeted at 40-70% of total compensation.

(ii) At-Risk Base Pay. The at-risk base pay for all of the
Company's leaders is funded after the Company achieves its earnings 
per share target. Attainment of targeted at-risk base pay is largely
determined by using the EVA(R) (Economic Value Added) model. (EVA is
a registered trademark of Stern Stewart & Co.) In fiscal 1998,      
at-risk base pay was targeted to represent 25% of total compensation
for the senior leadership team and 15-25% for other corporate, group
and business unit leaders. For fiscal 1998, the Company's diluted   
earnings per share goal was $.59 per share, which was exceeded by   
$.01.                                                               

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(iii) Long-Term Incentive Compensation. The Committee's LTI 
compensation plan is composed of awards of stock options designed to
align long-term interests between the Company's leadership team and 
 its shareholders and to assist in the retention of key people. During
fiscal 1998, the long-term incentives were targeted to represent    
35-40% of total compensation for senior leadership and 15-35% for   
other corporate, group and business unit leaders. Previously, in    
1996, senior leadership members were awarded the equivalent of three
years' worth of non-statutory stock options to induce them to adopt 
 the long-term view of shareholders. One-fourth of the options awarded
were priced at the then current market value, one-fourth were priced
at a 50% premium over the then current market value, and the        
remaining one-half were priced at a 100% premium over the then      
current market value. The full value of the options cannot be       
realized until the price of Common Stock more than doubles from the 
fair market value on the date of grant. Senior leadership members   
will not be eligible for new grants of LTI options until 1999. The  
1996 stock options vest incrementally over a nine-year period.      

    The terms of all non-statutory LTI options granted on or after
 January 29, 1997 are 15 years (instead of ten, which was the standard
term for both incentive and non-statutory options prior to January  
29, 1997), and the exercise prices for all options granted on or    
after January 29, 1997 are: one-half at the fair market value on the
date of grant, one-fourth at a 50% premium over market, and         
one-fourth at a 100% premium over market. Options will continue to  
vest incrementally over nine years from the date of grant.          

     (iv) Supplemental Executive Retirement Plan. All members of the
Company's leadership team are eligible to participate in the        
 Supplemental Executive Retirement Plan ("SERP"), which was adopted in
fiscal 1996, by contributing up to 15% of their pretax income into  
the plan. The Company matches at a rate of $.50 on the dollar up to 
the first 6% of the leadership team members' combined contributions 
under both the SERP and the Company's 401K Retirement Plan. The     
Company's match is paid in Common Stock. On May 20, 1998, the Board 
of Directors approved an amendment to the SERP which will allow     
 participants to contribute up to 100% of their pretax income into the
plan.                                                               

 (v) Other Compensation Plans. The Company maintains certain
broad-based employee benefit plans in which leadership team members 
 are permitted to participate on the same terms as non-leadership team
associates who meet applicable eligibility criteria, subject to any 
legal limitations on the amounts that may be contributed or the     
benefits that may be payable under the plans.                       

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Mr. Morgan's Compensation. In fiscal 1998, the Company's
revenue and earnings increased 16% and 29% respectively, a record year in       
both revenue and earnings for the Company. Additionally, the return on          
shareholders' equity for fiscal 1998 was 20.4%, in line with the Company's      
goal of achieving a 20% return. The Company's stock price increased 78%         
over the prior year, compared to a 52% increase in the NASDAQ National          
Market - U.S. Index and a 75% increase in the NASDAQ Stock Market -             
Computer and Data Processing Index over the same period. In the prior year,     
the Company's revenue and earnings increased 49% and 51% respectively,          
return on shareholders' equity increased from 16.5% to 20.3%, and the stock     
price rose 20%, compared to an 11% increase in the NASDAQ National Market -     
U.S. Index and a 10% increase in the NASDAQ National Market - Computer and      
Data Processing Index over the same period.                                     

Because of the Company's performance and Mr. Morgan's   
performance in fiscal 1997, Mr. Morgan's fiscal 1998 base pay was increased     
by 15% over fiscal 1997. His base pay for fiscal 1999 was increased 29%         
over fiscal 1998. This increase was due in part to the success of the           
Company in fiscal 1998, and in part as the first of four proposed annual        
increases designed to make the salaries of Mr. Morgan (and other Company        
leaders) competitive with comparable market compensation (i.e., within the      
75th percentile of competitive companies) by the end of the four-year           
adjustment period.                                                              

    In fiscal 1998, the Company's earnings per share results and
the Company's EVA attained were the primary criteria for determining the        
at-risk base pay earned by Mr. Morgan. All of Mr. Morgan's at-risk payments     
were made in cash. See "Executive Compensation--Cash and Other                  
Compensation" for discussion of Other Annual Compensation for Mr. Morgan.       

      In 1996, Mr. Morgan received non-statutory stock options under
the Company's LTI plan described above which consisted of a three-year          
grant of non-statutory stock options, with exercise prices as follows:          
one-fourth at the then current market price, one-fourth at a 50% premium        
over market, and the remaining one-half at a 100% premium over market. The      
purpose of the 1996 grant was to further encourage Mr. Morgan's long-term       
performance while aligning his interests with those of the Company's other      
shareholders with regard to the performance of Common Stock. Mr. Morgan         
will not be eligible for another LTI grant until 1999.                          

      Omnibus Budget Reconciliation Act of 1993.  The Omnibus Budget
Reconciliation Act of 1993 ("OBRA") generally prevents public corporations      
from deducting as a business expense that portion of the compensation paid      
to the named individuals in the above Summary Compensation Table that           
exceeds $1,000,000. However, this deduction limit does not apply to             
"performance-based compensation" paid pursuant to plans approved by             
shareholders. The Board of Directors has modified its compensation plans so     
as to comply with OBRA and thereby retain the deductibility of executive        
compensation, and it is the Company's intention to continue to monitor its      
compensation plans to comply with OBRA in the future.                           

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ITEM 12.           SECURITY OWNERSHIP OF CERTAIN BENEFICIAL                     
OWNERS AND MANAGEMENT     

      The following table sets forth certain information as to the
shares of Common Stock beneficially owned as of May 11, 1998, by (a) each       
person who, as far as the Company has been able to ascertain, beneficially      
owned more than five percent of the Common Stock, (b) each director, (c)        
each of the five most highly compensated executive officers of the Company,     
and (d) all directors and executive officers of the Company as a group.         

                         NUMBER OF
                                             SHARES OF          PERCENT OF
                                             COMMON STOCK       COMMON STOCK
NAME OF BENEFICIAL OWNER OR IDENTITY              OWNED           OUTSTANDING   
OF GROUP                                       BENEFICIALLY                     
--------------------------------------------   ----------------   --------------
William Blair & Company...................     5,310,950(1)          10.1%      
222 West Adams Street                                                           
Chicago, IL 60606                                                               
Charles D. Morgan.........................     4,112,419(2)           7.8%      
P.O. Box 2000                                                                   
Conway, AR 72033-2000                                                           
Trans Union Corporation...................     4,002,000(3)           7.6%      
555 West Adams Street                                                           
Chicago, IL 60661                                                               
The Pritzker Foundation...................     3,921,000(4)           7.5%      
200 W. Madison Street                                                           
Suite 3800                                                                      
Chicago, IL 60606                                                               
Brown Capital Management, Inc.............     3,800,000(5)           7.2%      
809 Cathedral Street                                                            
Baltimore, MD  21201                                                            
T. Rowe Price Associates, Inc.............     3,644,220(1)           6.9%      
P.O. Box 89000                                                                  
Baltimore, MD 21289                                                             
Dr. Ann H. Die............................        10,655               *        
C. Alex Dietz.............................      434,488(6)             *        
William T. Dillard II.....................        19,000               *        
Harry C. Gambill..........................         0(7)                *        
Rodger S. Kline...........................     1,870,598(8)           3.6%      
Robert A Pritzker.........................       3,000(9)              *        
Walter V. Smiley..........................       124,000               *        
James T. Womble...........................    1,544,877(10)           2.9%      
Paul Zaffaroni............................     308,466(11)             *        
All directors, nominees and executive                                           
officers,                                     8,583,086(12)          16.4%      
as a group (12 persons)................                                   

*  Denotes less than 1%.                                                        

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(1)    Based on information contained in a Form 13G filed with the              
Commission on February 17, 1994.                                  

(2)    Includes 297,654 shares subject to currently exercisable options, of     
which 270,246 are in the money.                                   

(3)    Includes 4,000,000 shares of Common Stock subject to warrant (the        
"Warrant") held by Trans Union and 2,000 shares of Common Stock   
transferred to Trans Union by Harry C. Gambill, Chief Executive   
Officer and President of Trans Union. Under the terms of the      
Warrant, Trans Union has the right to purchase up to 4,000,000    
shares of Common Stock, at exercise prices ranging from $2.8125 to
$3.5625 per share; however, the total number of actual shares of  
  Common Stock acquired by Trans Union (excluding the shares of Common
 Stock acquired from Mr. Gambill and shares of Common Stock acquired
by Trans Union on the open market) may not exceed 10% of the      
Company's then issued and outstanding Common Stock. Including the 
shares of Common Stock which may presently be acquired by Trans   
Union under the Warrant, but excluding the shares of Common Stock 
transferred to Trans Union from Mr. Gambill, Trans Union          
beneficially owns approximately 4,000,000 shares of Common Stock, 
which would be 7.6% of the Company's then issued and outstanding  
 Common Stock following issuance of the Warrant shares. See "Certain
Transactions."                                                    

(4)    Includes 1,921,000 shares of Common Stock acquired by the Pritzker       
Foundation, an Illinois not for profit corporation, from Trans    
  Union, and 2,000,000 shares of Common Stock acquired by the Pritzker
Foundation from Marmon Industrial Corporation, the owner of all of
  Trans Union's common stock. Each of the acquisitions was made by the
Pritzker Foundation on May 30, 1997.                              

(5)    Based on information provided by a representative of Brown Capital       
Management, Inc.                                                  

(6)    Includes 1,990 shares of Common Stock held by Mr. Dietz's wife and       
257,123 shares of Common Stock subject to currently exercisable   
options (29,480 of which are held by Mrs. Dietz), of which 241,847
are in the money.                                                 

(7)    See footnote (3) above regarding shares of the Common Stock              
beneficially owned by Trans Union. Mr. Gambill, who is an officer 
 and director of Trans Union, disclaims beneficial ownership of such
shares of Common Stock.                                           

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(8)    Includes 231,349 shares subject to currently exercisable options, of     
which 213,386 are in the money.                                   

(9)    See footnote (3) above regarding shares of Common Stock beneficially     
owned by Trans Union. Mr. Pritzker, who is an officer and director
of Trans Union, disclaims beneficial ownership of such shares of  
Common Stock. The 3,000 shares of Common Stock were issued to Mr. 
Pritzker as an annual retainer for serving on the Board of        
 Directors. See "Executive Compensation--Compensation of Directors."
Of these, 1,000 shares of Common Stock are owned by Mr. Pritzker's
   wife; however, Mr. Pritzker is deemed to beneficially own such shares
of Common Stock.                                                  

(10)   Includes 174,215 shares of Common Stock subject to currently             
exercisable options, of which 158,740 are in the money.           

(11)   Includes 295,597 shares of Common Stock subject to currently             
exercisable options, of which 281,067 are in the money.           

(12)   Includes 1,393,409 shares of Common Stock subject to currently           
exercisable options, of which 1,291,795 are in the money.         

ITEM 13.          CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                

       On January 5, 1996, the Company leased an aircraft from MorAir,
Inc., a corporation controlled by Charles D. Morgan, the Company's Chairman     
and Company Leader, for $66,385 per month, plus maintenance and insurance.      
The term of this aircraft lease expires January 4, 2001. The terms of the       
lease have been found by the Board of Directors to be as good or better         
than those which could have been obtained from an unrelated third party.        

     In March 1998, the Company began using the temporary staffing
services of the national staffing firm, Norrell Staffing Services, Inc.         
("Norrell"), for its strategic staffing and contingency workforce needs.        
Susie P. Morgan, wife of Charles D. Morgan, Chairman of the Board and           
Company Leader of the Company, owns the Little Rock, Arkansas franchise         
(the "Franchise") of Norrell. It is anticipated that the total annual fees      
to be received by the Franchise from Norrell, based on payments to be made      
by the Company to Norrell, will be approximately $150,000.  The majority of     
such fees will be used to offset the expenses of the Franchise.                 

424B2 213th Page of 635 TOC 1st Previous Next ↓Bottom Just 213th
     In accordance with the Data Center Management Agreement dated
July 27, 1992 (the "DCM Agreement") between the Company and Trans Union,        
which became effective on August 31, 1992, the Company (through its             
subsidiary, Acxiom CDC, Inc.) acquired all of Trans Union's interest in its     
Chicago data center and agreed to provide Trans Union with various data         
center management services. The term of the DCM Agreement, as amended,          
expires in 2005.                                                                

     In connection with the DCM Agreement, on August 31, 1992, the
Company issued 1,920,000 shares of Common Stock to Trans Union (the             
"Initial Shares of Common Stock"), subject to certain "put" and "call"          
provisions. Pursuant to a subsequent amendment, Trans Union relinquished        
its right to cause the Company to repurchase the Initial Shares of Common       
Stock, and the Company relinquished its right to call the shares of Common      
Stock. On August 31, 1992, the Company also issued a warrant (the "Warrant")    
to Trans Union to purchase up to 4,000,000 additional shares of Common          
Stock prior to August 31, 2000, at exercise prices ranging from $2.9125 per     
share to $3.5625 per share. In addition, effective October 26, 1994, the        
Company and Trans Union's parent company, Marmon Industrial Corporation         
("MIC"), entered into a stock purchase agreement pursuant to which the          
Company agreed to sell, and MIC agreed to buy, 2,000,000 shares of Common       
Stock from the Company (the "Additional Shares of Common Stock") for $5.98      
per share. The purchase price of the Additional Shares of Common Stock was      
established on August 31, 1994 pursuant to a letter agreement between the       
Company and Trans Union. On May 30, 1997, Trans Union transferred the           
Initial Shares of Common Stock (together with an additional 1,000 shares of     
Common Stock it had previously acquired from Mr. Gambill) to the Pritzker       
Foundation, an Illinois not for profit corporation. Also on that date, MIC      
transferred the Additional Shares of Common Stock to the Pritzker               
Foundation. As a result of such transfers, the Pritzker Foundation owns an      
aggregate of 3,921,000 shares of Common Stock, or approximately 7.5% of the     
Company's issued and outstanding shares of Common Stock.                        

      Upon acquisition of the 4,000,000 shares of Common Stock which
could currently be purchased under the Warrant, Trans Union would               
beneficially own approximately 7.6% of the Company's issued and outstanding     
shares of Common Stock. The amount of stock which may be purchased by Trans     
Union under the Warrant is limited so that the total shares of Common Stock     
acquired under the Warrant and the DCM Agreement may not exceed 10% of the      
Company's then issued and outstanding Common Stock. Based upon the number       
of shares of Common Stock currently issued and outstanding, Trans Union         
would be able to purchase approximately 3,700,000 shares of Common Stock        
under the Warrant. Trans Union retains the right, however, to acquire           
additional shares of Common Stock on the open market, which do not count        

424B2 214th Page of 635 TOC 1st Previous Next ↓Bottom Just 214th
towards the 10% limit under the Warrant. In addition, pursuant to the DCM       
Agreement, Trans Union has preemptive rights whereby it may, under certain      
circumstances, purchase shares of Common Stock in the event the Company         
issues additional shares of Common Stock. Such preemptive rights provide        
Trans Union with the ability to maintain its percentage ownership of Common     
Stock acquired pursuant to the DCM Agreement. Trans Union does not have any     
preemptive rights with respect to the issuance by the Company of shares of      
Common Stock pursuant to the May & Speh merger.                                 

     Pursuant to a letter agreement dated July 27, 1992, which was
executed in connection with the DCM Agreement, the Company agreed to use        
its best efforts to cause one person designated by Trans Union to be            
elected to the Board of Directors. Trans Union designated its CEO and           
President, Harry C. Gambill, who was appointed to fill a vacancy on the         
Board in November 1992 and was elected at the 1993 Annual Meeting of            
Shareholders to serve a three-year term. He was elected to serve a second       
three-year term at the 1996 Annual Meeting. Pursuant to a second letter         
agreement dated August 31, 1994, which was executed in connection with an       
amendment to the DCM Agreement, which continued the term through 2002, the      
Company agreed to amend the letter agreement dated July 27, 1992 and use        
its best efforts to cause two persons designated by Trans Union to be           
elected to the Board of Directors. In addition to Mr. Gambill, Trans Union      
designated Robert A. Pritzker, an executive officer of MIC, who was             
appointed to fill a newly created position on the Board of Directors on         
October 26, 1994. Mr. Pritzker was elected to serve a three-year term at        
the 1995 Annual Meeting of Shareholders and has been nominated for              
re-election to the Board of Directors at the 1998 Annual Meeting of             
Shareholders. These undertakings by the Company are in effect until the         
later of the tenth anniversary of August 31, 1992 or the termination of the     
DCM Agreement, the term of which has been extended to 2005.                     

424B2 215th Page of 635 TOC 1st Previous Next ↓Bottom Just 215th
SIGNATURES    

  Pursuant to the requirements of Section 13 or 15(d) 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.       

                                  ACXIOM CORPORATION

Date: July 29, 1998                       By: /s/ Catherine L. Hughes           
                                          --------------------------
                                       Catherine L. Hughes
                             Secretary

      Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf      
of the registrant and in the capacities and as of the dates indicated.          

Signature                         Title                           Date    

/s/ Robert S. Bloom*          Chief Financial Officer            July 29, 1998
----------------------------   (Principal accounting officer)                   
Robert S. Bloom                                                       

 /s/ Dr. Ann H. Die*          Director                           July 29, 1998
----------------------------                                                    
Dr. Ann H. Die                                                      

 /s/ William T. Dillard II*   Director                           July 29, 1998
----------------------------                                                    
William T. Dillard II                                               

 /s/ Harry C. Gambill*        Director                           July 29, 1998
----------------------------                                                    
Harry C. Gambill                                                    

 /s/ Rodger S. Kline*         Chief Operating Officer,           July 29, 1998
----------------------------   Treasurer and Director                           
Rodger S. Kline          (Principal financial officer)              

 /s/ Charles D. Morgan*       Chairman of the Board an           July 29, 1998
----------------------------   President (Company Leader)                       
Charles D. Morgan        (Principal executive officer)              

 /s/ Robert A. Pritzker*      Director                           July 29, 1998
----------------------------                                                    
Robert A. Pritzker                                                  

 /s/ Walter V. Smiley*        Director                           July 29, 1998
----------------------------                                                    
Walter V. Smiley                                                    

 /s/ James T. Womble*         Division Leader and Director       July 29, 1998
----------------------------                                                    
James T. Womble                                                     

*By: /s/ Catherine L. Hughes                                                    
----------------------------                                            
Catherine L. Hughes                                           
Attorney-in-Fact                                              

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UNITED STATES     
SECURITIES AND EXCHANGE COMMISSION    
Washington, D. C. 20549     

FORM 10-K/A     
(AMENDMENT NO. 2)     

(Mark One)                                                                    

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES          
EXCHANGE ACT OF 1934                                                

For the fiscal year ended March 31, 1998    

OR    

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES      
EXCHANGE ACT OF 1934                                                

For the transition period from __________ to __________.    

Commission file number 0-13163    

ACXIOM CORPORATION    
(Exact name of registrant as specified in its charter)    

DELAWARE                                71-0581897  
(State or other jurisdiction of              (I.R.S. Employer         
incorporation or organization)               Identification No.)      

P.O. BOX 2000, 301 INDUSTRIAL BOULEVARD, CONWAY, ARKANSAS 72033-2000    
        (Address of principal executive offices)      (Zip Code)

(501) 336-1000    
(Registrant's telephone number, including area code)    

Securities registered pursuant to Section 12(b) of the Act: None    

Securities registered pursuant to Section 12(g) of the Act:     

Common Stock, $.10 Par Value    
(Title of Class)    

Preferred Stock Purchase Rights     
(Title of Class)    

Indicate by check mark whether the registrant: (1) has filed all reports      
required to be filed by Section 13 or 15(d) of the Securities Exchange Act    
of 1934 during the preceding 12 months (or for such shorter period that the   
registrant was required to file such reports), and (2) has been subject to    
such filing requirements for the past 90 days.    Yes    X      No _____      

424B2 217th Page of 635 TOC 1st Previous Next ↓Bottom Just 217th
Indicate by check mark if disclosure of delinquent filers pursuant to Item    
405 of Regulation S-K is not contained herein, and will not be contained,     
to the best of registrant's knowledge, in definitive proxy or information     
statements incorporated by reference in Part III of this Form 10-K or any     
amendment to this Form 10-K.  [X]                                             

The aggregate market value of the voting stock held by non-affiliates of      
the registrant, based upon the closing sale price of the registrant's         
Common Stock, $.10 par value per share, as of June 17, 1998 as reported on    
the Nasdaq National Market, was approximately $875,422,220.  (For purposes    
of determination of the above stated amount only, all directors, officers     
and 10% or more shareholders of the registrant are presumed to be             
affiliates.)                                                                  

The number of shares of Common Stock, $.10 par value per share, outstanding   
as of June 17, 1998 was 52,479,289.                                           

 This Amendment No. 2 amends and supplements the Annual Report for the
fiscal year ended March 31, 1998 on Form 10-K, filed with the Securities      
and Exchange Commission (the "Commission") on June 23, 1998 of Acxiom         
Corporation, a Delaware corporation (the "Company"), as amended by            
Amendment No. 1 thereto, filed with the Commission on July 29, 1998 (the      
"Form 10-K").                                                                 

The Form 10-K is hereby amended and supplemented by replacing the   
Independent Auditors' Report attached thereto with the following, which has   
been marked to show changes:                                                  

424B2 218th Page of 635 TOC 1st Previous Next ↓Bottom Just 218th
INDEPENDENT AUDITORS' REPORT    

The Board of Directors                                                        
Acxiom Corporation                                                            

Under date of May 8, 1998, we reported on the consolidated balance sheets     
of Acxiom Corporation and subsidiaries as of March 31, 1998 and 1997, and     
the related consolidated statements of earnings, stockholders' equity and     
cash flows for each of the years in the three-year period ended March 31,     
1998, which are included in the 1998 annual report to shareholders.  These    
consolidated financial statements and our report thereon are incorporated     
by reference in the annual report on Form 10-K for the year ended March 31,   
1998.  In connection with our audits of the aforementioned consolidated       
financial statements, we also audited the related financial statement         
schedule of valuation and qualifying accounts.  This financial statement      
schedule is the responsibility of the Company's management.  Our              
responsibility is to express an opinion on this financial statement           
schedule based on our audits.                                                 

In our opinion, such financial statement schedule, when considered in         
relation to the basic consolidated financial statements taken as a whole,     
presents fairly, in all material respects, the information set forth          
therein.                                                                      

                 /s/ KPMG Peat Marwick LLP

Little Rock, Arkansas                                                         
May 8, 1998                                                                   

424B2 219th Page of 635 TOC 1st Previous Next ↓Bottom Just 219th
SIGNATURES    

Pursuant to the requirements of Section 13 or 15(d) 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.     

                    ACXIOM CORPORATION

Date: August 4, 1998              By:   /s/ Catherine L. Hughes               
                                ------------------------------
                     Catherine L. Hughes
           Secretary

    Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf    
of the registrant and in the capacities and as of the dates indicated.        

Signature                       Title                         Date            

/s/ Robert S. Bloom*         Chief Financial Officer       August 4, 1998   
---------------------       (Principal accounting                           
Robert S. Bloom            officer)                                     

/s/ Dr. Ann H. Die*          Director                      August 4, 1998   
---------------------                                                       
Dr. Ann H. Die                                                          

/s/ William T. Dillard II*   Director                      August 4, 1998   
---------------------                                                       
William T. Dillard II                                                 

/s/ Harry C. Gambill*        Director                      August 4, 1998   
---------------------                                                       
Harry C. Gambill                                                      

/s/ Rodger S. Kline*         Chief Operating Officer,      August 4, 1998   
---------------------        Treasurer and Director                         
Rodger S. Kline           (Principal financial                        
officer)          

/s/ Charles D. Morgan*       Chairman of the Board and     August 4, 1998   
---------------------        President (Company Leader)                     
Charles D. Morgan         (Principal executive                        
officer)          

/s/ Robert A. Pritzker*      Director                      August 4, 1998   
---------------------                                                       
Robert A. Pritzker                                                    

/s/ Walter V. Smiley*        Director                      August 4, 1998   
---------------------                                                       
Walter V. Smiley                                                      

/s/ James T. Womble*         Division Leader and           August 4, 1998   
---------------------        Director                                       
James T. Womble                                                       

*By:  /s/ Catherine L. Hughes                                                 
-----------------------                                           
Catherine L. Hughes                                         
Attorney-in-Fact                                            

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                                                                         Annex D

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 Form 10-Q

(Mark One)                                                                      

[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES     
EXCHANGE ACT OF 1934                                          

For the quarterly period ended June 30, 1998   OR             

[  ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES    
EXCHANGE ACT OF 1934                                          

For the transition period from ----- to -----                 

Commission file number 0-13163                                                  

Acxiom Corporation
(Exact Name of Registrant as Specified in Its Charter)

DELAWARE                             71-0581897             
(State or Other Jurisdiction of             (I.R.S. Employer                    
Incorporation or Organization)              Identification No.)                 

P.O. Box 2000, 301 Industrial Boulevard,                                        
Conway, Arkansas                          72033-2000                  
(Address of Principal Executive Offices)       (Zip Code)                       

(501) 336-1000      
(Registrant's Telephone Number, Including Area Code)

         Indicate  by check  mark  whether  the  registrant:  (1) has  filed all
reports  required to be filed by Section 13 or 15(d) of the Securities  Exchange
Act of 1934 during the preceding 12 months (or for such shorter  period that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.                                       

      Yes X       No

         The  number  of shares of  Common  Stock,  $ 0.10 par value per  share,
outstanding as of August 10, 1998 was 52,548,698.                               

424B2 221st Page of 635 TOC 1st Previous Next ↓Bottom Just 221st
Form 10-Q                                                                       
PART I - FINANCIAL INFORMATION

Item 1. Financial Statements                                                    

Company for which report is filed:                                              

ACXIOM CORPORATION                                                              

The  condensed  consolidated  financial  statements  included  herein  have been
prepared by Registrant,  without audit, pursuant to the rules and regulations of
the  Securities  and  Exchange  Commission.  In the opinion of the  Registrant's
management,  however,  all  adjustments  necessary  for a fair  statement of the
results  for the  periods  included  herein  have been made and the  disclosures
contained herein are adequate to make the information  presented not misleading.
All such adjustments are of a normal recurring nature.                          

424B2 222nd Page of 635 TOC 1st Previous Next ↓Bottom Just 222nd
 Form 10-Q
 ACXIOM CORPORATION AND SUBSIDIARIES
 CONDENSED CONSOLIDATED BALANCE SHEETS
 (Unaudited)
(Dollars in thousands)

                                    June 30,         March 31,
                                  1998              1998
                                   -------           -------
Assets                                                          
Current assets:                                                                 
Cash and cash equivalents                $   8,533             5,675        
Trade accounts receivable, net              97,369            86,360        
Other current assets                        26,900            22,517        
                                   -------           -------
Total current assets                    132,802           114,552     
                                   -------           -------
Property and equipment                       244,633           234,470          
Less - Accumulated depreciation                                             
and amortization                         110,312           103,916      
                                   -------           -------
Property and equipment, net                  134,321           130,554          
                                   -------           -------
Software, net of accumulated                                                    
amortization                                 27,597            24,143         
Excess of cost over fair value of                                               
net assets acquired                          56,677            54,002         
Other assets                                  82,358            71,059          
                                   -------           -------
                                 $ 433,755           394,310
                                   =======           =======
Liabilities and Stockholders' Equity                                
Current liabilities:                                                            
Current installments of long-term debt       3,550             3,979        
Trade accounts payable                      19,659            18,448        
Accrued payroll and related expenses         9,921            14,950        
Other accrued expenses                      15,410            17,492        
Deferred revenue                             8,780            11,197        
Income taxes                                 3,995             2,234        
                                   -------           -------
Total current liabilities                 61,315            68,300      
                                   -------           -------
Long-term debt, excluding current                                               
installments                               137,161            99,917        
Deferred income taxes                         25,965            25,965          
Stockholders' equity:                                                           
Common stock                                 5,328             5,321        
Additional paid-in capital                  70,713            68,977        
Retained earnings                          134,626           127,335        
Foreign currency translation adjustment        750               676        
Treasury stock, at cost                     (2,103)           (2,181)       
                                   -------           -------
Total stockholders' equity                 209,314           200,128        
                                   -------           -------
Commitments and contingencies                433,755           394,310          
                                   =======           =======
See accompanying notes to condensed consolidated financial statements.          

424B2 223rd Page of 635 TOC 1st Previous Next ↓Bottom Just 223rd
Form 10-Q                                                                       
 ACXIOM CORPORATION AND SUBSIDIARIES
 CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
 (Unaudited)
(Dollars in thousands, except per share amounts)

                                    For the Three Months Ended
                                    --------------------------
                                     June 30
                                    --------------------------
                                    1998                1997
                                    -------            -------

Revenue                                     $128,608            100,327         
Operating costs and expenses:                                                   
Salaries and benefits                       50,911             37,979       
Computer, communications and other                                          
equipment                                 17,355             14,929     
Data costs                                  25,260             20,688       
Other operating costs and expenses          22,245             17,097       
                                    -------            -------
Total operating costs and expenses       115,771             90,693     
                                    -------            -------
Income from operations                        12,837              9,634         
                                    -------            -------
Other income (expense):                       (2,210)            (1,534)        
Interest expense                               945                401       
Other, net                                 -------            -------       
                                      (1,265)            (1,133)
                                    -------            -------

Earnings before income taxes                  11,572              8,501         
Income taxes                                   4,281              3,188         
                                    -------            -------

Net earnings                                $  7,291              5,313         
                                    =======            =======
Earnings per share:                                                             

Basic                                  $   0.14               0.10    
                                     ======            =======
Diluted                                $   0.09               0.12    
                                     ======            =======

See accompanying notes to condensed consolidated financial statements.          

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Form 10-Q                                                                       
 ACXIOM CORPORATION AND SUBSIDIARIES
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 (Unaudited)
(Dollars in thousands)

                                            For the Three Months Ended
                                            --------------------------
                                             June 30
                                            --------------------------
                                             1998               1997
                                             ======             ======
Cash flows from operating activities:                                           
Net earnings                               $     7,291              5,313   
Non-cash operating activities:                                              
Depreciation and amortization                 12,802              9,532 
Gain on disposal of assets                       (21)                (3)
Provision for returns and doubtful                                      
accounts                                       1,462                317 
Changes in operating assets and                                         
liabilities:                                                          
Accounts receivable                          (12,500)           (11,446)
  Other assets                                (8,911)            (4,318)

Accounts payable and other                                          
   liabilities                                (6,397)            (2,553)
                                             ------             ------
  Net cash used by operating activities       (6,274)            (3,158)
                                             ------             ------
Cash flows from investing activities:                                         
Disposition of assets                               35                372   
Development of software                       (5,025)            (2,089)
Capital expenditures                         (12,446)           (10,944)
Investments in joint ventures                 (8,034)                 - 
Net cash paid in acquisitions                 (3,378)                 - 
                                             ------             ------
  Net cash used by investing activities      (28,848)           (12,661)
                                             ------             ------
Cash flows from financing activities:                                     
Proceeds from debt                            39,302             14,158 
Payments of debt                              (3,137)            (2,424)
Sale of common stock                           1,821              1,989 
                                             ------             ------
Net cash provided by financing                                      
  activities                                 37,986             13,723
                                             ------             ------
Effect of exchange rate changes                                     
  on cash                                        (6)                 1
                                             ------             ------

Net increase (decrease) in cash and                                 
   cash equivalents                            2,858             (2,095)
Cash and cash equivalents at beginning                                      
  of period                                   5,675              2,721
                                             ------             ------
Cash and cash equivalents at end of period $     8,533                626   
                                             ======             ======

Supplemental cash flow information:                                           
Cash paid during the period for:                                          
 Interest                               $     1,661              1,063
 Income taxes                                 2,520                193
                                             ======             ======

See accompanying notes to condensed consolidated financial statements.          

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Form 10-Q                                                                       
 ACXIOM CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

      Certain  note  information  has been  omitted  because it has not  changed
      significantly  from that  reflected  in Notes 1 through 16 of the Notes to
      Consolidated   Financial  Statements  filed  as  a  part  of  Item  14  of
      Registrant's  1998 Annual Report on Form 10-K as filed with the Securities
      and Exchange  Commission ("SEC") on June 23, 1998, as amended by Amendment
      No. 1 thereto, filed with the SEC on July 29, 1998, and by Amendment No. 2
thereto, filed with the SEC on August 4, 1998.                      

424B2 226th Page of 635 TOC 1st Previous Next ↓Bottom Just 226th
 ACXIOM CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.   Included in other assets are unamortized  conversion costs in the amount of
     $25.7  million  and $25.0  million  at June 30,  1998 and  March 31,  1998,
     respectively.  Noncurrent  receivables  from software  license,  data,  and
     equipment  sales are also  included in other  assets in the amount of $17.9
     million  and  $20.3   million  at  June  30,  1998  and  March  31,   1998,
     respectively.  The current portion of such receivables is included in other
     current  assets in the amount of $10.2  million and $9.5 million as of June
30, 1998 and March 31, 1998, respectively.                            

2. Long-term debt consists of the following (dollars in thousands):             

                                                  June 30,       March 31,
                                                1998            1998

Unsecured revolving credit agreement          $    75,747          36,445 

6.92% Senior notes due March 30, 2007,             30,000          30,000 
payable in annual installments of $4,286                              
commencing March 30, 2001; interest is                                
payable semi-annually                                                 

3.12% Convertible note, interest and               25,000          25,000 
principal due April 30, 1999; partially                               
collateralized by letter of credit;                                   
convertible at maturity into two million                              
shares of common stock                                                

9.75% Senior notes, due May 1, 2000,                4,286           6,429 
payable in annual installments of                                     
$2,143 each May 1; interest is payable                                
semi-annually                                                         

Other                                               5,678           6,022 
                                                 -------         -------
           Total long-term debt                  140,711         103,896

Less current installments                           3,550           3,979 
                                                 -------         -------
Long-term debt, excluding current                                         
installments                                 $   137,161          99,917
                                                 =======         =======

The  convertible  note,  although  due  within the next  year,  continues  to be
classified  as  long-term  debt  because  the Company  intends to use  available
funding  under  the  revolving  credit  agreement  to  refinance  the  note on a
long-term  basis in the event the  holders of the note elect to receive  cash at
maturity.  Currently,  the Company  expects the holders to convert the note into
common stock, which would not require the Company to pay any cash at maturity.  

424B2 227th Page of 635 TOC 1st Previous Next ↓Bottom Just 227th
 ACXIOM CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In connection with the construction of the Company's new  headquarters  building
and a new customer  service facility in Little Rock,  Arkansas,  the Company has
entered  into 50/50  joint  ventures  between  the Company and local real estate
investors.   In  each  case,  the  Company  is  guaranteeing   portions  of  the
construction loans for the buildings.  The aggregate amount of the guarantees at
June 30, 1998 was $1.3 million.                                                 

3.   The Company adopted  Statement of Financial  Accounting  Standards No. 128,
     "Earnings  per  Share,"  during the year ended March 31,  1998.  Below is a
     calculation  and  reconciliation  of the numerator and denominator of basic
  and diluted earnings per share (in thousands, except per share amounts):

                                   For the Quarter Ended
                                    ----------------------------------
                                    June 30, 1998        June 30, 1997
                                    -------------        -------------

Basic earnings per share:                                                       
Numerator (net earnings)             $      7,291                5,313      
                                     ======               ======
Denominator (weighted average                                               
shares outstanding)                       52,430               51,709     
                                     ======               ======

Earnings per share                   $        .14                  .10      
                                     ======               ======

Diluted earnings per share:                                                 
Numerator:                                                                
Net earnings                       $      7,291                5,313    
Interest expense on                                                     
convertible debt (net                                                   
of tax effect)                             111                  111   
                                     ------               ------
                               $      7,402                5,424
                                     ======               ======
Denominator:                                                                
Weighted average shares outstanding       52,430               51,709     
Effect of common stock options             2,908                2,510     
Effect of common stock warrant             3,210                2,974     
Convertible debt                           2,000                2,000     
                                     ------               ------
                                     60,548               59,193
                                     ======               ======

Earnings per share                 $         .12                  .09     
                                     ======               ======

Options to purchase shares of common stock that were outstanding during the     
period but were not  included in the  computation  of diluted  earnings per     
share because the option exercise price was greater than the average market     
price of the common shares are shown below:                                     

424B2 228th Page of 635 TOC 1st Previous Next ↓Bottom Just 228th
                               For the Quarter Ended
                                ------------------------------------
                                June 30, 1998          June 30, 1997
                                -------------          -------------

Number of shares under option                                                   
(in thousands)                                1,278                 1,868     

Range of exercise prices            $   23.55-$48.48       $  15.69-$31.40      
                                  ============          ============

4.   Trade  accounts  receivable  are presented  net of allowances  for doubtful
     accounts, returns, and credits of $4.0 million and $3.3 million at June 30,
1998 and March 31, 1998, respectively.                                

5.   Effective  April 1, 1998, the Company  purchased the  outstanding  stock of
     NormAdress, a French company located in Paris. NormAdress provides database
     and direct marketing  services to its customers.  The purchase price was 20
     million  French  Francs  (approximately  $3.4  million)  in cash and  other
     additional cash consideration of which approximately $900,000 is guaranteed
     and the remainder is based on the future  performance  of  NormAdress.  The
     acquisition was accounted for as a purchase,  and accordingly,  the results
     of operations of NormAdress are included in the consolidated  statements of
     earnings as of the  purchase  date.  The purchase  price  exceeded the fair
     value of net assets acquired by approximately  $3.7 million.  The resulting
     excess  of cost  over net  assets  acquired  is being  amortized  using the
straight-line method over its estimated economic life of 20 years.    

     The pro forma  combined  results of  operations,  assuming the  acquisition
     occurred at the beginning of fiscal 1997, are not materially different than
     the historical  results of operations  reported.  NormAdress had revenue of
     $3.6 million and earnings  before income taxes of $0.6 million for the year
ended December 31, 1997.                                              

6.   On May 26, 1998,  the Company  entered into a merger  agreement  with May &
     Speh, Inc. The merger, which has been approved by the board of directors of
     both  companies,  is intended to be accounted for as a pooling of interests
     and to be a tax-free  reorganization.  Consummation  of the  transaction is
     subject to regulatory approval and stockholder  approval by both companies.
     No  effect  has been  given to the  merger  in the  consolidated  financial
statements.                                                           

7.   The Company adopted  Statement of Financial  Accounting  Standards No. 130,
     "Reporting  Comprehensive  Income," as of April 1, 1998.  Statement No. 130
     establishes standards for reporting and displaying comprehensive income and
     its  components in a financial  statement  that is displayed  with the same
     prominence as other financial  statements.  Statement No. 130 also requires
     the  accumulated  balance  of other  comprehensive  income to be  displayed
     separately in the equity section of the  consolidated  balance  sheet.  The
     accumulated balance of other  comprehensive  income as of June 30, 1998 and
     March  31,  1998  was $0.8  million  and $0.7  million,  respectively.  The
     adoption of this  statement had no impact on net earnings or  stockholders'
     equity.  Comprehensive  income was $7.4  million  and $5.6  million for the
quarters ended June 30, 1998 and 1997, respectively.                  

424B2 229th Page of 635 TOC 1st Previous Next ↓Bottom Just 229th
Form 10-Q                                                                       

Item 2. Management's  Discussion and Analysis of Financial Condition and Results
of Operations                                                   

Results of Operations                                                           

Consolidated  revenue was a record $128.6 million for the quarter ended June 30,
1998,  a 28%  increase  over  the  same  quarter  a year  ago.  Each of the four
operating  divisions  grew in excess of 20%.  These  results do not  include the
results of May & Speh,  Inc.,  since the merger which was announced May 27, 1998
is still awaiting regulatory and shareholder approval.                          

The following  table shows the  Company's  revenue by division for the quarters 
ended June 30, 1998 and 1997 (dollars in millions):                             

                              1998      1997      % Increase
                              -----     -----     ----------
Services Division                 $ 45.8    $ 35.7        +28%        
Alliances Division                  37.9      28.3        +34         
Data Products Division              35.5      29.0        +22         
International Division               9.4       7.3        +29         
                          -----     -----        ---
                          $128.6    $100.3        +28%
                          =====     =====        ===

Services  Division  revenue of $45.8  million  reflects a 28% increase  over the
prior year despite  only 8% growth in Allstate  Insurance  Company  ("Allstate")
revenue and lower revenue than last year from Citibank.  However,  this was more
than offset by strong results from the High Tech, Publishing, Insurance, Retail,
Telecommunications,  and Utilities  business units.  The Services  Division also
benefited  from revenue of $3.7 million in the current  year's  quarter from the
acquisition of Buckley Dement, which was purchased effective October 1, 1997.   

Alliances  Division revenue of $37.9 million increased 34% over the same quarter
a year ago. The Financial  Services group continued its outstanding  growth rate
by more than  doubling  last year's  revenue.  Trans Union,  Polk,  and ADP also
reported  double-digit  revenue  gains.  Guideposts  reported lower revenue as a
result of a software license in the first quarter of the previous year.         

The Data Products  Division revenue grew 22% compared to last year. DMI grew 21%
reflecting  growth in both the  brokerage  business and  SmartBase.  Acxiom Data
Group  (InfoBase)  revenue grew 35% and DataQuick  increased  48%. The quarterly
results for the prior year included $1.8 million of Pro CD retail revenue.  This
business was sold in August of last year.                                       

The  International  Division  revenue of $9.4  million grew 29%  reflecting  50%
growth in data  processing  services,  partly  mitigated  by flat  revenue  from
fulfillment services.                                                           

424B2 230th Page of 635 TOC 1st Previous Next ↓Bottom Just 230th
The Company's  operating  expenses  increased 28% compared to the same quarter a
year ago.  Salaries and benefits grew $12.9 million or 34% which was faster than
the 28% revenue growth as a result of higher  incentive  accruals in the current
quarter. Before incentive accruals,  salaries and benefits grew at approximately
the same rate as revenue,  resulting from acquisitions and increased  headcount.
Computer,  communications  and other  equipment  costs rose $2.4  million or 16%
higher than the first quarter in the prior year. Data costs grew $4.6 million or
22% reflecting the growth in data revenue, primarily from Acxiom Data Group, and
to a lesser  extent,  Allstate.  Other  operating  costs and expenses  grew $5.1
million  or 30%  resulting  from the  higher  sales  volume  and the  impact  of
acquisitions  made in the prior year on travel,  supplies,  facilities,  outside
services, goodwill amortization,  and administrative costs. These increases were
partially  mitigated  by  decreases  due to the  disposal  of the Pro CD  retail
business.                                                                       

Income from  operations  for the quarter ended June 30, 1998 was $12.8  million,
compared to $9.6  million  for the same  quarter a year ago, an increase of 33%.
The operating margin improved from 9.6% to 10.0%.                               

Interest expense increased by $0.7 million compared to the previous year's first
quarter as a result of higher average debt levels,  which was created  primarily
by higher  accounts  receivable  levels and  increased  capital  and  investment
spending.  Other  income  and  expense  for  both  the  current  period  and the
year-earlier  period  consists  primarily  of  interest  income  from  long-term
receivables related to customer contracts.                                      

The  Company's  effective tax rate was 37.0% for the current  quarter,  compared
with 37.5% for the prior year's quarter.  The rate for the full year ended March
31, 1998 was 37.0%.  The  Company  expects the rate for fiscal 1999 to remain in
the  37-39%  range.  This  estimate  is based  on  current  tax law and  current
estimates of earnings, and is subject to change.                                

Net earnings were a record $7.3 million for the quarter, an increase of 37% from
the previous year.  Basic and diluted  earnings per share increased 40% and 33%,
respectively.                                                                   

Capital Resources and Liquidity                                                 

Working capital at June 30, 1998 totaled $71.5 million compared to $46.3 million
at March 31, 1998. At June 30, 1998,  the Company had available  credit lines of
$119.9   million  of  which  $75.7  million  was   outstanding.   The  Company's
debt-to-capital  ratio  (capital  defined as long-term  debt plus  stockholders'
equity) was 40% at June 30, 1998 compared to 33% at March 31, 1998. The increase
in the  ratio is due to the  additional  borrowings  under  the line of  credit,
discussed below.                                                                

Cash used by operating  activities  was $6.3 million for the quarter  ended June
30, 1998  compared  to $3.2  million in the same  period in the  previous  year.
Earnings before  interest,  taxes,  depreciation,  and  amortization  ("EBITDA")
increased by 26% compared to a year ago. The resulting  operating  cash flow was
reduced  by $27.8  million  in the  current  quarter  and $18.3  million  in the
previous  year  due to the net  change  in  operating  assets  and  liabilities,
including increases in accounts receivable for each year. EBITDA is not intended
to represent  cash flows                                                        

424B2 231st Page of 635 TOC 1st Previous Next ↓Bottom Just 231st
for the period,  is not presented as an  alternative  to operating  income as an
indicator of operating  performance,  may not be comparable  to other  similarly
titled measures of other companies, and should not be considered in isolation or
as a  substitute  for  measures  of  performance  prepared  in  accordance  with
generally accepted accounting principles.  However, EBITDA is a relevant measure
of the Company's operations and cash flows and is used internally as a surrogate
measure of cash provided by operating activities.                               

Investing  activities  used $28.8  million in the  quarter  ended June 30,  1998
compared to $12.7 million in the year-earlier  quarter.  Investing activities in
the current period included $12.4 million in capital  expenditures,  compared to
$10.9 million in the previous  year,  and $5.0 million in software  development,
compared  to $2.1  million  in the  previous  year.  Investing  activities  also
included $3.4 million paid in the acquisition of NormAdress,  which is discussed
more fully in note 5 to the consolidated financial statements,  and $8.0 million
invested in joint ventures,  including $4.0 million of additional  investment in
Bigfoot  International,  Inc., an emerging  company that  provides  services and
tools for internet e-mail users,  and $3.1 million  invested in Ceres Integrated
Solutions, a provider of software and analytical services to large retailers.   

Financing  activities in the current period  provided $38.0 million,  consisting
primarily of additional borrowings under the revolving line of credit.          

Construction  has begun on the  Company's  new  headquarters  building and a new
customer service facility in Little Rock, Arkansas.  Both of these buildings are
scheduled to be  completed  and  occupied  before the end of fiscal  1999.  Each
building is being built  pursuant to a 50/50 joint  venture  between the Company
and local real estate investors. The total cost of the headquarters and customer
service projects is expected to be $6.4 million and $9.6 million,  respectively.
The Company  expects other capital  expenditures to total  approximately  $55-65
million in fiscal 1999.                                                         

While the Company does not have any other material  contractual  commitments for
capital  expenditures,   additional   investments  in  facilities  and  computer
equipment  continue to be  necessary to support the growth of the  business.  In
addition,  new outsourcing or facilities management contracts frequently require
substantial  up-front  capital  expenditures  in order  to  acquire  or  replace
existing assets. In some cases, the Company also sells software,  hardware,  and
data to customers under extended payment terms or notes  receivable  collectible
over one to eight years. These  arrangements also require up-front  expenditures
of cash,  which are repaid over the life of the agreement.  Management  believes
that the  combination  of  existing  working  capital,  anticipated  funds to be
generated from future  operations,  and the Company's  available credit lines is
sufficient to meet the Company's  current operating needs as well as to fund the
anticipated  levels of  expenditures.  If  additional  funds are  required,  the
Company  would use existing  credit lines to generate  cash,  followed by either
additional  borrowings to be secured by the Company's  assets or the issuance of
additional equity securities in either public or private  offerings.  Management
believes that the Company has significant unused capacity to raise capital which
could be used to support future growth.                                         

The Company,  like many owners of computer software,  has assessed and is in the
process of modifying,  where needed,  its computer  applications  to ensure they
will function properly in the                                                   

424B2 232nd Page of 635 TOC 1st Previous Next ↓Bottom Just 232nd
year 2000 and beyond.  The  financial  impact to the Company has not been and is
not expected to be material to its  financial  position or results of operations
in any given year. The Company is currently  operating under an internal goal to
ensure all of its  computer  applications  are "year 2000 ready" by December 31,
1998.                                                                           

Other Information                                                               

On May 26, 1998,  the Company  entered into a merger  agreement with May & Speh,
Inc.  May  &  Speh,   headquartered   in  Downers  Grove,   Illinois,   provides
computer-based  information management services with a focus on direct marketing
and information  technology  outsourcing  services.  The merger,  which has been
approved  by the  board  of  directors  of both  companies,  is  intended  to be
accounted  for as a pooling of  interests  and to be a tax-free  reorganization.
Consummation  of  the   transaction  is  subject  to  regulatory   approval  and
stockholder  approval by both companies.  No effect has been given to the merger
in the consolidated financial statements.                                       

The Company has had a long-term  contractual  relationship  with  Allstate.  The
initial  contract  had a  five-year  term  expiring in  September,  1997 and was
extended until  September,  1998. The Company is currently in negotiations  with
Allstate to further extend the relationship.                                    

Certain  statements in this  quarterly  report may  constitute  "forward-looking
statements" within the meaning of the Private  Securities  Litigation Reform Act
of 1995.  These  statements,  which are not  statements of historical  fact, may
contain estimates,  assumptions,  projections and/or expectations  regarding the
Company's financial position,  results of operations,  market position,  product
development,   regulatory  matters,   growth  opportunities  and  growth  rates,
acquisition  and  divestiture  opportunities,  and other  similar  forecasts and
statements of expectation.  Words such as "expects,"  "anticipates,"  "intends,"
"plans," "believes," "seeks," "estimates," and "should," and variations of these
words and similar  expressions,  are intended to identify these  forward-looking
statements.  Such  forward-looking  statements  are  not  guarantees  of  future
performance.  They involve  known and unknown  risks,  uncertainties,  and other
factors which may cause the actual  results,  performance or achievements of the
Company to be  materially  different  from any future  results,  performance  or
achievements   expressed   or  implied  by  such   forward-looking   statements.
Representative  examples  of such  factors are  discussed  in more detail in the
Company's  Annual  Report on Form 10-K and  include,  among  other  things,  the
possible  adoption of  legislation  or industry  regulation  concerning  certain
aspects of the Company's business;  the removal of data sources and/or marketing
lists from the Company;  the ability of the Company to retain  customers who are
not under long-term contracts with the Company; technology challenges; year 2000
software  issues;   the  risk  of  damage  to  the  Company's  data  centers  or
interruptions   in   the   Company's   telecommunications   links;   acquisition
integration; the effects of postal rate increases; and other market factors. See
"Additional Information Regarding  Forward-looking  Statements" in the Company's
Annual Report on Form 10-K.                                                     

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Form 10-Q                                                                       

ACXIOM CORPORATION
PART II - OTHER INFORMATION 

Item 5 - Other Information.                                                     

Shareholder Proposals                                                           

Proposals of shareholders  intended to be presented at the Company's 1999 annual
meeting of shareholders  must be received at the Company's  principal  executive
offices no later than  February  19,  1999,  which is deemed to be a  reasonable
period  of time  prior  to the  Company's  printing  and  mailing  of its  proxy
materials,  in order to be included in the Company's proxy statement and form of
proxy relating to the 1999 annual meeting.                                      

Pursuant to new  amendments to Rule 14a-4(c)  promulgated  under the  Securities
Exchange Act of 1934, as amended, if a shareholder intends to present a proposal
at the 1999 annual  meeting of  shareholders  without  requesting the Company to
include such proposal in the Company's proxy materials,  but does not notify the
Company of such  proposal  on or prior to May 1,  1999,  which is deemed to be a
reasonable period of time prior to the Company's mailing of its proxy materials,
then  management  proxies  would be  allowed to use their  discretionary  voting
authority  to vote on the  proposal  when the  proposal  is raised at the annual
meeting,  even though there is no  discussion  of the proposal in the 1999 proxy
statement.                                                                      

Item 6.  Exhibits and Reports on Form 8-K.                                      

(a)      Exhibits:                                            

27       Financial Data Schedule            

(b)      Reports on Form 8-K.                                 

                  A  report  was  filed  on June 4,  1998,  which  reported  the
proposed merger with May & Speh, Inc.       

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Form 10-Q                                                                       

 ACXIOM CORPORATION AND SUBSIDIARIES

 SIGNATURE

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

                          Acxiom Corporation

Dated:  August 14, 1998                                                         
                                By:  /s/ Robert S. Bloom
                                   ---------------------
                         (Signature)
                             Robert S. Bloom
                                     Chief Financial Officer
                                        (Chief Accounting Officer)

424B2 235th Page of 635 TOC 1st Previous Next ↓Bottom Just 235th
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 Form 10-Q

(Mark One)                                                                      

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934                                                           

For the quarterly period ended September 30, 1998 OR                  

[ ]  TRANSITION  REPORT  PURSUANT  TO SECTION  13 OR 15(d) OF THE  SECURITIES   
EXCHANGE ACT OF 1934                                                  

For the transition period from ----- to -----                         

Commission file number 0-13163                                                  

Acxiom Corporation
(Exact Name of Registrant as Specified in Its Charter)

       DELAWARE                               71-0581897
(State or Other Jurisdiction of                (I.R.S. Employer 
  Incorporation or Organization)               Identification No.)

P.O. Box 2000, 301 Industrial Boulevard,                              
    Conway, Arkansas                            72033-2000
(Address of Principal Executive Offices)              (Zip Code)      

(501) 336-1000
(Registrant's Telephone Number, Including Area Code)

         Indicate  by check  mark  whether  the  registrant:  (1) has  filed all
reports  required to be filed by Section 13 or 15(d) of the Securities  Exchange
Act of 1934 during the preceding 12 months (or for such shorter  period that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.                                       

Yes X          No       

         The  number  of shares of  Common  Stock,  $ 0.10 par value per  share,
outstanding as of November 5, 1998 was 77,620,167.                              

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Form 10-Q                                                                       
PART I - FINANCIAL INFORMATION

Item 1. Financial Statements                                                    

Company for which report is filed:                                              

ACXIOM CORPORATION                                                              

The  condensed  consolidated  financial  statements  included  herein  have been
prepared by Registrant,  without audit, pursuant to the rules and regulations of
the  Securities  and  Exchange  Commission.  In the opinion of the  Registrant's
management,  however,  all  adjustments  necessary  for a fair  statement of the
results  for the  periods  included  herein  have been made and the  disclosures
contained herein are adequate to make the information presented not misleading. 
All such adjustments are of a normal recurring nature.                          

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Form 10-Q                                                                       
 ACXIOM CORPORATION AND SUBSIDIARIES
 CONDENSED CONSOLIDATED BALANCE SHEETS
 (Unaudited)
(Dollars in thousands)

                                        September 30,    March 31,
                                         1998           1998
                                         -------         -------
Assets                                                      
Current assets:                                                                 
Cash and cash equivalents                     $ 11,163         127,304      
Trade accounts receivable, net                 157,198         118,281      
Refundable income taxes                         19,431              98      
Other current assets                            43,003          42,785      
                                         -------         -------
Total current assets                        230,795         288,468   
                                         -------         -------
Property and equipment                           333,943         301,393        
Less - Accumulated depreciation and                                         
amortization                                   151,365         115,709      
                                         -------         -------
Property and equipment, net                      182,578         185,684        
                                         -------         -------
Software, net of accumulated amortization         40,541          37,017        
Excess of cost over fair value of net assets                                    
acquired                                         92,959          73,851       
Other asset                                      108,122          76,819        
                                         -------         -------
                                        $654,995         661,839
                                         =======         =======

Liabilities and Stockholders' Equity                      
Current liabilities:                                                            
Current installments of long-term debt           9,066           9,500      
Trade accounts payable                          25,331          21,946      
Accrued payroll and related expenses            17,216          17,612      
Accrued merger and integration costs            58,936               -      
Other accrued expenses                          16,021          20,867      
Deferred revenue                                 5,521          11,197      
                                         -------         -------
Total current liabilities                    132,091          81,122    
                                         -------         -------
Long-term debt, excluding current installments   218,594         244,257        
Deferred income taxes                             34,056          34,055        
Stockholders' equity:                                                           
Common stock                                     7,822           7,405      
Additional paid-in capital                     136,380         121,129      
Retained earnings                              127,354         177,158      
Foreign currency translation adjustment          1,357             676      
Unearned ESOP compensation                        (594)         (1,782)     
Treasury stock, at cost                         (2,065)         (2,181)     
                                         -------         -------
Total stockholders' equity                     270,254         302,405      
                                         -------         -------
Commitments and contingencies                                                   
                                        $654,995         661,839
                                         =======         =======
See accompanying notes to condensed consolidated financial statements.          

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Form 10-Q                                                                       
 ACXIOM CORPORATION AND SUBSIDIARIES
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 (Unaudited)
(Dollars in thousands, except per share amounts)

                                            For the Three Months Ended
                                            --------------------------
                                            September 30
                                            --------------------------
                                             1998               1997
                                           -------           -------

Revenue                                         $174,358           135,876      
Operating costs and expenses:                                                   
Salaries and benefits                           68,998            48,864    
Computer, communications and other                                          
equipment                                      27,933            22,009   
Data costs                                      27,073            21,589    
Other operating costs and expenses              24,676            23,266    
Special charges                                109,372                 -    
                                           -------           -------
Total operating costs and expenses           258,052           115,728  
                                           -------           -------
Income (loss) from operations                    (83,694)           20,148      
                                           -------           -------
Other income (expense):                                                         
Interest expense                                (4,323)           (2,166)   
Other, net                                       2,367             1,600    
                                           -------           -------
                                             (1,956)             (566)
                                           -------           -------

Earnings (loss) before income taxes              (85,650)           19,582      
Income taxes                                     (24,490)            7,375      
                                           -------           -------
                                         $ (61,160)           12,207
                                           =======           =======
Earnings (loss) per share:                                                      

Basic                                     $   (0.82)             0.17 
                                           =======           =======
Diluted                                   $   (0.82)             0.15 
                                           =======           =======

See accompanying notes to condensed consolidated financial statements.          

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Form 10-Q                                                                       
 ACXIOM CORPORATION AND SUBSIDIARIES
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 (Unaudited)
(Dollars in thousands, except per share amounts)

                                              For the Six Months Ended
                                              ------------------------
                                              September 30
                                              ------------------------
                                               1998             1997
                                              =======          =======

Revenue                                          $ 333,168          259,828     
Operating costs and expenses:                                                   
Salaries and benefits                            130,186           95,577   
Computer, communications and other                                          
equipment                                       52,549           42,628 
Data costs                                        52,562           42,584   
Other operating costs and expenses                52,482           43,976   
Special charges                                  109,372                -   
                                              -------          -------
Total operating costs and expenses             397,151          224,765 
                                              -------          -------
Income (loss) from operations                      (63,983)          35,063     
                                              -------          -------
Other income (expense):                                                         
Interest expense                                   (8,399)          (4,429)   
Other, net                                          4,857            2,429    
                                              -------          -------
                                                (3,542)          (2,000)
                                              -------          -------

Earnings (loss) before income taxes                (67,525)          33,063     
Income taxes                                       (17,721)          12,456     
                                              -------          -------

Net earnings (loss)                              $ (49,804)          20,607     
                                              =======          =======

Earnings (loss) per share:                                                      

Basic                                       $   (0.67)            0.29
                                              =======          =======
Diluted                                     $   (0.67)            0.26
                                              =======          =======
See accompanying notes to condensed consolidated financial statements.          

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Form 10-Q                                                                       
 ACXIOM CORPORATION AND SUBSIDIARIES
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 (Unaudited)
(Dollars in thousands)

                                              For the Six Months Ended
                                              ------------------------
                                              September 30
                                              ------------------------
                                               1998             1997
                                              -------          -------
Cash flows from operating activities:                                           
Net earnings (loss)                            $ (49,804)          20,607   
Non-cash operating activities:                                              
Depreciation and amortization                     30,058           21,781   
Gain on disposal of assets                         (13)            (963)
Provision for returns and doubtful accounts      1,549              520 
Deferred income taxes                               (1)           4,727 
ESOP principal payments                          1,188            1,188 
Non-cash component of special charges          108,117                - 
Changes in operating assets and liabilities:                            
  Accounts receivable                          (37,937)         (14,093)
  Other assets                                 (39,920)         (18,244)
 Accounts payable and other liabilities       (14,600)          16,584
                                              -------          -------
Net cash provided (used) by operating                               
  activities                                   (1,363)          32,107
                                              -------          -------
Cash flows from investing activities:                                     
Disposition of assets                              135           27,898 
Development of software                        (18,843)          (9,176)
Capital expenditures                           (47,187)         (41,164)
Purchases of marketable securities                   -           (5,777)
Sales of marketable securities                   7,761           10,398 
Investments in joint ventures                   (8,145)          (4,853)
Net cash paid in acquisitions                  (22,296)          (1,841)
                                              -------          -------
  Net cash used by investing activities        (88,575)         (24,515)
                                              -------          -------
Cash flows from financing activities:                                     
Proceeds from debt                              40,186           14,158 
Payments of debt                               (82,205)         (28,961)
Sale of common stock                            15,784            5,265 
                                              -------          -------
  Net cash used by financing activities        (26,235)          (9,538)
                                              -------          -------
  Effect of exchange rate changes on cash           32              (28)
                                              -------          -------
  Net decrease in cash and cash equivalents   (116,141)          (1,974)
Cash and cash equivalents at beginning of                                   
period                                          127,304            9,695  
                                              -------          -------
Cash and cash equivalents at end of period     $  11,163            7,721   
                                              =======          =======
Supplemental cash flow information:                                         
Cash paid during the period for:                                          
 Interest                                   $   8,210            4,125
 Income taxes                                   3,502            2,772
                                              =======          =======
See accompanying notes to condensed consolidated financial statements.          

424B2 241st Page of 635 TOC 1st Previous Next ↓Bottom Just 241st
 Form 10-Q
 ACXIOM CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Certain  note   information   has  been  omitted   because  it  has  not  change
significantly  from  that  reflected  in  Notes 1  through  16 of the  Notes  to
Consolidated  Financial  Statements  filed as a part of Item 14 of  Registrant's
1998  Annual  Report  on Form 10-K as filed  with the  Securities  and  Exchange
Commission  ("SEC") on June 23,  1998,  as amended by  Amendment  No. 1 thereto,
filed with the SEC on July 29, 1998, and by Amendment No. 2 thereto,  filed with
the SEC on August 4, 1998.                                                      

424B2 242nd Page of 635 TOC 1st Previous Next ↓Bottom Just 242nd
 ACXIOM CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.   On September 17, 1998, the Company acquired all of the outstanding  capital
     stock of May & Speh,  Inc.  ("May & Speh") by exchanging  .80 shares of the
     Company's  stock  for each  share  of May & Speh  stock.  Accordingly,  the
     Company  exchanged  20,858,923  shares of its  common  stock for all of the
     outstanding  shares  of  capital  stock  of May & Speh.  Additionally,  the
     Company assumed all of the currently  outstanding options granted under May
     & Speh's stock option plans,  with the result that 4,289,202  shares of the
     Company's  common stock became  subject to issuance  upon  exercise of such
     options.  The Company  also assumed May & Speh's  convertible  subordinated
     debt,  which is now  convertible  into  5,783,000  shares of the  Company's
     common stock.  The acquisition was accounted for as a  pooling-of-interests
     and, accordingly, the condensed consolidated financial statements have been
     restated as if the  combining  companies  had been combined for all periods
     presented.  Included in the  statement of  operations  for the period ended
     September 30, 1998 are revenues of $66.6 million and earnings before income
     taxes of $15.1  million for May & Speh for the period from April 1, 1998 to
     September 17, 1998. For the six months ended September 30, 1997, May & Speh
     had revenue of $49.5  million and  earnings  before  income  taxes of $11.2
million.                                                              

     In the quarter  ended  September  30, 1998,  the Company  recorded  special
     charges  totaling $109.4 million related to merger and integration  charges
     associated  with the May & Speh merger and the write down of other impaired
     assets. The charge consisted of approximately  $10.7 million of transaction
     costs to be paid to investment bankers,  accountants,  and attorneys;  $6.8
     million in  associate-related  reserves,  principally  employment  contract
     termination   costs  and  severance   costs;   $40.5  million  in  contract
     termination  costs;  $11.5  million for the write down of  software;  $29.3
     million for the write down of property and equipment;  $7.8 million for the
     write down of goodwill  and other  assets;  and $2.8 million in other write
     downs and  accruals.  Approximately  $100.8  million  of the charge was for
     duplicative assets or costs directly attributable to the May & Speh merger.
     The  remaining  $8.6 million  related to other  impaired  assets which were
     impaired during the quarter, primarily $5.7 million related to goodwill and
     shut-down costs associated with the closing of certain  business  locations
     in New Jersey,  Malaysia,  and the  Netherlands,  which occurred during the
quarter.                                                              

     The following  table shows the balances  which were accrued as of September
30, 1998 (dollars in thousands):                                      

    Transaction costs                           $9,163
    Associate-related reserves                   6,783
    Contract termination costs                  40,500
    Other accruals                               2,490
                                                ------
                                               $58,936
                                                ======

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     The   Company   expects   that   most   of  the   transaction   costs   and
     associate-related  reserves  will be paid in cash  during the next three to
     six months.  The contract  termination costs will be paid out over the next
     18 months.  The other accruals will be paid out over periods  ranging up to
five years.                                                           

     The  Company  is  still   negotiating  with  certain  software  vendors  to
     consolidate  systems software  contracts and as a result may incur up to an
     additional $10 million in termination costs. Such negotiations are expected
     to be finalized in the next fiscal  quarter and the impact will be recorded
at that time.                                                         

     Effective  April 1, 1998, the Company  purchased the  outstanding  stock of
     NormAdress, a French company located in Paris. NormAdress provides database
     and direct marketing  services to its customers.  The purchase price was 20
     million  French  Francs  (approximately  $3.4  million)  in cash and  other
     additional cash consideration of which approximately $900,000 is guaranteed
     and the remainder is based on the future  performance  of  NormAdress.  The
     acquisition was accounted for as a purchase and,  accordingly,  the results
     of  operations of  NormAdress  are included in the  condensed  consolidated
     statements  of  operations  as of the purchase  date.  The  purchase  price
     exceeded  the fair  value of net  assets  acquired  by  approximately  $4.1
     million.  The  resulting  excess of cost over net assets  acquired is being
     amortized using the straight-line  method over its estimated  economic life
     of 20 years.  The pro forma combined  results of  operations,  assuming the
     acquisition  occurred at the  beginning of the periods  presented,  are not
  materially different from the historical results of operations reported.

     Effective May 1, 1998, May & Speh acquired  substantially all of the assets
     of SIGMA Marketing Group, Inc. ("Sigma"), a full-service database marketing
     company  headquartered  in  Rochester,  New  York.  Under  the terms of the
     agreement,  May & Speh paid $15 million at closing for substantially all of
     Sigma's  assets,  and will pay the  former  owners up to an  additional  $6
     million,  the  substantial  portion  of  which  is  contingent  on  certain
     operating  objectives  being met.  Sigma's  former  owners were also issued
     warrants to acquire 276,800 shares of the Company's common stock at a price
of $17.50 per share in connection with the transaction.               

     Sigma's  results of operations  are included in the Company's  consolidated
     results of operations beginning May 1, 1998. This acquisition was accounted
     for as a purchase.  The pro forma effect of the acquisition is not material
to the Company's results of operations for the periods reported.      

     On October 1, 1998,  the Company  announced  the  execution  of a letter of
     intent to acquire Computer Graphics of Arizona,  Inc. ("Computer Graphics")
     and all of its affiliated companies in a stock-for-stock merger. The merger
     is expected to be completed prior to the Company's fiscal year end, subject
     to the completion of the Company's due diligence  review and subject to the
     absence of any  material  adverse  changes in Computer  Graphics'  business
     prior  to  closing.   Computer   Graphics,   a  privately  held  enterprise
     headquartered in Phoenix, Arizona, is a computer service bureau principally
serving financial services direct marketers.                          

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2.   Included in other assets are unamortized  conversion costs in the amount of
     $29.3  million and $30.9  million at September 30, 1998 and March 31, 1998,
     respectively.  Noncurrent  receivables  from software  license,  data,  and
     equipment  sales are also  included in other  assets in the amount of $16.2
     million  and $20.3  million  at  September  30,  1998 and  March 31,  1998,
     respectively.  The current portion of such receivables is included in other
     current  assets  in the  amount of $10.5  million  and $9.5  million  as of
September 30, 1998 and March 31, 1998, respectively.                  

3. Long-term debt consists of the following (dollars in thousands):             

                                                     September 30,     March 31,
                                                      1998            1998

    5.25% convertible subordinated notes              $ 115,000        115,000
due 2003;convertible at the option of                                 
the holder into shares of common stock at                             
a  conversion  price of $19.89 per share;                             
redeemable  at the option of the Company at                           
any time after April 3, 2001                                          

    Unsecured revolving credit agreement                      -         36,445

    6.92% Senior notes due March 30, 2007, payable        30,000        30,000
in annual installments of $4,286 commencing                           
March 30, 2001; interest is payable semi-annually                     

    3.12% Convertible note, interest and principal        25,000        25,000
due April 30, 1999; partially collateralized by                       
letter of credit; convertible at maturity into                        
two million shares of common stock                                    

    Capital leases on land, buildings and equipment       21,908        22,507
payable in monthly payments of $357 of principal                      
and interest; remaining terms of from five to                         
twenty years; interest rates at approximately 8%                      

    8.5% unsecured term loan; quarterly principal          8,600         9,000
payments of $200 plus interest with the balance                       
due in 2005                                                           

    9.75% Senior notes, due May 1, 2000, payable in        4,286         6,429
annual installments of $2,143 each May 1;                             
interest is payable semi-annually                                     

    Other capital leases, debt and long-term              22,866         9,376
    liabilities                                          -------       -------

               Total long-term debt                      227,660       253,757

               Less current installments                   9,066         9,500
                                                         -------       -------
Long-term debt, excluding                       
                current installments                   $ 218,594       244,257
                                                         =======       =======

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The 3.12% convertible note,  although due within the next year,  continues to be
classified  as  long-term  debt  because  the Company  intends to use  available
funding  under  the  revolving  credit  agreement  to  refinance  the  note on a
long-term  basis in the event the holder of the note  elects to receive  cash at
maturity.  Currently,  the  Company  expects the holder to convert the note into
common stock, which would not require the Company to pay any cash at maturity.  

The holder of the 8.5% term loan, which was made to May & Speh, has the right to
demand  payment due to a change in control.  The lender has not  exercised  that
right, and the Company  presently intends to renegotiate the loan on a long-term
basis.  If the lender does demand  repayment,  the Company will pay off the loan
with available funds from the unsecured  revolving credit agreement.  Therefore,
the Company continues to classify the term loan as long-term.                   

Also as a result of the merger  with May & Speh,  the  Company  was  required to
offer to repurchase the 5.25% convertible  subordinated notes at face value. The
Company  does not expect the  holders to accept the offer,  as the face value of
the notes is less than the value of the shares into which they are  convertible.
Accordingly, these notes continue to be classified as long-term.                

At September 30, 1998, due to the merger with May & Speh and the special charges
booked during the quarter,  the Company was in violation of certain  restrictive
covenants under the unsecured  revolving  credit  agreement and the 9.75% senior
notes.  The violations of the revolving credit agreement have been waived by the
lender.  The  violations  under the senior notes are expected to be waived also,
although the Company has not yet received the waiver. In the event the waiver is
not received,  the Company could pay off the loan with available funds under the
revolving  credit  agreement,  and as a result this loan is still  classified as
long-term.                                                                      

In connection with the construction of the Company's new  headquarters  building
and a new customer  service facility in Little Rock,  Arkansas,  the Company has
entered  into 50/50  joint  ventures  between  the Company and local real estate
developers.   In  each  case,  the  Company  is  guaranteeing  portions  of  the
construction loans for the buildings.  The aggregate amount of the guarantees at
September 30, 1998 was $4.2 million. The total cost of the two building projects
is expected to be approximately $19.5 million.                                  

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4.   The Company adopted  Statement of Financial  Accounting  Standards No. 128,
     "Earnings  per  Share,"  during the year ended March 31,  1998.  Below is a
     calculation  and  reconciliation  of the numerator and denominator of basic
     and diluted  earnings  (loss) per share  (dollars in thousands,  except per
share amounts):                                                       

                          For the Quarter Ended     For the Six Months Ended
                          ---------------------     ------------------------
                         September   September       September   September
                        30          30              30          30
                         ---------   ---------       ---------   ---------
                         1998         1997           1998         1997
                         ------       ------         ------       ------
Basic earnings (loss)                                                           
per share:                                                                    
Numerator - net                                                             
earnings (loss)        $(61,160)        12,207      (49,804)        20,607
                         ======         ======       ======         ======

Denominator (weighted                                                           
average shares                                                                
outstanding)               74,713         72,096       73,998         71,914  
                         ======         ======       ======         ======

Earnings (loss)                                                                 
per share                $   (.82)           .17         (.67)           .29  
                         ======          =====       ======         ======

Diluted earnings (loss)                                                         
per share:                                                                  
Numerator:                                                                    
Net earnings (loss)      $(61,160)        12,207      (49,804)       20,607 
Interest expense on                                                         
convertible debt (net                                                     
of tax effect)                 -            111            -           222
                          ------         ------       ------        ------
                        $(61,160)        12,318      (49,804)       20,829
                          ======         ======       ======        ======
Denominator:                                                                    
Weighted average shares                                                     
out-standing              74,713         72,096       73,998        71,914

Effect of common stock                                                        
option and warrants             -          6,785            -         6,556 

Convertible debt                 -          2,000            -         2,000  
                          ------         ------       ------        ------
                          74,713         80,881       73,998        80,470
                          ======         ======       ======        ======

Earnings (loss) per share  $   (.82)           .15         (.67)          .26   
                          ======         ======       ======        ======

All potentially  dilutive  securities were excluded from the above  calculations
for the quarter  and six months  ended  September  30,  1998  because  they were
antidilutive  in accordance  with  Statement  No. 128.  Common stock options and
warrants  which were excluded  were  6,743,000 and 6,939,000 for the quarter and
six months, respectively. Potentially dilutive shares related to the convertible
debt which were  excluded  were  7,783,000  for both the quarter and six months.
Also,  interest  expense  on the  convertible  debt (net of income  tax  effect)
excluded in  computing  diluted  earnings  (loss) per share was  $1,057,000  and
$2,125,000 for the quarter and six months, respectively.                        

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Options to  purchase  shares of common  stock that were  outstanding  during the
quarter and six months  ended  September  30, 1997 but were not  included in the
computation of diluted  earnings per share because the option exercise price was
greater than the average market price of the common shares are shown below:     

                             For the Quarter Ended      For the Six Months Ended
                             ---------------------      ------------------------
                           September 30, 1997           September 30, 1997
                             ---------------------      ------------------------

Number of shares under               1,287                       1,663          
option (in thousands)                                                           

Range                          $19.84 - $34.75              $15.70 - $34.75     
                           ==============               ==============

5.   Trade  accounts  receivable  are presented  net of allowances  for doubtful
     accounts,  returns,  and  credits  of $4.1  million  and  $3.6  million  at
September 30, 1998 and March 31, 1998, respectively.                  

6.   The Company adopted  Statement of Financial  Accounting  Standards No. 130,
     "Reporting  Comprehensive  Income," as of April 1, 1998.  Statement No. 130
     establishes standards for reporting and displaying comprehensive income and
     its  components in a financial  statement  that is displayed  with the same
     prominence as other financial  statements.  Statement No. 130 also requires
     the  accumulated  balance  of other  comprehensive  income to be  displayed
     separately in the equity section of the  consolidated  balance  sheet.  The
     accumulated balance of other comprehensive income, which consists solely of
     foreign currency translation adjustment, as of September 30, 1998 and March
     31, 1998 was $1.4 million and $0.7 million,  respectively.  The adoption of
     this  statement  had no  impact  on  operations  or  stockholders'  equity.
     Comprehensive  loss was $60.6 million for the quarter  ended  September 30,
     1998 and  comprehensive  income was $11.6  million  for the  quarter  ended
     September 30, 1997. Comprehensive loss was $49.1 million for the six months
     ended September 30, 1998 and comprehensive income was $20.3 million for the
six months ended September 30, 1997.                                  

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Form 10-Q                                                                       

Item 2. Management's  Discussion and Analysis of Financial Condition and Results
of Operations                                                   

On May 26, 1998,  the Company  entered into a merger  agreement with May & Speh,
Inc.  ("May & Speh").  May & Speh,  headquartered  in Downers  Grove,  Illinois,
provides  computer-based  information management services with a focus on direct
marketing and information technology outsourcing services. The merger, which was
completed September 17, 1998, has been accounted for as a  pooling-of-interests.
Accordingly,  the condensed consolidated financial statements have been restated
as if the combining  companies had been combined for all periods presented.  See
note 1 to the condensed  consolidated  financial  statements for a more detailed
discussion of the merger transaction.                                           

Results of Operations                                                           

Consolidated revenue was a record $174.4 million for the quarter ended September
30, 1998, a 28% increase over the same quarter a year ago. Each of the Company's
operating  divisions  showed strong growth over the previous  year.  For the six
months ended September 30, 1998, revenue was $333.2 million,  an increase of 28%
over revenue of $259.8 million for the same period a year ago.                  

The  following  table shows the  Company's  revenue by division for the quarters
ended September 30, 1998 and 1997 (dollars in millions):                        

                     1998              1997       % Increase
                     ----              ----       ----------
Services                 $ 46.9            $ 34.5          +36%         
Alliances                  43.4              34.0          +28          
Data Products              37.8              33.7          +12          
May & Speh                 36.4              25.9          +41          
International               9.9               7.8          +27          
                -----             -----          ---
                $174.4            $135.9          +28%
                =====             =====          ===

Services  Division  revenue of $46.9  million  reflects a 36% increase  over the
prior  year  despite  only 7% growth in the  contract  with  Allstate  Insurance
Company ("Allstate").  However, this was more than offset by strong results from
the Citibank, High Tech, Publishing, Insurance, Retail, Telecommunications,  and
Utilities  business units. The Services  Division also benefited from revenue of
$3.8 million in the current year's quarter related to the acquisition of Buckley
Dement, which was purchased effective October 1, 1997.                          

Alliances  Division revenue of $43.4 million increased 28% over the same quarter
a year ago.  The  Financial  Services  group  continued  to post  strong  gains,
increasing 28% over the same period a year ago. The Strategic Alliances business
unit was up 76% over the prior year  primarily  due to a server sale included in
the quarter. The Trans Union, Polk, and ADP business units also reported revenue
gains of 30%, 24%, and 7%, respectively.                                        

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Data Products  Division revenue grew 12% compared to last year.  Included in the
prior year results was the impact of the Pro CD retail  business for part of the
quarter  plus the impact of the  consumer  file  license  sold to infoUSA,  Inc.
(formerly American Business Information, Inc.) as part of the sale of the Pro CD
retail business in August of last year.  Excluding the effect of these two items
from the year-earlier results, the Data Products Division posted a 30% gain over
the same quarter last year. DMI grew 23%, DataQuick grew 22% and the Acxiom Data
Group (InfoBase)including results from the Acxiom Data Network(SM) reflected 49%
growth after adjusting for the Pro CD items noted above.                        

The  May &  Speh  Division  reported  $36.4  million  revenue  for  the  quarter
reflecting a 41% increase  over the same quarter a year ago. May & Speh's direct
marketing  services  increased  17% while their  outsourcing  services grew 81%,
including  the impact of the recently  signed  outsourcing  contract  with Waste
Management, Inc.                                                                

The   International   Division  revenue  of  $9.9  million  grew  27%  over  the
year-earlier  period reflecting 58% growth in data warehouse and list processing
services, partly mitigated by slightly lower revenue from fulfillment services. 

For the six months ended September 30, 1998,  Services  Division  revenue was up
32% versus the prior year, Alliances Division was up 31%, Data Products Division
was up 17%, May & Speh was up 35%, and the International Division was up 28%.   

The Company's  operating  expenses for the quarter  included  $109.4 million for
special charges,  which are merger and integration  charges  associated with the
May & Speh  merger  and the write down of other  impaired  assets.  The  charges
consisted of approximately  $10.7 million of transaction  costs, $6.8 million in
associate-related  reserves,  $40.5 million in contract termination costs, $11.5
million  for the write down of  software,  $29.3  million  for the write down of
property  and  equipment,  $7.8 million for the write down of goodwill and other
assets,  and  $2.8  million  in  other  accruals.  See  note 1 to the  condensed
consolidated  financial  statements  for further  information  about the special
charges.                                                                        

Salaries and  benefits for the quarter grew $20.1  million or 41% over the prior
year's second quarter,  primarily as a result of increased  headcount to support
growth,  including the hiring of  approximately  75 new associates under the new
Waste Management  outsourcing contract.  The remainder of the increase is due to
higher  incentive  accruals  and the  effect  of the Sigma  and  Buckley  Dement
acquisitions. For the six months ended September 30, 1998, salaries and benefits
increased 36%.  Computer,  communications  and other  equipment  costs rose $5.9
million or 27%  higher  than the second  quarter in the prior  year,  reflecting
higher  software  costs and the  impact  of  capital  expenditures.  For the six
months,  computer,  communications  and other  equipment costs were up 23%. Data
costs grew $5.4 million or 25% over the prior year reflecting the growth in data
revenue,  combined  with the impact of  migrating  to fixed  cost data  provider
contracts,  higher  compilation  costs at  DataQuick  due to the  high  level of
refinancing,  and costs associated with incremental sources of data. For the six
month period,  data costs increased 23%. Other operating costs and expenses grew
$1.4 million or 6% from the year-earlier  period.  Increases in these costs were
offset by costs  associated with a server sale in the year-                     

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earlier  period.  For the six months  ended  September  30, 1998 the increase in
other operating costs and expenses was 19%.                                     

Due to the special charges,  the Company recorded a loss from operations for the
quarter of $83.7 million, compared to income from operations of $20.1 million in
the  second  quarter of the prior  year.  Excluding  the  impact of the  special
charges,  income from operations  would have been $25.7 million for the quarter,
an  increase of 27% over the same  period a year ago.  For the six  months,  the
Company recorded a loss from operations of $64.0 million compared to income from
operations  of $35.1 million for the prior year.  Again  excluding the impact of
the special charges,  income from operations  would have been $45.4 million,  an
increase of 29% over the same period a year ago.                                

Interest  expense  increased  by $2.2 million  compared to the  previous  year's
second  quarter as a result of higher  average debt levels.  Approximately  $1.5
million of the  increase is due to the issuance of                              

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the 5.25%  convertible  debt,  which was issued by May & Speh in March 1998. For
the six  months,  interest  expense was up $4.0  million,  and again most of the
increase was due to the convertible  debt. Other income and expense for both the
quarter and six months  consists  primarily  of interest  income from  long-term
receivables  related to customer contracts and investment income earned by May &
Speh on cash balances and marketable securities prior to the merger.            

The Company's effective tax rate, before special charges, was 37.4% for both the
quarter and the six month period, compared to 37.7% for both time periods in the
prior  year.  Portions  of the special  charges  may not be  deductible  for tax
purposes and therefore the tax benefit  recorded on the special charges was only
30.5%.  Combining  both the normal tax accrual with the estimated tax benefit of
the  special  charges  results in a 28.6% tax rate for the second  quarter and a
26.2% rate for the six months ended September 30, 1998. The Company continues to
expect the  normal  rate for fiscal  1999 to remain in the  37-39%  range.  This
estimate is based on current tax law and current  estimates of earnings,  and is
subject to change.                                                              

The  Company  recorded a net loss of $61.2  million  for the  quarter  and $49.8
million for the six months,  compared to net  earnings of $12.2  million for the
quarter and $20.6  million  for the six months in the  previous  year.  Loss per
share on both a basic and diluted  basis were $.82 and $.67 for both the quarter
and six  months,  respectively.  Excluding  the impact of the  special  charges,
earnings  per share would have been $.20 basic and $.18  diluted for the quarter
and $.35 basic and $.32 diluted for the six month period.                       

Capital Resources and Liquidity                                                 

Working  capital at September 30, 1998 totaled $98.7 million  compared to $207.3
million at March 31, 1998. The balance at March 31, 1998 included $109.8 million
in cash and cash  equivalents  at May & Speh as a result of the  issuance of the
$115 million  convertible debt. Since the merger, the Company has used available
cash to pay down debt. At September 30, 1998,  the Company had available  credit
lines  of  $119.9  million  of  which  none  was   outstanding.   The           

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Company's   debt-to-capital  ratio  (capital  defined  as  long-term  debt  plus
stockholders'  equity)  was 45% at  September  30,  1998.  Included  in the debt
component of this  calculation  is $140 million of  convertible  debt,  which if
excluded from the debt for the purposes of this calculation  would reflect a 23%
debt-to-capital ratio.                                                          

Cash used by  operating  activities  was $1.4  million for the six months  ended
September 30, 1998  compared to cash  provided by operating  activities of $32.1
million in the same  period in the  previous  year.  Earnings  before  interest,
taxes, depreciation, and amortization ("EBITDA"),  excluding the non-cash impact
of the special charges recorded in the second quarter, increased by 33% compared
to a year ago. The resulting operating cash flow was reduced by $92.5 million in
the current year and $15.8 million in the previous year due to the net change in
operating assets and liabilities, including increases in accounts receivable for
each year. EBITDA is not intended to represent cash flows for the period, is not
presented as an  alternative  to  operating  income as an indicator of operating
performance,  may not be comparable to other similarly  titled measures of other
companies,  and should not be  considered  in isolation  or as a substitute  for
measures  of  performance   prepared  in  accordance  with  generally   accepted
accounting  principles.  However,  EBITDA is a relevant measure of the Company's
operations and cash flows and is used internally as a surrogate  measure of cash
provided by operating activities.                                               

Investing  activities  used $88.6 million in the six months ended  September 30,
1998 compared to $24.5 million in the year-earlier period.  Investing activities
in the current period included $47.2 million in capital  expenditures,  compared
to  $41.2  million  in  the  previous   year,  and  $18.8  million  in  software
development, compared to $9.2 million in the previous year. Investing activities
also included  $22.3 million paid in the  acquisitions  of NormAdress and Sigma,
and  additional  earn-out  payments made for  acquisitions  recorded in previous
years. The acquisitions of NormAdress and Sigma are discussed more fully in note
1 to the condensed consolidated financial statements.  Investing activities also
included  $8.1 million  invested in joint  ventures,  including  $4.0 million of
additional  investment in Bigfoot  International,  Inc., an emerging  technology
company that provides  services and tools for internet  e-mail  users,  and $3.2
million  invested in Ceres  Integrated  Solutions,  a provider  of software  and
analytical services to large retailers. Investing activities in the current year
also include the proceeds of sales of marketable securities, which were owned by
May and Speh prior to the merger with the Company.                              

Financing  activities  in the  current  period  used $26.2  million,  consisting
primarily  of the net  repayment  of debt  under the  revolving  line of credit.
Financing  activities  also included $15.8 million in sales of stock,  including
$12.2 million  received  from Trans Union  Corporation  ("Trans  Union") for the
purchase of 4 million  shares of stock under a warrant which was issued to Trans
Union in 1992 in conjunction with the data center  management  agreement between
Trans Union and the Company.                                                    

Construction  has begun on the  Company's  new  headquarters  building and a new
customer service facility in Little Rock, Arkansas.  Both of these buildings are
scheduled to be  completed  and  occupied  before the end of fiscal  1999.  Each
building is being built  pursuant to a 50/50 joint  venture  between the Company
and local  real  estate  developers.  The  total  cost of the  headquarters  and
customer service projects is expected to be approximately $7.5 million and $12.0
million,                                                                        

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respectively.   The  Company   expects  other  capital   expenditures  to  total
approximately $85-90 million in fiscal 1999.                                    

While the Company does not have any other material  contractual  commitments for
capital  expenditures,   additional   investments  in  facilities  and  computer
equipment  continue to be  necessary to support the growth of the  business.  In
addition,  new outsourcing or facilities management contracts frequently require
substantial  up-front  capital  expenditures  in order  to  acquire  or  replace
existing assets. In some cases, the Company also sells software,  hardware,  and
data to customers under extended payment terms or notes  receivable  collectible
over one to eight years. These  arrangements also require up-front  expenditures
of cash,  which are repaid over the life of the agreement.  Management  believes
that the  combination  of  existing  working  capital,  anticipated  funds to be
generated from future  operations,  and the Company's  available credit lines is
sufficient to meet the Company's  current operating needs as well as to fund the
anticipated  levels of  expenditures.  If  additional  funds are  required,  the
Company  would use existing  credit lines to generate  cash,  followed by either
additional  borrowings to be secured by the Company's  assets or the issuance of
additional equity securities in either public or private  offerings.  Management
believes that the Company has significant unused capacity to raise capital which
could be used to support future growth.                                         

Year 2000                                                                       

Many computer systems ("IT Systems') and equipment and instruments with embedded
microprocessors  ("non-IT systems") were designed to only recognize the last two
digits of a calendar year. With the arrival of the Year 2000,  these systems and
microprocessors  may  encounter  operating  problems  due to their  inability to
distinguish years after 1999 from years preceding 1999. This could manifest in a
system failure or miscalculations  causing disruption of operations,  including,
among other things, a temporary inability to process or transmit data, or engage
in normal  business  activities.  As a result,  the  Company  is  engaged  in an
extensive  project to  remediate  or replace its  date-sensitive  IT systems and
non-IT systems.                                                                 

The  following  discussion  of the  implications  of the Year 2000 issue for the
Company  contains  numerous  forward-looking   statements  based  on  inherently
uncertain information.  The information presented is based on the Company's best
estimates,  which  were  derived  utilizing  a number of  assumptions  of future
events, including the continued availability of internal and external resources,
third party modifications, and other factors. However, there can be no guarantee
that these estimates will be achieved and actual results could differ.  Although
the Company  believes  it will be able to make the  necessary  modifications  in
advance,  there can be no guarantee that failure to correctly modify the systems
would not have a material adverse effect on the Company.                        

Since 1996 the  Company  has been  engaged in an  enterprise-wide  effort  ("the
Project")  to address  the risks  associated  with the Year 2000  problem,  both
internal and external.  Under the Project, the Company has established a project
office comprised of representatives  from each of the operating divisions of the
Company. A Company readiness champion and project leader are responsible for the
readiness  process  which  includes  deliverables  such as plans,  reviews,  and

424B2 254th Page of 635 TOC 1st Previous Next ↓Bottom Just 254th
appropriate sign offs by the appropriate business unit leaders and the Company's
Year 2000  leadership.  The Project also includes the  dissemination of internal
communications and status reports on a regular basis to senior leadership.      

The Company believes that it has identified and evaluated its internal Year 2000
issues and that  sufficient  resources  are being  devoted to  renovating IT and
non-IT  systems that are not already "Year 2000 ready." The Company is operating
on an internal  deadline of December 31, 1998, and expects any residual activity
to  conclude  before  March 31,  1999.  This will allow the  Company to focus on
additional  testing  efforts and integration of the Year 2000 programs of recent
acquisitions during the remainder of 1999.                                      

The Project involves four phases:  (1) planning;  (2) remediation;  (3) testing;
and (4)  certification.  The  planning  phase  involves  developing  a  detailed
inventory  of  applications  and  systems,  identifying  the scope of  necessary
remediation  to each  application  or  system,  and  establishing  a  conversion
schedule.  During the remediation  phase,  source codes are actually  converted,
date fields are expanded or  windowed,  and the  remediated  system is tested to
ensure it is functionally the same as the existing  production  version.  In the
testing  phase,  test data is prepared  and the  application  is tested  using a
variety of Year 2000 scenarios.  The certification phase validates that a system
can run  successfully in a Year 2000  environment and appropriate  internal sign
offs have been obtained.                                                        

The following chart indicates the estimated state of completion,  as well as the
planned date of completion of each phase of the project. It is important to note
that each project must  complete  the previous  phase before  moving to the next
phase.                                                                          

         Current          Planned              Planned
          October          December             December
         1998              1998                 1999
          -------          --------             --------
Planning             90%              100%                 100%           
Remediation          70%               90%                 100%           
Testing              60%               80%                 100%           
Certification        20%               75%                 100%           

With regard to the Company's operational platforms (hardware,  operating systems
and  vendor  software)  in the  Company's  primary  data  center  located at the
headquarters location,  mainframes are currently 95% Year 2000 ready and servers
are 89% Year 2000 ready.                                                        

The financial  impact of the Year 2000 Project to the Company has not been,  and
is not  expected  to be,  material  to its  financial  position  or  results  of
operations in any given fiscal year. The costs to date  associated with the Year
2000 effort primarily  represent a reallocation of existing  Company  resources.
Because  of the  range of  possible  issues  and the large  number of  variables
involved  (including  the Year 2000  readiness of any  entities  acquired by the
Company), it is impossible to accurately quantify the potential cost of problems
if the Company's  remediation  efforts or the efforts of those with whom it does
business  are not  successful.  Such costs and any                              

424B2 255th Page of 635 TOC 1st Previous Next ↓Bottom Just 255th
failure of such remediation  efforts could result in a loss of business,  damage
to the Company's reputation, and legal liability.                               

The Company currently  believes that with modifications to existing software and
conversions  to new  software,  the Year 2000 issues can be  mitigated.  But the
systems of vendors on which the Company's systems rely may not be converted in a
timely fashion,  or a vendor or customer may fail to convert its software or may
implement a conversion that is incompatible  with the Company's  systems,  which
could have a material adverse impact on the Company.                            

In order to assess the readiness  status of the Company's  vendors,  the Company
has contacted each vendor, via written and/or telephone inquiries, regarding its
Year 2000 status and has set up an internal  database of this  information.  The
Company is in the process of obtaining written commitments from each vendor that
the  products  supplied to the Company are or will be (by a date  certain)  Year
2000 ready. As of October 31, 1998, the Company had received responses to 78% of
its inquiries.  The Company is also relying on representations made or contained
in its vendors' web sites.  The Company has also identified and is communicating
with customers to determine if such customers have an effective plan in place to
address  their Year 2000 issues,  and to determine  the extent of the  Company's
vulnerability  to the failure of such customers to remediate their own Year 2000
issues.                                                                         

The Company  believes  that the most likely risks of serious Year 2000  business
disruptions are external in nature,  such as disruptions in  telecommunications,
electric,  or transportation  services.  In addition,  the Company places a high
degree of reliance on computer  systems of third parties,  such as customers and
computer hardware and software suppliers.  Although the Company is assessing the
readiness of these third parties and preparing  contingency  plans, there can be
no guarantee  that the failure of these third parties to modify their systems in
advance of  December  31, 1999 would not have a material  adverse  effect on the
Company.  Of all the external  risks,  the Company  believes the most reasonably
likely worst case  scenario  would be a business  disruption  resulting  from an
extended and/or extensive communications failure.                               

In an effort to reduce  the risks  associated  with the Year 2000  problem,  the
Company  has  established  and is  currently  continuing  to  develop  Year 2000
contingency  plans that build upon existing  disaster  recovery and  contingency
plans.  Examples of the Company's existing contingency plans include alternative
power supplies and communication  lines.  Contingency planning for possible Year
2000 disruptions will continue to be defined, improved and implemented.         

Notwithstanding  any contingency  plan of the Company,  the failure to correct a
material Year 2000 problem could result in an interruption  in, or a failure of,
certain normal business activities or operations. Such failures could materially
and  adversely  affect  the  Company's  results  of  operations,  liquidity  and
financial  condition.  Due to the general uncertainty  inherent in the Year 2000
problem,  resulting in part from the  uncertainty  of the Year 2000 readiness of
third party  vendors and  customers,  the Company is unable to determine at this
time whether the  consequences of Year 2000 failures will have a material impact
on the Company's results of operations,  liquidity or financial  condition.  The
Project is expected to  significantly  reduce the                               

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Company's  level of uncertainty  about the Year 2000 problem and, in particular,
about the Year 2000 compliance and readiness of its material third party vendors
and customers.  The Company  believes that the continued  implementation  of the
Project  will  reduce  the  possibility  of  significant  interruptions  to  the
Company's normal business operations.                                           

Other Information                                                               

The Company has had a long-term  contractual  relationship  with  Allstate.  The
initial contract had a five-year term beginning in September, 1992. The contract
is automatically renewed for one-year periods if no cancellation notice is given
six months prior to an anniversary  date, after the five-year term. The contract
currently   extends  until   September,   1999.  The  Company  is  currently  in
negotiations with Allstate to further extend the relationship and provide for an
additional five-year contract with a five-year renewal option.                  

Certain  statements in this  quarterly  report may  constitute  "forward-looking
statements" within the meaning of the Private  Securities  Litigation Reform Act
of 1995.  These  statements,  which are not  statements of historical  fact, may
contain estimates,  assumptions,  projections and/or expectations  regarding the
Company's financial position,  results of operations,  market position,  product
development,   regulatory  matters,   growth  opportunities  and  growth  rates,
acquisition  and  divestiture  opportunities,  and other  similar  forecasts and
statements of expectation.  Words such as "expects,"  "anticipates,"  "intends,"
"plans," "believes," "seeks," "estimates," and "should," and variations of these
words and similar  expressions,  are intended to identify these  forward-looking
statements.  Such  forward-looking  statements  are  not  guarantees  of  future
performance.  They involve  known and unknown  risks,  uncertainties,  and other
factors which may cause the actual  results,  performance or achievements of the
Company to be  materially  different  from any future  results,  performance  or
achievements   expressed   or  implied  by  such   forward-looking   statements.
Representative  examples  of such  factors are  discussed  in more detail in the
Company's  Annual  Report on Form 10-K and  include,  among  other  things,  the
possible  adoption of  legislation  or industry  regulation  concerning  certain
aspects of the Company's business;  the removal of data sources and/or marketing
lists from the Company;  the ability of the Company to retain  customers who are
not under long-term contracts with the Company; technology challenges; Year 2000
issues; the risk of damage to the Company's data centers or interruptions in the
Company's  telecommunications  links;  acquisition  integration;  the effects of
postal rate  increases;  and other market factors.  See "Additional  Information
Regarding  Forward-looking  Statements"  in the Company's  Annual Report on Form
10-K.                                                                           

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Form 10-Q                                                                       

ACXIOM CORPORATION
 PART II - OTHER INFORMATION

Item 4.  Submission of Matters to a Vote of Security Holders.                   

         The Annual Meeting of Shareholders of the Company was held on September
         17, 1998.  At the meeting,  the  shareholders  approved the election of
         three  directors.  Voting results for each  individual  nominee were as
         follows:  Rodger S. Kline,  41,391,659  votes for and  2,625,625  votes
         withheld;  Robert A. Pritzker,  43,051,159  votes for and 966,125 votes
         withheld; and James T. Womble, 41,388,836 votes for and 2,628,448 votes
         withheld.  The  shareholders  also  approved  the  issuance  of  up  to
         31,100,000  shares of common stock pursuant to the Amended and Restated
         Merger  Agreement  dated  as of  May  26,  1998,  by and  among  Acxiom
         Corporation,  ACX  Acquisition  Co., Inc. and May & Speh,  Inc.  Voting
         results for the merger proposal were as follows:  38,288,590 votes for,
    118,338 votes withheld, and 76,676 votes abstaining from the vote.

Item 6. Exhibits and Reports on Form 8-K.                                       

(a)  Exhibits:                                                

27     Financial Data Schedule                      

(b)  Reports on Forms 8-K.                                    

              A report was filed on  September  18,  1998,  which  reported  the
      shareholders' approval of the merger with May & Speh, Inc.

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Form 10-Q                                                                       

 ACXIOM CORPORATION AND SUBSIDIARIES

 SIGNATURE

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

                    Acxiom Corporation

Dated:  November 16, 1998                                                       
                          By:  /s/ Robert S. Bloom
                                            ------------------------------------
                     (Signature)
                         Robert S. Bloom
                                 Chief Financial Officer
                                    (Chief Accounting Officer)

424B2 259th Page of 635 TOC 1st Previous Next ↓Bottom Just 259th
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 Form 10-Q

(Mark One)                                                                      

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934                                                           

For the quarterly period ended December 31, 1998   OR                 

[ ]  TRANSITION  REPORT  PURSUANT  TO SECTION  13 OR   15(d) OF  THE  SECURITIES
EXCHANGE ACT OF 1934                                                  

For the transition period from ----- to -----                         

Commission file number 0-13163                                                  

Acxiom Corporation
(Exact Name of Registrant as Specified in Its Charter)

           DELAWARE                             71-0581897
  (State or Other Jurisdiction of               (I.R.S. Employer
     Incorporation or Organization)              Identification No.)

P.O. Box 2000, 301 Industrial Boulevard,                              
      Conway, Arkansas                          72033-2000
(Address of Principal Executive Offices)              (Zip Code)      

(501) 336-1000
(Registrant's Telephone Number, Including Area Code)

     Indicate by check mark  whether the  registrant:  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.                                       

Yes X        No   

     The  number  of  shares  of  Common  Stock,  $ 0.10 par  value  per  share,
outstanding as of February 8, 1999 was 78,128,478.                              

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Form 10-Q                                                                       
PART I - FINANCIAL INFORMATION

Item 1. Financial Statements                                                    

Company for which report is filed:                                              

ACXIOM CORPORATION                                                              

The  condensed  consolidated  financial  statements  included  herein  have been
prepared by Registrant,  without audit, pursuant to the rules and regulations of
the  Securities  and  Exchange  Commission.  In the opinion of the  Registrant's
management,  however,  all  adjustments  necessary  for a fair  statement of the
results  for the  periods  included  herein  have been made and the  disclosures
contained herein are adequate to make the information  presented not misleading.
All such adjustments are of a normal recurring nature.                          

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Form 10-Q                                                                       
 ACXIOM CORPORATION AND SUBSIDIARIES
 CONDENSED CONSOLIDATED BALANCE SHEETS
 (Unaudited)
(Dollars in thousands)

                                                 December 31,        March 31,
                                                  1998              1998
                                                  ------------      ------------
Assets                                                    
Current assets:                                                                 
Cash and cash equivalents                        $   3,208           115,510
Marketable securities                                    -            11,794
Trade accounts receivable, net                     179,553           118,281
Refundable income taxes                             13,619             7,670
Other current assets                                46,171            34,615
                                                   -------           -------
   Total current assets                            242,551           287,870
                                                   -------           -------
Property and equipment                               319,535           301,393  
Less - Accumulated depreciation and                116,841           115,709
  amortization                                     -------           -------
Property and equipment, net                          202,694           185,684  
                                                   -------           -------
Software, net of accumulated amortization             41,866            38,673  
Excess of cost over fair value of net                                           
assets acquired                                     91,528            73,851
Other assets                                         165,689            87,072  
                                                   -------           -------
                                                 $ 744,328           673,150
                                                   =======           =======
Liabilities and Stockholders' Equity                                    
Current liabilities:                                                            
Current installments of long-term debt              13,350            10,466
Trade accounts payable                              27,990            21,946
Accrued payroll and related expenses                 9,075            18,293
Accrued merger and integration costs                34,881                 -
Other accrued expenses                              20,753            20,846
Deferred revenue                                     4,373            11,197
                                                   -------           -------
  Total current liabilities                        110,422            82,748
                                                   -------           -------
Long-term debt, excluding current installments       312,582           254,240  
Deferred income taxes                                 34,966            34,968  
Stockholders' equity:                                                           
Common stock                                         7,861             7,405
Additional paid-in capital                         139,701           121,130
Retained earnings                                  139,901           175,946
Foreign currency translation adjustment                901               676
 Unearned ESOP compensation                               -            (1,782)
 Treasury stock, at cost                             (2,006)           (2,181)
                                                   -------           -------
Total stockholders' equity                         286,358           301,194
                                                   -------           -------
Commitments and contingencies                      $ 744,328           673,150  
                                                   =======           =======

See accompanying notes to condensed consolidated financial statements.          

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Form 10-Q                                                                       
 ACXIOM CORPORATION AND SUBSIDIARIES
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 (Unaudited)
(Dollars in thousands, except per share amounts)

                                                For the Three Months Ended

                                               December 31

                                               1998                 1997
                                                -------              -------

Revenue                                         $ 187,912              147,042  
Operating costs and expenses:                                                   
Salaries and benefits                            64,784               54,332
Computer, communications and other equipment     29,352               22,173
Data costs                                       25,124               21,741
Other operating costs and expenses               33,688               23,929
Special charges                                   9,375                4,700
                                                -------              -------
  Total operating costs and expenses            162,323              126,875
                                                -------              -------
Income from operations                             25,589               20,167  
                                                -------              -------
Other income (expense):                                                         
 Interest expense                                 (4,518)              (2,016)
Other, net                                          860                  834
                                                -------              -------
                                                  (3,658)              (1,182)
                                                -------              -------

Earnings before income taxes                       21,931               18,985  
Income taxes                                        8,172                7,124  
                                                -------              -------
Net earnings                                    $  13,759               11,861  
                                                =======              =======
Earnings per share:                                                             

   Basic                                      $    0.18                 0.16
                                                   ====                 ====
   Diluted                                    $    0.17                 0.15
                                                   ====                 ====

See accompanying notes to condensed consolidated financial statements.          

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Form 10-Q                                                                       
 ACXIOM CORPORATION AND SUBSIDIARIES
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 (Unaudited)
(Dollars in thousands, except per share amounts)

                                             For the Nine Months Ended

                                             December 31

                                             1998               1997
                                              -------            -------

Revenue                                         $ 521,080            406,870    
Operating costs and expenses:                                                   
Salaries and benefits                           194,970            149,909  
Computer, communications and other equipment     81,901             64,801  
Data costs                                       77,686             64,325  
Other operating costs and expenses               86,170             67,905  
Special charges                                 118,747              4,700  
                                              -------            -------
Total operating costs and expenses            559,474            351,640
                                              -------            -------
Income (loss) from operations                     (38,394)            55,230    
                                              -------            -------
Other income (expense):                                                         
Interest expense                                (12,917)            (6,445) 
Other, net                                        5,717              3,263  
                                              -------            -------
                                                (7,200)            (3,182)
                                              -------            -------
Earnings (loss) before income taxes               (45,594)            52,048    
Income taxes                                       (9,549)            19,580    
                                              -------            -------
Net earnings (loss)                             $ (36,045)            32,468    
                                              =======            =======
Earnings (loss) per share:                                                      

 Basic                                      $   (0.48)              0.45
                                              =======            =======
 Diluted                                    $   (0.48)              0.41
                                              =======            =======

See accompanying notes to condensed consolidated financial statements.          

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Form 10-Q                                                                       
 ACXIOM CORPORATION AND SUBSIDIARIES
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 (Unaudited)

(Dollars in thousands)
                                               For the Nine Months Ended

                                               December 31

                                              1998                1997
                                               -------             -------
Cash flows from operating activities:                                           
Net earnings (loss)                           $ (36,045)             32,468 
Non-cash operating activities:                                              
 Depreciation and amortization                  45,696              33,599
  Gain on disposal of assets                        (23)               (961)
 Provision for returns and doubtful accounts     2,153                 696
 Deferred income taxes                               -               4,727
 ESOP principal payments                         1,782               1,782
 Non-cash component of special charges          92,062                   -
Changes in operating assets and liabilities:                            
    Accounts receivable                         (61,130)            (28,752)
    Other assets                                (22,936)            (26,615)
   Accounts payable and other liabilities      (16,942)             10,642
                                               -------             -------
Net cash provided (used) by operating                               
     activities                                  4,617              27,586
                                               -------             -------
Cash flows from investing activities:                                       
 Disposition of assets                             693              27,898
  Development of software                       (20,379)            (11,271)
  Capital expenditures                          (87,290)            (59,797)
 Purchases of marketable securities                  -              (5,777
 Sales of marketable securities                 11,794              17,918
  Investments in joint ventures                 (10,607)             (4,942)
  Net cash paid in acquisitions                 (22,296)            (20,632)
                                               -------             -------
    Net cash used by investing activities      (128,085)            (56,603)
                                               -------             -------
Cash flows from financing activities:                                       
 Proceeds from debt                             90,758              26,605
  Payments of debt                              (98,799)             (8,412)
 Sale of common stock                           19,202               6,731
                                               -------             -------
   Net cash provided by financing activities    11,161              24,924
                                               -------             -------
   Effect of exchange rate changes on cash           5                   8
                                               -------             -------
    Net decrease in cash and cash equivalents  (112,302)             (4,085)
Cash and cash equivalents at beginning of                                   
 period                                        115,510               9,695
                                               -------             -------
Cash and cash equivalents at end of period    $   3,208               5,610 
                                               =======             =======
Supplemental cash flow information:                                         
Cash paid during the period for:                                        
   Interest                                  $  12,312               4,828
   Income taxes                                  4,732              10,211
                                               =======             =======

See accompanying notes to condensed consolidated financial statements.          

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Form 10-Q                                                                       

 ACXIOM CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)

     Certain  note  information  has been  omitted  because  it has not  changed
     significantly  from that  reflected  in Notes 1 through  16 of the Notes to
     Consolidated  Financial  Statements  filed  as a part  of the  Registrant's
     restated consolidated  financial statements as a result of the Registrant's
     merger with May & Speh,  Inc.,  as filed with the  Securities  and Exchange
Commission on a Form 8-K dated February 8, 1999.                      

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ACXIOM CORPORATION AND SUBSIDIARIES 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)

1.   On September 17, 1998, the Company acquired all of the outstanding  capital
     stock of May & Speh,  Inc.  ("May & Speh") by exchanging  .80 shares of the
     Company's  stock  for each  share  of May & Speh  stock.  Accordingly,  the
     Company  exchanged  20,858,923  shares of its  common  stock for all of the
     outstanding  shares  of  capital  stock  of May & Speh.  Additionally,  the
     Company assumed all of the currently  outstanding options granted under May
     & Speh's stock option plans,  with the result that 4,289,202  shares of the
     Company's  common stock became  subject to issuance  upon  exercise of such
     options.  The Company  also assumed May & Speh's  convertible  subordinated
     debt,  which is now  convertible  into  5,783,000  shares of the  Company's
     common stock.  The acquisition was accounted for as a  pooling-of-interests
     and, accordingly, the condensed consolidated financial statements have been
     restated as if the  combining  companies  had been combined for all periods
     presented.  Included in the  statement  of  operations  for the nine months
     ended  December 31, 1998 are revenues of $66.6 million and earnings  before
     income  taxes of $15.1  million for May & Speh for the period from April 1,
     1998 to September  17, 1998.  For the nine months ended  December 31, 1997,
     May & Speh had revenue of $75.9 million and earnings before income taxes of
$12.2 million.                                                        

     In the quarter  ended  September  30, 1998,  the Company  recorded  special
     charges  totaling $109.4 million related to merger and integration  charges
     associated  with the May & Speh merger and the write down of other impaired
     assets.  During the quarter ended December 31, 1998,  the Company  recorded
     additional  merger and  integration  charges of $9.4  million,  for a total
     special charge during the nine-month period of $118.7 million.  The charges
     consisted of approximately $10.7 million of transaction costs to be paid to
     investment   bankers,   accountants,   and   attorneys;   $8.1  million  in
     associate-related  reserves,  principally  employment contract  termination
     costs and severance  costs;  $48.5 million in contract  termination  costs;
     $11.5  million for the write down of software;  $29.3 million for the write
     down of property and equipment; $7.8 million for the write down of goodwill
     and other  assets;  and $2.8  million in other  write  downs and  accruals.
     Approximately  $110.1 million of the charge was for  duplicative  assets or
     costs directly  attributable  to the May & Speh merger.  The remaining $8.6
     million  related to other  impaired  assets which were impaired  during the
     second  quarter,  primarily $5.7 million  related to goodwill and shut-down
     costs  associated  with the closing of certain  business  locations  in New
     Jersey,  Malaysia,  and the  Netherlands,  which occurred during the second
quarter.                                                              

     The following  table shows the balances  which were accrued as of September
     30,  1998 and the  changes  in those  balances  during  the  quarter  ended
December 31, 1998 (dollars in thousands):                             

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                               September 30   Additions   Payments   December 31
                               ------------   ---------   --------   -----------
                               1998                                 1998
                               ----                                 ----

  Transaction costs           $ 9,163            -       8,938         225
  Associate-related reserves    6,783        1,375       2,912       5,246
  Contract termination costs   40,500        8,000      21,500      27,000
  Other accruals                2,490            -          80       2,410
                               ------        -----      ------      ------
                              $58,936        9,375      33,430      34,881
                               ======        =====      ======      ======

     The Company  expects that the remaining  transaction  costs will be paid in
     cash during the next three to six months.  The  associate-related  reserves
     will be paid over the next three to nine months.  The contract  termination
     costs will be paid out over the next 15 months.  The other accruals will be
paid out over periods ranging up to five years.                       

     Effective  April 1, 1998, the Company  purchased the  outstanding  stock of
     NormAdress, a French company located in Paris. NormAdress provides database
     and direct marketing  services to its customers.  The purchase price was 20
     million  French  Francs  (approximately  $3.4  million)  in cash and  other
     additional cash consideration of which approximately $900,000 is guaranteed
     and the remainder is based on the future  performance  of  NormAdress.  The
     acquisition was accounted for as a purchase and,  accordingly,  the results
     of  operations of  NormAdress  are included in the  condensed  consolidated
     statements  of  operations  as of the purchase  date.  The  purchase  price
     exceeded  the fair  value of net  assets  acquired  by  approximately  $4.1
     million.  The  resulting  excess of cost over net assets  acquired is being
     amortized using the straight-line  method over its estimated  economic life
     of 20 years.  The pro forma combined  results of  operations,  assuming the
     acquisition  occurred at the  beginning of the periods  presented,  are not
  materially different from the historical results of operations reported.

     Effective May 1, 1998, May & Speh acquired  substantially all of the assets
     of SIGMA Marketing Group, Inc. ("Sigma"), a full-service database marketing
     company  headquartered  in  Rochester,  New  York.  Under  the terms of the
     agreement,  May & Speh paid $15 million at closing for substantially all of
     Sigma's  assets,  and will pay the  former  owners up to an  additional  $6
     million,  the  substantial  portion  of  which  is  contingent  on  certain
     operating  objectives  being met.  Sigma's  former  owners were also issued
     warrants to acquire 276,800 shares of the Company's common stock at a price
     of $17.50 per share in connection with the transaction.  Sigma's results of
     operations are included in the Company's consolidated results of operations
     beginning May 1, 1998.  This  acquisition  was accounted for as a purchase.
     The  excess of cost over net  assets  acquired  of $20.2  million  is being
     amortized  using the  straight-line  method  over 40  years.  The pro forma
     effect of the  acquisition  is not  material  to the  Company's  results of
operations for the periods reported.                                  

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     On December 31, 1998,  the Company  entered into a definitive  agreement to
     acquire Computer Graphics of Arizona, Inc. ("Computer Graphics") and all of
     its  affiliated  companies  in a  stock-for-stock  merger.  The  merger  is
     expected to be completed prior to the Company's fiscal year end, subject to
     the absence of any material adverse changes in Computer  Graphics' business
     prior to  closing  and  subject  to the  approval  of the  shareholders  of
     Computer  Graphics.   Computer   Graphics,   a  privately  held  enterprise
     headquartered in Phoenix, Arizona, is a computer service bureau principally
     serving financial services direct marketers.  This merger is expected to be
accounted for as a pooling-of-interests.                              

2.   Included in other assets are unamortized  outsourcing  capital  expenditure
     costs in the amount of $27.6 million and $25.0 million at December 31, 1998
     and March 31, 1998,  respectively.  Noncurrent  receivables  from  software
     license, data, and equipment sales are also included in other assets in the
     amount of $17.5  million and $20.3  million at December  31, 1998 and March
     31, 1998, respectively. The current portion of such receivables is included
     in other current  assets in the amount of $11.5 million and $9.5 million as
     of December  31, 1998 and March 31, 1998,  respectively.  Other assets also
     included  $71.3 million and $10.3 million in  enterprise  systems  software
     licenses  at  December  31,  1998 and March 31,  1998,  respectively.  Such
licenses are amortized over the estimated useful life of the license. 

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3.   Long-term debt consists of the following (dollars in thousands):           

                                                  December 31,     March 31,
                                                   1998           1998

  5.25% Convertible subordinated notes             $115,000        115,000
due 2003; convertible at the option of                                
the holder into shares of common stock                                
at a conversion price of $19.89 per                                   
share; redeemable at the option of the                                
Company at any time after April 3, 2001                               

  Unsecured revolving credit agreement               50,572         36,445

  6.92% Senior notes due March 30, 2007,             30,000         30,000
payable in annual installments of $4,286                              
commencing March 30, 2001; interest is                                
payable semi-annually                                                 

  3.12% Convertible note, interest and               25,000         25,000
principal due April 30, 1999; convertible                             
at maturity into two million shares of                                
common stock                                                          

  Capital leases on land, buildings and              21,706         22,818
equipment payable in monthly payments                                 
of $357 of principal and interest;                                    
remaining terms of from five to twenty                                
years; interest rates at approximately 8%                             

  8.5% Unsecured term loan; quarterly                 9,200          9,800
principal payments of $200 plus interest                              
with the balance due in 2003                                          

  9.75% Senior notes, due May 1, 2000,                4,286          6,429
payable in annual installments of $2,143                              
each May 1; interest is payable                                       
semi-annually                                                         

  Enterprise software license liabilities            64,343         10,949
payable over terms of from five to seven                              
years                                                                 

  Other capital leases, debt and long-term            5,825          8,265
  liabilities                                       -------        -------

        Total long-term debt                        325,932        264,706

     Less current installments                       13,350         10,466
                                                    -------        -------

  Long-term debt, excluding current                $312,582        254,240
  installments                                      =======        =======

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     The 3.12% convertible note, although due within the next year, continues to
     be  classified  as  long-term  debt  because  the  Company  intends  to use
     available  funding  under the revolving  credit  agreement to refinance the
     note on a  long-term  basis in the event the  holder of the note  elects to
     receive  cash at  maturity.  Currently,  the Company  expects the holder to
     convert the note into common stock,  which would not require the Company to
pay any cash at maturity.                                             

     The  holder of the 8.5% term  loan,  which was made to May & Speh,  has the
     right to demand  payment  due to a change in  control.  The  lender has not
     exercised that right, and the Company  presently intends to renegotiate the
     loan on a long-term basis. If the lender does demand repayment, the Company
     will pay off the loan with  available  funds from the  unsecured  revolving
     credit  agreement.  Therefore,  the Company  continues to classify the term
loan as long-term.                                                    

     Also as a result of the merger with May & Speh, the Company was required to
     offer to repurchase the 5.25% convertible subordinated notes at face value.
     To date,  no holders have  accepted the offer.  The Company does not expect
     the  holders to accept  the  offer,  as the face value of the notes is less
     than the value of the shares into which they are convertible.  Accordingly,
these notes continue to be classified as long-term.                   

     At  December  31,  1998,  due to the merger with May & Speh and the special
     charges  booked  during the year,  the Company was in  violation of certain
     restrictive  covenants under the unsecured  revolving  credit agreement and
     the 9.75% senior notes. The violations of each of these agreements has been
waived by the respective lenders.                                     

     In connection  with the  construction  of the  Company's  new  headquarters
     building and a new customer service facility in Little Rock, Arkansas,  the
     Company  has  entered  into 50/50  joint  ventures  with local real  estate
     developers.  In each case,  the  Company is  guaranteeing  portions  of the
     construction  loans  for  the  buildings.   The  aggregate  amount  of  the
     guarantees at December 31, 1998 was $6.0 million. The total cost of the two
building projects is expected to be approximately $19.5 million.      

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4.   Below is a calculation and  reconciliation of the numerator and denominator
     of basic and  diluted  earnings  (loss) per share  (dollars  in  thousands,
except per share amounts):                                            

                               For the Quarter Ended   For the Nine Months Ended
                               ---------------------   -------------------------
                             December     December     December     December
                             31           31           31           31
                             --------     --------     --------     --------
                             1998         1997         1998         1997

Basic earnings (loss)                                                 
per share:                                                          
Numerator - net                                                   
     earnings (loss)        $13,759       11,861      (36,045)      32,468
                             ======       ======       ======       ======

Denominator (weighted                                                 
average shares                                                      
   outstanding)              77,692       72,300       75,230       72,042
                             ======       ======       ======       ======

Earnings (loss) per                                                   
   share                    $   .18          .16         (.48)         .45
                                ===          ===          ===          ===

Diluted earnings (loss)                                               
per share:                                                          
Numerator:                                                        
      Net earnings (loss)   $13,759       11,861      (36,045)      32,468
Interest expense on                                           
convertible debt                                          
        (net of tax effect)   1,083          111            -          334
                             ------       ------       ------       ------
                            $14,842       11,972      (36,045)      32,802
                             ======       ======       ======       ======

Denominator:                                                          
Weighted average shares                                           
      out-standing           77,692       72,300       75,230       72,042
Effect of common stock                                            
      options and warrants    4,451        6,740            -        6,618
    Convertible debt          7,783        2,000            -        2,000
                             ------       ------       ------       ------
                             89,926       81,040       75,230       80,660
                             ======       ======       ======       ======

  Earnings (loss) per share    $.17          .15         (.48)         .41
                                ===          ===          ===          ===

     All   potentially   dilutive   securities  were  excluded  from  the  above
     calculations  for the nine months ended December 31, 1998 because they were
     antidilutive in accordance with Statement of Financial Accounting Standards
     No.  128.  The effects of common  stock  options  and  warrants  which were
     excluded  were  6,110,000.  Potentially  dilutive  shares  related  to  the
     convertible debt which were excluded were 7,783,000. Also, interest expense
     on the  convertible  debt (net of income tax effect)  excluded in computing
diluted earnings (loss) per share for the nine months was $3,208,000. 

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     Options to purchase shares of common stock that were outstanding during the
     other periods reported, but were not included in the computation of diluted
     earnings per share because the option  exercise  price was greater than the
average market price of the common shares, are shown below:           

                                                                For the Nine
                               For the Quarter Ended            Months Ended
                           -----------------------------        ------------
                           December 31       December 31         December 31
                           -----------       -----------         -----------
                          1998              1997                1997
                          ----              ----                ----

Number of shares                                                      
under option (in                                                  
 thousands)              1,378             1,824               1,716

Range of exercise                                                     
      prices             $24.81 - $54.00   $17.03 - $35.92     $15.70 - $35.92
                          ==============    ==============      ==============

5.   Trade  accounts  receivable  are presented  net of allowances  for doubtful
     accounts, returns, and credits of $4.8 million and $3.6 million at December
31, 1998 and March 31, 1998, respectively.                            

6.   The Company adopted  Statement of Financial  Accounting  Standards No. 130,
     "Reporting  Comprehensive  Income," as of April 1, 1998.  Statement No. 130
     establishes standards for reporting and displaying comprehensive income and
     its  components in a financial  statement  that is displayed  with the same
     prominence as other financial  statements.  Statement No. 130 also requires
     the  accumulated  balance  of other  comprehensive  income to be  displayed
     separately in the equity section of the  consolidated  balance  sheet.  The
     accumulated balance of other comprehensive income, which consists solely of
     foreign currency translation adjustment,  as of December 31, 1998 and March
     31, 1998, was $0.9 million and $0.7 million,  respectively. The adoption of
     this  statement  had no  impact  on  operations  or  stockholders'  equity.
     Comprehensive  income was $13.3 million for the quarter ended  December 31,
     1998 and was  $12.4  million  for the  quarter  ended  December  31,  1997.
     Comprehensive loss was $35.8 million for the nine months ended December 31,
     1998 and  comprehensive  income was $32.8 million for the nine months ended
December 31, 1997.                                                    

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Form 10-Q                                                                       

Item 2. Management's  Discussion and Analysis of Financial Condition and Results
of Operations                                                                   

On May 26, 1998,  the Company  entered into a merger  agreement with May & Speh,
Inc.  ("May & Speh").  May & Speh,  headquartered  in Downers  Grove,  Illinois,
provides  computer-based  information management services with a focus on direct
marketing and information technology outsourcing services. The merger, which was
completed September 17, 1998, has been accounted for as a  pooling-of-interests.
Accordingly,  the condensed consolidated financial statements have been restated
as if the combining  companies had been combined for all periods presented.  See
note 1 to the condensed  consolidated  financial  statements for a more detailed
discussion of the merger transaction.                                           

Results of Operations                                                           

Consolidated  revenue was a record $187.9 million for the quarter ended December
31, 1998,  a 28% increase  over the same quarter a year ago. For the nine months
ended  December 31, 1998,  revenue was $521.1  million,  an increase of 28% over
revenue of $406.9 million for the same period a year ago.                       

The following  table shows the Company's  revenue by operating  division for the
quarters ended December 31, 1998 and 1997 (dollars in millions):                

                                     1998         1997      % Change
                                     ----         ----      --------
 Services                         $51.5        $38.1        +35%
Alliances                         49.7         39.3        +26
Data Products (direct view)       33.1         33.5        - 1
May & Speh                        43.0         26.4        +63
International                     10.6          9.7        + 9
                                 -----        -----        ---
                                 $187.9       $147.0        +28%
                                 =====        =====        ===

 Data Products (product view)     $45.7        $40.2        +14%
                                  ====         ====        ===

Services  Division  revenue  of $51.5  million  for the  quarter  reflects a 35%
increase over the prior year.  Revenue related to the Allstate Insurance Company
("Allstate") contract grew 14%. Other Services Division business units reporting
good growth included retail, up 54%; Citicorp, up 44%;  pharmaceutical,  up 49%;
publishing,  up 11%; the technology business unit, which more than doubled;  and
the telecommunications  business unit, which nearly quadrupled.  These increases
were partially offset,  however,  by the insurance  business unit which was flat
compared to the prior year and utilities, which reported lower revenues than the
prior year.                                                                     

Alliances  Division revenue of $49.7 million increased 26% over the same quarter
a year ago. The Financial Services group continued to show strong results,  with
revenue  up 43% over  the  prior  year.  Also,  revenue  from  the  Trans  Union
Corporation  ("Trans  Union")  business  units grew 20%                         

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and the other  Alliances  Division  business units grew 13%,  including the Polk
business  unit which grew 23%  combined  with flat  revenue  from the  strategic
alliances business unit.                                                        

Data Products Division revenue of $33.1 million was essentially flat compared to
last year. Within the Data Products  Division,  the Acxiom Data Group (InfoBase)
grew 40% while  Direct  Media  reported a modest 3% gain over the prior year and
DataQuick fell 13%. Direct Media, which operates in a more mature industry,  was
also comparing against strong results in the year ago quarter. DataQuick results
in the prior year benefited from a license of their data to the Polk Company. It
should  also be noted  that the  discussion  above  presents  the Data  Products
Division on a direct view,  that is, their  results from direct sales  channels.
Not included  are data sales made to  customers  of the  Services and  Alliances
Divisions  whose data sales are  reported in those  divisions.  Combining  these
sales with the direct  sales  channels  (or the  "product  view")  reflects  the
primary way the Data Products  Division is measured  internally.  On the product
view, the Data Products Division reported revenues of $45.7 million reflecting a
14% increase over the prior year.                                               

The  May &  Speh  Division  reported  $43.0  million  revenue  for  the  quarter
reflecting  a 63%  increase  over  the same  quarter  a year  ago.  May & Speh's
outsourcing  business more than doubled while direct marketing services grew 17%
over the prior year.  The  increase in  outsourcing  includes  the impact of the
recently signed outsourcing contract with Waste Management, Inc.                

The   International   Division  revenue  of  $10.6  million  grew  9%  over  the
year-earlier  period reflecting 41% growth in data warehouse and list processing
services, partly offset by a 31% decline in fulfillment services. The decline in
fulfillment services is primarily due to a significant project in the prior year
that did not recur in the current year.                                         

For the nine months ended December 31, 1998,  Services  Division  revenue was up
33% versus the prior year, Alliances Division was up 29%, Data Products Division
was up 11%, May & Speh was up 44%, and the International Division was up 21%. In
general,  the discussion  above related to the third quarter is also relevant to
the increases for the nine months.                                              

Salaries and  benefits for the quarter grew $10.5  million or 19% over the prior
year's  third  quarter,  primarily  as a result of normal  merit  increases  and
increased headcount to support growth,  including the hiring of approximately 75
new associates under the new Waste Management,  Inc. outsourcing  contract.  For
the nine months ended  December 31, 1998,  salaries and benefits  increased 30%,
which also reflects merit increases and increased  headcount,  but also includes
increases  of $4.5 million due to  acquisitions,  primarily  Buckley  Dement and
Sigma.  Computer,  communications and other equipment costs rose $7.2 million or
32% higher than the third quarter in the prior year,  reflecting higher software
costs and the impact of capital  expenditures.  For the nine  months,  computer,
communications and other equipment costs were up 26% for the same reasons.  Data
costs grew $3.4 million or 16% over the prior year reflecting the growth in data
revenue.  This growth,  combined with the impact of migrating to fixed cost data
provider contracts,  higher compilation costs at DataQuick due to the high level
of refinancings,  and costs associated with incremental  sources of data, caused
data  costs for the nine  months to  increase                                   

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21%.  Other  operating  costs and  expenses  grew $9.8  million  or 41% from the
year-earlier  quarter,  reflecting  higher costs due to the higher revenue along
with increases in advertising, goodwill amortization, consulting, and facilities
costs.  For the nine  months  ended  December  31,  1998 the  increase  in other
operating  costs and  expenses  was 27%,  which is in line with the  increase in
revenue.                                                                        

The Company's  operating  expenses for the quarter  included an additional  $9.4
million for special charges, which are merger and integration charges associated
with the May & Speh merger and the write down of other impaired assets. Together
with the special  charges  recorded  in the second  quarter,  the total  special
charges for the nine-month period totaled $118.7 million.  The charges consisted
of  approximately   $10.7  million  of  transaction   costs,   $8.1  million  in
associate-related  reserves,  $48.5 million in contract termination costs, $11.5
million  for the write down of  software,  $29.3  million  for the write down of
property  and  equipment,  $7.8 million for the write down of goodwill and other
assets,  and  $2.8  million  in  other  accruals.  See  note 1 to the  condensed
consolidated  financial  statements  for further  information  about the special
charges.  In the third  quarter  last year,  May & Speh  recorded a $4.7 million
special charge primarily for severance costs.                                   

Income from  operations  for the quarter was $25.6  million,  an increase of 27%
from the  comparable  period a year ago.  Excluding  the  impact of the  special
charges,  income from  operations  would have been $35.0 million for the current
quarter,  compared to $24.9  million in the prior year,  an increase of 41%. For
the nine months  ended  December  31,  1998,  the  Company  recorded a loss from
operations of $38.4 million  compared to income from operations of $55.2 million
in the prior year. Again excluding the impact of the special charges,  operating
income  would have been $80.4  million for the nine  months,  an increase of 34%
compared to the previous year's total of $59.9 million.                         

Interest expense increased by $2.5 million compared to the previous year's third
quarter as a result of higher average debt levels. Approximately $1.5 million of
the increase is due to the  issuance of the 5.25%  convertible  debt,  which was
issued by May & Speh in March 1998. For the nine months, interest expense was up
$6.5 million for the same reasons. Other income and expense for both the quarter
and nine months consists primarily of interest income from long-term receivables
related to customer contracts and investment income earned by May & Speh on cash
balances and marketable securities prior to the merger.                         

The Company's  effective tax rate,  before  special  charges,  was 37.2% for the
quarter and 37.3% for the nine-month period, compared to 37.4% and 37.6% for the
respective periods in the prior year. Portions of the special charges may not be
deductible  for tax  purposes  and  therefore  the tax  benefit  recorded on the
special  charges was only 31.0%.  Combining both the normal tax accrual with the
estimated tax benefit of the special charges results in a 37.3% tax rate for the
third quarter and a 20.9% rate for the nine months ended  December 31, 1998. The
Company  continues  to expect the normal  rate for fiscal  1999 to remain in the
37-39% range. This estimate is based on current tax law and current estimates of
earnings, and is subject to change.                                             

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The Company  recorded  net  earnings of $13.8  million for the quarter and a net
loss of $36.0  million for the nine  months,  compared to net  earnings of $11.9
million for the quarter  and $32.5  million for the nine months in the  previous
year.  Earnings per share for the quarter on a basic and diluted basis were $.18
and $.17, respectively.  For the nine months, loss per share on both a basic and
diluted basis was $.48.  Excluding the impact of the special  charges,  earnings
per share  would have been $.25 basic and $.23  diluted for the quarter and $.61
basic and $.55 diluted for the nine-month period.                               

Capital Resources and Liquidity                                                 

Working  capital at December 31, 1998 totaled $132.1 million  compared to $205.1
million at March 31, 1998.  The balance at March 31, 1998 included $98.0 million
in cash and cash  equivalents  at May & Speh as a result of the  issuance of the
$115 million  convertible debt. Since the merger, the Company has used available
cash to pay down debt. At December 31, 1998,  the Company had  available  credit
lines of $126.5  million of which $50.6 million was  outstanding.  The Company's
debt-to-capital  ratio  (capital  defined as long-term  debt plus  stockholders'
equity)  was 52% at  December  31,  1998,  compared  to 46% at March  31,  1998.
Included  in  the  debt  component  of  this  calculation  is  $140  million  of
convertible  debt  which,  if  considered   equity  for  the  purposes  of  this
calculation, would reflect a 29% debt-to-capital ratio at December 31, 1998.    

Cash provided by operating activities was $4.6 million for the nine months ended
December 31, 1998  compared to cash  provided by operating  activities  of $27.6
million in the same  period in the  previous  year.  Earnings  before  interest,
taxes,  depreciation,  and amortization ("EBITDA"),  excluding the impact of the
special  charges  recorded in the current  year,  increased by 36% compared to a
year ago. The resulting operating cash flow was reduced by $101.0 million in the
current  year and $44.7  million in the  previous  year due to the net change in
operating assets and liabilities,  including  significant  increases in accounts
receivable for each year.  The Company is taking steps to emphasize  collections
of accounts  receivable,  to mitigate any additional cash flow effects of future
increases. EBITDA is not intended to represent cash flows for the period, is not
presented as an  alternative  to  operating  income as an indicator of operating
performance,  may not be comparable to other similarly  titled measures of other
companies,  and should not be  considered  in isolation  or as a substitute  for
measures  of  performance   prepared  in  accordance  with  generally   accepted
accounting  principles.  However,  EBITDA is a relevant measure of the Company's
operations and cash flows and is used internally as a surrogate  measure of cash
provided by operating activities.                                               

Investing  activities  used $128.1 million in the nine months ended December 31,
1998 compared to $56.6 million in the year-earlier period.  Investing activities
in the current period included $87.3 million in capital  expenditures,  compared
to  $59.8  million  in  the  previous   year,  and  $20.4  million  in  software
development, compared to $11.3 million in the previous year. The Company expects
additional capital expenditures to total approximately $20 to $25 million in the
fourth  quarter.  Investing  activities  also included $22.3 million paid in the
acquisitions of NormAdress,  Sigma,  and additional  earn-out  payments made for
acquisitions  recorded in previous  years.  The  acquisitions  of NormAdress and
Sigma are discussed more fully in note 1 to the condensed consolidated financial
statements.  Investing  activities also included $10.6 million invested in joint
ventures,                                                                       

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including $4.0 million of additional investment in Bigfoot International,  Inc.,
an emerging  technology  company that  provides  services and tools for internet
e-mail  users,  and $3.3  million  invested  in Ceres  Integrated  Solutions,  a
provider of software  and  analytical  services  to large  retailers.  Investing
activities  in the current year also include the proceeds of sales of marketable
securities, which were owned by May & Speh prior to the merger with the Company.

Financing  activities in the current period  provided  $11.2 million.  Financing
activities  included  $19.2 million in sales of stock,  including  $12.2 million
received from Trans Union for the purchase of 4 million  shares of stock under a
warrant  which was issued to Trans  Union in 1992 in  conjunction  with the data
center management  agreement between Trans Union and the Company.  The remaining
financing activities consisted of net repayments of debt.                       

Construction is continuing on the Company's new headquarters  building and a new
customer service facility in Little Rock, Arkansas.  Both of these buildings are
scheduled to be  completed  and  occupied  before the end of fiscal  1999.  Each
building is being built  pursuant to a 50/50 joint  venture  between the Company
and local  real  estate  developers.  The  total  cost of the  headquarters  and
customer service projects is expected to be approximately $7.5 million and $12.0
million, respectively.                                                          

On January 4, 1999 the  Company  announced  the  acquisition  of three  database
marketing units from Deluxe  Corporation.  The purchase price was $18 million in
cash with an  additional  $5.6  million to be paid April 1, 1999.  The units are
expected to add over $20 million in annual  revenue and to have little impact on
earnings in the current fiscal year.                                            

While the Company does not have any other material  contractual  commitments for
capital  expenditures,   additional   investments  in  facilities  and  computer
equipment  continue to be  necessary to support the growth of the  business.  In
addition,  new outsourcing or facilities management contracts frequently require
substantial  up-front  capital  expenditures  in order  to  acquire  or  replace
existing assets. In some cases, the Company also sells software,  hardware,  and
data to customers under extended payment terms or notes  receivable  collectible
over one to eight years. These  arrangements also require up-front  expenditures
of cash,  which are repaid over the life of the agreement.  Management  believes
that the  combination  of  existing  working  capital,  anticipated  funds to be
generated from future  operations,  and the Company's  available credit lines is
sufficient to meet the Company's  current operating needs as well as to fund the
anticipated  levels of  expenditures.  If  additional  funds are  required,  the
Company  would use existing  credit lines to generate  cash,  followed by either
additional  borrowings to be secured by the Company's  assets or the issuance of
additional equity securities in either public or private  offerings.  Management
believes that the Company has significant unused capacity to raise capital which
could be used to support future growth.                                         

Year 2000                                                                       

Many computer systems ("IT systems") and equipment and instruments with embedded
microprocessors  ("non-IT systems") were designed to only recognize the last two
digits of a                                                                     

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calendar  year.   With  the  arrival  of  the  Year  2000,   these  systems  and
microprocessors  may  encounter  operating  problems  due to their  inability to
distinguish years after 1999 from years preceding 1999. This could manifest in a
system failure or miscalculations  causing disruption of operations,  including,
among other things, a temporary inability to process or transmit data, or engage
in normal business  activities.  As a result,  the Company remains engaged in an
extensive  project to  remediate  or replace its  date-sensitive  IT systems and
non-IT systems.                                                                 

The  following  discussion  of the  implications  of the Year 2000 issue for the
Company  contains  numerous  forward-looking   statements  based  on  inherently
uncertain information.  The information presented is based on the Company's best
estimates,  which  were  derived  utilizing  a number of  assumptions  of future
events, including the continued availability of internal and external resources,
third party modifications, and other factors. However, there can be no guarantee
that these estimates will be achieved and actual results could differ.  Although
the Company believes it is able to make the necessary  modifications in advance,
there can be no guarantee that failure to correctly modify the systems would not
have a material adverse effect on the Company.                                  

Since 1996 the  Company  has been  engaged in an  enterprise-wide  effort  ("the
Project")  to address  the risks  associated  with the Year 2000  problem,  both
internal and external.  Under the Project, the Company has established a project
office comprised of representatives  from each of the operating divisions of the
Company. A Company readiness champion and project leader are responsible for the
readiness  process  which  includes  deliverables  such as plans,  reviews,  and
appropriate sign-offs by the appropriate business unit leaders and the Company's
Year 2000  leadership.  The Project also includes the  dissemination of internal
communications and status reports on a regular basis to senior leadership.      

The Company believes that it has identified and evaluated its internal Year 2000
issues and that sufficient  resources are being devoted to renovating IT systems
and non-IT  systems  that are not already  "Year 2000 ready." The Company set an
internal  deadline of December 31, 1998 to achieve Year 2000  readiness  status,
with any residual activity to conclude before March 31, 1999. This timetable was
developed  to allow the  Company  to focus on  additional  testing  efforts  and
integration  of the  Year  2000  programs  of  recent  acquisitions  during  the
remainder  of  1999.  Overall,  the  Company  substantially  met  this  internal
deadline,  with remaining  exceptions to be completed by March,  31, 1999.  Such
exceptions  include  recent  mergers and  acquisitions,  as well as customer and
vendor driven dependencies.                                                     

The Project involves four phases:  (1) planning;  (2) remediation;  (3) testing;
and (4)  certification.  The  planning  phase  involves  developing  a  detailed
inventory  of  applications  and  systems,  identifying  the scope of  necessary
remediation  to each  application  or  system,  and  establishing  a  conversion
schedule.  During the remediation  phase,  source codes are actually  converted,
date fields are expanded or  windowed,  and the  remediated  system is tested to
ensure it is functionally the same as the existing  production  version.  In the
testing  phase,  test data is prepared  and the  application  is tested  using a
variety of Year 2000 scenarios.  The certification phase validates that a system
can  run  successfully  in a Year  2000  environment  and  appropriate  internal
sign-offs have been obtained.                                                   

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The following chart indicates the estimated state of completion,  as well as the
planned date of completion of each phase of the project. It is important to note
that each project must  complete  the previous  phase before  moving to the next
phase.                                                                          

                  Current          Planned           Planned
                   January          December          December
                  1999              1998              1999
                  ----              ----              ----
Planning             99%              100%              100%  
Remediation          93%               90%              100%  
Testing              82%               80%              100%  
Certification        79%               75%              100%  

With regard to the Company's operational platforms (hardware,  operating systems
and  vendor  software)  in the  Company's  primary  data  center  located at the
headquarters  location,  mainframes and servers are both currently  95%Year 2000
ready.                                                                          

The financial  impact of the Year 2000 Project to the Company has not been,  and
is not  expected  to be,  material  to its  financial  position  or  results  of
operations in any given fiscal year. The costs to date  associated with the Year
2000 effort primarily  represent a reallocation of existing  Company  resources.
Because  of the  range of  possible  issues  and the large  number of  variables
involved  (including  the Year 2000  readiness of any  entities  acquired by the
Company), it is impossible to accurately quantify the potential cost of problems
if the Company's  remediation  efforts or the efforts of those with whom it does
business  are not  successful.  Such costs and any  failure of such  remediation
efforts could result in a loss of business,  damage to the Company's reputation,
and legal liability.                                                            

The Company currently  believes that with modifications to existing software and
conversions  to new  software,  the Year 2000 issues can be  mitigated.  But the
systems of vendors on which the Company's systems rely may not be converted in a
timely fashion,  or a vendor or customer may fail to convert its software or may
implement a conversion that is incompatible  with the Company's  systems,  which
could have a material adverse impact on the Company.                            

In order to assess the readiness  status of the Company's  vendors,  the Company
has contacted each vendor, via written and/or telephone inquiries, regarding its
Year 2000 status and has set up an internal  database of this  information.  The
Company is in the process of obtaining written commitments from each vendor that
the  products  supplied to the Company are or will be (by a date  certain)  Year
2000 ready. As of February 1, 1999, the Company had received responses to 83% of
its inquiries.  The Company is also relying on representations made or contained
in its  vendors'  web sites.  In  addition,  the Company has  identified  and is
communicating  with  customers to determine if such  customers have an effective
plan in place to address their Year 2000 issues,  and to determine the extent of
the Company's  vulnerability to the failure of such customers to remediate their
own Year 2000 issues.                                                           

The Company  believes  that the most likely risks of serious Year 2000  business
disruptions are external in nature,  such as disruptions in  telecommunications,
electric,  or transportation  services.                                         

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In addition, the Company places a high degree of reliance on computer systems of
third parties,  such as customers and computer hardware and software  suppliers.
Although  the Company is  assessing  the  readiness  of these third  parties and
preparing contingency plans, there can be no guarantee that the failure of these
third  parties to modify their systems in advance of December 31, 1999 would not
have a material  adverse effect on the Company.  Of all the external risks,  the
Company  believes  the most  reasonably  likely worst case  scenario  would be a
business disruption  resulting from an extended and/or extensive  communications
failure.                                                                        

In an effort to reduce  the risks  associated  with the Year 2000  problem,  the
Company  has  established  and is  currently  continuing  to  develop  Year 2000
contingency  plans that build upon existing  disaster  recovery and  contingency
plans.  Examples of the Company's existing contingency plans include alternative
power supplies and communication  lines.  Contingency planning for possible Year
2000 disruptions will continue to be defined, improved and implemented.         

Notwithstanding  any contingency  plan of the Company,  the failure to correct a
material Year 2000 problem could result in an interruption  in, or a failure of,
certain normal business activities or operations. Such failures could materially
and  adversely  affect  the  Company's  results  of  operations,  liquidity  and
financial  condition.  Due to the general uncertainty  inherent in the Year 2000
problem,  resulting in part from the  uncertainty  of the Year 2000 readiness of
third party  vendors and  customers,  the Company is unable to determine at this
time whether the  consequences of Year 2000 failures will have a material impact
on the Company's results of operations,  liquidity or financial  condition.  The
Project is expected to  significantly  reduce the Company's level of uncertainty
about the Year 2000 problem and, in particular,  about the Year 2000  compliance
and  readiness of its material  third party vendors and  customers.  The Company
believes  that the  continued  implementation  of the  Project  will  reduce the
possibility  of  significant  interruptions  to the  Company's  normal  business
operations.                                                                     

Other Information                                                               

The Company has had a long-term  contractual  relationship  with  Allstate.  The
initial contract had a five-year term beginning in September, 1992. The contract
is automatically renewed for one-year periods if no cancellation notice is given
six months prior to an anniversary  date, after the five-year term. The contract
currently   extends  until   September,   1999.  The  Company  is  currently  in
negotiations with Allstate to further extend the relationship and provide for an
additional five-year contract with a five-year renewal option.                  

Certain  statements in this  quarterly  report may  constitute  "forward-looking
statements" within the meaning of the Private  Securities  Litigation Reform Act
of 1995.  These  statements,  which are not  statements of historical  fact, may
contain estimates,  assumptions,  projections and/or expectations  regarding the
Company's financial position,  results of operations,  market position,  product
development,   regulatory  matters,   growth  opportunities  and  growth  rates,
acquisition  and  divestiture  opportunities,  and other  similar  forecasts and
statements of expectation.  Words such as "expects,"  "anticipates,"  "intends,"
"plans," "believes," "seeks," "estimates," and "should," and variations of these
words and similar  expressions,  are intended to identify these  forward-looking

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statements.  Such  forward-looking  statements  are  not  guarantees  of  future
performance.  They involve  known and unknown  risks,  uncertainties,  and other
factors which may cause the actual  results,  performance or achievements of the
Company to be  materially  different  from any future  results,  performance  or
achievements   expressed   or  implied  by  such   forward-looking   statements.
Representative  examples  of such  factors are  discussed  in more detail in the
Company's  Annual  Report on Form 10-K and  include,  among  other  things,  the
possible  adoption of  legislation  or industry  regulation  concerning  certain
aspects of the Company's business;  the removal of data sources and/or marketing
lists from the Company;  the ability of the Company to retain  customers who are
not under long-term contracts with the Company; technology challenges; Year 2000
issues; the risk of damage to the Company's data centers or interruptions in the
Company's  telecommunications  links;  acquisition  integration;  the effects of
postal rate  increases;  and other market factors.  See "Additional  Information
Regarding  Forward-looking  Statements"  in the Company's  Annual Report on Form
10-K.                                                                           

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Form 10-Q                                                                       

ACXIOM CORPORATION
 PART II - OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K.                                       

(a)  Exhibits:                                                

27     Financial Data Schedule                      

(b)  Reports on Forms 8-K.                                    

              A report  was  filed on  February  8,  1999,  which  reported  the
              Registrant's  restated  consolidated  financial  statements  as  a
   result of the Registrant's merger with May & Speh, Inc.

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Form 10-Q                                                                       

 ACXIOM CORPORATION AND SUBSIDIARIES

 SIGNATURE

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

                          Acxiom Corporation

Dated:  February 16, 1999                                                       
                                 By:   /s/ Robert S. Bloom
                                               ---------------------------------
                         (Signature)
                             Robert S. Bloom
                                     Chief Financial Officer
                                        (Chief Accounting Officer)

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                                                                         Annex E

ACXIOM(R)                                                                       

                                                               August 17, 1998

Dear Stockholder:                                                               

  You are  cordially  invited to attend the Annual  Meeting of  Stockholders  of
Acxiom  Corporation at 10:00 A.M., local time, on September 17, 1998 at Acxiom's
headquarters at 301 Industrial Boulevard, Conway, Arkansas.                     

  The Notice of Annual Meeting and Proxy Statement/Prospectus  accompanying this
letter describe the business to be acted upon at the meeting. At the meeting, in
addition to the  election of  directors,  you will be asked to consider and vote
upon the issuance of up to 31,100,000 shares of Acxiom Common Stock (the "Merger
Proposal") in connection with the proposed acquisition of May & Speh, Inc. ("May
& Speh"),  pursuant to a merger (the "Merger") of ACX  Acquisition  Co., Inc., a
wholly owned  subsidiary  of Acxiom,  with and into May & Speh. If the Merger is
consummated, May & Speh will become a wholly owned subsidiary of Acxiom, and the
stockholders  of May & Speh will  receive 0.8 of a share of Acxiom  Common Stock
(the "Exchange Ratio") for each share of their May & Speh Common Stock.         

  The proposed Merger is contingent  upon,  among other things,  the approval of
the stockholders of Acxiom and May & Speh and will be consummated  shortly after
such approvals are obtained and the other conditions to the Merger are satisfied
or waived.                                                                      

  Stockholders  of Acxiom  holding an aggregate  of  8,037,425  shares of Acxiom
Common  Stock  (representing  approximately  15%  of  the  Acxiom  Common  Stock
outstanding  on the record date) have agreed with May & Speh to vote such shares
of Acxiom Common Stock in favor of the Merger Proposal.                         

The attached Proxy Statement/Prospectus describes the proposed transactions 
more fully and includes other information about Acxiom and May & Speh. Please   
give this information your thoughtful attention.                                

  Your Board of Directors has carefully  reviewed and  considered  the terms and
conditions  of the  proposed  Merger.  In addition,  the Board of Directors  has
received the opinion of its financial advisor,  Stephens Inc., that the Exchange
Ratio is fair from a  financial  point of view to Acxiom  and to the  holders of
Acxiom Common Stock.                                                            

  ACCORDINGLY, AFTER CAREFUL CONSIDERATION, YOUR BOARD OF DIRECTORS BY UNANIMOUS
VOTE OF THOSE  PRESENT AT THE MEETING OF THE BOARD OF DIRECTORS  CONCLUDED  THAT
THE MERGER IS FAIR TO, AND IN THE BEST INTERESTS OF ACXIOM AND ITS  STOCKHOLDERS
AND RECOMMENDS THAT YOU VOTE FOR THE MERGER PROPOSAL.                           

  Whether or not you plan to attend the meeting,  please  promptly  mark,  sign,
date, and return your proxy in the envelope provided.  If you plan to attend the
meeting,  you may vote in person at that time if you so desire,  even though you
have previously turned in your proxy.                                           

              Sincerely,

                         /s/ Charles D. Morgan
                     Charles D. Morgan
                         Chairman of the Board
                      and Company Leader

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ACXIOM CORPORATION  
301 INDUSTRIAL BOULEVARD  
CONWAY, AR 72033  

----------------  

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS  

SEPTEMBER 17, 1998  

----------------  

  NOTICE IS HEREBY  GIVEN that the  annual  meeting  of  stockholders  of ACXIOM
CORPORATION,  a  Delaware  corporation  ("Acxiom"),  will be  held  at  Acxiom's
headquarters  at 301  Industrial  Boulevard,  Conway,  Arkansas on September 17,
1998, at 10:00 A.M., local time, for the following purposes:                    

    (1) To consider and vote upon a proposal to issue up to 31,100,000 shares of
  Acxiom  Common Stock in  connection  with the merger of ACX  Acquisition  Co.,
  Inc., a wholly owned  subsidiary of Acxiom ("Sub"),  with and into May & Speh,
  Inc.  ("May &  Speh"),  pursuant  to the  terms of the  Amended  and  Restated
  Agreement and Plan of Merger by and among Acxiom, Sub and May & Speh, dated as
  of May 26, 1998 (the "Merger  Agreement").  A copy of the Merger  Agreement is
attached to the accompanying Proxy Statement/Prospectus as Annex A.         

    (2) To elect three  directors  as members of the Board of Directors to serve
  until the 2001  annual  meeting  of  stockholders  or until  their  respective
successors are duly elected and qualified.                                  

    (3) To  consider  and act upon any other  matters  which may  properly  come
before the meeting or any adjournment thereof.                              

  Only  stockholders  of record at the close of  business  on July 31,  1998 are
entitled to notice of and to vote at the meeting or any adjournment thereof.    

 By Order of the Board of Directors,

                           /s/ Catherine L. Hughes
                       Catherine L. Hughes
             Secretary

Conway, Arkansas                                                                
August 17, 1998                                                                 

----------------  

  WHETHER  OR NOT YOU  PLAN TO  ATTEND  THE  MEETING,  PLEASE  SIGN AND DATE THE
ENCLOSED  PROXY,  WHICH IS SOLICITED  BY THE BOARD OF  DIRECTORS OF ACXIOM,  AND
RETURN IT TO ACXIOM IN THE PREADDRESSED  ENVELOPE PROVIDED FOR THAT PURPOSE. ANY
STOCKHOLDER  MAY  REVOKE  HIS OR HER PROXY AT ANY TIME  BEFORE  THE  MEETING  BY
WRITTEN NOTICE TO SUCH EFFECT,  BY SUBMITTING A  SUBSEQUENTLY  DATED PROXY OR BY
ATTENDING THE MEETING AND VOTING IN PERSON.                                     

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[LOGO]                                                                      
MAY & SPEH                                                                      

                                                               August 17, 1998

Dear Stockholder:                                                               

  You are cordially invited to attend a special meeting of stockholders of May &
Speh,  Inc. to be held on  September  17, 1998 at The Standard  Club,  320 South
Plymouth Court, Chicago, Illinois, at 9:00 A.M., local time.                    

  The Notice of the Special Meeting and Proxy Statement/Prospectus  accompanying
this letter  describe  the  business to be acted upon at this  meeting.  At this
meeting,  you will be asked to  consider  and to vote upon a proposal to approve
and adopt the Amended and Restated Agreement and Plan of Merger, dated as of May
26, 1998 (the "Merger  Agreement"),  among Acxiom  Corporation  ("Acxiom"),  ACX
Acquisition  Co., Inc., a wholly owned  subsidiary of Acxiom ("Sub"),  and May &
Speh,  pursuant  to which (i) Sub will be  merged  with and into May & Speh (the
"Merger")  and (ii) each  outstanding  share of May & Speh Common  Stock will be
converted  into the right to  receive  0.8 of a share of common  stock of Acxiom
("Exchange Ratio").                                                             

  Stockholders  of May & Speh holding an aggregate of 2,892,895  shares of May &
Speh Common Stock (representing approximately 11% of the May & Speh Common Stock
outstanding  on the record  date) have agreed with Acxiom to vote such shares of
May & Speh  Common  Stock  in favor  of  approval  and  adoption  of the  Merger
Agreement.                                                                      

The attached Proxy Statement/Prospectus describes the proposed transactions 
more fully and includes other information about Acxiom and May & Speh. Please   
give this information your thoughtful attention.                                

  Your Board of Directors has carefully  reviewed and  considered  the terms and
conditions  of the  proposed  Merger.  In addition,  the Board of Directors  has
received  the opinion of its  financial  advisor,  Donaldson,  Lufkin & Jenrette
Securities  Corporation,  that as of the date of such opinion and based upon and
subject to the  assumptions,  limitations and  qualifications  set forth in such
opinion,  the  Exchange  Ratio  was fair from a  financial  point of view to the
holders of May & Speh Common Stock.                                             

  YOUR BOARD OF DIRECTORS  HAS  UNANIMOUSLY  APPROVED THE MERGER AND  RECOMMENDS
THAT YOU VOTE FOR APPROVAL AND ADOPTION OF THE MERGER AGREEMENT.                

  Whether or not you plan to attend the Special  Meeting,  please promptly mark,
sign, date and return your proxy in the envelope provided. If you plan to attend
the  Special  Meeting,  you may vote in person at that time even though you have
previously turned in your proxy card.                                           

              Sincerely,

                      /s/ Peter I. Mason
                  Peter I. Mason
                             Chairman, President & CEO

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MAY & SPEH, INC.  
1501 OPUS PLACE 
DOWNERS GROVE, IL 60615 

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS 

SEPTEMBER 17, 1998  
----------------  

  NOTICE IS HEREBY GIVEN that a special  meeting of  stockholders of MAY & SPEH,
INC., a Delaware  corporation ("May & Speh"), will be held at The Standard Club,
320 South Plymouth Court, Chicago, Illinois, on September 17, 1998 at           
9:00 A.M. (local time), for the following purposes:                             

    (1) To consider and vote upon a proposal to approve and adopt an Amended and
  Restated  Agreement  and Plan of Merger  dated as of May 26, 1998 (the "Merger
  Agreement") among Acxiom Corporation ("Acxiom"),  ACX Acquisition Co., Inc., a
  wholly owned subsidiary of Acxiom ("Sub"),  and May & Speh,  pursuant to which
  (i) Sub will be  merged  with and  into May & Speh and (ii)  each  outstanding
  share of common  stock,  par value $.01 per share  (other  than shares held by
  Acxiom or any subsidiary of Acxiom),  of May & Speh will be converted into the
  right to receive 0.8 of a share of common stock,  par value $.10 per share, of
Acxiom.                                                                     

    (2) To transact such other and further  business as may properly come before
the meeting or any postponement or adjournment thereof.                     

  Only  stockholders  of  record  of May & Speh  Common  Stock  at the  close of
business on July 31,  1998 are  entitled to notice of and to vote at the meeting
or any adjournment thereof.                                                     

 By Order of the Board of Directors,

                          /s/ Andy V. Jonusaitis
                      Andy V. Jonusaitis
                                       Vice President, General Counsel and
             Secretary

Downers Grove, Illinois                                                         
August 17, 1998                                                                 

  WHETHER  OR NOT YOU  PLAN TO  ATTEND  THE  MEETING,  PLEASE  SIGN AND DATE THE
ENCLOSED PROXY,  WHICH IS SOLICITED BY THE BOARD OF DIRECTORS OF MAY & SPEH, AND
RETURN IT TO MAY & SPEH IN THE PREADDRESSED  ENVELOPE PROVIDED FOR THAT PURPOSE.
ANY  STOCKHOLDER  MAY REVOKE HIS OR HER PROXY AT ANY TIME  BEFORE THE MEETING BY
WRITTEN NOTICE TO SUCH EFFECT,  BY SUBMITTING A  SUBSEQUENTLY  DATED PROXY OR BY
ATTENDING THE MEETING AND VOTING IN PERSON.                                     

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ACXIOM CORPORATION                                      MAY & SPEH, INC.        
301 INDUSTRIAL BOULEVARD                                1501 OPUS PLACE         
CONWAY, AR 72033                                        DOWNERS GROVE, IL 60515 

----------------  

ACXIOM CORPORATION  
AND 
MAY & SPEH, INC.  
JOINT PROXY STATEMENT/PROSPECTUS  

----------------  

ANNUAL MEETING OF STOCKHOLDERS OF 
ACXIOM CORPORATION  
TO BE HELD ON SEPTEMBER 17, 1998  

----------------  

SPECIAL MEETING OF STOCKHOLDERS OF  
MAY & SPEH, INC.  
TO BE HELD ON SEPTEMBER 17, 1998  

----------------  

ACXIOM CORPORATION PROSPECTUS 

----------------  

  This  Joint  Proxy  Statement/Prospectus  (the  "Proxy  Statement/Prospectus")
constitutes the Proxy Statement of Acxiom  Corporation  ("Acxiom") and the Proxy
Statement of May & Speh,  Inc. ("May & Speh") to be used in connection  with the
solicitation  of proxies from their  respective  stockholders in connection with
the proposed merger of ACX Acquisition Co., a wholly owned subsidiary of Acxiom,
with  and  into  May &  Speh  (the  "Merger").  Pursuant  to  the  Merger,  each
outstanding  share of common stock,  par value $.01 per share (other than shares
held by  Acxiom or any  subsidiary  of  Acxiom),  of May & Speh (the "May & Speh
Common  Stock")  will be  converted  into the right to receive 0.8 of a share of
common stock,  par value $.10 per share,  of Acxiom (the "Acxiom Common Stock").
On August 14,  1998 the high sale prices of Acxiom  Common  Stock and May & Speh
Common  Stock on the NASDAQ  National  Market  System  were $24.00 per share and
$18.625 per share, respectively,  and the low sale prices were $23.375 per share
and  $18.25  per  share,  respectively.  This  Proxy  Statement/Prospectus  also
constitutes  the Prospectus of Acxiom with respect to the Acxiom Common Stock to
be  issued in  connection  with the  Merger.  Acxiom  has  filed a  Registration
Statement on Form S-4 (the "Registration Statement") under the Securities Act of
1933, as amended, with the Securities and Exchange Commission (the "Commission")
covering a maximum of  31,100,000  shares of Acxiom Common Stock to be issued in
connection with the Merger.                                                     

  This Proxy  Statement/Prospectus  is first being mailed to the stockholders of
Acxiom and May & Speh on or about August 19, 1998.                              

  SEE "RISK  FACTORS"  BEGINNING ON PAGE 17 FOR A DISCUSSION OF CERTAIN  MATTERS
WHICH SHOULD BE  CONSIDERED  BY THE  STOCKHOLDERS  OF ACXIOM AND MAY & SPEH WITH
RESPECT TO THE MERGER.                                                          

----------------  

  THE SHARES OF ACXIOM COMMON STOCK TO BE ISSUED IN  CONNECTION  WITH THE MERGER
HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE  COMMISSION
OR  ANY  STATE  SECURITIES  COMMISSION  NOR  HAS  THE  SECURITIES  AND  EXCHANGE
COMMISSION  OR ANY STATE  SECURITIES  COMMISSION  PASSED  UPON THE  ACCURACY  OR
ADEQUACY OF THIS PROXY STATEMENT/PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.                                                          

The date of this Proxy Statement/Prospectus is August 17, 1998. 

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AVAILABLE INFORMATION 

  Acxiom  has  filed a  Registration  Statement  on Form S-4 (the  "Registration
Statement")  with the  Commission  under the  Securities Act of 1933, as amended
(the "Securities Act"). This Proxy Statement/Prospectus does not contain all the
information set forth in the Registration  Statement,  certain portions of which
are omitted in accordance with the Rules and Regulations of the Commission.  For
further  information  pertaining  to Acxiom and the Acxiom  Common Stock offered
hereby,  reference  is  made to the  Registration  Statement  and  the  exhibits
thereto,  which may be inspected without charge at the offices of the Commission
at 450 Fifth Street,  N.W.,  Washington,  D.C. 20549, and copies of which may be
obtained from the Commission at prescribed rates.                               

  In  addition,  each of Acxiom  and May & Speh is  subject  to the  information
requirements  of the Securities  Exchange Act of 1934, as amended (the "Exchange
Act") and, in accordance  therewith,  file reports,  proxy  statements and other
information  with the  Commission.  Such  reports,  proxy  statements  and other
information can be inspected and copies made at the public reference  facilities
of the Commission,  Room 1024, 450 Fifth Street, N.W.,  Washington,  D.C. 20549;
and at its regional offices located at 7 World Trade Center,  New York, New York
10048 and 500 W. Madison,  Suite 1400,  Chicago,  Illinois 60661. Copies of such
materials can be obtained from the public reference section of the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. In addition,
material  filed by Acxiom and May & Speh can be  inspected at the offices of the
National Association of Securities Dealers,  Inc. at 1735 K Street,  Washington,
D.C. 20006. The filings with the Commission of each of Acxiom and May & Speh are
also available to the public from commercial  document retrieval services and at
the web site maintained by the Commission at "http://www.sec.gov."              

INCORPORATION OF DOCUMENTS BY REFERENCE 

  THIS PROXY STATEMENT/PROSPECTUS  INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE
NOT PRESENTED HEREIN OR DELIVERED HEREWITH. COPIES OF THESE DOCUMENTS (EXCLUDING
EXHIBITS  UNLESS  EXHIBITS ARE  SPECIFICALLY  INCORPORATED BY REFERENCE INTO THE
INFORMATION  INCORPORATED  HEREIN) WILL BE PROVIDED  WITHOUT CHARGE,  ON ORAL OR
WRITTEN  REQUEST  BY ANY  PERSON  TO WHOM  THIS  PROXY  STATEMENT/PROSPECTUS  IS
DELIVERED,  FROM  (I)  ACXIOM,  301  INDUSTRIAL  BOULEVARD,  CONWAY,  AR  72033,
TELEPHONE NUMBER (501) 336-1000, ATTENTION:  CATHERINE L. HUGHES, IN THE CASE OF
DOCUMENTS RELATING TO ACXIOM OR (II) MAY & SPEH, 1501 OPUS PLACE, DOWNERS GROVE,
IL 60515, TELEPHONE NUMBER (630) 964-1501, ATTENTION: ANDY V. JONUSAITIS, IN THE
CASE OF DOCUMENTS  RELATING TO MAY & SPEH. IN ORDER TO ENSURE TIMELY DELIVERY OF
THE DOCUMENTS, ANY REQUEST SHOULD BE MADE BY SEPTEMBER 9, 1998.                 

  The  following  documents  filed with the  Commission  by Acxiom  (File No. 0-
13163) pursuant to the Exchange Act are incorporated by reference herein:       

    1. Annual  Report on Form 10-K for the fiscal year ended March 31, 1998 (the
  "Acxiom 10-K"),  as amended by the Annual Report on Form 10-K/A dated July 29,
1998 and the Annual Report on Form 10-K/A dated August 4, 1998.             

    2. Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 1998.

3. Current Report on Form 8-K dated June 4, 1998.                       

    4. The  description  of Acxiom capital stock  contained in the  Registration
  Statement  on Form  8-A of CCX  Network,  Inc.  (now  known as  Acxiom)  dated
February 4, 1985, and any amendments or updates filed thereto.              

    5. The description of Acxiom  Preferred  Stock Purchase Rights  contained in
  the  Registration  Statement on Form 8-A dated January 28, 1998, as amended by
Form 8-A/A dated June 4, 1998.                                              

  The following  documents  filed with the Commission by May & Speh (File No. 0-
27872) pursuant to the Exchange Act are incorporated by reference herein:       

    1. Annual  Report on Form 10-K for the fiscal year ended  September 30, 1997
(the "May & Speh 10-K").                                                    

ii  

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    2. Quarterly Reports on Form 10-Q for the fiscal quarters ended December 31,
1997, March 31, 1998 and June 30, 1998.                                     

3. Current Report on Form 8-K dated June 4, 1998.                       

    4.  Definitive  Proxy Statement on Schedule 14A dated as of January 28, 1998
and amended as of February 6, 1998.                                         

    5. The  description of May & Speh capital stock and preferred share purchase
  rights  contained  in the  Registration  Statement  on Form 8-A dated March 1,
1996.                                                                       

  The following  document filed with the Commission by May & Speh  (Registration
No.  333-46547)  pursuant to the  Securities  Act is  incorporated  by reference
herein:                                                                         

    1. The  financial  statements  of May & Speh  contained in pages F-1 through
  F-17 of May &  Speh's  Prospectus,  dated  March  20,  1998,  filed  with  the
Commission pursuant to Rule 424(b) of the Securities Act.                   

  All documents and reports  subsequently filed by Acxiom or May & Speh pursuant
to Sections 13(a),  13(c), 14 or 15(d) of the Exchange Act after the date hereof
and  prior to the  date of the 1998  Acxiom  annual  meeting  and the May & Speh
special  meeting shall be deemed to be  incorporated  by reference  herein,  and
shall be a part hereof from the date of filing of such documents.  Any statement
contained in a document  incorporated  or deemed to be incorporated by reference
herein, or contained in this Proxy  Statement/Prospectus,  shall be deemed to be
modified or superseded  for purposes of this Proxy  Statement/Prospectus  to the
extent that a statement  contained herein or in any subsequently  filed document
which also is deemed to be  incorporated  herein  modifies  or  supersedes  such
statement.  Any  statement  so  modified  or  superseded  shall not be deemed to
constitute a part of this Proxy  Statement/Prospectus,  except as so modified or
superseded.                                                                     

  NO  PERSON  HAS  BEEN   AUTHORIZED  TO  GIVE  ANY   INFORMATION  OR  MAKE  ANY
REPRESENTATION NOT CONTAINED IN THIS PROXY STATEMENT/PROSPECTUS AND, IF SO GIVEN
OR MADE, SUCH  INFORMATION OR  REPRESENTATION  MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED. THIS PROXY STATEMENT/PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO
SELL OR A  SOLICITATION  OF AN OFFER TO BUY ANY  SECURITIES  OTHER THAN THOSE TO
WHICH IT  RELATES OR AN OFFER TO SELL OR A  SOLICITATION  OF AN OFFER TO BUY ANY
SECURITIES  IN ANY  JURISDICTION  IN  WHICH,  OR TO ANY  PERSON  TO WHOM,  IT IS
UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.  NEITHER THE DELIVERY OF THIS PROXY
STATEMENT/PROSPECTUS  NOR THE SALE OF ANY SECURITIES  HEREUNDER SHALL IMPLY THAT
THE INFORMATION  CONTAINED HEREIN OR IN THE DOCUMENTS  INCORPORATED BY REFERENCE
HEREIN IS CORRECT AT ANY TIME SUBSEQUENT TO THE DATE HEREOF OR THEREOF.         

CAUTIONARY STATEMENT  

  When used in this Proxy  Statement/Prospectus with respect to Acxiom and May &
Speh,  the  words  "estimate,"   "project,"   "intend,"   "expect"  and  similar
expressions  are intended to identify  forward-looking  statements.  Readers are
cautioned not to place undue reliance on these forward-looking statements, which
speak only as of the date of this Proxy  Statement/Prospectus.  Such  statements
are subject to risks and uncertainties that could cause actual results to differ
materially from those contemplated in such  forward-looking  statements.  Acxiom
and May & Speh do not undertake any obligation to publicly release any revisions
to these forward-looking statements to reflect events or circumstances after the
date hereof or to reflect the occurrence of unanticipated events.               

iii 

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ACXIOM CORPORATION

MAY & SPEH, INC.

PROXY STATEMENT/PROSPECTUS

TABLE OF CONTENTS 

                                                                [Download Table]

                                                                           PAGE
                                                                           ----
                                                                               
AVAILABLE INFORMATION.....................................................  ii 
INCORPORATION OF DOCUMENTS BY REFERENCE...................................  ii 
CAUTIONARY STATEMENT...................................................... iii 
TABLE OF CONTENTS.........................................................  iv 
SUMMARY...................................................................   1 
General...................................................................   1 
The Companies.............................................................   1 
  Acxiom..................................................................   1 
  May & Speh..............................................................   2 
The Meetings..............................................................   2 
  The Acxiom Meeting......................................................   2 
  The May & Speh Meeting..................................................   2 
The Merger................................................................   3 
  General.................................................................   3 
  Effective Time of the Merger............................................   3 
  Exchange of May & Speh Stock Certificates...............................   3 
  Conditions to the Merger................................................   4 
  Antitrust Matters.......................................................   4 
  Interests of Certain Persons in the Merger..............................   4 
  Termination.............................................................   4 
  Reciprocal Stock Option Agreements; Termination Fees....................   4 
  Certain United States Federal Income Tax Consequences of the Merger.....   5 
  Accounting Treatment....................................................   5 
  Appraisal Rights........................................................   5 
  Recommendation of the Boards of Directors...............................   6 
  Opinions of Financial Advisors..........................................   6 
Comparative Stock Prices and Dividends....................................   7 
Risk Factors..............................................................   8 
Acxiom Corporation Selected Historical Financial Data.....................   9 
May & Speh, Inc. Selected Historical Financial Data.......................  10 
Acxiom Corporation and May & Speh, Inc. Selected Unaudited Pro Forma           
 Financial Information....................................................  11 
Comparative Per Share Data................................................  12 
INTRODUCTION..............................................................  14 
The Acxiom Meeting........................................................  14 
The May & Speh Meeting....................................................  15 
VOTING RIGHTS AND PROXIES.................................................  15 
RISK FACTORS..............................................................  17 
Additional Information Regarding Forward-Looking Statements...............  17 
Integration of the Business of Acxiom and May & Speh......................  17 
Fixed Exchange Ratio......................................................  17 
Competition...............................................................  18 
Risk of Data Center Failure...............................................  18 
Reliance on Significant Customers; Absence of Long-Term Contracts.........  18 

iv

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                                                                [Download Table]

                                                                           PAGE
                                                                           ----
                                                                               
Rapid Technological Change................................................  19 
Government Regulation; Privacy Issues.....................................  19 
Loss of Data and/or Customer Lists........................................  19 
Postal Rate Increases.....................................................  19 
Risk of Acquisition Strategy..............................................  20 
Intellectual Property Rights..............................................  20 
The Year 2000 Issue.......................................................  21 
THE MERGER................................................................  22 
Background of the Merger..................................................  22 
Recommendation of the Acxiom Board of Directors; Acxiom's Reasons for the      
 Merger...................................................................  24 
Opinion of Acxiom's Financial Advisor.....................................  25 
  Opinion of Stephens.....................................................  25 
  Historical Stock Price Analysis.........................................  27 
  Selected Comparable Company Trading Analysis............................  27 
  Selected Comparable Transaction Analysis................................  28 
  Discounted Cash Flow Analysis...........................................  28 
  Relative Valuation Analysis.............................................  28 
  Merger Consequences Analysis............................................  29 
Recommendation of the May & Speh Board of Directors; May & Speh's Reasons      
 for the Merger...........................................................  29 
Opinion of May & Speh's Financial Advisor.................................  31 
  Stock Price History.....................................................  32 
  Comparable Publicly Traded Company Analysis.............................  32 
  Comparable M&A Transaction Analysis.....................................  33 
  Comparable Premiums Paid Analysis.......................................  33 
  Contribution Analysis...................................................  34 
  Discounted Cash Flow Analysis...........................................  34 
Terms of the Merger.......................................................  35 
  Structure; Effective Time; Stockholder Approvals........................  35 
  Conversion of Shares....................................................  36 
  Exchange of Certificates................................................  36 
  No Fractional Securities................................................  36 
  Conversion of Employee Stock Options....................................  36 
  Certain Representations and Warranties..................................  37 
  Irrevocable Proxies.....................................................  37 
  Conduct of Business Pending the Merger..................................  38 
  Conditions to Consummation of the Merger................................  39 
  Acquisition Proposals...................................................  39 
  Termination.............................................................  40 
  Expenses; Termination Fees..............................................  41 
  General Provisions......................................................  41 
  Amendment and Waiver....................................................  41 
  By-Law Indemnification and Insurance....................................  42 
  Regulatory Approval.....................................................  42 
  Reciprocal Stock Option Agreements......................................  42 
Interests of Certain Persons in the Merger................................  42 
  Acxiom..................................................................  42 
  May & Speh..............................................................  43 
    May & Speh Options; Acceleration of Vesting...........................  43 
    Employment Agreements.................................................  44 
    Employee Benefits.....................................................  44 
    Indemnification; Insurance............................................  45 

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                                                                            PAGE
                                                                            ----
                                                                                
Certain United States Federal Income Tax Consequences of the Merger.......   45 
Accounting Treatment of the Merger........................................   46 
Percentage Ownership Interest of May & Speh Stockholders after the Merger.   46 
Appraisal Rights..........................................................   46 
Pro Forma Financial Information...........................................   47 
Comparative Rights of Stockholders........................................   55 
  Board of Directors......................................................   55 
  Removal of Directors....................................................   55 
  Vacancies...............................................................   55 
  Stockholder Action Without a Meeting....................................   55 
  Special Meetings of Stockholders........................................   56 
  Committees of Directors.................................................   56 
  Amendments to Charter...................................................   56 
  Amendments to By-Laws...................................................   57 
  Mergers and Other Fundamental Transactions..............................   57 
CERTAIN RELATED TRANSACTIONS BETWEEN ACXIOM AND MAY & SPEH................   58 
Reciprocal Option Agreements..............................................   58 
ELECTION OF ACXIOM DIRECTORS..............................................   61 
MANAGEMENT................................................................   62 
Directors and Director Nominees...........................................   62 
Acxiom Board of Directors' Meetings and Committees........................   64 
Executive Compensation....................................................   65 
  Cash and Other Compensation.............................................   65 
  Stock Option Exercises and Holdings.....................................   65 
  Compensation of Directors...............................................   66 
  Compensation Committee Interlocks and Insider Participation.............   66 
  Report of Compensation Committee........................................   66 
    Compensation Policies.................................................   66 
    Components of Compensation............................................   67 
    Mr. Morgan's Compensation.............................................   68 
    Omnibus Budget Reconciliation Act of 1993.............................   68 
ACXIOM'S PERFORMANCE......................................................   69 
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE...................   69 
CERTAIN TRANSACTIONS......................................................   70 
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF ACXIOM..   72 
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF MAY &         
 SPEH.....................................................................   74 
LEGAL MATTERS.............................................................   75 
EXPERTS...................................................................   75 
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS..........................   75 
STOCKHOLDER PROPOSALS FOR THE 1999 ANNUAL STOCKHOLDERS' MEETINGS..........   76 
Acxiom....................................................................   76 
May & Speh................................................................   76 

                                                                [Download Table]
                                                                             
Annex A  -- Amended and Restated Agreement and Plan of Merger, dated as      
            of May 26, 1998, by and among Acxiom Corporation, ACX            
            Acquisition Co., Inc., and May & Speh, Inc..................  A-1
Annex B  -- Stock Option Agreement, dated as of May 26, 1998, between        
            May & Speh, Inc., as Issuer and Acxiom Corporation, as           
            Grantee.....................................................  B-1
Annex C  -- Stock Option Agreement, dated as of May 26, 1998, between        
            Acxiom Corporation, as Issuer and May & Speh, Inc., as           
            Grantee.....................................................  C-1
Annex D  -- Opinion of Stephens Inc.....................................  D-1
Annex E  -- Opinion of Donaldson, Lufkin & Jenrette Securities               
            Corporation.................................................  E-1

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SUMMARY 

  The  following  is a  brief  summary  of  certain  information  contained,  or
incorporated by reference,  elsewhere in this Proxy  Statement/Prospectus.  This
summary is not intended to be complete and is qualified by reference to the more
detailed information appearing, or incorporated by reference,  elsewhere herein.
Stockholders  are urged to review the  entire  Proxy  Statement/Prospectus,  the
Annexes hereto and the documents incorporated herein by reference.              

GENERAL                                                                         

  This  Proxy  Statement/Prospectus  relates to the  solicitation  of proxies in
connection with the proposed merger (the "Merger") of ACX Acquisition  Co., Inc.
("Sub"),  a newly  formed,  wholly owned  subsidiary  of Acxiom  Corporation,  a
Delaware  corporation  ("Acxiom"),  with and into May & Speh,  Inc.,  a Delaware
corporation  ("May & Speh").  In addition,  this Proxy  Statement/Prospectus  is
furnished  in  connection  with the  solicitation  by the Board of  Directors of
Acxiom of proxies to be voted at the annual  meeting of  stockholders  of Acxiom
(the "Acxiom Meeting"). Upon effectiveness of the Merger, each outstanding share
of common  stock,  $0.01 par  value  per  share,  of May & Speh (the "May & Speh
Common  Stock")  will be  converted  into the right to receive 0.8 of a share of
common stock,  $0.10 par value per share, of Acxiom (the "Acxiom Common Stock").
The shares of Acxiom Common Stock to be issued in the Merger will be issued with
attached  rights issued  pursuant to the Rights  Agreement,  between  Acxiom and
First  Chicago  Trust  Company of New York,  dated as of January  28,  1998,  as
amended  by  Amendment  No. 1  thereto  dated as of May 26,  1998  (the  "Rights
Agreement").  As a result of the Merger,  May & Speh will become a wholly  owned
subsidiary of Acxiom.                                                           

  The Merger will be effected pursuant to the Amended and Restated Agreement and
Plan of Merger, dated as of May 26, 1998 (the "Merger Agreement"),  by and among
Acxiom,  Sub and May & Speh, a copy of which is attached  hereto as Annex A. See
"THE MERGER."                                                                   

THE COMPANIES                                                                   

  Acxiom. Acxiom is in the business of data delivery and information integration
and management for customers in the United States and the United  Kingdom,  and,
to a smaller  extent,  Europe,  Canada and Malaysia.  While in the past Acxiom's
business  was  focused  upon  the  provision  of  data  processing  and  related
computer-based  services,  mainly to direct  marketing  organizations,  Acxiom's
business has expanded in recent years beyond the direct marketing industry.  For
some  of  its  major  customers  Acxiom  provides  assistance  in  the  form  of
information/database  management, data center management and/or the provision of
data,  the  primary  purpose of which may be for  activities  other than  direct
marketing. For example,  Acxiom's largest customer,  Allstate Insurance Company,
uses  Acxiom's  information  management  services  and data for the  purpose  of
underwriting   insurance.   Acxiom's  second  largest   customer,   Trans  Union
Corporation, one of the three major credit bureaus in the U.S., has, among other
things, outsourced the operation of its data center to Acxiom.                  

  In the  direct  marketing  area  Acxiom  is one of the  leading  providers  of
computer-based  marketing information services and marketing data. Acxiom offers
a broad range of services and data to direct  marketers and to other  businesses
which  utilize  direct  marketing  techniques  such as direct mail  advertising,
database  marketing  and the  mining  of data  warehouses.  Acxiom  assists  its
customers with the marketing process,  including project design,  list brokering
and management,  list cleaning,  list  enhancement,  list  production,  database
creation and management, and fulfillment and consumer response analysis.        

  Acxiom was originally incorporated in 1969 as Demographics,  Inc., an Arkansas
corporation which later became known as Conway Communication  Exchange,  Inc. In
connection with its initial public offering in 1983,  Acxiom was  reincorporated
in  Delaware as CCX  Network,  Inc. In 1988,  the name  Acxiom  Corporation  was
adopted.  Acxiom  is  headquartered  in  Conway,  Arkansas,  and has  additional
operations in twenty-four  states, the District of Columbia,  Canada, the United
Kingdom,  the  Netherlands,  France and Malaysia.  Acxiom employs  approximately
3,600 employees worldwide.                                                      

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 Acxiom's principal executive offices are located at 301 Industrial Boulevard,
Conway, Arkansas, 72033, and its telephone number is (501) 336-1000. Acxiom's   
internet address is http://www.acxiom.com.                                      

  May & Speh. May & Speh provides computer-based information management services
with  a  focus  on  direct  marketing  and  information  technology  outsourcing
services.  May & Speh's direct  marketing  services help companies  execute more
profitable  direct  marketing  and customer  management  programs.  May & Speh's
services include strategic analysis and strategy management; systems consulting,
custom data warehouse and datamart design, build, implementation and management;
statistical  (predictive)  modeling and  analysis;  and list  processing.  May &
Speh's  information   technology  outsourcing  services  support  multi-platform
processing  and  network  management  for  clients  seeking to  outsource  their
information technology operations. May & Speh's direct marketing and information
technology outsourcing services are synergistic and allow May & Speh to leverage
its investment in technical personnel and its  state-of-the-art  data processing
facilities  as well as its core  competencies  in  customized  software  systems
development,  large  database  management,  high speed data  processing and data
center  management.  May & Speh's open  architecture and multiple  platform data
facilities provide its clients with superior processing flexibility and speed.  

  May & Speh's  principal  executive  offices  are  located at 1501 Opus  Place,
Downers Grove, Illinois, 60515, and its telephone number is (630) 964-1501.     

THE MEETINGS                                                                    

  The Acxiom Meeting.  The Acxiom Meeting will be held on September 17, 1998, at
10:00 A.M. (local time) at Acxiom's  headquarters  at 301 Industrial  Boulevard,
Conway,  Arkansas. At the Acxiom Meeting, holders of Acxiom Common Stock will be
asked to consider and vote upon (i) the issuance of up to  31,100,000  shares of
Acxiom Common Stock pursuant to the Merger  Agreement  (the "Merger  Proposal");
and (ii) the election of three  directors  (the  "Directors")  as members of the
Board of Directors  to serve until the 2001 annual  meeting of  stockholders  or
until their respective successors are duly elected and qualified.               

  Only holders of record of Acxiom Common Stock at the close of business on July
31, 1998 (the "Acxiom Record Date") are entitled to notice of and to vote at the
Acxiom  Meeting.  Holders of record of Acxiom  Common  Stock are entitled to one
vote per share on any matter that may properly  come before the Acxiom  Meeting.
The  presence,  in person or by proxy,  of the holders of at least a majority of
the  voting  power  entitled  to vote at the  Acxiom  Meeting  is  necessary  to
constitute a quorum.  The affirmative  vote of a majority of the voting power of
the shares of Acxiom  Common  Stock  present in person or by proxy at the Acxiom
Meeting is  required  to approve  the Merger  Proposal.  See  "INTRODUCTION--The
Acxiom Meeting" and "VOTING RIGHTS AND PROXIES."                                

  Stockholders  of Acxiom  holding an aggregate  of  8,037,425  shares of Acxiom
Common  Stock  (representing  approximately  15%  of  the  Acxiom  Common  Stock
outstanding  as of the Acxiom Record Date) have granted  irrevocable  proxies to
May & Speh pursuant to which such  stockholders  have agreed to vote in favor of
the Merger Proposal. See "THE MERGER--Terms of the Merger--Irrevocable Proxies."

  As of the Acxiom Record Date,  directors and executive  officers of Acxiom and
their  affiliates  owned an aggregate of 8,465,107 shares of Acxiom Common Stock
(approximately 16% of the shares of Acxiom Common Stock then outstanding).  Such
individuals have advised Acxiom that they intend to vote such shares in favor of
the Merger Proposal and the election of the Directors.                          

  The May & Speh Meeting.  A special  meeting of stockholders of May & Speh (the
"May & Speh  Meeting,"  together  with the Acxiom  Meeting,  the  "Stockholders'
Meetings"),  will be held on September 17, 1998, at 9:00 A.M.  (local time),  at
The Standard Club, 320 South Plymouth  Court,  Chicago,  Illinois.  At the May &
Speh  Meeting,  holders of May & Speh Common Stock will be asked to consider and
vote upon a proposal to approve and adopt the Merger Agreement.                 

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  Only  holders of record of May & Speh Common Stock at the close of business on
July 31,  1998 (the "May & Speh Record  Date") are  entitled to notice of and to
vote at the May & Speh Meeting.  Holders of record on the May & Speh Record Date
are entitled to one vote per share on any matter that may  properly  come before
the May & Speh Meeting. The presence, in person or by proxy, of the holders of a
majority  of the  May & Speh  Common  Stock  entitled  to vote at the May & Speh
Meeting is necessary to constitute a quorum. The affirmative vote of the holders
of a majority of the outstanding  shares of May & Speh Common Stock is necessary
to approve and adopt the Merger  Agreement.  See  "INTRODUCTION--The  May & Speh
Meeting."                                                                       

  Lawrence J. Speh,  Albert J. Speh,  Jr., and certain  trusts of which  Messrs.
Speh and Speh are trustees, that hold in the aggregate 2,892,895 shares of May &
Speh Common Stock, representing approximately 11% of the May & Speh Common Stock
outstanding as of the May & Speh Record Date, have granted  irrevocable  proxies
to Acxiom  pursuant to which such  stockholders  have agreed to vote in favor of
the approval and adoption of the Merger  Agreement.  See "THE MERGER--  Terms of
the Merger--Irrevocable Proxies."                                               

  In addition,  as of the May & Speh Record Date, directors (other than Lawrence
T.  Speh  and  Albert  J.  Speh,  Jr.)  and  executive  officers  of  May & Speh
collectively,  owned an aggregate  of 617,084  shares of May & Speh Common Stock
(representing  approximately  2.4% of the shares of May & Speh Common Stock then
outstanding).  Each of such  directors and executive  officers of May & Speh has
advised  May & Speh that he or she  intends to vote such  shares in favor of the
approval and adoption of the Merger Agreement.                                  

THE MERGER                                                                      

  General.  Pursuant to the Merger  Agreement,  Sub will be merged with and into
May & Speh.  As a result of the Merger,  May & Speh will  become a wholly  owned
subsidiary of Acxiom and each outstanding  share of May & Speh Common Stock will
be  converted  into the right to receive 0.8 of a share of Acxiom  Common  Stock
(the "Exchange Ratio").  The Exchange Ratio is fixed in the Merger Agreement and
will not be  adjusted  as a result  of any  fluctuation  in the  price of either
Acxiom Common Stock or May & Speh Common Stock. The price of Acxiom Common Stock
may be different at the Effective  Time from its price at the date of this Proxy
Statement/Prospectus  and at the date of the May & Speh Meeting. There can be no
assurance  that the price of Acxiom  Common  Stock on the date of the May & Speh
Meeting will be indicative of its price at the Effective Time. Cash will be paid
in lieu of any fractional  share of Acxiom Common Stock in an amount  determined
by  multiplying  any such  fraction by the closing  sale price of Acxiom  Common
Stock on the NASDAQ  National  Market on the day of the Effective Time. See "THE
MERGER--Terms of the Merger--No Fractional  Securities." The terms of the Merger
Agreement are more fully described in "THE MERGER--Terms of the Merger."        

  Effective  Time of the Merger.  The Merger will be consummated at the time and
on the date that a certificate of merger (the  "Certificate of Merger") is filed
with the  Delaware  Secretary of State or such later time as is specified in the
Certificate of Merger (the "Effective Time"). It is presently  contemplated that
the  Effective  Time  will  occur as soon as  practicable  after  the  requisite
approvals of the  stockholders  of Acxiom and May & Speh have been  obtained and
other  conditions  specified in the Merger  Agreement  are  satisfied.  See "THE
MERGER--Terms of the Merger--Structure; Effective Time; Stockholder Approvals." 

  Exchange of May & Speh Stock  Certificates.  As soon as practicable  after the
Effective Time, instructions with regard to the surrender of stock certificates,
together  with a letter  of  transmittal  to be used for this  purpose,  will be
furnished  to all May & Speh  stockholders  for use in  exchanging  their  stock
certificates  for the Acxiom  Common Stock they will be entitled to receive as a
result of the Merger.  STOCKHOLDERS  OF MAY & SPEH SHOULD NOT SUBMIT THEIR STOCK
CERTIFICATES FOR EXCHANGE UNTIL SUCH  INSTRUCTIONS AND LETTER OF TRANSMITTAL ARE
RECEIVED.  See "THE  MERGER--Terms  of the  Merger--Conversion  of  Shares"  and
"--Exchange of Certificates."                                                   

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  Conditions to the Merger.  In addition to the approval by the  stockholders of
May & Speh and Acxiom,  the  obligations of the parties to consummate the Merger
are subject to the satisfaction of certain  conditions,  including,  among other
things, the Registration  Statement having become effective under the Securities
Act;  the  applicable  waiting  period  under  the  Hart-Scott-Rodino  Antitrust
Improvement Act of 1976, as amended,  and the rules and  regulations  thereunder
(the "HSR Act"), having expired or been terminated; the receipt by each of May &
Speh and Acxiom of certain required consents from third parties and governmental
instrumentalities in addition to pursuant to the HSR Act; the receipt by each of
May & Speh and  Acxiom of legal  opinions  to the effect  that the  Merger  will
qualify as a tax-free reorganization; the receipt by each of Acxiom, Sub and May
& Speh of a letter  from KPMG Peat  Marwick  LLP  stating  that the Merger  will
qualify as a pooling  of  interests  transaction;  and the  requirement  that no
injunction  or other order has been issued and is in effect that  prohibits  the
consummation of the Merger. See "THE MERGER--Terms of the  Merger--Conditions to
Consummation of the Merger."                                                    

  Antitrust  Matters.  The Merger is subject to the requirements of the HSR Act,
which provides that certain acquisition  transactions (including the Merger) may
not be consummated until certain information has been furnished to the Antitrust
Division of the Department of Justice (the "Antitrust Division") and the Federal
Trade Commission (the "FTC") and unless certain waiting period  requirements are
met. On June 30, 1998, the Notification and Report Forms for the Merger required
pursuant  to the HSR Act were filed by both  Acxiom and May & Speh.  The HSR Act
waiting  period  expired  with  respect to the Merger on July 30,  1998  without
Acxiom  or  May &  Speh  receiving  a  request  for  additional  information  or
documentary  material  from  the  Antitrust  Division  or the FTC  prior to such
expiration. See "THE MERGER--Terms of the Merger--Regulatory  Approval" and "THE
MERGER--Terms of the Merger--Conditions to Consummation of the Merger."         

  Interests of Certain Persons in the Merger. In considering the  recommendation
of the May & Speh Board of Directors  with respect to the Merger  Agreement  and
the  transactions  contemplated  thereby,  stockholders  of May & Speh should be
aware  that  certain  members of the  management  of May & Speh and the Board of
Directors  of May & Speh  have  certain  interests  in the  Merger  that  are in
addition to the  interests of  stockholders  of May & Speh  generally.  See "THE
MERGER--Interests of Certain Persons in the Merger."                            

  Termination.  The Merger  Agreement may be terminated at any time prior to the
Effective  Time by the mutual  consent of Acxiom and May & Speh and by either of
them individually under certain specified circumstances, including if the Merger
has not been consummated on or before December 31, 1998. See "THE  MERGER--Terms
of the Merger--Termination."                                                    

  Reciprocal  Stock Option  Agreements;  Termination  Fees.  As an inducement to
Acxiom  to  enter  into the  Merger  Agreement,  pursuant  to the  stock  option
agreement,  dated as of May 26, 1998, between May & Speh and Acxiom (the "Acxiom
Option Agreement"), May & Speh granted Acxiom an option (the "Acxiom Option") to
purchase  from May & Speh at any one time up to 19.9%  of the  total  number  of
shares of May & Speh Common Stock issued and  outstanding  immediately  prior to
the grant of the Acxiom Option,  subject to certain adjustments,  at an exercise
price of $14.96 per share, subject to the terms and conditions set forth therein
(the  "Acxiom  Option  Purchase  Price").  The closing  sale price of May & Speh
Common Stock on the last trading day preceding the announcement of the execution
of the Merger  Agreement  was $17.00 per share.  Acxiom may  exercise the Acxiom
Option only upon the  occurrence of certain  events (none of which has occurred)
generally  relating  to an  attempt  by a third  party  to  acquire  all of or a
significant  interest in May & Speh. The Acxiom Option  Agreement gives Acxiom a
right to receive cash upon  exercise of the Acxiom  Option in an amount equal to
the  difference  between (i) the average  closing price of the shares subject to
the Acxiom  Option  during a ten day period prior to the closing of the exercise
and (ii) the Acxiom Option Purchase Price,  except that May & Speh's  obligation
to pay such cash  amount  is  limited  to a maximum  of $2.00 per share for each
share exercised  subject to the Acxiom Option.  The Acxiom Option Agreement also
provides May & Speh with an option to repurchase  any shares  acquired by Acxiom
pursuant to an exercise  of the Acxiom  Option at a purchase  per share equal to
the Acxiom Option Purchase Price plus $2.00.                                    

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  As an inducement to May & Speh to enter into the Merger Agreement, pursuant to
the stock option  agreement,  dated as of May 26,  1998,  between May & Speh and
Acxiom (the "May & Speh Option  Agreement"  and together  with the Acxiom Option
Agreement,  the "Option  Agreements"),  Acxiom granted May & Speh an option (the
"May & Speh  Option") to purchase from Acxiom at any one time up to 19.9% of the
total number of shares of Acxiom Common Stock issued and outstanding immediately
prior to the grant of the May & Speh Option, subject to certain adjustments,  at
an exercise  price of $23.55 per share,  subject to the terms and conditions set
forth therein (the "May & Speh Option Purchase  Price").  The closing sale price
of Acxiom Common Stock on the last trading day preceding the announcement of the
execution  of the  Merger  Agreement  was  $21.8125  per  share.  May & Speh may
exercise the May & Speh Option only upon the  occurrence of certain events (none
of which has  occurred)  generally  relating  to an attempt by a third  party to
acquire  all of or a  significant  interest  in  Acxiom.  The May & Speh  Option
Agreement  gives May & Speh a right to receive  cash upon  exercise of the May &
Speh Option in an amount equal to the difference between (i) the average closing
price of the  shares  subject to the May & Speh  Option  during a ten day period
prior to the closing of the  exercise  and (ii) the May & Speh  Option  Purchase
Price,  except that Acxiom's  obligation to pay such cash amount is limited to a
maximum  of $1.00 per share for each share  exercised  subject to the May & Speh
Option.  The May & Speh Option  Agreement also provides Acxiom with an option to
repurchase any shares  acquired by May & Speh pursuant to an exercise of the May
& Speh Option at a purchase  per share  equal to the May & Speh Option  Purchase
Price  plus  $1.00.  See  "CERTAIN  RELATED  TRANSACTIONS--   Reciprocal  Option
Agreements."                                                                    

  The Acxiom Option  Agreement and the May & Speh Option  Agreement are attached
as Annex B and Annex C, respectively, to this Proxy Statement/Prospectus and are
incorporated herein by reference.                                               

  The Merger Agreement provides for the payment of fees (the "Termination Fees")
in the amount of $20 million and  reimbursement  of expenses up to $2.5  million
following a termination of the Merger Agreement under certain circumstances. See
"THE MERGER--Terms of the Merger--Expenses; Termination Fees."                  

  Certain United States Federal Income Tax  Consequences of the Merger.  It is a
condition to the  consummation  of the Merger that May & Speh receive an opinion
from its tax counsel,  Winston & Strawn, and that Acxiom receive an opinion from
its tax counsel,  Skadden,  Arps, Slate, Meagher & Flom LLP, to the effect that,
based upon  certain  facts,  representations  and  assumptions,  the Merger will
constitute a reorganization within the meaning of Section 368(a) of the Internal
Revenue Code of 1986, as amended (the "Code").  The issuance of such opinions is
conditioned on, among other things, such tax counsel's receipt of representation
letters  from each of May & Speh,  Acxiom  and Sub,  in each  case,  in form and
substance  reasonably  satisfactory to each such tax counsel. No ruling has been
(or will be) sought from the Internal  Revenue  Service (the "IRS") with respect
to the Merger.  Assuming  the Merger  constitutes  a  reorganization  within the
meaning of Section  368(a) of the Code, no gain or loss will be  recognized  for
United States  federal income tax purposes by holders of May & Speh Common Stock
who exchange  their common stock for Acxiom Common Stock  pursuant to the Merger
(except with  respect to cash  received by holders of May & Speh Common Stock in
lieu of fractional  shares of Acxiom  Common  Stock).  See "THE  MERGER--Certain
United States Federal Income Tax  Consequences of the Merger."  Holders of May &
Speh Common Stock are urged to consult their tax advisors as to the specific tax
consequences to them of the Merger.                                             

  Accounting Treatment.  Both Acxiom and May & Speh believe that the Merger will
qualify  as a pooling  of  interests  for  accounting  and  financial  reporting
purposes  and have  been so  advised  by  their  respective  independent  public
accountants.  Consummation of the Merger is conditioned upon the receipt by each
of Acxiom,  Sub and May & Speh of a letter from KPMG Peat Marwick LLP,  Acxiom's
independent public accountants, stating that the Merger will qualify for pooling
of interests accounting treatment. See "THE MERGER--Accounting  Treatment of the
Merger" and "THE MERGER--Terms of the  Merger--Conditions to Consummation of the
Merger."                                                                        

Appraisal Rights. Under the Delaware General Corporation law (the "DGCL"),  
the holders of May & Speh Common Stock are not entitled to appraisal or         
dissenter's rights in connection with the approval of                           

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the Merger Agreement and the transactions contemplated thereby. The transactions
contemplated by the Merger Agreement and the issuance of the Acxiom Common Stock
contemplated  thereby do not give rise to any appraisal or dissenters' rights to
holders of Acxiom Common Stock.                                                 

  Recommendation of the Boards of Directors. The Board of Directors of Acxiom by
unanimous  vote of those  present  at the  meeting  of the  Board  of  Directors
approved the Merger Agreement and recommends that Acxiom  stockholders  vote FOR
the  Merger  Proposal.  The  Board of  Directors  of May & Speh has  unanimously
approved the Merger Agreement and unanimously recommends a vote FOR approval and
adoption of the Merger Agreement by the stockholders of May & Speh.             

  For a  discussion  of the  factors  considered  by the  respective  Boards  of
Directors in reaching their decisions,  see "THE  MERGER--Recommendation  of the
Acxiom  Board  of   Directors;   Reasons  for  the  Merger"  and  "THE  MERGER--
Recommendation of May & Speh Board of Directors; Reasons for the Merger."       

  Opinions of Financial Advisors.  Stephens Inc. ("Stephens") delivered its oral
and written  opinion to the Acxiom Board of  Directors  on May 26, 1998,  to the
effect  that as of such date and subject to the  assumptions  made and limits in
review specified therein,  the Exchange Ratio was fair from a financial point of
view to Acxiom.  Stephens  subsequently  confirmed such opinion by delivering to
the Acxiom  Board of  Directors a written  opinion  dated the date of this Proxy
Statement/Prospectus  to the effect that,  subject to the  assumptions  made and
limits in review specified therein,  the Exchange Ratio is fair from a financial
point of view to Acxiom and to the holders of Acxiom  Common  Stock.  Donaldson,
Lufkin & Jenrette Securities  Corporation ("DLJ") has rendered a written opinion
to the May & Speh Board of Directors dated May 26, 1998 (the "DLJ Opinion"),  to
the effect that, as of such date and based upon and subject to the  assumptions,
limitations and  qualifications  set forth therein,  the Exchange Ratio was fair
from a financial point of view to the holders of May & Speh Common Stock.       

  Copies of the full texts of the written opinions of Stephens and DLJ which set
forth the assumptions made,  procedures followed,  matters considered and limits
of their respective reviews are attached to this Proxy  Statement/Prospectus  as
Annex D and Annex E, respectively and should be read in their entirety. See "THE
MERGER--Opinion of Acxiom's Financial Advisor" and "THE MERGER--Opinion of May &
Speh's Financial Advisor."                                                      

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COMPARATIVE STOCK PRICES AND DIVIDENDS                                          

  Acxiom Common Stock is traded on the NASDAQ  National  Market System under the
symbol "ACXM." May & Speh Common Stock is traded on the NASDAQ  National  Market
System under the symbol "SPEH."                                                 

  The following table sets forth, for the calendar quarters indicated,  the high
and low sale prices per share of Acxiom Common Stock and May & Speh Common Stock
as reported by the NASDAQ  National  Market System.  Acxiom data are restated to
reflect  2 for 1 stock  splits  in  fiscal  1995 and  1997.  May & Speh data are
presented for periods following its initial public offering in March 1996.      

                                                                [Download Table]

                                              ACXIOM          MAY & SPEH   
                                         COMMON STOCK ($)  COMMON STOCK ($)
                                         ----------------- ----------------
                                           HIGH     LOW     HIGH     LOW   
                                         -------- -------- ------- --------
                                                                           
1995                                                                       
First Quarter...........................  9       6 13/16    --      --    
Second Quarter.......................... 12 5/8   8 1/8      --      --    
Third Quarter........................... 14 1/8   11 3/8     --      --    
Fourth Quarter.......................... 15 7/8   13         --      --    
1996                                                                       
First Quarter........................... 14       11 1/4   12      10 15/16
Second Quarter.......................... 17 5/8   11 15/16 16 1/2  13 3/4  
Third Quarter........................... 20 5/8   15 7/8   21 1/2  13 3/4  
Fourth Quarter.......................... 25       18 5/8   20 1/2  11 1/4  
1997                                                                       
First Quarter........................... 24       14 3/8   14 1/4   7 1/2  
Second Quarter.......................... 20 5/8   11 1/8   13 5/8   7 3/8  
Third Quarter........................... 21 1/8   17 1/8   15 1/8  11 3/4  
Fourth Quarter.......................... 19 1/4   14 1/8   16      11 1/4  
1998                                                                       
First Quarter........................... 25 15/16 16 7/8   15 1/8  10 3/4  
Second Quarter.......................... 25 15/16 19 5/8   19 7/8  13 1/2  
Third Quarter                                                              
(through August 14, 1998)............... 28 1/4   22       22 7/16 17 7/16 

  Acxiom has never paid  dividends on Acxiom  Common  Stock.  Acxiom's  Board of
Directors  currently  intends to retain earnings for the further  development of
Acxiom's  business  and,  therefore,  does not intend to pay cash  dividends  on
Acxiom  Common  Stock in the  foreseeable  future.  May & Speh has not paid cash
dividends on May & Speh Common Stock since its initial public  offering in March
1996.                                                                           

  Pursuant  to the  Merger  Agreement,  each of Acxiom  and May & Speh and their
respective  subsidiaries  have  agreed  not to  declare,  set  aside  or pay any
dividend or other  distribution  in cash,  stock or other  property prior to the
Effective Time.                                                                 

  On May 26,  1998 the high sale  prices of Acxiom  Common  Stock and May & Speh
Common  Stock on the NASDAQ  National  Market  System  were $22.50 per share and
$17.375 per share, respectively,  and the low sale prices were $21.625 per share
and $15.125 per share,  respectively.  The reported closing sale price of Acxiom
Common Stock on the NASDAQ National Market System on May 26, 1998, the last full
day of  trading  for  Acxiom  Common  Stock  prior  to the  announcement  of the
execution of the Merger Agreement,  was $21.8125 per share. The reported closing
sale price of May & Speh Common Stock on the NASDAQ National Market             

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System on such date was $17.00  per  share.  On an  equivalent  per share  basis
calculated by multiplying  the closing sale price in Acxiom Common Stock on that
day by 0.8, the exchange ratio set forth in the Merger  Agreement,  the value of
Acxiom  Common  Stock to be received  by holders of May & Speh Common  Stock was
$17.45 per share of May & Speh Common Stock.                                    

  On August 14, 1998, the last full day of trading prior to the printing of this
Joint Proxy  Statement/Prospectus,  the  reported  closing sale prices of Acxiom
Common Stock and May & Speh Common Stock in the NASDAQ  National  Market  System
were $23.375 per share and $18.50 per share  respectively.  On an equivalent per
share basis  calculated by  multiplying  the closing sale price of Acxiom Common
Stock on that day by 0.8, the Exchange  Ratio,  the value of Acxiom Common Stock
to be received by holders of May & Speh Common Stock was $18.70 per share of May
& Speh Common Stock.                                                            

  No assurance can be given as to the market price of Acxiom Common Stock at the
Effective  Time.  Because the  Exchange  Ratio is fixed,  and because the market
price of Acxiom Common Stock is subject to fluctuation,  the market value of the
shares of Acxiom  Common  Stock  that  holders of May & Speh  Common  Stock will
receive at the Effective  Time may vary  significantly  from the market value of
the shares of Acxiom  Common Stock that holders of May & Speh Common Stock would
have received if the Merger were consummated on the date of the Merger Agreement
or the date of this Proxy Statement/Prospectus. STOCKHOLDERS ARE URGED TO OBTAIN
CURRENT MARKET QUOTATIONS.                                                      

  Holders  of May & Speh  Common  Stock may  obtain  information  regarding  the
current  trading price per share of the Acxiom Common Stock by calling D.F. King
& Co., Inc., the proxy solicitor, at the following toll-free number:  1-800-549-
6697.                                                                           

RISK FACTORS                                                                    

Certain factors should be considered in evaluating the Merger and the       
ownership of the Acxiom Common Stock to be issued in the Merger. See "RISK      
FACTORS."                                                                       

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ACXIOM CORPORATION

SELECTED HISTORICAL FINANCIAL DATA
(IN THOUSANDS, EXCEPT PER SHARE DATA) 

  The following table sets forth selected  historical  financial data of Acxiom.
The selected  historical  financial data for the five years ended March 31, 1998
are derived from the audited  consolidated  financial  statements of Acxiom. The
historical  financial data for the three months ended June 30, 1998 and 1997 are
derived from unaudited condensed consolidated financial statements of Acxiom and
have been prepared on the same basis as the historical  information derived from
audited  consolidated  financial  statements  and, in the opinion of management,
contain all adjustments consisting only of normal recurring accruals,  necessary
for the fair  presentation  of the results of operations  for such periods.  The
data should be read in conjunction  with the consolidated  financial  statements
and  related   notes  of  Acxiom   incorporated   by  reference  in  this  Proxy
Statement/Prospectus.                                                           

                                                                [Download Table]

                                                                  THREE MONTHS  
                       FOR THE FISCAL YEARS ENDED MARCH 31,      ENDED JUNE 30, 
                  -------------------------------------------- -----------------
                    1994     1995     1996     1997     1998     1997     1998  
                  -------- -------- -------- -------- -------- -------- --------
                                                                                
STATEMENT OF                                                                    
 EARNINGS DATA (1)                                                              
Revenue.........  $151,669 $202,448 $269,902 $402,016 $465,065 $100,327 $128,608
Net earnings....     8,397   12,405   18,223   27,512   35,597    5,313    7,291
Basic earnings                                                                  
 per share (2)..       .20      .29      .39      .54      .68      .10      .14
Diluted earnings                                                                
 per share                                                                      
 (2)(3).........       .19      .27      .35      .47      .60      .09      .12
Shares used in                                                                  
 computing                                                                      
 earnings per                                                                   
 share (4):                                                                     
Basic...........    41,914   43,337   47,057   51,172   52,044   51,709   52,430
Diluted.........    43,680   45,886   52,078   59,143   59,687   59,193   60,548

                                                                [Download Table]

                                            MARCH 31,                           
                           -------------------------------------------- JUNE 30,
                             1994     1995     1996     1997     1998     1998  
                           -------- -------- -------- -------- -------- --------
                                                                                
BALANCE SHEET DATA (1)                                                          
Total assets.............  $123,378 $148,170 $194,049 $299,668 $394,310 $433,755
Long-term debt, excluding                                                       
 current installments....    34,992   18,219   26,885   87,120   99,917  137,161
Redeemable common stock..     7,692      --       --       --       --       -- 
Stockholders' equity.....    61,896   97,177  122,741  156,097  200,128  209,314

--------                                                                        
(1) On April 1, 1996,  Acxiom  acquired  all of the assets of Direct  Media/DMI,
  Inc. ("DMI") for $25 million and the assumption of certain liabilities of DMI.
  The results of operations of DMI are included in the  consolidated  results of
operations from the date of its acquisition.                                
(2) Per share data are  restated to reflect 2 for 1 stock  splits in fiscal 1995
and 1997.                                                                   
(3) Includes  the impact of the  addition  of $445 to net  earnings  relating to
  interest  expense,  net of tax,  and the  related  share  effect,  relating to
  Acxiom's  convertible  debt in fiscal 1997 and 1998 ($111 for the three months
ended June 30, 1997 and 1998).                                              
(4) Acxiom  adopted  Statement of Financial  Accounting  Standards No. 128 ("FAS
  128"),  Earnings Per Share  during the quarter  ended  December 31, 1997.  All
  prior period  earnings  per share data have been  restated to conform with the
provisions of this statement.                                               

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MAY & SPEH, INC.
SELECTED HISTORICAL FINANCIAL DATA
(IN THOUSANDS, EXCEPT PER SHARE DATA) 

  The following  table sets forth  selected  historical  financial data of May &
Speh. The selected historical  financial data for the five years ended September
30, 1997 are derived from the audited consolidated financial statements of May &
Speh. The historical  financial data for the nine months ended June 30, 1998 and
1997 are derived from unaudited financial statements of May & Speh and have been
prepared on the same basis as the  historical  information  derived from audited
financial statements and, in the opinion of management, contain all adjustments,
consisting  only  of  normal   recurring   accruals,   necessary  for  the  fair
presentation  of the results of operations for such periods.  The data should be
read in conjunction with the consolidated financial statements and related notes
of May & Speh incorporated by reference in this Proxy Statement/Prospectus.     

                                                                [Download Table]

                                                               NINE MONTHS ENDED
                   FOR THE FISCAL YEARS ENDED SEPTEMBER 30,         JUNE 30,    
               ---------------------------------------------- ------------------
                 1993     1994     1995     1996      1997      1997     1998   
               -------- -------- -------- --------- --------- -------- ---------
                                                                                
STATEMENT OF                                                                    
 EARNINGS DATA                                                                  
Revenue....... $ 41,792 $ 51,667 $ 61,641 $  77,223 $  92,457 $ 66,547 $  84,620
Net earnings...   3,406    5,838    7,861    10,224    11,716    7,873  8,314(2)
Basic earnings                                                                  
 per share (1)..    .15      .26      .38       .45       .47      .31       .33
Diluted earnings                                                                
 per share (1)..    .15      .26      .38       .43       .45      .30       .31
Shares used in                                                                  
 computing                                                                      
 earnings per                                                                   
 share (3):                                                                     
Basic..........  22,917   22,110   20,426    22,634    25,029   25,001    25,568
Diluted........  22,917   22,110   20,611    23,653    26,179   26,042    26,801

                                   SEPTEMBER 30,                                
                 -------------------------------------------------     JUNE 30, 
                   1993     1994     1995     1996         1997          1998   
                 -------- -------- -------- ---------    ---------    ----------
                                                                                
BALANCE SHEET                                                                   
 DATA                                                                           
Total assets...  $ 29,971 $ 33,978 $ 46,804 $ 115,218    $ 148,796    $ 283,132 
Long-term debt,                                                                 
 excluding                                                                      
 current                                                                        
 installments..    17,697   15,051   16,860    22,251       31,546    144,304(4)
Stockholders'                                                                   
 equity........     3,989    8,701   17,644    75,731(6)    91,135    107,063(5)

--------                                                                        
(1) Per share data are restated to reflect a 12-for-one stock split in 1996. (2)
Net earnings for the nine months ended June 30, 1998 include a one-time         
    charge  of  approximately   $4.7  million  ($2.9  million  after-tax)  which
    represents the present value of payments under existing contracts with prior
members of management.                                                  
(3) May & Speh adopted FAS 128,  during the quarter ended December 31, 1997. All
    prior period  earnings per share data have been restated to conform with the
provisions of this statement.                                           
(4) In March 1998,  May & Speh  completed  an offering  of $115  million,  5.25%
    convertible  subordinated  notes due 2003.  The total net  proceeds to May &
    Speh  were  approximately   $110.8  million  after  deducting   underwriting
discounts and commissions and offering expenses.                        
(5) In March 1998,  May & Speh  completed  an offering of 325,000  shares of its
    common  stock.  The  total  net  proceeds  to  May &  Speh  after  deducting
underwriting discounts and commissions were approximately $3.5 million. 
(6) In March 1996, May & Speh sold  4,355,000  shares of May & Speh Common Stock
    with  aggregate  offering  proceeds of $47.9  million,  and certain  selling
    stockholders  sold an additional  3,350,000  shares with aggregate  offering
    proceeds of $36.9 million in an initial public offering of May & Speh Common
    Stock.  The net proceeds to May & Speh from the offering were  approximately
    $43.5 million,  after  deducting  underwriting  discounts,  commissions  and
offering expenses.                                                      

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ACXIOM CORPORATION AND MAY & SPEH, INC. 

SELECTED UNAUDITED PRO FORMA FINANCIAL INFORMATION
(IN THOUSANDS, EXCEPT PER SHARE DATA) 

  The following table sets forth certain selected  unaudited pro forma financial
data for Acxiom  after  giving  effect to the Merger for the  periods  indicated
applying the pooling of interests method of financial accounting.  The following
table should be read together with the  consolidated  financial  statements  and
accompanying  notes  of  Acxiom  and  of May & Speh  included  in the  documents
described under  "INCORPORATION OF DOCUMENTS BY REFERENCE" and the unaudited pro
forma condensed  combined financial  statements and accompanying  discussion and
notes set forth under "THE  MERGER--Pro  Forma Financial  Information"  included
herein.  The selected pro forma  statement of earnings  data  includes  Acxiom's
results of  operations  for the three  months  ended June 30, 1998 and the three
fiscal years ended March 31, 1996, 1997 and 1998, respectively, and May & Speh's
historical  results of  operations  for the three months ended June 30, 1998 and
the  twelve  months  ended  March 31,  1996,  1997 and 1998,  respectively.  The
unaudited  pro  forma  combined   condensed  balance  sheet  data  presents  the
historical  balance  sheet of  Acxiom as of March  31,  1998 and the  historical
balance  sheet of May & Speh as of June 30, 1998.  The fiscal year end of Acxiom
is March 31; the unaudited  statement of earnings of Acxiom for the three months
ended June 30, 1998 and the balance  sheet of Acxiom as of June 30, 1998 used in
the selected unaudited pro forma financial information have been prepared on the
same  basis  as  the  historical  information  derived  from  audited  financial
statements  and,  in  the  opinion  of  management,   contain  all  adjustments,
consisting  only  of  normal   recurring   accruals,   necessary  for  the  fair
presentation of the results of operations for such periods.  The fiscal year end
of May & Speh is September  30; the  unaudited  statements  of earnings of May &
Speh for the three months ended June 30, 1998 and the twelve  months ended March
31, 1996,  1997 and 1998 and the balance sheet of May & Speh as of June 30, 1998
used in the  selected  unaudited  pro  forma  financial  information  have  been
prepared on the same basis as the  historical  information  derived from audited
financial statements and, in the opinion of management, contain all adjustments,
consisting  only  of  normal   recurring   accruals,   necessary  for  the  fair
presentation  of the  results  of  operations  for such  periods.  The pro forma
financial  data in the table  below are  presented  for  information  and do not
indicate  what the  financial  position or the results of  operations  of Acxiom
would  have been had the  Merger  occurred  as of the  dates or for the  periods
presented or what the  financial  position or future  results of  operations  of
Acxiom will be. No adjustment has been included in the pro forma  financial data
for cost savings, if any, which may be realized by Acxiom following the Merger. 
See "THE MERGER--Pro Forma Financial Information."                              

                                                                [Download Table]

                                        FISCAL YEAR ENDED MARCH                 
                                                  31,              THREE MONTHS 
                                       -------------------------- ENDED JUNE 30,
                                         1996     1997     1998        1998     
                                       -------- -------- -------- --------------
                                                                                
STATEMENT OF EARNINGS DATA                                                      
Revenue............................... $337,139 $486,984 $569,020    $158,809   
Net earnings..........................   26,278   38,491   46,774      11,358   
Basic earnings per share..............      .41      .54      .65         .15   
Diluted earnings per share............      .38      .48      .58         .13   

                                                                [Download Table]

                                                                    JUNE 30,   
                                                                      1998     
                                                                    --------   
                                                                               
BALANCE SHEET DATA                                                             
Total assets...............................................         $716,887   
Long-term debt, excluding current installments.............          281,465   
Stockholders' equity.......................................          302,577(1)

--------                                                                        
(1) Acxiom  expects  to incur  certain  non-recurring  expenses  related  to the
    Merger,  presently  estimated to be $15.1 million ($13.8 million after tax).
    These  expenses  would  include,  but would not be limited to,  professional
    fees, fees of financial advisors, certain compensation-related  expenses and
    similar  expenses.  Although Acxiom believes this estimate of  non-recurring
    expenses is accurate,  certain material  additional costs may be incurred in
    connection  with the  Merger.  Merger-related  expenses  will be  charged to
    operations  in the  quarter  in which  the  Merger  is  concluded,  which is
    currently  estimated to occur in the second  quarter of fiscal  1999.  These
    non-recurring  merger-related  expenses  have been charged to  stockholders'
    equity for purposes of the unaudited pro forma balance  sheet.  In addition,
    Acxiom is developing a plan to integrate the  operations of May & Speh after
    the Merger.  In  connection  with that plan,  Acxiom will  determine to what
    extent  Acxiom and May & Speh  facilities,  software,  equipment  and vendor
    contracts are duplicative and anticipates that certain non-recurring charges
    will be incurred in connection with such integration.  Pending completion of
    the plan, which will include discussions with customers and vendors,  Acxiom
    cannot identify the timing, nature and amount of such charges as of the date
    of this  Proxy  Statement/Prospectus.  However,  it is  expected  that  such
    charges could be as much as $50-100  million.  Any such charges could affect
    Axciom's  results of  operations  in the period in which  such  charges  are
    recorded.  Because the foregoing charges are  non-recurring in nature,  they
    have not been  reflected in the  accompanying  unaudited pro forma  combined
statements of earnings.                                                 

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COMPARATIVE PER SHARE DATA

(UNAUDITED) 

  The following table sets forth actual  ("historical")  earnings and book value
per common share information for Acxiom and May & Speh and unaudited information
on a pro forma combined basis and per share equivalent pro forma basis for May &
Speh. No cash  dividends  have ever been paid on the Acxiom or May & Speh Common
Stock.  Pro forma  combined  information  is derived from the pro forma combined
information  presented elsewhere herein,  which gives effect to the Merger under
the pooling-of-interests accounting method as if the Merger had occurred at June
30, 1998. The historical data are based on the historical consolidated financial
statements  and related notes of each of Acxiom and May & Speh  incorporated  by
reference in this Proxy Statement/Prospectus. This table should be read together
with the historical audited and unaudited  consolidated  financial statements of
Acxiom and May & Speh and  related  notes  thereto.  The data  presented  do not
indicate Acxiom's future results of operations or actual results that would have
occurred if the Merger had occurred at the  beginning of the periods  indicated.
No  adjustments  have  been  included  for cost  savings,  if any,  which may be
realized by Acxiom following the Merger.                                        

                                                                [Download Table]

                               FOR THE FISCAL YEARS ENDED AND                 
                                      AS OF MARCH 31,           THREE MONTHS  
                               ------------------------------  ENDED JUNE 30, 
                                 1996       1997       1998         1998      
                              ---------- ---------- ---------- -------------- 
                                                                              
ACXIOM HISTORICAL                                                             
Basic earnings per share..... $      .39 $      .54 $      .68      $.14      
Diluted earnings per share...        .35        .47        .60       .12      
Book value per share (1).....       2.59       3.02       3.82      3.99      

                               FOR THE FISCAL YEARS ENDED AND                 
                                    AS OF SEPTEMBER 30,         THREE MONTHS  
                              -------------------------------- ENDED JUNE 30, 
                                 1995       1996       1997         1998      
                              ---------- ---------- ---------- ---------------
                                                                              
MAY & SPEH HISTORICAL                                                         
Basic earnings per share..... $      .38 $      .45 $      .47      $.16      
Diluted earnings per share...        .38        .43        .45       .15      
Book value per share (1).....       0.87       3.04       3.62      4.11      

                               FOR THE FISCAL YEARS ENDED AND                 
                                      AS OF MARCH 31,           THREE MONTHS  
                              --------------------------------  ENDED JUNE 30,
                                 1996       1997       1998         1998      
                              ---------- ---------- ---------- ---------------
                                                                              
PRO FORMA COMBINED (2)(3)                                                     
Basic earnings per share..... $      .41 $      .54 $      .65      $.15      
Diluted earnings per share...        .38        .48        .58       .13      
Book value per share (4).....                                       4.13      
MAY & SPEH PRO FORMA PER                                                      
 SHARE EQUIVALENTS (5)                                                        
Basic earnings per share..... $      .33 $      .43 $      .52      $.12      
Diluted earnings per share...        .30        .38        .46       .10      
Book value per share.........                                       3.30      

--------                                                                        
(1) The  historical  book value per share is computed by dividing  stockholders'
  equity by the number of shares of common stock  outstanding at the end of each
period.                                                                     
(2) Acxiom  expects  to incur  certain  non-recurring  expenses  related  to the
  Merger,  presently  estimated to be $15.1 million  ($13.8  million after tax).
  These expenses would include,  but would not be limited to, professional fees,
  fees of financial advisors, certain compensation-related  expenses and similar
  expenses.  Although Acxiom believes this estimate of non-recurring expenses is
  accurate, certain material additional costs may be incurred in connection with
  the  Merger.  Merger-related  expenses  will be charged to  operations  in the
  quarter in which the Merger is  concluded,  which is  currently  estimated  to
  occur in the  second  quarter  of fiscal  1999.  These  non-recurring  merger-
  related expenses have been charged to stockholders' equity for purposes of the
unaudited pro forma balance sheet. In addition, Acxiom                      

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  is  developing  a plan to  integrate  the  operations  of May & Speh after the
  Merger.  In connection  with that plan,  Acxiom will  determine to what extent
  Acxiom and May & Speh facilities, software, equipment and vendor contracts are
  duplicative  and  anticipates  that  certain  non-recurring  charges  will  be
  incurred in connection with such integration.  Pending completion of the plan,
  which will include  discussions  with  customers  and vendors,  Acxiom  cannot
  identify the timing,  nature and amount of such charges as of the date of this
  Proxy Statement/Prospectus. However, it is expected that such charges could be
  as much as $50-100 million.  Any such charges could affect Axciom's results of
  operations  in the period in which such  charges  are  recorded.  Because  the
  foregoing charges are non-recurring in nature, they have not been reflected in
the accompanying unaudited pro forma combined statements of earnings.       
(3) The pro forma combined basic and diluted earnings per share are based on the
  combined  weighted  average  number of common  and  dilutive  shares of Acxiom
  Common Stock and May & Speh Common Stock for each period based on the exchange
  ratio of 0.8 shares of Acxiom Common Stock for each share of May & Speh Common
Stock.                                                                      
(4) Book value per share for the pro forma combined  presentation  is based upon
  outstanding  Acxiom  common  shares,  adjusted to include the shares of Acxiom
Common Stock to be issued in the Merger.                                    
(5) The May & Speh  pro  forma  per  share  equivalent  data is  based  upon the
  exchange  ratio of 0.8 shares of Acxiom  Common  Stock for each share of May &
Speh Common Stock pursuant to the Merger Agreement.                         

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INTRODUCTION  

  This Proxy  Statement/Prospectus  is being  furnished to the  stockholders  of
Acxiom Corporation  ("Acxiom") and May & Speh, Inc. ("May & Speh") in connection
with the proposed  merger (the "Merger") of ACX  Acquisition  Co., Inc., a newly
formed, wholly owned subsidiary ("Sub") of Acxiom, with and into May & Speh, and
for the purposes  set forth below.  The Merger will be effected on the terms and
conditions  described elsewhere in this Proxy  Statement/Prospectus  pursuant to
the Amended and Restated Agreement and Plan of Merger,  dated as of May 26, 1998
(the "Merger  Agreement"),  by and among  Acxiom,  Sub and May & Speh, a copy of
which is attached hereto as Annex A and  incorporated  herein by reference.  See
"THE MERGER."                                                                   

  The  information  herein  concerning  Acxiom has been supplied by Acxiom.  The
information herein concerning May & Speh has been supplied by May & Speh.       

  This Proxy  Statement/Prospectus  and the enclosed form of proxy will first be
mailed to stockholders of Acxiom and May & Speh on or about August 19, 1998.    

THE ACXIOM MEETING                                                              

  This Proxy  Statement/Prospectus  is being  furnished to the  stockholders  of
Acxiom in connection with the  solicitation of proxies by the Board of Directors
of Acxiom from the holders of common stock, par value $0.10 per share, of Acxiom
(the "Acxiom Common  Stock"),  for use at the annual meeting of  stockholders of
Acxiom (the "Acxiom  Meeting"),  to be held on September 17, 1998, at 10:00 A.M.
(local time),  at Acxiom's  headquarters  at 301 Industrial  Boulevard,  Conway,
Arkansas and at any meeting held upon adjournment or postponement thereof.      

  At the Acxiom  Meeting,  the  stockholders of Acxiom will be asked to consider
and vote upon (i) the issuance of up to 31,100,000 shares of Acxiom Common Stock
pursuant to the Merger Agreement (the "Merger Proposal");  and (ii) the election
of three  directors  (the  "Directors")  as members of the Board of Directors to
serve until the 2001 annual meeting of  stockholders  or until their  respective
successors are duly elected and qualified.                                      

  Representatives  of  KPMG  Peat  Marwick  LLP,  Acxiom's   independent  public
accountants,  are expected to be present at the Acxiom Meeting and will have the
opportunity  to make a  statement  if they so desire  and will be  available  to
respond to questions.  A  representative  of  PricewaterhouseCoopers  LLP, May &
Speh's independent public  accountants,  is expected to be present at the Acxiom
Meeting and will be available to respond to questions.                          

  Holders of record of Acxiom  Common Stock at the close of business on July 31,
1998 (the "Acxiom Record Date") will be entitled to notice of and to vote at the
Acxiom Meeting. As of the Acxiom Record Date, there were outstanding  52,521,326
shares of Acxiom  Common Stock held of record by  approximately  1,605  holders.
Each share of Acxiom Common Stock is entitled to one vote at the Acxiom Meeting.

  The presence, in person or by proxy, of holders of record of a majority of the
shares of Acxiom Common Stock  entitled to vote  constitutes a quorum for action
at the Acxiom Meeting.                                                          

  Approval  of the  Merger  Proposal  will  require  the  affirmative  vote of a
majority of the voting  power of the shares of Acxiom  Common  Stock  present in
person or by proxy at the Acxiom  Meeting.  The Directors will be elected at the
Acxiom Meeting by a majority of the votes cast in the election of directors.    

  THE BOARD OF  DIRECTORS OF ACXIOM  BELIEVES  THAT THE MERGER IS FAIR TO AND IN
THE BEST INTERESTS OF ACXIOM AND ITS  STOCKHOLDERS,  HAS APPROVED THE MERGER AND
RECOMMENDS THAT THE STOCKHOLDERS OF ACXIOM VOTE IN FAVOR OF THE MERGER PROPOSAL.

14  

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THE MAY & SPEH MEETING                                                          

  This Proxy  Statement/Prospectus  is being  furnished to stockholders of May &
Speh in connection with the solicitation of proxies by the Board of Directors of
May & Speh from the holders of common stock,  par value $.01 per share, of May &
Speh (the "May & Speh Common  Stock"),  for use at the May & Speh  Meeting to be
held on September 17, 1998, at 9:00 A.M. (local time), at The Standard Club, 320
South  Plymouth  Court,  Chicago,   Illinois,  and  at  any  meeting  held  upon
adjournment or postponement thereof.                                            

  At the May & Speh  Meeting,  the  stockholders  of May & Speh will be asked to
approve and adopt the Merger Agreement. In the Merger, each outstanding share of
May & Speh  Common  Stock will be  converted  into the right to receive 0.8 of a
share of Acxiom Common Stock (the "Exchange Ratio").  As a result of the Merger,
May & Speh will become a wholly owned subsidiary of Acxiom.                     

  Representatives of PricewaterhouseCoopers LLP, May & Speh's independent public
accountants,  are expected to be present at the May & Speh Meeting and will have
the  opportunity  to make a statement if they so desire and will be available to
respond to  questions.  A  representative  of KPMG Peat  Marwick  LLP,  Acxiom's
independent  public  accountants,  is  expected  to be present at the May & Speh
Meeting and will be available to respond to questions.                          

  Holders of record of May & Speh Common  Stock at the close of business on July
31,  1998 (the "May & Speh  Record  Date") will be entitled to notice of, and to
vote at, the May & Speh  Meeting.  As of the May & Speh Record Date,  there were
outstanding  26,073,654  shares  of May & Speh  Common  Stock  held of record by
approximately  93 holders.  Each share of May & Speh Common Stock is entitled to
one vote at the May & Speh Meeting.                                             

  The presence, in person or by proxy, of holders of record of a majority of the
May & Speh Common Stock entitled to vote  constitutes a quorum for action at the
May & Speh Meeting.                                                             

  Approval of the Merger at the May & Speh Meeting will require the  affirmative
vote of the  holders of a  majority  of the  shares of May & Speh  Common  Stock
outstanding on the May & Speh Record Date.                                      

  THE BOARD OF DIRECTORS OF MAY & SPEH  BELIEVES  THAT THE MERGER IS FAIR TO AND
IN THE  BEST  INTERESTS  OF MAY & SPEH  AND ITS  STOCKHOLDERS,  HAS  UNANIMOUSLY
APPROVED THE MERGER AND UNANIMOUSLY  RECOMMENDS  THAT THE  STOCKHOLDERS OF MAY &
SPEH VOTE IN FAVOR OF APPROVAL AND ADOPTION OF THE MERGER AGREEMENT.            

VOTING RIGHTS AND PROXIES 

  Holders  of record  of Acxiom  Common  Stock at the close of  business  on the
Acxiom  Record  Date will be  entitled  to  notice of and to vote at the  Acxiom
Meeting. As of the Acxiom Record Date, there were outstanding  52,521,326 shares
of Acxiom Common Stock held of record by approximately 1,605 holders. Each share
of Acxiom Common Stock is entitled to one vote at the Acxiom Meeting.  The stock
transfer  books of Acxiom will not be closed.  As of the Acxiom Record Date, the
directors and officers of Acxiom  collectively  owned 8,465,107 shares of Acxiom
Common Stock. Each of the directors and executive officers of Acxiom has advised
Acxiom  that he or she intends to vote all of such shares in favor of the Merger
Proposal and election of the Directors.                                         

  Charles D.  Morgan,  the  Chairman of the Board and Company  Leader of Acxiom,
Robert  A.  Pritzker,  a  director  of  Acxiom,  The  Pritzker   Foundation,   a
not-for-profit  foundation of which Mr.  Pritzker is a trustee,  and Trans Union
Corporation,  have granted  irrevocable proxies to May & Speh with respect to an
aggregate of 8,037,425 shares of Acxiom Common Stock (representing approximately
15% of the  Acxiom  Common  Stock  outstanding  as of the Acxiom  Record  Date),
pursuant  to which May & Speh has the power to vote such  shares in favor of the
Merger Proposal. See "THE MERGER--Terms of the Merger-- Irrevocable Proxies."   

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  Holders of record of May & Speh  Common  Stock at the close of business on the
May & Speh  Record Date will be entitled to notice of, and to vote at, the May &
Speh  Meeting.  As of  the  May &  Speh  Record  Date,  there  were  outstanding
26,073,654  shares of May & Speh Common Stock held of record by approximately 93
holders.  Each share of May & Speh  Common  Stock is entitled to one vote at the
May & Speh  Meeting.  As of the May & Speh Record  Date,  directors  (other than
Lawrence J. Speh and Albert J. Speh,  Jr.) and executive  officers of May & Speh
collectively  owned  617,084  shares of May & Speh  Common  Stock  (representing
approximately  2.4% of the May & Speh Common Stock  outstanding  as of the May &
Speh Record Date).  Each of such directors and executive  officers of May & Speh
has  advised  May & Speh that he or she  intends  to vote all of such  shares in
favor of the approval and adoption of the Merger Agreement.                     

  In addition,  Lawrence J. Speh,  Albert J. Speh,  Jr.,  and certain  trusts of
which Messrs.  Speh and Speh are the trustees,  have granted irrevocable proxies
to  Acxiom  pursuant  to which  Acxiom  has the  power to vote an  aggregate  of
2,892,895 shares of May & Speh Common Stock  (representing  approximately 11% of
the May & Speh Common Stock  outstanding  as of the May & Speh Record Date),  in
favor of approval and adoption of the Merger Agreement.  See "THE  MERGER--Terms
of the Merger--Irrevocable Proxies."                                            

  All proxies in the enclosed  form that are  properly  executed and returned to
Acxiom  or May & Speh,  as the  case may be,  will be  voted  at the  applicable
Stockholders'   Meeting  or  any  adjournments  or  postponements   thereof,  in
accordance with any specifications  thereon,  or, if no specifications are made,
will be voted FOR  approval  of the Merger  Proposal  and the  election of three
directors as members of the Board of  Directors  in the case of Acxiom,  and FOR
approval  and adoption of the Merger  Agreement  in the case of May & Speh.  Any
proxy may be  revoked  by any  stockholder  who  attends  his or her  respective
Stockholders'  Meeting and gives oral notice of his or her  intention to vote in
person without compliance with any other formalities. In addition, any Acxiom or
May & Speh  stockholder  may  revoke a proxy at any time  before  it is voted by
executing a subsequent  proxy or by delivering a written notice to the Secretary
of Acxiom or the Secretary of May & Speh, as applicable,  stating that the proxy
is revoked.                                                                     

  The  Boards of  Directors  of each of Acxiom and May & Speh do not know of any
matters  other than those set forth herein which may come before the  respective
Stockholders'  Meetings.  If any other matters are properly  presented to either
Stockholders'  Meeting for action,  it is intended that the persons named in the
applicable  form of proxy and acting  thereunder  will vote in  accordance  with
their best judgment on such matters.                                            

  The cost of solicitation of the  stockholders of Acxiom and May & Speh will be
paid by the party  incurring  such cost.  In  addition  to the use of the mails,
proxies may be  solicited by  directors  and  officers and regular  employees of
Acxiom  and May & Speh and such  companies  may also  request  brokerage  firms,
nominees,  custodians and  fiduciaries to forward proxy  materials to beneficial
owners of  shares of Acxiom  Common  Stock or May & Speh  Common  Stock  held of
record and will provide reimbursement for their reasonable expenses in so doing.
Acxiom  and May & Speh have  retained  D.F.  King & Co.,  Inc.  to assist in the
solicitation  of proxies  from  stockholders  of Acxiom and May & Speh for a fee
estimated not to exceed $10,000, plus expenses.                                 

  The Directors will be elected at the Acxiom Meeting by a majority of the votes
cast in the election of directors.  Under applicable Delaware law, in tabulating
the vote for the election of directors, abstentions will be counted and have the
same effect as a vote against a particular  director;  and broker non-votes will
be disregarded and will have no effect on the outcome of the vote.              

  Approval of the Merger Proposal at the Acxiom Meeting requires the affirmative
vote of a majority of stockholders of Acxiom Common Stock present,  in person or
by proxy,  at the Acxiom  Meeting at which there is a quorum.  Under  applicable
Delaware  law, in  determining  whether the Merger  Proposal  has  received  the
requisite  number of affirmative  votes,  abstentions and broker  non-votes will
have the same effect as a vote against the Merger Proposal.                     

  Approval  of the  Merger  Agreement  at the May & Speh  Meeting  requires  the
affirmative  vote of a majority of the  outstanding  shares of May & Speh Common
Stock entitled to vote thereon.  Under  applicable  Delaware law, in determining
whether the Merger  Agreement has received the requisite  number of  affirmative
votes,  abstentions  and broker  non-votes  will have the same  effect as a vote
against the Merger Agreement.                                                   

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RISK FACTORS  

  The  following  are  certain   factors  which  should  be  considered  by  the
stockholders  of Acxiom  and May & Speh in  evaluating  the Merger as well as an
investment in Acxiom Common Stock after the Merger.                             

ADDITIONAL INFORMATION REGARDING FORWARD-LOOKING STATEMENTS                     

  This Proxy  Statement/Prospectus  includes,  and future filings by Acxiom with
the  Commission  and  future  oral and  written  statements  by  Acxiom  and its
management, may include certain forward-looking  statements. Such statements may
include,  among other things,  statements regarding Acxiom's financial position,
results  of  operations,   market  position,   product   development,   software
replacement and/or remediation efforts, regulatory matters, growth opportunities
and growth rates, acquisition and divestiture  opportunities,  and other similar
forecasts and statements of expectation. Words such as "expects," "anticipates,"
"intends,"  "plans,"   "believes,"   "seeks,"   "estimates"  and  "should,"  and
variations  of these words and  similar  expressions,  are  intended to identify
these  forward-looking   statements.  Such  statements  are  not  statements  of
historical  fact.  Rather,  they are based on Acxiom's  estimates,  assumptions,
projections  and  current  expectations,   and  are  not  guarantees  of  future
performance.   Acxiom   disclaims  any   obligation  to  update  or  revise  any
forward-looking  statement  based  upon the  occurrence  of future  events,  the
receipt of new information,  or otherwise.  Some of the more significant factors
that could cause Acxiom's actual results and other matters to differ  materially
from the results,  projections and expectations expressed in the forward-looking
statements are set forth below. There may be additional factors which could also
affect actual results.                                                          

INTEGRATION OF THE BUSINESS OF ACXIOM AND MAY & SPEH                            

  The Merger  involves the  integration  of two companies  that have  previously
operated  independently.  As soon as  practicable  following the Merger,  Acxiom
intends to integrate the operations of May & Speh into its operations.  However,
there can be no assurance that Acxiom will successfully integrate the operations
of May & Speh with  those of Acxiom or that all of the  benefits  expected  from
such integration will be realized.  Acxiom believes that the potential obstacles
to  successful  integration  will  be:  the  consolidation  of the  data  center
operations; the integration and combination of the business units supporting the
various industry  segments;  and the necessary support staffing required to meet
the combined entity's business growth  opportunities.  It is not possible at the
present time to determine the costs  associated with these  integration  efforts
until certain strategic decisions have been reached through significant analysis
and planning. Acxiom believes that the costs associated with the integration and
restructuring  of the combined  enterprise  will be material.  Furthermore,  any
delays or unexpected  costs incurred in connection with such  integration  could
have an adverse  effect on Acxiom's  business,  operating  results or  financial
position.   Additionally,  there  can  be  no  assurance  that  the  operations,
management  and personnel of the two companies will be compatible or that Acxiom
or May & Speh will not experience the loss of key personnel.                    

FIXED EXCHANGE RATIO                                                            

  The ratio at which Acxiom  Common Stock will be exchanged  for shares of May &
Speh Common Stock pursuant to the Merger Agreement was determined in arms-length
negotiations  between  Acxiom  and May & Speh.  On May 26,  1998,  the last full
trading day prior to the announcement of the execution of the Merger  Agreement,
the last reported sale price per share for Acxiom Common Stock was $21.8125, and
the last  reported  sale price per share for May & Speh Common Stock was $17.00.
On August 14, 1998,  the last trading day prior to the date of the filing of the
Registration  Statement of which this Proxy  Statement/Prospectus  forms a part,
the last  reported  sale price per share of the Acxiom  Common Stock was $23.375
and the last  reported  sale price for May & Speh Common  Stock was $18.50.  The
market  price of shares of Acxiom  Common Stock is subject to  fluctuation.  The
Merger  Agreement does not contain any provisions for adjustment of the Exchange
Ratio based upon  fluctuations in the price of Acxiom Common Stock or May & Speh
Common Stock.  Accordingly,  the value of the stock consideration to be received
by the holders of May & Speh Common Stock upon the consummation of the Merger is
not  presently  ascertainable  and will depend  upon the market  price of Acxiom
Common Stock at                                                                 

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the Effective  Time.  HOLDERS OF ACXIOM COMMON STOCK AND MAY & SPEH COMMON STOCK
ARE URGED TO OBTAIN CURRENT MARKET QUOTATIONS PRIOR TO MAKING ANY DECISIONS WITH
RESPECT TO THE MERGER.  The Merger  Agreement  does not provide  Acxiom or May &
Speh the right to terminate the agreement  based upon  fluctuations in the price
of Acxiom Common Stock or May & Speh Common Stock.                              

COMPETITION                                                                     

  The information  management  services industry is extremely  competitive,  and
Acxiom faces intense competition in all of its customer markets. Acxiom may also
encounter  new  entrants,   including   well-capitalized   information  services
companies and other  companies,  as the markets for Acxiom's  services  develop.
Certain of Acxiom's  competitors may have more extensive  financial,  technical,
marketing  and other  resources  than  Acxiom and may have a greater  ability to
obtain client  contracts  where sizable  up-front asset purchases or investments
are  required  and to  respond  more  quickly  than  Acxiom  to new or  emerging
technologies and other  competitive  pressures.  There can be no assurances that
Acxiom  will be able to  compete  successfully  against  its  present  or future
competitors  or that  competitive  pressures  will not have a  material  adverse
effect on Acxiom's business, operating results or financial condition.          

RISK OF DATA CENTER FAILURE                                                     

  Acxiom's operations are dependent upon its ability to protect its various data
centers  against  damage  from fire,  power  loss,  telecommunications  failure,
natural disaster or a similar event. The on-line services provided by Acxiom are
dependent  on  links  to  telecommunications   servers.   Management  has  taken
reasonable precautions to protect its data centers and telecommunications  links
from events that could  interrupt  Acxiom's  operations.  Any damage to Acxiom's
data  centers or any  failure of Acxiom's  telecommunications  links that causes
interruptions  in Acxiom's  operations  could have a material  adverse effect on
Acxiom's business. Acxiom has "Blanket Business Interruption" insurance coverage
which includes "Blanket Business Income" written as part of its "all risk" form.
However,  there can be no  assurance  that such  insurance  will  continue to be
available  at a  reasonable  cost or, if  available,  will be  adequate to cover
potential losses.                                                               

RELIANCE ON SIGNIFICANT CUSTOMERS; ABSENCE OF LONG-TERM CONTRACTS               

  A  significant  portion of Acxiom's  revenue is derived  from  relatively  few
customers.   In  fiscal  1997,   Allstate  Insurance  Company  and  Trans  Union
Corporation  accounted  for 16.8% and 14.1%,  respectively,  of  Acxiom's  total
revenue;  in fiscal 1998, Allstate Insurance Company and Trans Union Corporation
accounted  for 16.1% and 11.8%,  respectively,  of Acxiom's  total  revenue.  In
fiscal 1997,  Allstate  Insurance Company and Trans Union Corporation  accounted
for $67.7 million and $56.6 million (16.8% and 14.1%), respectively, of Acxiom's
total  revenue;  in fiscal  1998,  Allstate  Insurance  Company  and Trans Union
Corporation  accounted  for $74.7  million and $54.9  million  (16.1% and 11.8%)
respectively  of  Acxiom's  total  revenue.  Collectively,  Acxiom's  20 largest
customers  accounted  for 54.6% and  55.8%,of  such  revenues in fiscal 1997 and
fiscal 1998, respectively.                                                      

  Acxiom's  revenue from many of its direct  marketing  customers is not derived
from long-term (over three-year) contracts.  While approximately 54% of Acxiom's
total  revenue is  currently  derived from  long-term  customer  contracts,  the
remainder is not.  With  respect to that  portion of the  business  which is not
under long-term contract, revenues are less predictable, and Acxiom consequently
must engage in continual  sales  efforts to maintain its revenue  stability  and
future  growth,  and there is no  assurance  that  Acxiom  will  continue  to be
successful in generating  future  sales.  In addition,  certain of Acxiom's long
term contracts include provisions for early termination by the customer. In most
cases,  there are clauses that specify certain customer  payments to Acxiom upon
early  termination.  However,  there  can  be  no  assurance  that  Acxiom  will
successfully  collect such  payments even when it is  contractually  entitled to
receive them. Further, in a competitive situation,  Acxiom may, as it has in the
past, renegotiate prices and terms for an existing contract. Such situations can
occur at any time and such  renegotiations  generally  result in an  erosion  of
Acxiom's profitability.                                                         

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RAPID TECHNOLOGICAL CHANGE                                                      

  Acxiom  believes  that its future  success will be  dependent  on, among other
things,   maintaining  technological   competitiveness  in  its  data  products,
processing  functionality,  and  software  systems  and  services.  Acxiom  must
continually improve its current processes and develop and introduce new products
and services in order to match its competitors'  technological  developments and
the increasingly  sophisticated  requirements of its customers.  There can be no
assurance  that  Acxiom can  successfully  identify,  develop  and bring new and
enhanced services and products to market in a timely manner,  that such services
or  products  will be  commercially  successful  or that  services,  products or
technologies  developed by others will not render Acxiom's services and products
noncompetitive or obsolete.                                                     

GOVERNMENT REGULATION; PRIVACY ISSUES                                           

  The  direct  marketing   industry  has  recently  been  subject  to  increased
legislative  attention.  In addition consumers are growing increasingly aware of
privacy issues related to direct  marketing.  In 1996, the Fair Credit Reporting
Act ("FCRA") was amended to provide consumers with easier access to their credit
reports  and to  facilitate  the  correction  of  errors  in such  reports.  New
regulations  interpreting  the  amendments  were  issued  by the  Federal  Trade
Commission ("FTC") in 1997. The amendment and regulations addressed, among other
things,  the issue of  "prescreening,"  a procedure  utilized  by many  bankcard
issuers  and  insurance  companies  in their  direct  marketing  programs.  This
legislation  regulates  the  use  of  credit  reports  in  the  preparation  and
generation  of lists used by  companies  in  offering  credit and  provides  for
significant fines for the misuse of credit reports. Although Acxiom believes its
list processing activities for credit grantors are in compliance with the recent
amendments  to the  FCRA,  there is  uncertainty  as to the  interpretation  and
application of the recent amendments to such legislation.  Therefore,  there can
be no assurances  that  significant  fines will not be levied  against Acxiom or
that  this  portion  of its  list  processing  services  will  not be  adversely
affected. In addition to the FCRA, bills intended to give consumers more control
over how  personal  information  is utilized in the  marketplace  are pending in
various state  legislatures.  There can be no assurance that this legislation or
additional federal or state consumer-oriented legislation will not significantly
limit,  or increase the costs of, the  collection  or  dissemination  of certain
types  of  data,   which  could  adversely   affect  Acxiom=s  direct  marketing
activities.                                                                     

  Recently,  the  U.S.  House  of  Representatives  passed  the  Collections  of
Information  Antipiracy  Act  ("CIAA"),  which is now  pending  before  the U.S.
Senate.  The intent of this proposed  legislation  is to protect  collections of
information from unauthorized  copying and use in the marketplace.  However,  as
currently proposed, a portion of this bill may have a material adverse effect on
Acxiom as it will prevent Acxiom, as well as some of Acxiom's competitors,  from
compiling   marketing   databases   from  certain   sources   (e.g.,   telephone
directories).  Consistent  with  the  U.S.  Supreme  Court's  decision  in Feist
Publications  v.  Rural  Telephone  Service  Co.,  Inc.,  499 U.S.  340  (1991),
publishers of telephone  directories  have  traditionally  been deemed not to be
entitled to copyright  protection.  In its current form, the CIAA would confer a
new intellectual property right upon such publishers and, as a result,  prohibit
Acxiom from its  traditional  compilation  endeavors.  Acxiom's  management will
continue to actively monitor this proposed legislation and lobby against passage
of the CIAA in its current form.                                                

LOSS OF DATA AND/OR CUSTOMER LISTS                                              

  Acxiom  could suffer a material  adverse  effect if owners of the data used by
Acxiom were to withdraw the data from  Acxiom's use. The owners of the marketing
lists  maintained  by Acxiom could  decide to remove  their lists from  Acxiom's
possession,  and if a  substantial  number of lists  were  removed,  a  material
adverse impact upon Acxiom's operations could result.                           

POSTAL RATE INCREASES                                                           

  The direct marketing  industry has been negatively  impacted from time to time
during  past  years by  postal  rate  increases.  The most  recent  postal  rate
increase, which became effective in January 1995, and any future                

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increases  (including the increase proposed by the Postal Rate Commission on May
11,  1998) may force  direct  mailers to mail fewer  pieces and to target  their
prospects more carefully.  Acxiom experienced no significant  negative financial
impact as a result of the most  recent  postal  rate  increase,  but there is no
assurance  that future  postal  increases  will not have an adverse  impact upon
Acxiom.                                                                         

RISK OF ACQUISITION STRATEGY                                                    

  Acxiom  intends to pursue  growth  through the  opportunistic  acquisition  of
companies,  or other assets that Acxiom  believes are best suited to the purpose
of assisting its  customers in marketing  their  products and  services.  Acxiom
routinely reviews potential acquisitions. It is likely that Acxiom will continue
to experience significant expansion in the future. Acxiom's acquisition strategy
involves certain risks,  including difficulties in the integration of operations
and  systems,  the  diversion  of  management's  attention  from other  business
concerns and the potential  loss of key employees of acquired  companies.  While
management believes that Acxiom has been reasonably successful  implementing its
acquisition strategy during the past three years, there can be no assurance that
Acxiom will be able to  successfully  integrate  any  acquired  businesses  into
Acxiom=s operations.                                                            

  On June 3, 1998,  Acxiom  acquired a  twenty-five  percent  interest  in Ceres
Integrated  Solutions,  LLC ("Ceres"),  a manufacturer  of retail  marketing and
merchandising  software, for $3,125,000.  The purpose of this transaction was to
leverage Ceres' proprietary  targeted  marketing database software  applications
and its capacity for providing  analytical  services within  Acxiom's  industry-
specific solutions. The initial industry which will be solicited for business is
the retail  industry.  The primary risks  involved in this venture relate to the
possibility  that the  first  customer  installations  will  not be  successful,
thereby  creating a negative  reputation in the marketplace as well as devaluing
Acxiom's investment in Ceres.  Generally,  however, Acxiom does not believe that
the acquisition is material to Acxiom's consolidated financial statements and as
such,  does not believe that the  performance  of this  investment  presents any
material risks to Acxiom's business, operating results or financial condition.  

INTELLECTUAL PROPERTY RIGHTS                                                    

  Both  Acxiom's  and  May  &  Speh's   success   depends  in  part  upon  their
technological expertise and proprietary technologies. Both Acxiom and May & Speh
generally rely upon their trade secret protection and non-disclosure  safeguards
to protect their proprietary  information and technologies.  May & Speh holds no
patents or registered copyrights.  Acxiom and its subsidiaries have 35 federally
registered  trademarks  and  service  marks  and  11  pending  applications  for
trademarks and service  marks.  Acxiom also has one patent  application  pending
with the Patent  Trademark  Office for  certain  components  of the Acxiom  Data
Network SM and is in the  process of filing an  extensive  international  patent
application for the same. In addition,  Acxiom is in the process of preparing an
application for additional patents on data models and data integrators which are
components of its proprietary marketing system known as "Solvitur(TM)". Prior to
1998, most of Acxiom's  proprietary systems were operated within the confines of
Acxiom's facilities in a computer mainframe environment. Customers typically did
not have access to these  systems.  Recently,  however,  customers have begun to
request  marketing  systems  which are  either  installed  or  capable  of being
installed at the customers'  facilities.  In addition, in 1998 Acxiom introduced
the Acxiom Data Network, a new service whereby certain of Acxiom's products will
be delivered to its  customers via the  Internet.  In both of the  circumstances
mentioned above,  certain of Acxiom's  proprietary  systems are subject to being
copied or otherwise misappropriated,  and therefore efforts have been undertaken
to protect such systems.                                                        

While both Acxiom and May & Speh (i) enter into license or other agreements 
with their customers in the ordinary course of business which contain terms     
and conditions prohibiting unauthorized reproduction or use of their and,       
where applicable, their vendors', products and/or services, (ii) enter into     
confidentiality agreements with their associates, contractors, customers,       
potential customers, suppliers and vendors who have access to sensitive         
information, and (iii) limit access to, and distribution of, their proprietary  
information, there can be no assurance that these steps will be adequate to     
deter misappropriation or infringement of their proprietary technologies or     
independent third party development of substantially similar products and       
technology. Both                                                                

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Acxiom  and May & Speh  believe  that  legal  protection  of  their  proprietary
information  is less  significant  than the  knowledge  and  experience of their
management  and  personnel,  and their  ability to  develop,  enhance and market
existing and new products and services.                                         

  Further,   given  the  rapid   evolution  of  technology  and  the  associated
uncertainties  in  intellectual  property  law,  there can be no assurance  that
Acxiom's  current or future products will not at some point be found to infringe
the proprietary rights of others. If such an infringement  occurs Acxiom may not
be able to obtain the requisite  license or rights to use such  technology  upon
reasonable terms.                                                               

THE YEAR 2000 ISSUE                                                             

  The "Year 2000 Issue" is the result of computer  programs  being written using
two digits,  rather than four,  to define an  applicable  year.  Any of Acxiom's
computer programs that have  date-sensitive  software may recognize a date using
"00" as the year 1900,  rather than the year 2000. This could result in a system
failure or miscalculations causing disruptions of operations,  including,  among
other things,  a temporary  inability to process or transmit  data, or engage in
normal business activities.  Acxiom, like most owners of computer software,  has
assessed  and is in  the  process  of  modifying,  where  needed,  its  computer
applications to ensure they will function  properly in the year 2000 and beyond.
Acxiom has been  replacing  or  renovating  the systems and  applications  where
necessary,  using both  internal  staff and external  consultants.  In addition,
Acxiom has initiated formal communications with all of its significant suppliers
and large  customers to determine  the extent to which Acxiom is vulnerable to a
failure by such a third party to adequately address its own Year 2000 Issue.    

  Acxiom is currently  operating under an internal deadline to ensure all of its
computer  applications  are "year  2000  ready" by  December  31,  1998.  Acxiom
currently  believes that with modifications to existing software and conversions
to new software,  the Year 2000 Issue can be mitigated.  However, the systems of
vendors on which Acxiom's systems rely may not be converted in a timely fashion,
or a vendor may fail to convert its software or may implement a conversion  that
is  incompatible  with Acxiom's  systems,  which  failures could have a material
adverse impact on Acxiom.                                                       

  The cost of the Year 2000  project is  estimated  to be between $3 million and
$5.5 million.  These costs are based on Acxiom's  management's  best  estimates,
which are derived utilizing numerous  assumptions of future events. There can be
no guarantee that these  estimates will be achieved and the actual results could
differ materially from the above outlined plans.                                

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THE MERGER  

BACKGROUND OF THE MERGER                                                        

  The terms of the Merger Agreement are the result of arm's length  negotiations
between  representatives  of Acxiom  and May & Speh.  The  following  is a brief
discussion  of the  background  of these  negotiations,  the Merger and  related
transactions.                                                                   

  Having  reviewed  over the course of several  years the ongoing  prospects for
Acxiom's  businesses,  Acxiom  management  and the  Acxiom  Board  of  Directors
concluded that its growth strategy would include the following  components:  the
updating  of  its  core  technology,   the  enhanced   utilization  of  Acxiom's
proprietary  data,  the  expansion  of current  customer  relationships  and the
extension  of its  existing  customer  base,  the  offering of new  services and
products, and selective acquisitions and strategic alliances.                   

  In April 1998, senior management of May & Speh and senior management of Acxiom
were engaged in on-going discussions regarding a potential business relationship
relating  to the sale of  Acxiom  data to May & Speh  customers  and a  separate
initiative  relating to potential joint ventures between the companies  focusing
on specifically  targeted  industries.  On April 20, 1998, the Company Leader of
Acxiom called the Chief  Executive  Officer of May & Speh to discuss a potential
strategic  combination  with  Acxiom  and  agreed to  proceed  with  preliminary
exploratory discussions at the senior management level of both companies. During
the week of April 20, 1998, the Chief Executive  Officer of May & Speh contacted
a majority of the May & Speh  directors to inform them that Acxiom had indicated
an  interest  in  pursuing  discussions  with May & Speh  regarding  a potential
business  combination  and to discuss with such  directors the  possibility of a
strategic combination with Acxiom.                                              

  On May 1, 1998,  members of May & Speh senior  management  met with members of
Acxiom senior management in Conway,  Arkansas to discuss each other's businesses
and to review the potential  business impact of a strategic  combination and the
integration  issues such a combination  would present.  There was,  however,  no
discussion  as to the terms or conditions  upon which a  transaction  might take
place. These discussions continued at the senior management level into the month
of May.  On May 6, 1998,  the May & Speh  Board of  Directors  held a  regularly
scheduled meeting during which the Chief Executive Officer of May & Speh advised
the May & Speh  Board  of  Directors  as to  recent  business  developments  and
strategic opportunities,  including the status of the exploratory  conversations
with Acxiom.  Following  inquiries by the directors and  discussion  regarding a
possible  combination,  the May & Speh Board of Directors  directed May & Speh's
management to proceed with  discussions  concerning a possible  combination with
Acxiom.  On May 11, 1998,  members of senior management of both Acxiom and May &
Speh met to further discuss various strategic and integration issues raised by a
potential merger and to prepare an outline of the various points of discussion. 

  On or about May 11, 1998,  May & Speh  retained  Donaldson,  Lufkin & Jenrette
Securities  Corporation  ("DLJ") to act as its  financial  advisor  for a twelve
month period  (effective as of May 1, 1998) to advise May & Speh with respect to
any potential merger or business combination.                                   

  On May 18, 1998, the Company Leader and other members of senior  management of
Acxiom and the Chief Executive Officer and other members of senior management of
May & Speh met to discuss the timing and  structure of a potential  transaction.
On May 19, 1998 Acxiom  engaged  Stephens  Inc.  ("Stephens")  as its  financial
advisor to advise  Acxiom  with  respect to a  potential  transaction  involving
Acxiom and May & Speh. On May 20, 1998,  the Board of Directors of Acxiom met at
length and discussed a possible transaction with May & Speh and its benefits for
Acxiom  stockholders.  At this  meeting,  Stephens  provided the Acxiom Board of
Directors  with certain  information  pertaining  to May & Speh,  including  its
trading history, its various businesses,  the type of consideration  proposed by
Acxiom and the  potential  financial  issues  that might arise if Acxiom were to
proceed with a transaction.  The Acxiom Board of Directors authorized members of
Acxiom senior  management to proceed with  discussions and to report back to the
Acxiom Board of Directors.                                                      

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  Between May 20, 1998 and May 25,  1998,  the Company  Leader of Acxiom and the
Chief Executive Officer of May & Speh continued their discussions  regarding the
various  terms  of a  possible  transaction,  including  the tax and  accounting
treatment of a potential transaction and other fundamental aspects of a possible
combination.  Over this same period, the parties,  together with their legal and
financial  advisors,  finalized  their due diligence  reviews and negotiated the
terms and conditions of the proposed merger. Also, over the same period, certain
members of May & Speh management visited Acxiom's  headquarters to continue each
company's  due  diligence  review of the other and to discuss  the basis for the
integration of the two businesses.  The parties exchanged  certain  operational,
financial and personnel information relating to their respective businesses. The
two companies and their  advisors  also engaged in a business  review  including
preliminary  analysis of cost and revenue  benefits  that could be achieved by a
merger.  During this  period,  the Company  Leader of Acxiom  continued to be in
contact  with  members of the Acxiom Board of  Directors,  briefing  them on the
negotiations  with May & Speh,  the  status  of the  transaction  and the  major
outstanding   issues.   The  Chief  Executive  Officer  and  other  May  &  Speh
representatives  involved in the negotiations were, over this period, in contact
with the  members of the May & Speh  Board of  Directors,  briefing  them on the
negotiations with Acxiom,  the status of the transaction and the major remaining
issues.                                                                         

  On May 22, 1998,  the May & Speh Board of Directors met to review the proposed
combination  with Acxiom.  At the meeting,  management of May & Speh reported on
the status of the merger  negotiations,  DLJ made a preliminary  presentation on
the  financial  elements of the  proposed  transaction,  and May & Speh's  legal
counsel advised the directors of their  fiduciary  duties in connection with the
proposed  combination with Acxiom.  At the meeting,  senior  management of May &
Speh made a report to the May & Speh Board of Directors regarding the status and
scope of the on- and off-site due diligence investigations of Acxiom.           

  On May  25,  1998,  representatives  of  Acxiom  and  May &  Speh,  and  their
respective  advisors,  met in Chicago  to  continue  negotiating  the terms of a
proposed Merger Agreement.  Drafts of the Merger Agreement were delivered to the
Acxiom and May & Speh Boards of Directors on May 26, 1998.                      

  The Exchange Ratio was determined  through arm's length  negotiations  between
Charles D. Morgan,  the  Chairman and Company  Leader of Acxiom and Peter Mason,
the  Chairman,  Chief  Executive  Officer and  President  of May & Speh over the
course of the time that the  Merger  was being  negotiated.  Messrs.  Morgan and
Mason  discussed  a range of  exchange  ratios  based on a variety  of  factors,
including the following: (i) the relative contribution of each of Acxiom and May
& Speh to the combined  entity's  revenues,  EBITDA  (earnings  before interest,
taxes, depreciation and amortization), pre-tax earnings, net earnings and profit
margins,   (ii)  each  company's  internal  estimates  of  projected   financial
performance (with and without  anticipated cost savings),  and (iii) the trading
price of each company's stock on both a current and historical basis.           

  The  Acxiom  Board of  Directors  held a special  meeting  on May 26,  1998 to
discuss the terms of the proposed merger and Merger  Agreement.  At the meeting,
the Company  Leader of Acxiom  presented  the terms of the Merger,  the proposed
corporate  structure and organization,  identified  potential synergies from the
combination, and the need for regulatory approvals.  Representatives of Stephens
presented an analysis of the  financial  terms of the proposed  transaction  and
provided its opinion to the effect that as of such date the Exchange Ratio to be
paid to the  holders  of May & Speh  Common  Stock  was fair to  Acxiom  and its
stockholders  from a  financial  point of  view.  See  "THE  MERGER--Opinion  of
Acxiom's Financial Advisor." The Acxiom Board discussed the proposed transaction
along with  potential  synergies,  strategic  fit, the results of due diligence,
financial results and projections,  accounting issues,  personnel issues, timing
and pricing considerations related to the proposed Merger and other terms of the
Merger and the Merger  Agreement as well as the reasons for the proposed Merger.
See "THE  MERGER--Recommendation  of the Acxiom Board of Directors;  Reasons for
the Merger." Following these  presentations,  the Acxiom Board of Directors,  by
unanimous  vote of those  members  present,  approved  the  Merger,  the  Merger
Agreement and the related stock option  agreement and thereby  recommended  that
the Merger Proposal be presented to and approved by the holders of Acxiom Common
Stock.                                                                          

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  The May & Speh Board of  Directors  held a special  meeting on May 26, 1998 to
discuss  the terms of the  proposed  Merger  and the  Merger  Agreement.  At the
meeting,  the Chief  Executive  Officer of May & Speh presented the terms of the
Merger,  the  results of due  diligence,  potential  synergies,  strategic  fit,
financial results and projections,  accounting issues,  personnel issues, timing
and pricing considerations related to the proposed Merger and other terms of the
Merger and the Merger  Agreement as well as the reasons for the proposed Merger.
See "THE  MERGER--Recommendation  of the May & Speh Board of Directors;  Reasons
for the Merger." DLJ presented its updated analysis of the financial elements of
the proposed transaction and delivered its opinion to the effect that as of such
date the Exchange  Ratio was fair from a financial  point of view to the holders
of May & Speh Common Stock. See "THE  MERGER--Opinion  of May & Speh's Financial
Advisor." Following these presentations, the May & Speh Board, by unanimous vote
of those  members  present,  approved the Merger,  the Merger  Agreement and the
related stock option agreement and thereby recommended that the Merger Agreement
be presented to and approved by the holders of May & Speh Common Stock.         

  Following the meetings of their respective Boards of Directors, May & Speh and
Acxiom executed the Merger  Agreement on May 26, 1998 and issued a press release
announcing the Merger on May 27, 1998.                                          

  On July 29,  1998,  Acxiom and May & Speh  executed  an Amended  and  Restated
Merger  Agreement  which provided for certain  technical  clarifications  of the
Merger Agreement.                                                               

RECOMMENDATION OF THE ACXIOM BOARD OF DIRECTORS; ACXIOM'S REASONS FOR THE       
MERGER                                                                          

  THE BOARD OF DIRECTORS OF ACXIOM HAS APPROVED THE MERGER AND  RECOMMENDS  THAT
STOCKHOLDERS  OF ACXIOM VOTE FOR APPROVAL OF THE MERGER  PROPOSAL.  THE BOARD OF
DIRECTORS OF ACXIOM BELIEVES THAT THE MERGER WILL RESULT IN AN ORGANIZATION WITH
THE COMPETITIVE STRENGTH,  FINANCIAL RESOURCES, AND TECHNOLOGY AND CUSTOMER BASE
REQUIRED BY THE  INCREASING  CONSOLIDATION  AFFECTING  THE  GROWING  MARKETS FOR
INFORMATION MANAGEMENT, DATA PRODUCTS AND SERVICES AND OUTSOURCING SERVICES.    

  In reaching its  determination,  the Acxiom Board of Directors  consulted with
Acxiom management as well as its financial and legal advisors,  and considered a
number of factors, including, without limitation, the following:                

    (i) the combination with May & Speh would provide  diversification of Acxiom
  into different direct  marketing and data processing  markets and increase its
client base;                                                                

    (ii) based on the  relative  earnings  of both  companies  and the  Exchange
  Ratio,  the  Merger  should be  accretive  to  earnings  to  Acxiom's  current
stockholders;                                                               

    (iii)  the  market  capitalization  of the  combined  company  will  provide
enhanced liquidity for Acxiom's stockholders;                               

    (iv) the  increased  market  presence,  economies  of  scale,  cost  savings
  opportunities  and  enhanced  opportunities  for growth  made  possible by the
  Merger,  including  the  opportunity  for the combined  entity to, among other
things:                                                                     

      .  combine  the  strength  and  breadth of May & Speh's  direct  marketing
    customers,  including Fortune 500 companies and other medium-sized companies
    that have  significant  direct marketing  requirements,  particularly in the
    financial services, consumer products, insurance and retail industries, with
the range of products and services Acxiom offers to direct marketers.   

. cross-market opportunities through the sale of May & Speh's       
products, including Quiddity and its modeling and analysis products, to 
Acxiom's customers.                                                     

      . access May & Speh's customer base to provide  opportunities for the sale
    of Acxiom data  products,  including  the Acxiom  Data  Network SM, into new
channels.                                                               

. integrate the data processing and direct marketing products and   
services of the two companies and thereby enhance and strengthen such   
products and services and enable the combined company to                

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position itself to potential customers as a fully-integrated, large-    
capability data processing and direct marketing services company;       

    (v) the  information  with respect to the  business,  operations,  financial
  condition,  earnings and prospects of May & Speh,  on both a historical  and a
  prospective basis,  including certain information reflecting the two companies
on a pro forma combined basis;                                              

    (vi) the belief that the combined company would be better able to respond to
  the needs of consumers and  customers,  the increased  competitiveness  of the
  data processing and direct marketing  industries,  and the opportunities  that
changes in the data processing and direct marketing industries might bring; 

(vii) the treatment of the Merger as a pooling of interests transaction 
for accounting purposes;                                                    

    (viii) the  likelihood  that the Merger will be  consummated,  including the
  fact that the  obligations  of Acxiom and May & Speh to consummate  the Merger
are not conditioned upon obtaining any financing;                           

    (ix) the terms of the Merger Agreement and the Stock Option  Agreements (See
"THE MERGER--Terms of the Merger"); and                                     

    (x) the opinion by Stephens to the effect that the Exchange  Ratio was fair,
  from a financial  point of view, to Acxiom and to the holders of Acxiom Common
  Stock. The full text of the written opinion of Stephens,  which sets forth the
  procedures  followed,  the factors  considered  and the  assumptions  made, is
  attached  as Annex D to this Proxy  Statement/Prospectus  and is  incorporated
  herein by reference.  Stockholders  of Acxiom are urged to read the opinion of
  Stephens carefully and in its entirety.  See "THE  MERGER--Opinion of Acxiom's
Financial Advisor."                                                         

  In view of the wide  variety of  factors  considered  by the  Acxiom  Board of
Directors in connection with its evaluation of the Merger Agreement,  the Acxiom
Board of  Directors  did not find it  practicable  to, and did not  quantify  or
otherwise  attempt to, assign relative weights to the above factors or determine
that any factor was of particular  importance.  Rather,  in connection  with its
evaluation  of the Merger and Merger  Agreement,  the Acxiom  Board of Directors
based its  decision  to  approve  the Merger  and the  Merger  Agreement  and to
recommend  that the  Acxiom  stockholders  vote for the Merger  Proposal  on the
totality of the information presented to, and considered by, it.                

OPINION OF ACXIOM'S FINANCIAL ADVISOR                                           

  Opinion of Stephens.  Stephens  delivered its oral and written  opinion on May
26, 1998 to the Acxiom Board of Directors  that,  on the basis of and subject to
the matters set forth  therein,  as of the date thereof,  the Exchange Ratio was
fair from a  financial  point of view to  Acxiom  and to the  holders  of Acxiom
Common Stock. Stephens  subsequently  confirmed its opinion by delivering to the
Acxiom Board of Directors a written  opinion,  dated as of the date of the Proxy
Statement/Prospectus, that, on the basis of and subject to the matters set forth
therein,  as of the date  thereof,  the Exchange  Ratio is fair from a financial
point of view to Acxiom and to the  holders  of Acxiom  Common  Stock.  Although
subsequent developments may affect the opinions delivered by Stephens,  Stephens
does not have any obligation to update, revise or reaffirm its opinion after the
date of this Proxy  Statement/Prospectus  and Acxiom's  obligation to consummate
the Merger is not  conditioned  upon such an update.  Acxiom  presently does not
intend  to  obtain an update of the  opinion  of  Stephens  prior to the  Acxiom
meeting.                                                                        

  THE FULL TEXT OF THE OPINION OF  STEPHENS,  DATED AS OF THE DATE OF THIS PROXY
STATEMENT/PROSPECTUS,  WHICH SETS FORTH THE ASSUMPTIONS MADE, MATTERS CONSIDERED
AND   LIMITS   ON  THE   REVIEW   UNDERTAKEN,   IS   ATTACHED   TO  THIS   PROXY
STATEMENT/PROSPECTUS  AS  ANNEX  D AND  IS  INCORPORATED  HEREIN  BY  REFERENCE.
STEPHENS' OPINION IS NECESSARILY BASED ON ECONOMIC,  MARKET AND OTHER CONDITIONS
IN EFFECT ON, AND THE INFORMATION  MADE AVAILABLE TO IT AS OF, THE DATE THEREOF.
SUBSEQUENT DEVELOPMENTS MAY AFFECT SUCH OPINION.                                

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HOLDERS OF ACXIOM COMMON STOCK SHOULD READ THE STEPHENS OPINION IN ITS ENTIRETY.
THE  FOLLOWING  SUMMARY  IS  QUALIFIED  BY  REFERENCE  TO THE FULL  TEXT OF SUCH
OPINION.  THE OPINION OF STEPHENS  WAS PROVIDED TO THE ACXIOM BOARD OF DIRECTORS
FOR ITS  INFORMATION AND IS DIRECTED ONLY TO THE FAIRNESS FROM A FINANCIAL POINT
OF VIEW OF THE  EXCHANGE  RATIO TO ACXIOM AND TO THE  HOLDERS  OF ACXIOM  COMMON
STOCK.  THE  OPINION OF STEPHENS  DOES NOT ADDRESS THE MERITS OF THE  UNDERLYING
DECISION  BY  ACXIOM  TO  ENGAGE  IN  THE  MERGER  AND  DOES  NOT  CONSTITUTE  A
RECOMMENDATION  TO ANY STOCKHOLDER OF ACXIOM AS TO HOW SUCH  STOCKHOLDER  SHOULD
VOTE ON THE MERGER PROPOSAL OR ANY MATTER RELATED THERETO.                      

  In connection  with rendering its opinion dated as of May 26, 1998,  Stephens:
(1)  analyzed  certain  publicly  available  financial  statements  and  reports
regarding  Acxiom  and May &  Speh;  (2)  analyzed  certain  internal  financial
statements  and  other  financial  and  operating  data   (including   financial
projections)  concerning  Acxiom and May & Speh  prepared  and provided by their
respective managements; (3) analyzed, on a pro forma basis, the financial effect
of the Merger;  (4) reviewed the reported prices and trading activity for Acxiom
Common Stock and May & Speh Common Stock; (5) compared the financial performance
of Acxiom and May & Speh and the prices and trading  activity  of Acxiom  Common
Stock  and May & Speh  Common  Stock  with  that  of  certain  other  comparable
publicly-traded  companies  and their  securities;  (6) reviewed  the  financial
terms, to the extent publicly available,  of certain  transactions in the direct
marketing  database  industry;  (7)  reviewed the Merger  Agreement  and related
documents;  (8) discussed  with the  management of each of Acxiom and May & Speh
the  operations of and future  business  prospects for Acxiom and May & Speh and
the anticipated  financial  consequences  of the Merger;  and (9) performed such
other analyses and provided such other services as Stephens deemed appropriate. 

  Stephens  relied on the  accuracy  and  completeness  of the  information  and
financial  data  prepared and provided by Acxiom and May & Speh,  and  Stephens'
opinion is based upon such  information.  Stephens inquired into the reliability
of such  information and financial data only to the limited extent  necessary to
provide a reasonable basis for its opinion,  recognizing that Stephens  rendered
only an informed opinion and not an appraisal or  certification  of value.  With
respect to the financial  projections  prepared by the managements of Acxiom and
May & Speh,  Stephens  assumed that the financial  projections  were  reasonably
prepared  on  bases  reflecting  the  best  currently  available  estimates  and
judgments of the  managements of Acxiom and May & Speh as to the expected future
financial  performance  of  Acxiom  and  May & Speh.  Stephens  also  relied  on
assurances  from  Acxiom  and May & Speh that  neither  Acxiom nor May & Speh is
aware of any  information or facts  regarding  their  respective  companies that
would cause the information  supplied to Stephens to be incomplete or misleading
in any  material  respect.  Stephens  further  assumed  that the Merger  will be
accounted  for as a pooling of interests  under  generally  accepted  accounting
principles  and that it will  qualify  as a tax-free  reorganization  for United
States federal  income tax purposes.  Stephens did not express any opinion as to
the  prices  at  which  the  Acxiom  Common  Stock  will  trade   following  the
consummation of the Merger.                                                     

  In  arriving  at its  opinion,  Stephens  performed  a  variety  of  financial
analyses,  the material  portions of which are summarized below. The summary set
forth  below  does not  purport  to be a complete  description  of the  analyses
performed by Stephens. In addition,  Stephens believes that its analyses must be
considered  as a whole and that  selecting  portions of its  analyses and of the
factors  considered by it,  without  considering  all such factors and analyses,
could create a misleading view of the process underlying its analyses.  Although
Stephens  did not draw any specific  conclusions  from or with regard to any one
method of analysis,  all of the analyses  performed  by Stephens  supported  the
fairness of the Exchange Ratio from a financial  point of view to Acxiom and its
stockholders,  with the  exception  of the  analysis  of the ratio of the Merger
Total  Transaction  Value (as defined  below) to the latest twelve months EBITDA
which  Stephens  found to be  neutral.  Stephens  concluded  that as a whole the
analyses  performed  indicated that the Exchange Ratio was fair from a financial
point of view to Acxiom and its stockholders. The matters considered by Stephens
in arriving at its opinion are based on numerous  macroeconomic,  operating  and
financial assumptions with respect to industry performance, general             

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business and economic  conditions  and other  matters,  many of which are beyond
Acxiom's and May & Speh's  control.  Any estimates  incorporated in the analyses
performed  by  Stephens  are not  necessarily  indicative  of future  results or
values,  which may be significantly  more or less favorable than such estimates.
Estimated values do not purport to be appraisals and do not necessarily  reflect
the prices at which businesses or companies may be sold in the future,  and such
estimates are inherently subject to uncertainty.  Arriving at a fairness opinion
is  a  complex  process  not  necessarily  susceptible  to  partial  or  summary
description.  No  public  company  or  transaction  involving  public  companies
utilized as a comparison is identical to Acxiom and May & Speh. Accordingly,  an
analysis  of  publicly  traded  comparable  companies  and  comparable  business
combinations is not mathematical;  rather it involves complex considerations and
judgments concerning  differences in financial and operating  characteristics of
the comparable companies analyzed and other factors that could affect the public
trading  value of the  comparable  companies  or company  utilized in  Stephens'
analysis.                                                                       

  The Stephens  opinion is  necessarily  based upon  market,  economic and other
conditions  as they  existed and could be evaluated  on, and on the  information
made  available to Stephens as of, the date of such  opinion.  Stephens  assumed
that in the course of obtaining  the necessary  regulatory or other  consents or
approvals (contractual or otherwise) for the Merger, no restrictions,  including
any divestiture  requirements or amendments or  modifications,  would be imposed
that would have a material  adverse effect on the  contemplated  benefits of the
Merger.  The advisory services and the opinion provided by Stephens were for the
information  and  assistance  of  the  Acxiom  Board  of  Directors  and  do not
constitute a recommendation  as to how any Acxiom  stockholder  should vote with
respect to the Merger.                                                          

  The following is a summary of the material financial analyses used by Stephens
in connection with its  presentation to the Acxiom Board of Directors on May 26,
1998,  and the  preparation  of its  opinion  delivered  to the Acxiom  Board of
Directors.  The following summary does not purport to be a complete  description
of the analyses performed by Stephens.  The preparation of a fairness opinion is
a complex  process and is not necessarily  susceptible to partial  analysis or a
summary description.                                                            

  Historical Stock Price Analysis.  Stephens reviewed the performance of the per
share  market  prices of May & Speh Common  Stock over the period from March 26,
1996 through May 22, 1998,  and the  performance of Acxiom Common Stock over the
period from March 26, 1996  through May 22,  1998.  Stephens  then  compared the
movement  of such  closing  prices  for Acxiom  Common  Stock and for May & Speh
Common Stock with the movements of composite indices of certain direct marketing
database companies.                                                             

  Stephens  also  reviewed the  historical  ratios of the market prices of May &
Speh  Common  Stock to Acxiom  Common  Stock over the period from March 26, 1996
through May 22, 1998 and compared such ratios with the Exchange Ratio of 0.800x.
Stephens noted that the ratio of the market prices of May & Speh Common Stock to
Acxiom  Common Stock over that period  ranged from a high of 1.086x on September
24, 1996,  to a low of 0.438x on February 7, 1997.  Stephens also noted that the
current  ratio of the market  prices of May & Speh Common Stock to Acxiom Common
Stock was 0.691x as of May 22,  1998 and that,  as of that date,  the ratios one
month,  three months,  six months and twelve  months prior were 0.593x,  0.617x,
0.755x, 0.717x, respectively.                                                   

  Selected  Comparable  Company  Trading  Analysis.  Stephens  compared  certain
publicly  available   financial  and  operating  data  and  projected  financial
performance  (based on Wall Street consensus  estimates) of five publicly traded
corporations that Stephens deemed to be reasonably  similar.  The companies were
Abacus Direct Corp., Acxiom Corporation,  American Business  Information,  Inc.,
Harte-Hanks Communications,  Inc. and May & Speh, Inc. (collectively,  "Selected
Comparable  Companies").  Stephens  calculated  the  trading  multiples  of  the
Selected  Comparable  Companies with corresponding  financial and operating data
and projected  financial  performance  of May & Speh.  Such analysis  indicated,
among other things,  (a) the ratio of the closing stock price as of May 22, 1998
to the 1998  estimated  earnings per share was 25.6x for May & Speh  compared to
maximum, mean and minimum values for the Selected Comparable Companies of 46.3x,
29.2x and 19.3x,  respectively,  (b) the ratio of closing  stock price as of May
22,  1998 to the 1999  estimated  earnings  per  share  was 21.1x for May & Speh
compared  to  maximum,  mean and  minimum  values  for the  Selected  Comparable
Companies of 33.6x,  23.1x and 15.7x,  respectively,  (c) the ratio of the total
market capitalization as of May 22, 1998 (i.e., market                          

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value of common  equity  plus total debt less cash and cash  equivalents  or the
"Total Market  Capitalization")  to the March year-end 1999  estimated  earnings
before interest,  taxes,  depreciation and amortization ("EBITDA") was 10.8x for
May & Speh  compared  to  maximum,  mean and  minimum  values  for the  Selected
Comparable Companies of 26.7x, 13.7x and 9.7x, respectively.                    

  Selected  Comparable  Transaction  Analysis.  Stephens  analyzed the financial
terms,  to the extent publicly  available,  of seven  transactions  deemed to be
relevant  involving  direct  marketing  database  companies which were announced
between  September  11,  1995 and  March  12,  1998  (the  "Selected  Comparable
Transactions").   The  Selected  Comparable   Transactions  included  The  Great
Universal  Stores  P.L.C./Metromail  Corporation,  The News Corp.  Ltd./Heritage
Media Corporation,  Snyder Communications,  Inc./American List Corporation,  The
Great Universal Stores P.L.C./Experian Corporation, Bain Capital Inc. and Thomas
H.  Lee  Co./TRW  Information  Systems  and  Services  (Experian),   Harte-Hanks
Communications,  Inc./DiMark,  Inc.,  and Heritage Media  Corp./DIMAC  Marketing
Company.  Stephens  compared  the  price  paid  for  direct  marketing  database
companies in such transactions (the "Total Transaction Value"), as a multiple of
the  latest  twelve  months'  EBITDA  and  earnings  before  interest  and taxes
("EBIT").  Total  Transaction  Value is  defined as shares  outstanding  for the
target  company  multiplied  by the offer  price per share  plus net debt.  Such
analysis  indicated,  among other things, (a) the ratio of the total transaction
value of the Merger,  based on the market price of Acxiom Common Stock as of May
22, 1998 (the "Merger Total  Transaction  Value") to the latest  twelve  months'
EBIT is 20.5x,  compared to maximum, mean and minimum values of the ratio of the
Total  Transaction  Value  to the last  twelve  months'  EBIT  for the  Selected
Comparable  Transactions  of 39.6x,  19.0x and 11.4x,  respectively  and (b) the
ratio of the Merger Total  Transaction Value to the latest twelve months' EBITDA
is 16.4x, compared to maximum, mean and minimum values of the ratio of the Total
Transaction Value to the last twelve months' EBITDA for the Selected  Comparable
Transactions of 14.4x,  11.0x and 7.0x,  respectively.  Stephens also determined
the  percentage  premium of the offer price over the trading prices one day, one
week and four weeks prior to the announcement  date of five Selected  Comparable
Transactions  involving public companies.  The mean for the Selected  Comparable
Transactions  over the trading  prices one day, one week and four weeks prior to
the  announcement  date were  39.2%,  40.6% and  36.5%,  respectively.  Stephens
derived premiums based on the implied purchase price of May & Speh's stock price
one day, one week and four weeks prior to May 22, 1998. The implied premiums for
the  proposed  transaction  over the trading  prices one day,  one week and four
weeks prior to May 22, 1998 were 15.8%, 21.7% and 23.8%, respectively.          

  Discounted  Cash Flow  Analysis.  Stephens  performed a  discounted  cash flow
analysis on May & Speh based upon estimates of projected  financial  performance
prepared by the management of May & Speh. Utilizing these projections,  Stephens
calculated a range of implied per share equity values based upon the  discounted
net present  value of the sum of the  projected  stream of  unlevered  free cash
flows from 1999 to the year 2002 and the projected  terminal value at 2002 based
upon a range of multiples  of  projected  EBITDA less net debt at March 31, 1998
for May & Speh divided by the number of shares outstanding  including the shares
from the conversion of the  convertible  subordinated  notes.  Stephens  applied
several  discount  rates  (ranging  from 12.0% to 14.0%) and multiples of EBITDA
(ranging from 9.5x to 11.5x).  Utilizing this  methodology,  the implied present
value per share of May & Speh Common Stock ranged from $16.79 to $20.83.        

  Relative Valuation Analysis.  Stephens reviewed the relative valuations of May
& Speh and Acxiom using relative comparable public companies analysis,  relative
contribution  analysis  and relative  discounted  cash flow  analysis,  with and
without  expected  cost  savings  (assumed  to be $10  million  in year 2000 and
thereafter),  and compared such ratios with the Exchange  Ratio of 0.800x.  Such
analysis indicated, among other things, (a) the range of implied exchange ratios
based on the relative  comparable public companies  analysis (i.e. the ratios of
the  equity  values  per  shares  outstanding  including  the  shares  from  the
conversion  of the  convertible  subordinated  notes of May & Speh Common Stock,
implied by the  estimated  1999 and 2000  EBITDA,  divided by the share price of
Acxiom  Common Stock as of May 22, 1998) was 0.640x to 0.826x  without  expected
cost savings and 0.733x to 0.942x with expected cost savings,  and (b) the range
of implied exchange ratios based on the relative contribution analysis (i.e. the
ratio of the  estimated  1999,  2000 and 2001 net income of May & Speh per May &
Speh  shares  outstanding  including  the  shares  from  the  conversion  of the
convertible subordinated notes divided                                          

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by the  estimated  1999,  2000 and 2001 net income of Acxiom  per Acxiom  shares
outstanding)  was 0.835x to 0.853x  without  expected cost savings and 0.853x to
1.034x with  expected  cost  savings.  Stephens  also  observed  that the 0.800x
Exchange Ratio was within the range implied by the relative discounted cash flow
analysis  without and with  expected cost savings of 0.554x to 0.901x and 0.623x
to  1.014x,  respectively.  Stephens  did not  play a role in  establishing  the
Exchange Ratio.                                                                 

  Merger  Consequences  Analysis.  Stephens  examined the pro forma impact,  for
fiscal years 1999 and 2000, of the Merger on estimates of May & Speh's  earnings
per share derived from estimates of May & Speh financial performance prepared by
the  management  of May & Speh and  estimates  of Acxiom's  projected  financial
performance  prepared by the management of Acxiom.  The projected impact arrived
at through Stephens' analysis was compared to management's earnings estimate for
Acxiom  which did not take into  account the impact of the  Merger.  Compared to
this earnings estimate,  excluding certain non-recurring expenses related to the
Merger,  Stephens concluded that the Merger would be neutral in fiscal year 1999
and  accretive  to the  earnings  of Acxiom  in  fiscal  year 2000 due to merger
integration  and expected cost savings.  Additionally,  Stephens  compared these
estimates  to the  average  earnings  per share of $0.75  projected  by analysts
covering Acxiom for fiscal year 1999, and found these average  projections to be
in line with the above described analysis.                                      

  The Acxiom Board of Directors  retained Stephens as an independent  contractor
to act as financial  advisor for the purpose of providing a fairness  opinion on
the Merger.  Stephens is a nationally recognized investment banking and advisory
firm.  Stephens,  as part of its  investment  banking  business,  is continually
engaged in the  valuation of companies and their  securities in connection  with
business reorganizations,  private placements, negotiated underwritings, mergers
and  acquisitions  and  valuations  for estate,  corporate  and other  purposes.
Stephens  is familiar  with Acxiom and  regularly  provides  investment  banking
services  to Acxiom  and  through  its  research  department  regularly  follows
Acxiom's business activities and prospects.  In the ordinary course of business,
Stephens and its  affiliates may at any time hold long or short  positions,  and
may trade or otherwise  effect  transactions as principal or for the accounts of
customers,  in debt or equity  securities  or  options on  securities  of Acxiom
and/or May & Speh.                                                              

  In consideration for Stephens' services as financial advisor to Acxiom, Acxiom
has agreed to pay to Stephens a fee equal to $1,925,000,  a significant  portion
of which is payable upon  consummation of the Merger.  Acxiom has also agreed to
reimburse Stephens for its reasonable out-of-pocket expenses, including fees and
disbursements  of its legal  counsel,  plus any sales or use taxes  incurred  in
connection  with its  activities  as  financial  advisor in providing a fairness
opinion to Acxiom, and to indemnify Stephens and certain related persons against
certain  liabilities  in  connection  with  its  engagement,  including  certain
liabilities  under  the  federal  securities  laws.  Acxiom  has  paid  Stephens
approximately  $1,001,000  in  compensation  for  investment  banking  and other
services  over the past two years,  $775,000  of which  related  to the  opinion
delivered by Stephens in connection with the Merger.                            

RECOMMENDATION OF THE MAY & SPEH BOARD OF DIRECTORS; MAY & SPEH'S REASONS FOR   
THE MERGER                                                                      

  FOR THE REASONS  DISCUSSED  BELOW,  THE BOARD OF  DIRECTORS  OF MAY & SPEH HAS
UNANIMOUSLY   DETERMINED  THAT  THE  TERMS  OF  THE  MERGER  AGREEMENT  AND  THE
TRANSACTIONS CONTEMPLATED THEREBY ARE FAIR TO, AND IN THE BEST INTERESTS OF, MAY
& SPEH AND THE MAY & SPEH  STOCKHOLDERS.  ACCORDINGLY,  THE MAY & SPEH  BOARD OF
DIRECTORS  UNANIMOUSLY  RECOMMENDS  THAT  MAY & SPEH  STOCKHOLDERS  VOTE FOR THE
APPROVAL AND ADOPTION OF THE MERGER AGREEMENT.                                  

  The May & Speh Board of  Directors,  in the course of reaching its decision to
approve  the  Merger  Agreement  and  the  transactions   contemplated  thereby,
consulted  with May & Speh's  financial  advisor and special  counsel as well as
with May & Speh's management,  and directors either participated in or were kept
informed of the progress of due diligence and negotiating  sessions with Acxiom.
The May & Speh Board of Directors considered a number of factors,  including the
following material factors (the order does not necessarily  reflect the relative
significance):                                                                  

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    (i) the  opportunity of May & Speh  stockholders to continue as stockholders
  of a combined  organization  with greater  strength  and enhanced  competitive
position than May & Speh would enjoy on a stand-alone basis;                

    (ii) current industry,  economic and market conditions which have encouraged
  consolidation  in  the  direct  marketing  services  industry,  together  with
Acxiom's growth strategy;                                                   

    (iii) the enhanced opportunities for growth made possible by the integration
  and  combination  of the  complementary  strengths  of Acxiom  and May & Speh,
  including  the  opportunity  to  integrate,  improve  and  enhance  the direct
  marketing products and services, as well as the technologies capabilities,  of
  the two  companies  to provide a broader and more fully-  integrated  range of
services;                                                                   

    (iv) the potential  enhancement  in earnings that could be achieved  through
the cross-selling of existing products and services to each other's clients;

    (v) the  potential  cost saving that could be achieved  from  combining  the
operations of May & Speh and Acxiom;                                        

    (vi) the DLJ Opinion to the effect  that,  as of the date of the DLJ Opinion
  and based upon and subject to the assumptions,  limitations and qualifications
  set forth therein,  the Exchange Ratio was fair from a financial point of view
  to the holders of May & Speh Common Stock. See "THE  MERGER--Opinion  of May &
  Speh's  Financial  Advisor."  (The DLJ  Opinion is included as Annex E to this
Joint Proxy Statement/Prospectus and should be read in its entirety);       

    (vii) the assessment of May & Speh's  strategic  alternatives to the Merger,
  including  remaining an independent public company,  continuing its pursuit of
  acquisitions  or merging or  consolidating  with a party or parties other than
  Acxiom (such  acquisitions  or mergers and  consolidations  with parties other
  than Acxiom were  considered on a  hypothetical  basis only and the May & Speh
  Board did not  consider  any  specific  transaction  with any party other than
Acxiom during its consideration of the Merger);                             

    (viii) the terms and  conditions  of the  Merger  Agreement,  including  the
  "no-solicitation"  and  fiduciary  responsibility  provisions  of  the  Merger
  Agreement  which  permit  May & Speh to  provide  information  and enter  into
  discussions  with third parties under certain  circumstances  and to terminate
  the Merger  Agreement  to enter into a  transaction  with a third  party under
  certain specified  circumstances,  the fees and expenses  payable,  in certain
  circumstances,  to May & Speh, and in other circumstances,  by May & Speh, the
  termination sections of the Merger Agreement, the provisions relating to May &
  Speh's  ability to  continue to operate its  business in the  ordinary  course
  during the period  between  the  execution  of the  Merger  Agreement  and the
  Effective  Time  (see  "THE  MERGER--Terms  of the  Merger--Termination;"  "--
  Expenses;  Termination Fees;" and "--Amendment and Waiver"), the conditions to
  closing and the  representations  and warranties of each of the parties in the
Merger Agreement; and                                                       

    (ix) the fact that the Merger is expected to be a tax-free  transaction  for
  U.S.  federal  income tax purposes to May & Speh  stockholders  and that it is
  expected to qualify as a pooling of interests  transaction  for accounting and
financial reporting purposes.                                               

  The May & Speh Board of Directors also  considered a number of potential risks
and disadvantages relating to the Merger, including the following material risks
and  disadvantages  (the  order  does  not  necessarily   reflect  the  relative
significance):  (i)  the  difficulty  and  management  distraction  inherent  in
integrating two large and geographically  dispersed operations and the risk that
the  synergies  and benefits  sought in the Merger might not be fully  achieved;
(ii) the risk that the Merger would not be consummated and the potential effects
that the  failure  to  consummate  might  have on the  business,  employees  and
customers  of May & Speh;  (iii) the  expenses  expected to be incurred by May &
Speh in connection with the Merger; and (iv) the substantial acquisition history
of Acxiom and the  inherent  uncertainty  this creates with respect to analyzing
the historical and projecting the future  performance of Acxiom.  The May & Speh
Board of Directors  believed that these potential risks and  disadvantages  were
outweighed by the potential benefits anticipated to be realized from the Merger.

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  The foregoing  discussion of the material factors and potential material risks
and  disadvantages  considered  by the May & Speh  Board is not  intended  to be
exhaustive.  In view of the wide  variety of  factors,  risks and  disadvantages
considered in connection with its evaluation of the Merger, the May & Speh Board
did not find it practicable to, and did not,  quantify or assign any relative or
specific  weights to the foregoing  matters,  and individual  directors may have
deemed different matters more significant than others.                          

OPINION OF MAY & SPEH'S FINANCIAL ADVISOR                                       

  May & Speh  asked DLJ,  in its role as  financial  advisor  to May & Speh,  to
render an opinion to the May & Speh Board of Directors as to the fairness of the
Exchange  Ratio  from a  financial  point of view to the  holders  of May & Speh
Common Stock.  On May 26, 1998,  DLJ delivered its written  opinion to the May &
Speh Board of Directors  that, as of such date and based upon and subject to the
assumptions,  limitations  and  qualifications  set forth in such  opinion,  the
Exchange  Ratio was fair from a financial  point of view to the holders of May &
Speh Common Stock.                                                              

  THE FULL TEXT OF THE DLJ OPINION IS ATTACHED HERETO AS ANNEX E. THE SUMMARY OF
THE DLJ OPINION SET FORTH IN THIS PROXY  STATEMENT/PROSPECTUS  IS  QUALIFIED  BY
REFERENCE TO THE FULL TEXT OF THE DLJ OPINION. MAY & SPEH STOCKHOLDERS ARE URGED
TO  READ  THE DLJ  OPINION  CAREFULLY  AND IN ITS  ENTIRETY  FOR THE  PROCEDURES
FOLLOWED, ASSUMPTIONS MADE, OTHER MATTERS CONSIDERED AND LIMITS OF THE REVIEW BY
DLJ IN CONNECTION WITH SUCH OPINION.                                            

  The DLJ Opinion was  prepared  for the May & Speh Board of  Directors  and was
directed  only to the fairness  from a financial  point of view,  as of the date
thereof,  of the Exchange  Ratio to the holders of May & Speh Common Stock.  DLJ
expressed  no  opinion  in the DLJ  Opinion as to the prices at which the Acxiom
Common  Stock  would  actually  trade  at any  time.  The  type  and  amount  of
consideration was determined in arm's length negotiations between Acxiom and May
& Speh, in which  negotiations  DLJ advised May & Speh. The DLJ Opinion does not
address  the  relative  merits of the Merger and the other  business  strategies
considered  by the May & Speh Board of  Directors  nor does it address the May &
Speh  Board's  decision  to proceed  with the Merger.  The DLJ Opinion  does not
constitute a recommendation to any stockholder as to how such stockholder should
vote on the Merger.                                                             

  May  &  Speh  selected  DLJ  as  its  financial   advisor  because  it  is  an
internationally   recognized   investment  banking  firm  that  has  substantial
experience  in the  businesses in which May & Speh competes and is familiar with
May & Speh and its businesses.  As part of its investment banking business,  DLJ
is regularly engaged in the valuation of businesses and securities in connection
with mergers, acquisitions, underwritings, sales and distributions of listed and
unlisted  securities,  private placements and valuations for corporate and other
purposes.                                                                       

  In arriving at the DLJ  Opinion,  DLJ reviewed  the Merger  Agreement  and the
exhibits  thereto,  the  May & Speh  Option  Agreement  and  the  Acxiom  Option
Agreement.  DLJ also reviewed  financial and other information that was publicly
available or furnished  to DLJ by May & Speh and Acxiom,  including  information
provided during discussions with their respective  managements.  Included in the
information provided during such discussions were certain financial  projections
of May & Speh  prepared by the  management  of May & Speh and certain  financial
projections  of Acxiom  prepared by the management of Acxiom.  In addition,  DLJ
compared  certain  financial and  securities  data of May & Speh and Acxiom with
publicly  available   information   concerning  various  other  companies  whose
securities are traded in public  markets,  reviewed the historical  stock prices
and trading  volumes of the May & Speh Common Stock and the Acxiom Common Stock,
reviewed  prices and premiums paid in certain other  business  combinations  and
conducted  such other  financial  studies,  analyses and  investigations  as DLJ
deemed appropriate for purposes of rendering the DLJ Opinion.                   

  In  rendering  the DLJ  Opinion,  DLJ relied upon and assumed the accuracy and
completeness of all of the financial and other information that was available to
it from  public  sources,  that was  provided  to it by May & Speh and Acxiom or
their  respective  representatives,  or that was otherwise  reviewed by DLJ. DLJ
relied upon the  estimates of the  management of May & Speh as to the amount and
timing of certain operating cost savings                                        

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synergies estimated by such management to be potentially  achievable as a result
of the  Merger  and upon  DLJ's  discussions  of such  synergies  and the timing
thereof with the management of Acxiom. With respect to the financial projections
supplied  to DLJ,  DLJ  assumed  that they were  reasonably  prepared on a basis
reflecting  the  best  currently   available  estimates  and  judgments  of  the
managements  of May & Speh and Acxiom as to the future  operating  and financial
performance  of  May &  Speh  and  Acxiom,  respectively.  DLJ  did  not  assume
responsibility   for  making  any  independent   evaluation  of  the  assets  or
liabilities of May & Speh or Acxiom, or for making any independent  verification
of the information  reviewed by DLJ. DLJ further assumed that the Merger will be
accounted for as a pooling of interests under U.S. generally accepted accounting
principles  and  that it will  qualify  as a  tax-free  reorganization  for U.S.
federal  income tax  purposes.  DLJ also relied as to certain  legal  matters on
advice of counsel to May & Speh.                                                

  The DLJ Opinion was necessarily based on economic, market, financial and other
conditions as they existed on, and on the  information  made available to DLJ as
of, the date of the DLJ Opinion. Although subsequent developments may affect the
DLJ Opinion, DLJ does not have any obligation to update,  revise or reaffirm its
opinion, and May & Speh's obligation to consummate the Merger is not conditioned
upon an update  of the DLJ  Opinion.  May & Speh  presently  does not  intend to
obtain an update of the DLJ Opinion prior to the May & Speh Meeting.            

  The following is a summary of the  presentation  made by DLJ to the May & Speh
Board of Directors at its May 22, 1998 meeting, as updated by DLJ's presentation
to the  May & Speh  Board  at its May  26,  1998  meeting,  in  connection  with
rendering the DLJ Opinion. For purposes of the following analyses,  the Exchange
Ratio was  calculated  based upon the closing stock price of Acxiom Common Stock
on May 22, 1998.                                                                

  Stock Price History.  To provide  contextual data and comparative market data,
DLJ examined the history of the trading prices and their relative  relationships
for both May & Speh Common Stock and Acxiom  Common  Stock for the  twelve-month
period ended May 20, 1998.  DLJ also reviewed the daily closing  prices of May &
Speh Common Stock and Acxiom Common Stock and compared such closing stock prices
with the closing stock prices of the Direct Marketing Companies, the Outsourcing
Companies (each as defined herein) and the S&P 400 Index.  This  information was
presented  solely to provide  the May & Speh Board with  background  information
regarding  the stock prices of May & Speh Common  Stock and Acxiom  Common Stock
over the periods indicated.                                                     

  Comparable Publicly Traded Company Analysis.  DLJ analyzed selected historical
and projected operating information,  stock market data and financial ratios for
certain  publicly traded direct  marketing and database  service  companies (the
"Direct Marketing  Companies") and certain publicly traded outsourcing and other
business service companies (the "Outsourcing  Companies",  and collectively with
the  Direct  Marketing  Companies,  the  "Comparable  Companies").   The  Direct
Marketing Companies consisted of Acxiom,  American Business  Information,  Inc.,
Equifax Inc., Fair, Isaac and Company, Inc. and Harte-Hanks Communications, Inc.
The  Outsourcing  Companies  consisted of Affiliated  Computer  Services,  Inc.,
Automatic Data  Processing,  Inc.,  BISYS Group,  Inc.,  Electronic Data Systems
Corporation, First Data Corporation and Fiserv, Inc.                            

  DLJ  compared  the  enterprise  value  (defined  as common  equity  value plus
long-term debt plus the liquidation  value of the preferred  stock, if any, plus
the value of minority interests,  if any, minus cash and short-term investments)
and the  common  equity  value  (as of May 22,  1998) of each of the  Comparable
Companies to certain  selected  financial  data. In examining  these  Comparable
Companies,  DLJ analyzed the enterprise  value of the companies as a multiple of
each company's  respective  latest  twelve-month  ("LTM") revenue,  LTM earnings
before  interest,  taxes,  depreciation  and  amortization  ("EBITDA")  and  LTM
earnings before interest and taxes ("EBIT"),  and the common equity value of the
companies  as a multiple of each  company's  respective  LTM  earnings per share
("EPS"),  projected  calendar 1998 EPS ("1998 EPS") and projected  calendar 1999
EPS ("1999 EPS").  DLJ's analysis of the Direct Marketing  Companies yielded the
following: LTM revenue multiples ranged from 2.1x to 4.1x with a median of 3.1x,
LTM EBITDA multiples ranged from 10.7x to 14.4x with a median of 13.4x, LTM EBIT
multiples  ranged from 14.7x to 27.4x with a median of 17.3x,  LTM EPS multiples
ranged  from 22.9x to 37.1x with a median of 27.8x,  1998 EPS  multiples  ranged
from 19.3x to 31.3x                                                             

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with a median of 24.4x, and 1999 EPS multiples ranged from 15.7x to 25.6x with a
median of  20.4x.  DLJ's  analysis  of the  Outsourcing  Companies  yielded  the
following: LTM revenue multiples ranged from 1.3x to 4.1x with a median of 2.9x,
LTM EBITDA  multiples ranged from 7.2x to 17.0x with a median of 11.6x, LTM EBIT
multiples  ranged from 13.0x to 21.5x with a median of 16.0x,  LTM EPS multiples
ranged  from 19.7x to 33.7x with a median of 25.0x,  1998 EPS  multiples  ranged
from 19.1x to 30.3x with a median of 21.9x,  and 1999 EPS multiples  ranged from
16.8x to 26.7x with a median of 18.7x.                                          

  DLJ then  calculated  implied  values per share of May & Speh Common  Stock by
applying May & Speh's  actual and certain  forecasted  financial  results to the
weighted average of the high and low multiples  derived from its analysis of the
public company comparables described above (assigning a 60% weight to the Direct
Marketing  Companies  and  a 40%  weight  to  the  Outsourcing  Companies).  DLJ
calculated  ranges of per share  implied  values of May & Speh  Common  Stock as
follows:  $7.67 to  $14.47  (based  on  enterprise  value as a  multiple  of LTM
revenues);  $10.51 to $15.82  (based on  enterprise  value as a multiple  of LTM
EBITDA); $12.13 to $19.79 (based on enterprise value as a multiple of LTM EBIT);
$11.46 to $18.94 (based on common equity value as a multiple of LTM EPS); $12.30
to $19.79 (based on common  equity value as a multiple of 1998 EPS);  and $12.27
to $19.76  (based on common  equity  value as a multiple  of 1999 EPS),  in each
case,  as  compared to the $17.80  implied  value per share of May & Speh Common
Stock (based on the Exchange  Ratio  multiplied  by the $22.25 per share closing
stock price of Acxiom Common Stock on May 22, 1998).                            

  Comparable M&A Transaction  Analysis.  DLJ reviewed ten selected  acquisitions
involving  companies  which DLJ deemed to be  comparable to May & Speh (the "M&A
Transactions"):  (i) Metromail  Corporation / The Great Universal Stores P.L.C.;
(ii) Neodata Services, Inc. / Electronic Data Systems Corporation;  (iii) Direct
Marketing  Technology,  Inc. / Experian  Corporation (The Great Universal Stores
P.L.C.); (iv) Database America Companies/ American Business  Information,  Inc.;
(v) Experian  Corporation / The Great  Universal  Stores P.L.C.;  (vi) Donnelley
Marketing  Inc.  / First  Data  Corporation;  (vii)  TRW  Information  Systems &
Services  (Experian)  / The  Thomas H. Lee Co.  and Bain  Capital  Inc.;  (viii)
DiMark, Inc. / Harte-Hanks  Communications,  Inc.; (ix) DIMAC Marketing Company/
Heritage Media  Corporation;  and (x) SHL Systemhouse Inc. / MCI  Communications
Corporation. In examining these acquisitions,  DLJ compared the enterprise value
of the acquired  company implied by each of these  transactions as a multiple of
LTM revenue and LTM EBITDA to certain selected financial data. DLJ's analysis of
enterprise  value as a multiple of (i) LTM revenue  yielded a range of multiples
of 0.9x to 3.8x with a median of 2.1x, as compared to 5.3x for May & Speh in the
Merger, and (ii) LTM EBITDA yielded a range of multiples of 7.4x to 14.2x with a
median of 10.6x,  as compared  to 17.7x for May & Speh in the  Merger.  DLJ also
compared  the common  equity value of the  acquired  company  implied by each of
these  transactions as a multiple of LTM EPS to certain selected financial data.
DLJ's analysis of such common equity values yielded a median  multiple of 23.9x,
as compared to 33.6x for May & Speh in the Merger.  Although  DLJ also  examined
the high and low ranges of multiples of such common  equity  value,  DLJ did not
rely on such multiples in its analysis due to the absence of any meaningful data
for certain of the M&A Transactions.                                            

  DLJ then  calculated  implied  values per share of May & Speh Common  Stock by
applying May & Speh's  actual  financial  results to the high and low  multiples
derived from its analysis of the acquisition  comparables  described  above. DLJ
calculated  ranges of per share  implied  values of May & Speh  Common  Stock as
follows:  $5.06 to  $13.52  (based  on  enterprise  value as a  multiple  of LTM
revenues);  and $8.85 to $14.74 (based on enterprise  value as a multiple of LTM
EBITDA) , in each case, as compared to the $17.80 implied value per share of May
& Speh Common Stock (based on the Exchange  Ratio  multiplied  by the $22.25 per
share  closing  stock price of Acxiom  Common Stock on May 22,  1998).  DLJ also
calculated a per share implied value of May & Speh Common Stock of $12.67, based
on common  equity  value as a multiple of median LTM EPS, as compared to the per
share implied value of $17.80.                                                  

Comparable Premiums Paid Analysis. DLJ determined the implied premium over  
the common stock trading prices for one day, one week and four weeks prior to   
the announcement date of 38 selected domestic merger or acquisition             
transactions involving companies not necessarily comparable to May & Speh,      
ranging from $500 million to $700 million in transaction value and completed    
from May 23, 1996 through May 4, 1998. The                                      

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high,  low and median  premiums  for the selected  transactions  over the common
stock  trading  prices  for:  (i) one day  prior to the  announcement  date were
173.7%,  (5.5%) and 24.6%,  respectively,  as compared to the implied premium in
the  Merger  for the May & Speh  Common  Stock one day prior to May 22,  1998 of
15.8%,  (ii) one week prior to the  announcement  date were  106.9%,  (6.1%) and
28.7%,  respectively,  as compared to the implied  premium in the Merger for the
May & Speh  Common  Stock one week prior to May 22, 1998 of 21.7% and (iii) four
weeks  prior  to  the   announcement   date  were  163.7%,   (5.5%)  and  36.1%,
respectively,  as compared  to the  implied  premium in the Merger for the May &
Speh Common Stock four weeks prior to May 22, 1998 of 23.8%.  Applying the above
median  comparable  premiums to the closing price of the May & Speh Common Stock
on one day,  one week and four weeks prior to May 22,  1998  implies a valuation
per share of May & Speh Common Stock of $19.16, $18.82 and $19.56, respectively,
as compared to the $17.80 implied value per share of the May & Speh Common Stock
(based on the Exchange  Ratio  multiplied  by the $22.25 per share closing stock
price of Acxiom Common Stock on May 22, 1998) and the closing  prices of the May
& Speh  Common  Stock one day,  one week and four weeks prior to May 22, 1998 of
$15.38, $14.63 and $14.38, respectively.                                        

  Contribution  Analysis.  DLJ analyzed the relative contributions of May & Speh
and Acxiom to the pro forma combined  entity based on selected  financial  data,
assuming no  Synergies.  In this  analysis,  DLJ  compared  the 31.7%  ownership
interest  that  holders  of May & Speh  Common  Stock will have in the pro forma
combined  entity  with  the  relative  contribution  of  May & Speh  to  certain
financial data for the pro forma combined entity,  including  sales,  EBITDA and
EBIT for  Acxiom's  fiscal year ending March 31, 1998  ("Fiscal  Year 1998") and
Acxiom's  projected  fiscal year ending March 31, 1999 ("Fiscal Year 1999").  In
each case, the financial  data for the pro forma combined  entity was determined
by adding the financial data for May & Speh and Acxiom.  This analysis indicated
that May & Speh would  contribute  (i) 18.3% and 19.5% of the pro forma combined
entity's  sales for Fiscal  Year 1998 and Fiscal Year 1999,  respectively;  (ii)
23.6% and 24.6% of the pro forma combined  entity's  EBITDA for Fiscal Year 1998
and Fiscal Year 1999,  respectively;  and (iii) 29.4% and 29.5% of the pro forma
combined entity's EBIT for Fiscal Year 1998 and Fiscal Year 1999, respectively. 

  DLJ also  compared  the 31.7%  ownership  interest  that holders of May & Speh
Common  Stock  will  have in the pro forma  combined  entity  with the  relative
contribution of May & Speh to the estimated net income of the pro forma combined
entity  (determined by adding the net income of May & Speh and Acxiom for Fiscal
Year 1998 and Fiscal Year 1999).  This analysis  indicated that May & Speh would
contribute  28.4% and 28.8% of the net income of the pro forma  combined  entity
for Fiscal Year 1998 and Fiscal Year 1999, respectively.                        

  DLJ then calculated the implied values per share of May & Speh Common Stock by
applying the financial data percentage  contributions described above to the pro
forma equity value of the combined entity and dividing such data by May & Speh's
diluted  shares.  DLJ calculated  per-share  implied values of May & Speh Common
Stock as  follows:  $10.27 and $10.95 for Fiscal Year 1998 and Fiscal Year 1999,
respectively  (based on contribution to the pro forma combined  entity's sales);
$13.25 and $13.86 for Fiscal Year 1998 and Fiscal Year 1999, respectively (based
on contribution to the pro forma combined  entity's  EBITDA);  $16.51 and $16.59
for Fiscal Year 1998 and Fiscal Year 1999,  respectively  (based on contribution
to the pro forma combined  entity's EBIT); and $15.95 and $16.17 for Fiscal Year
1998 and Fiscal Year 1999,  respectively (based on contribution to the pro forma
combined  entity's net income),  in each case, as compared to the $17.80 implied
value  per  share  of May & Speh  Common  Stock  (based  on the  Exchange  Ratio
multiplied by the $22.25 per share closing stock price of Acxiom Common Stock on
May 22, 1998).                                                                  

  Discounted  Cash Flow Analysis.  DLJ performed a discounted  cash flow ("DCF")
analysis  (i.e.,  an analysis of the present value of projected cash flows using
the discount rates and terminal year EBITDA multiples  indicated below) of May &
Speh using projections and assumptions provided by the management of May & Speh.
The DCF for May & Speh was estimated  using  discount  rates ranging from 11% to
14% and  terminal  multiples of  estimated  EBITDA for May & Speh's  fiscal year
ending September 30, 2003 ranging from 10.0x to 14.0x.  This analysis yielded an
implied common equity value range of $17.22 to $25.26 per fully diluted share of
May & Speh Common  Stock,  as compared to the $17.80  implied value per share of
May & Speh Common Stock (based on the Exchange  Ratio  multiplied  by the $22.25
per share closing stock price of Acxiom Common Stock on May 22, 1998).          

  The summary set forth above does not purport to be a complete  description  of
the analyses  performed by DLJ but  describes,  in summary  form,  the principal
elements of the presentations made by DLJ to the May &                          

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Speh  Board  of  Directors  on May 22 and May 26,  1998.  The  preparation  of a
fairness opinion involves various  determinations as to the most appropriate and
relevant  methods of financial  analysis and the application of these methods to
the  particular  circumstances  and,  therefore,  such an opinion is not readily
susceptible to summary  description.  Each of the analyses  conducted by DLJ was
carried out in order to provide a different  perspective on the  transaction and
to add to the total mix of information available.  DLJ did not form a conclusion
as to whether any  individual  analysis,  considered in isolation,  supported or
failed to  support an opinion as to  fairness  from a  financial  point of view.
Rather,  in reaching its conclusion,  DLJ considered the results of the analyses
in light of each other and  ultimately  reached its opinion based on the results
of all  analyses  taken as a whole.  Accordingly,  notwithstanding  the separate
factors  summarized above, DLJ has indicated to May & Speh that it believes that
its analyses must be considered  as a whole and that  selecting  portions of its
analyses and the factors considered by it, without  considering all analyses and
factors,  could create an incomplete view of the evaluation  process  underlying
its opinion.  The analyses  performed by DLJ are not  necessarily  indicative of
actual  values  or  future  results,  which  may be  significantly  more or less
favorable than suggested by such analyses.                                      

  Pursuant to the terms of an engagement agreement dated May 1, 1998, May & Speh
has agreed to pay DLJ (i) a fee of $750,000  upon  delivery of the DLJ  Opinion,
(ii) an  additional  fee of  $50,000  for each  additional  or  updated  opinion
delivered by DLJ and (iii) an additional  fee upon  consummation  of the Merger.
Upon consummation of the Merger, DLJ will receive a fee equal to (a) one half of
one percent (0.5%) of the aggregate  amount of  consideration  received by May &
Speh  stockholders  (based on the fair market  value of Acxiom  Common  Stock as
determined  by the last sales price for such  securities on the last trading day
thereof  prior to the  consummation  of the  Merger,  and  treating  any  shares
issuable  upon  exercise of options,  warrants or other rights of  conversion as
outstanding) (the  "Consideration")  up to and including $400 million;  plus one
and one half percent (1.5%) of the Consideration in excess of $400 million up to
and  including  $665  million;  plus  two and one  half  percent  (2.5%)  of the
Consideration  in excess of $665 million;  provided,  however,  that the maximum
fees to be  received  by DLJ under  the  engagement  agreement  will in no event
exceed  in the  aggregate  one  percent  (1%)  of the  Consideration.  Any  fees
previously  paid to DLJ pursuant to clauses (i) or (ii) of the first sentence of
this paragraph  will be deducted from any fee to which DLJ is entitled  pursuant
to the preceding sentence. In addition,  May & Speh has agreed to reimburse DLJ,
upon request by DLJ from time to time,  for  reasonable  out-of-pocket  expenses
(including  the  reasonable  fees and  expenses of  counsel)  incurred by DLJ in
connection  with its  engagement  thereunder,  and to indemnify  DLJ and certain
related persons  against certain  liabilities in connection with its engagement,
including  liabilities  under U.S.  federal  securities laws. DLJ and May & Speh
negotiated the terms of the fee arrangement at arm's length,  and the May & Speh
Board of  Directors  was aware of such  arrangement,  including  the fact that a
significant  portion of the  aggregate  fee  payable to DLJ is  contingent  upon
consummation of the Merger.                                                     

  In the ordinary course of business, DLJ and its affiliates may own or actively
trade the securities of May & Speh and Acxiom for their own accounts and for the
accounts of their  customers  and,  accordingly,  may at any time hold a long or
short position in May & Speh or Acxiom securities.  DLJ has performed investment
banking and other services for May & Speh in the past,  including serving as the
lead managing  underwriter  in the March 1996 initial  public  offering of May &
Speh  Common  Stock  and as the lead  managing  underwriter  in the  March  1998
concurrent  offering  of May & Speh's  53%  convertible  subordinated  notes and
common stock. In the past two years,  May & Speh and its affiliates have paid an
aggregate of  approximately  $4.0 million to DLJ in connection  with  investment
banking services provided by DLJ.                                               

TERMS OF THE MERGER                                                             

  Set  forth  below  is a brief  description  of  certain  terms  of the  Merger
Agreement.  This description does not purport to be complete and is qualified by
reference to the Merger Agreement, a copy of which is attached hereto as Annex A
and is incorporated herein by reference.                                        

  Structure;  Effective Time;  Stockholder  Approvals.  Upon the satisfaction or
waiver of certain  conditions  set forth in the Merger  Agreement,  Sub shall be
merged  with  and  into  May & Speh,  and the  separate  existence  of Sub  will
thereupon  cease  and  May &  Speh  will  survive  the  Merger  (the  "Surviving
Corporation") as a wholly                                                       

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owned  subsidiary of Acxiom.  The Merger will become  effective  when a properly
executed  certificate of Merger (the "Certificate of Merger") is duly filed with
the  Secretary of State of the State of Delaware or at such  subsequent  time as
Acxiom and May & Speh agree and is specified in the  Certificate  of Merger (the
"Effective Time"). The filing of the Certificate of Merger will occur as soon as
practicable after the date on which the transactions  contemplated by the Merger
Agreement will have occurred.                                                   

  The Merger Agreement  provides that (i) the Certificate of  Incorporation  and
By-Laws  of Sub will be the  Certificate  of  Incorporation  and  By-Laws of the
Surviving  Corporation,  (ii) the directors of Sub at the Effective Time will be
the initial  directors of the Surviving  Corporation,  and (iii) the officers of
May & Speh will be the initial officers of the Surviving Corporation.           

  Conversion of Shares. At the Effective Time, without any action on the part of
the  holders of any of the capital  stock of Sub or May & Speh,  pursuant to the
Merger  Agreement:  (i)  each  share  of  May & Speh  Common  Stock  issued  and
outstanding  immediately  prior to the Effective Time (other than shares held by
Acxiom or any  subsidiary of Acxiom) will be converted into the right to receive
0.8 of a share of Acxiom Common  Stock;  (ii) each share held in the treasury of
May & Speh and each share held by Acxiom or any subsidiary of Acxiom immediately
prior to the  Effective  Time will be cancelled  and retired and cease to exist;
and (iii) each share of Common  Stock,  par value $.01 per share,  of Sub issued
and outstanding  immediately  prior to the Effective Time will be converted into
and exchangeable for one share of common stock of the Surviving Corporation.    

  Exchange of Certificates. As soon as practicable after the Effective Time, The
First National Bank of Chicago, or such other bank or trust company which may be
designated in accordance with the Merger Agreement (the "Exchange Agent"),  will
send  transmittal  forms to the  former May & Speh  stockholders,  to be used in
forwarding their certificates representing May & Speh Common Stock for surrender
and exchange for (i)  certificates  representing  the number of shares of Acxiom
Common  Stock into which  their May & Speh  Common  Stock was  converted  in the
Merger and (ii) cash for any  fractional  share  interests in such Acxiom Common
Stock to which such holders  otherwise would be entitled.  Until such surrender,
certificates  representing  shares of May & Speh Common  Stock will be deemed to
represent  the number of shares of Acxiom  Common  Stock into which such  Common
Stock  was  converted  in  the  Merger,  except  that  holders  of  May  &  Speh
certificates will not be entitled to receive dividends or any other distribution
from Acxiom until such  certificates are so surrendered.  When such certificates
are  surrendered,  the  holders of the Acxiom  certificates  issued in  exchange
therefor will be paid,  without interest,  any dividends or other  distributions
which may have become payable with respect to such Acxiom Common Stock since the
Effective Time.                                                                 

  No Fractional  Securities.  No certificates or scrip  representing  fractional
shares of Acxiom  Common Stock will be issued,  and no dividend,  stock split or
other change in the capital  structure  of Acxiom will relate to any  fractional
share interest.  A fractional share interest shall not entitle the owner thereof
to vote or to any rights of a Acxiom stockholder. In lieu of any such fractional
share  interest,  each holder of May & Speh Common Stock who otherwise  would be
entitled to receive a fraction of a share of Acxiom  Common  Stock in the Merger
will be paid cash upon surrender of stock certificates for exchange in an amount
equal to the product of such  fraction  multiplied  by the closing sale price of
Acxiom  Common Stock on the NASDAQ  National  Market on the day of the Effective
Time,  or if shares of Acxiom  Common  Stock are not so traded on such day,  the
closing sale price on the next  preceding  day on which such stock was traded on
the NASDAQ National Market.                                                     

  Conversion of Employee Stock Options.  At the Effective Time, each outstanding
Employee  Stock Option (as defined in the Merger  Agreement)  granted  under any
employee stock option plan or program of May & Speh, whether or not exercisable,
shall be  converted  into an option to  purchase  the number of shares of Acxiom
Common Stock equal to the number of shares of May & Speh Common Stock subject to
such Employee Stock Option immediately prior to the Effective Time multiplied by
the  Exchange  Ratio  (rounded to the nearest  whole  number of shares of Acxiom
Common  Stock),  at an exercise  price per share equal to the exercise price for
each such share of May & Speh Common Stock subject to such option divided by the
Exchange Ratio  (rounded down to the nearest whole cent),  and all references in
each  such  Employee  Stock  Option  to May & Speh  shall be  deemed to refer to
Acxiom, where appropriate.                                                      

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  Certain Representations and Warranties.  The Merger Agreement contains various
customary  representations  and warranties  relating to, among other things: (i)
each of May & Speh's and Acxiom's and certain of their respective subsidiaries',
organization,  existence,  good standing and authority and  qualification  to do
business;  (ii) each of May & Speh's  and  Acxiom's  capital  structure  and the
ownership  of  Sub  by  Acxiom;   (iii)  each  of  May  &  Speh's  and  Acxiom's
subsidiaries;   (iv)  authorization,   execution,   delivery,   performance  and
enforceability of the Merger Agreement and related matters;  (v) compliance with
applicable law; (vi) the absence of conflicts, violations or defaults under each
of May & Speh's and  Acxiom's  certificates  of  incorporation  and  by-laws and
certain other agreements and documents;  (vii) government approvals and required
consents;  (viii) the documents and reports  filed with the  Commission  and the
accuracy  of  the  information   contained  therein;  (ix)  subject  to  certain
exceptions,  absence  of  certain  specified  material  changes  or  events  and
undisclosed  liabilities;  (x) litigation;  (xi) employee plans;  (xii) patents,
trademarks  and other  proprietary  rights and  information;  (xiii) certain tax
matters;   (xiv)  material   contracts  and  title  to   properties;   (xv)  the
inapplicability  of May & Speh's Rights  Agreement or  Delaware's  anti-takeover
statute to the Merger;  (xvi) labor  matters;  (xvii) the lack of  ownership  of
Acxiom Common Stock by May & Speh or its  subsidiaries and the lack of ownership
of May & Speh Common Stock by Acxiom;  (xviii) the vote required for approval of
the Merger by the  stockholders  of May & Speh and Acxiom;  (xix) the receipt of
opinions of DLJ in the case of May & Speh,  and Stephens,  in the case of Acxiom
regarding the fairness of the  transaction  from a financial point of view; (xx)
the  absence of actions  adversely  affecting  pooling of  interests  accounting
treatment; and (xxi) the accuracy of certain information supplied by each of May
& Speh and Acxiom in connection with the  Registration  Statement and this Proxy
Statement/Prospectus.                                                           

Irrevocable Proxies. As an inducement and a condition to entering into the  
Merger Agreement, each of Lawrence J. Speh, Albert J. Speh, Jr. and certain     
trusts of which Messrs. Speh and Speh are the trustees (the "May & Speh Proxy   
Stockholders") granted irrevocable proxies (the "May & Speh Proxies") to        
Acxiom.                                                                         

  Pursuant to the May & Speh Proxies,  each of the May & Speh Proxy Stockholders
granted to Acxiom an irrevocable  proxy to vote an aggregate of 2,892,895 shares
of May & Speh Common  Stock  (representing  approximately  11% of the May & Speh
Common  Stock  entitled  to vote at the May & Speh  Meeting as of the May & Speh
Record  Date) owned of record by such  stockholders  in favor of any proposal to
approve  and  adopt  the  Merger  Agreement  and the  transactions  contemplated
thereby.  If the power granted under the May & Speh Proxies is unexercisable for
any  reason,  each of the May & Speh Proxy  Stockholders  has agreed to vote the
shares of May & Speh Common Stock  subject to the May & Speh Proxies in favor of
any  proposal to approve  and adopt the Merger  Agreement  and the  transactions
contemplated thereby. Each of the May & Speh Proxies provides that any shares of
May & Speh Common Stock granted upon the exercise of any Employee  Stock Options
by the May & Speh Proxy  Stockholders  during the term of the May & Speh Proxies
shall be subject to the proxy granted thereunder.                               

  As an  inducement  and a  condition  to  entering  into the Merger  Agreement,
Charles D.  Morgan,  the  Chairman  of the Board and  Company  Leader of Acxiom,
Robert  A.  Pritzker,  a  director  of  Acxiom,  The  Pritzker   Foundation,   a
not-for-profit  foundation,  one of the trustees of which is Mr.  Pritzker,  and
Trans Union  Corporation  ("Trans  Union" and together  with Messrs.  Morgan and
Pritzker and The Pritzker Foundation, the "Acxiom Proxy Stockholders"),  granted
to May & Speh  irrevocable  proxies  (the "Acxiom  Proxies")  with respect to an
aggregate of 8,037,425 shares of Acxiom Common Stock (representing approximately
15% of the Acxiom Common Stock  entitled to vote at the Acxiom Meeting as of the
Acxiom  Record  Date)  pursuant  to which  May & Speh has the power to vote such
shares in favor of any  proposal to approve the issuance of the shares of Acxiom
Common Stock pursuant to the Merger Agreement and the transactions  contemplated
thereby.  If the power granted under the Acxiom Proxies is unexercisable for any
reason,  each of the Acxiom Proxy  Stockholders has agreed to vote the shares of
Acxiom  Common  Stock  subject  to the  Acxiom  Proxies  in favor of the  Merger
Proposal and the transactions contemplated thereby.                             

  The May & Speh Proxy  Stockholders  and the  Acxiom  Proxy  Stockholders  have
agreed  not to,  directly  or  indirectly,  sell,  transfer,  further  pledge or
otherwise  dispose of their shares,  grant any subsequent  proxies or enter into
any voting  agreement  or  arrangement  or voting  trust  with  respect to their
shares. In addition, the May &                                                  

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Speh Proxy  Stockholders have agreed not to initiate or solicit any inquiries or
proposals  with  respect  to,  or,  subject  to  fiduciary  duties,   engage  in
negotiations concerning or provide any confidential information relating to, any
acquisition,  business combination or purchase of all or any significant portion
of the assets of, or any equity  interest  in (other than their  shares),  May &
Speh or any of their subsidiaries.                                              

  Each of the May & Speh  Proxies  and the  proxy  granted  by Mr.  Morgan  will
terminate  upon the earlier of (i) the  effectiveness  of the  Merger,  (ii) the
termination of the Merger  Agreement,  or (iii) notice of termination by Acxiom.
The proxies  granted by The Pritzker  Foundation,  Trans Union and Mr.  Pritzker
will terminate upon the earlier of (i) the effectiveness of the Merger, (ii) the
termination of the Merger Agreement, or (iii) October 31, 1998.                 

  Copies of the Acxiom  Proxies and the May & Speh Proxies are filed as exhibits
to the Merger Agreement which is attached hereto as Annex A.                    

  Conduct of  Business  Pending the Merger.  May & Speh has agreed  that,  among
other things, prior to consummation of the Merger, unless Acxiom shall otherwise
agree in writing or unless otherwise  contemplated by the Merger Agreement,  (i)
it will conduct its business and the businesses of its subsidiaries  only in the
ordinary and usual course of business and consistent with past  practices,  (ii)
there will be no  material  changes in the conduct of its  operations,  (iii) it
will not:  sell,  pledge or agree to sell or pledge any stock owned by it in any
of its  subsidiaries;  amend its  certificate of  incorporation  or by-laws;  or
split,  combine or  reclassify  any shares of its  outstanding  capital stock or
declare, set aside or pay any dividends or other distributions  payable in cash,
stock or  property,  or redeem or  otherwise  acquire  any shares of its capital
stock or shares of the capital stock of any of its subsidiaries, (iv) neither it
nor any of its subsidiaries will (a) subject to certain exceptions authorize for
issuance,  issue or sell or agree to issue or sell any additional  shares of, or
rights of any kind to acquire  any shares  of,  its  capital  stock of any class
(whether  through the  issuance or granting of options,  warrants,  commitments,
subscriptions,  rights to  purchase or  otherwise;  (b)  acquire,  dispose of or
encumber  any fixed  assets or any other  substantial  assets  other than in the
ordinary course of business and consistent  with past practices;  (c) except for
certain indebtedness not in excess of $15,000,000,  incur, assume, or prepay any
indebtedness or any other material liabilities other than in the ordinary course
of business and consistent with past practices;  (d) assume or otherwise  become
directly, contingently or otherwise liable or responsible for the obligations of
any person other than a May & Speh subsidiary in the ordinary course of business
and  consistent  with past  practices;  (e) make any loans,  advances or capital
contributions  to, or  investments  in,  any  other  person,  other  than to its
subsidiaries;  (f) authorize capital  expenditures in excess of $1,000,000;  (g)
make any tax (as hereinafter  defined)  election or settle or compromise any tax
liability;  (h) change its fiscal year;  (i) except as  disclosed in  Commission
reports  filed prior to May 26, 1998, or as required by a  governmental  body or
agency; change its methods of accounting in effect at September 30, 1997, except
as  required  by  changes  in  GAAP as  concurred  by May &  Speh's  independent
auditors; or (j) enter into any contract,  agreement,  commitment or arrangement
with respect to any of the foregoing,  (v) neither it nor its Subsidiaries  will
enter into any new employment  agreements with any of their respective  officers
or employees  or grant any  increases in the  compensation  of their  respective
officers  and  employees  other than  increases  in the  ordinary  course of the
business and consistent  with past practice,  or enter into,  adopt or amend any
employee  benefit plan, (vi) it will use its reasonable best efforts to preserve
the business organization of May & Speh and its subsidiaries, keep available the
services of its and their present  officers and key employees,  and preserve the
goodwill of those having business  relationships  with it and its  subsidiaries,
and (vii) will not take,  or allow to be taken by any of its  subsidiaries,  any
action which would  jeopardize  the treatment of Acxiom's  acquisition  of May &
Speh  as  a  pooling  of  interests  for   accounting   purposes  or  jeopardize
qualification  of the Merger as a  reorganization  within the meaning of Section
368(a) of the Code.                                                             

  Acxiom has agreed that prior to the  Effective  Time,  unless May & Speh shall
otherwise  agree  in  writing,  (i) it  will  conduct  its  businesses  and  the
businesses of its subsidiaries only in the ordinary and usual course of business
and consistent  with past practices,  (ii) there will be no material  changes in
the conduct of Acxiom's  operations,  (iii) it will not: sell or pledge or agree
to sell or pledge any stock  owned by it in any of its  subsidiaries,  amend its
certificate of incorporation or by-laws; split, combine or reclassify any shares
of its                                                                          

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outstanding  capital  stock;  declare,  set aside or pay any  dividend  or other
distribution payable in cash, stock or property; redeem or otherwise acquire any
shares  of its  capital  stock  or  shares  of the  capital  stock of any of its
subsidiaries;  or  consolidate  or merge with or into another  company unless at
least 50% of the Board of Directors of the  surviving  entity are members of the
Board of Directors of Acxiom  immediately  prior to such merger or consolidation
or  are  otherwise  designated  by  Acxiom,  (iv)  neither  it  nor  any  of  it
subsidiaries  will,  authorize for issuance,  issue or sell or agree to issue or
sell any  additional  shares of, or rights of any kind to acquire any shares of,
its capital  stock of any class  (whether  through  the  issuance or granting of
options, warrants, commitments, subscriptions, rights to purchase or otherwise),
or enter into any contract agreement,  commitment or arrangement with respect to
the matters in this clause (iv); (v) it will use its reasonable  best efforts to
preserve  the  business  organization  of  Acxiom  and  its  subsidiaries,  keep
available  the services of its and its  subsidiaries'  present  officers and key
employees, and preserve the goodwill of those having business relationships with
it and its  subsidiaries;  and  (vi) it  will  not  take,  or  allow  any of its
subsidiaries  to take,  any action  which  would  jeopardize  the  treatment  of
Acxiom's  acquisition  of May & Speh as a pooling of  interests  for  accounting
purposes or jeopardize  qualification of the Merger as a  reorganization  within
the meaning of Section 368(a) of the Code.                                      

  Pursuant to the Merger Agreement, from the date of the Merger Agreement to the
Effective  Time,  Sub will not engage in any  activities of any nature except as
provided in or contemplated by the Merger Agreement.                            

  Conditions to Consummation of the Merger. The respective obligations of Acxiom
and May & Speh to effect the Merger are subject to the following conditions: (a)
the approval  and adoption of the Merger  Agreement by May & Speh and the Merger
Proposal by Acxiom at each of their respective  Stockholders'  Meetings, (b) the
effectiveness of the Registration Statement, (c) the receipt by Acxiom and May &
Speh  of the  requisite  consents  from  governmental  entities,  including  the
expiration or termination  of any  applicable  waiting period under the HSR Act,
(d) the absence of a preliminary  or permanent  injunction or other order by any
federal or state  court in the United  States  prohibiting  consummation  of the
Merger,  and (e) the  receipt by each of Acxiom and May & Speh of a letter  from
KPMG Peat  Marwick  LLP stating  that the May & Speh  Merger  will  qualify as a
pooling of interests transaction.                                               

  In addition,  the  obligation of May & Speh to effect the Merger is subject to
the  satisfaction at or prior to the Effective Time of the conditions  that: (a)
each of Acxiom and Sub has  performed in all material  respects its  obligations
under the Merger  Agreement  required to be  performed  by it at or prior to the
Effective  Time  and  the  representations  and  warranties  of  Acxiom  and Sub
contained in the Merger Agreement are true and correct in all material  respects
at and as of the  Effective  Time as if made at and as of such  time,  except as
contemplated by the Merger Agreement,  and (b) May & Speh receives an opinion of
Winston & Strawn regarding tax matters.                                         

  In addition,  the obligation of Acxiom and Sub to effect the Merger is subject
to the  satisfaction  at or prior to the Effective Time of the conditions  that:
(a) May & Speh has performed in all material  respects its obligations under the
Merger  Agreement  required to be performed  by it at or prior to the  Effective
Time and the  representations  and  warranties  of May & Speh  contained  in the
Merger Agreement are true and correct in all material  respects at and as of the
Effective Time as if made at and as of such time,  except as contemplated by the
Merger  Agreement,  and (b) Acxiom receives an opinion of Skadden,  Arps, Slate,
Meagher & Flom LLP regarding tax matters.                                       

  Acquisition Proposals.  The Merger Agreement provides that, from and after the
date thereof, May & Speh will not and May & Speh and the May & Speh Subsidiaries
(as defined in the Merger  Agreement) will use their best efforts to cause their
respective directors,  officers,  employees,  financial advisors, legal counsel,
accountants  and other  agents and  representatives  not to initiate or solicit,
directly or  indirectly,  any  inquiries  or the making of any proposal or offer
with respect to, engage in negotiations  concerning,  provide any information or
data to,  any  person  relating  to any  acquisition,  business  combination  or
purchase  (including  by way of a tender  or  exchange  offer) of (i) all or any
significant portion of the assets of May & Speh and the May & Speh Subsidiaries,
(ii) 15% or more of the outstanding  shares of May & Speh Common Stock, or (iii)
15% or  more  of the  outstanding  shares  of  capital  stock  of any May & Speh
Subsidiary (a "Takeover Proposal"), other than the                              

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Merger;  provided,  however, that nothing contained in Section 7.2 of the Merger
Agreement  will prohibit the May & Speh Board of Directors  from (i)  furnishing
information  to (but only pursuant to a  confidentiality  agreement in customary
form) or entering into discussions or negotiations with any person or group that
makes a Superior  Proposal  (as defined  below) that was not  solicited by May &
Speh or which  did not  otherwise  result  from a breach of  Section  7.2 of the
Merger  Agreement  if, and only to the extent that,  (x) the May & Speh Board of
Directors,  based upon the advice of outside legal  counsel,  determines in good
faith  that such  action is  reasonably  necessary  for the May & Speh  Board of
Directors to comply with its fiduciary  duties to  stockholders  imposed by law,
(y)  concurrently   with  furnishing  such  information  to,  or  entering  into
discussions  or  negotiations  with,  such person or group making this  Superior
Proposal,  May & Speh provides written notice to Acxiom to the effect that it is
furnishing  information to, or entering into  discussions or negotiations  with,
such person or group, and (z) May & Speh keeps Acxiom informed of the status and
all  material  information  including  the identity of such person or group with
respect to any such  discussions or  negotiations  to the extent such disclosure
would not  constitute a violation of any applicable  law. A "Superior  Proposal"
means any Takeover Proposal which the May & Speh Board of Directors concludes in
its good faith  judgment  (based on the advice of outside  legal  counsel  and a
financial advisor of a nationally recognized reputation) to be more favorable to
May & Speh's stockholders than the Merger and for which financing, to the extent
required,  is  fully  committed,  subject  to  customary  conditions;  provided,
however, that the reference to "15%" in clauses (ii) and (iii) of the definition
of Takeover Proposal above will be deemed to be references to "51%."            

  In addition,  the Merger Agreement  provides that May & Speh will, on the date
thereof,  immediately cease and cause to be terminated any existing  activities,
discussions or negotiations  with any person conducted  theretofore with respect
to any of the  foregoing and will notify  Acxiom  immediately  in writing if any
such  inquiries  or  proposals  (including  the  material  terms and  conditions
thereof) are received by, any such  information  is requested  from, or any such
negotiations  or discussions are sought to be initiated or continued with, May &
Speh.  Nothing  contained in the Merger  Agreement will prohibit May & Speh from
taking  and  disclosing  to its  stockholders  a position  contemplated  by Rule
14e-2(a) promulgated under the Exchange Act or from making any disclosure to its
stockholders  if,  in the  good  faith  judgment  of the  May &  Speh  Board  of
Directors, after consultation with outside legal counsel, failure so to disclose
may be inconsistent with its obligations under applicable law.                  

  Termination.  The Merger  Agreement may be terminated at any time prior to the
Effective Time,  whether before or after approval of the Merger Agreement by the
stockholders  of Acxiom or May & Speh,  (i) by mutual  consent of Acxiom,  May &
Speh and Sub;  (ii) by either Acxiom and Sub or May & Speh if the Merger has not
been  consummated on or before December 31, 1998; (iii) by either Acxiom and Sub
or May & Speh if any one of the  conditions to their  respective  obligations to
effect the  Merger  has not been met or waived  prior to or at such time as such
condition can no longer be  satisfied;  (iv) by Acxiom and Sub if a tender offer
or exchange offer for 50% or more of the outstanding  shares of capital stock of
May & Speh is commenced prior to the May & Speh Meeting and the May & Speh Board
of  Directors  fails to  recommend  against  acceptance  of such tender offer or
exchange offer by the May & Speh  stockholders  (including by taking no position
with respect to the  acceptance  of such tender  offer or exchange  offer by its
stockholders)  within the time period  specified  by Rule 14e-2 of the  Exchange
Act;  (v) by  either  Acxiom  and  Sub or May &  Speh  if the  approvals  of the
stockholders of either Acxiom or May & Speh contemplated by the Merger Agreement
have not been  obtained by reason of the failure to obtain the required  vote at
either of the Stockholders'  Meetings or any adjournment thereof; (vi) by Acxiom
and Sub if the Board of Directors  of May & Speh has  withdrawn or modified in a
manner adverse to Acxiom its approval or  recommendation of the Merger Agreement
and the transactions  contemplated thereby; (vii) by either May & Speh or Acxiom
and Sub if the Board of Directors  of May & Speh  reasonably  determines  that a
Takeover Proposal  constitutes a Superior  Proposal,  except that May & Speh may
not  terminate  the Merger  Agreement  pursuant to this clause  (vii) unless and
until (a) three  business  days have elapsed  following  delivery to Acxiom of a
written notice of such determination by the Board of Directors of May & Speh and
during such three business day period May & Speh (x) informs Acxiom of the terms
and  conditions  of the Takeover  Proposal and the identity of the person making
the Takeover Proposal,  and (y) otherwise reasonably cooperates with Acxiom with
respect thereto (subject to the condition that the May & Speh Board of Directors
shall not be                                                                    

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required to take any action that it believes,  after  consultation  with outside
legal  counsel,   would  present  a  reasonable  possibility  of  violating  its
obligations to May & Speh or May & Speh's  stockholders  under  applicable  law)
with the intent of providing  Acxiom with the opportunity to offer to modify the
terms  and  conditions  of  the  Merger   Agreement  so  that  the  transactions
contemplated thereby may be effected,  (b) at the end of such three business day
period the May & Speh Board of Directors  continues  reasonably  to believe that
the Takeover Proposal  constitutes a Superior Proposal,  (c) simultaneously with
such  termination  May & Speh enters into a  definitive  acquisition,  merger or
similar  agreement to effect the Superior Proposal and (d)  simultaneously  with
such termination,  May & Speh pays to Acxiom the Acxiom Termination Fee and fees
and expenses as set forth below,  under "Expenses;  Termination Fees;" (viii) by
May & Speh if the Board of  Directors  of Acxiom has  withdrawn or modified in a
manner  adverse  to May & Speh its  approval  or  recommendation  of the  Merger
Agreement and the  transactions  contemplated  thereby;  or (ix) by either May &
Speh or Acxiom and Sub if there has been a  material  breach by the other of any
of its  representations,  warranties,  covenants or agreements  contained in the
Merger  Agreement or the Option  Agreements,  which if not cured would cause the
conditions to consummation of the Merger  discussed in clauses (a) of the second
and third  paragraphs  under "THE  MERGER--Terms  of the  Merger--Conditions  to
Consummation  of the Merger" not to be  satisfied,  and such breach has not been
cured within 30 days after notice thereof has been received by the party alleged
to be in breach.                                                                

  Expenses;  Termination  Fees.  Except as set forth  below,  whether or not the
Merger is  consummated,  all costs and expenses  incurred in connection with the
Merger Agreement and the transactions  contemplated  thereby will be paid by the
party incurring such expenses,  except that expenses incurred in connection with
printing the Registration Statement and the Proxy  Statement/Prospectus  as well
as the filing fee relating to the Registration  Statement will be shared equally
by Acxiom  and May & Speh.  May & Speh must pay  Acxiom a fee of $20  million in
immediately  available funds and reimburse Acxiom and Sub for up to $2.5 million
in out-of-pocket  fees and expenses (i) if the Merger Agreement is terminated by
(x) Acxiom and Sub pursuant to clauses (iv) or (vi) under "Termination" above or
(y) Acxiom and Sub or by May & Speh pursuant to clause (vii) under "Termination"
above, or (ii) (x) prior to the termination of the Merger Agreement,  a Takeover
Proposal  is  commenced,   publicly  proposed  or  publicly  disclosed  and  not
withdrawn,  (y) the Merger  Agreement is  terminated  by Acxiom and Sub or May &
Speh  pursuant  to clause  (v) under  "Termination"  above  (but only due to the
failure by May & Speh's stockholders to approve the Merger) and (z) concurrently
with or within twelve months after such termination a Takeover Proposal has been
consummated.  Acxiom  must pay May & Speh a fee of $20  million  in  immediately
available funds and reimburse May & Speh for up to $2.5 million in out-of-pocket
fees and  expenses  if (i) the  Merger  Agreement  is  terminated  by May & Speh
pursuant to clause  (viii)  under  "Termination"  above or (ii) (x) prior to the
termination  the  Merger  Agreement,  a proposal  or offer  with  respect to any
acquisition or purchase of all or any  significant  portion of the assets of, or
15% or more of the  outstanding  shares of capital stock of Acxiom is commenced,
publicly  proposed  or  publicly  disclosed  and not  withdrawn,  (y) the Merger
Agreement is terminated by May & Speh pursuant to clause (v) under "Termination"
above  (but only due to the  failure by  Acxiom's  stockholders  to approve  the
issuance of Acxiom  Common  Stock  pursuant to the Merger) and (z)  concurrently
with or within twelve months after such termination  such takeover  proposal has
been consummated.                                                               

  General  Provisions.  The Merger Agreement  contains various customary general
provisions  relating to, among other things, the survival of representations and
warranties  and  agreements,   brokers,  notices,  governing  law,  and  certain
definitions.                                                                    

  Amendment and Waiver. The Merger Agreement may be amended by action of Acxiom,
Sub and May & Speh at any  time  before  or after  the  approval  of the  Merger
Agreement;  provided however, that after any such approval, no amendment will be
made which alters the Exchange  Ratio.  The Merger  Agreement may not be amended
except by an instrument in writing signed by each of the parties thereto.  Prior
to the  Effective  Time,  Acxiom,  Sub and May & Speh  may  extend  the time for
performance  of any of  the  obligations  of the  other  parties  to the  Merger
Agreement and may waive any inaccuracies in the  representations  and warranties
contained  therein or compliance  with any  agreements  or conditions  contained
therein. Any agreement to any extension or waiver                               

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on the part of a party to the Merger  Agreement  will be valid only if set forth
in an  instrument  in  writing  signed  on behalf  of each  party to the  Merger
Agreement.                                                                      

  By-Law  Indemnification  and  Insurance.  The Merger  Agreement  provides that
Acxiom will cause the Surviving  Corporation  to keep in effect in its by-laws a
provision for a period of not less than six years from the  Effective  Time (or,
in the case of matters occurring prior to the Effective Time which have not been
resolved  prior to the sixth  anniversary  of the  Effective  Time,  until  such
matters are finally  resolved)  providing  for  indemnification  of the past and
present officers and directors (the "Indemnified  Parties") of May & Speh to the
fullest  extent  permitted by the DGCL.  For six years from the Effective  Time,
Acxiom  will  indemnify  the  Indemnified  Parties  to the same  extent  as such
Indemnified  Parties  are  entitled  to  indemnification  as  discussed  in  the
preceding  sentence.  In addition,  for a period of six years from the Effective
Time,  Acxiom will either cause to be maintained in effect the current  policies
of directors'  and  officers'  liability  insurance  maintained by May & Speh or
provide substitute policies of at least the same coverage and amounts containing
terms and conditions  which are, in the aggregate,  no less  advantageous to the
insured with respect to claims  arising from facts or events that occurred on or
before the  Effective  Time,  except that in no event will Acxiom be required to
pay with respect to such insurance policies in any one year more than $200,000. 

  Regulatory Approval.  Under the HSR Act, and the rules promulgated  thereunder
by the FTC, the Merger cannot be consummated  until  notification has been given
and certain information has been furnished to the FTC and the Antitrust Division
and specified waiting period requirements have been satisfied.  Acxiom and May &
Speh each filed notification and report forms under the HSR Act with the FTC and
the Antitrust Division on June 30, 1998 with respect to the Merger. The required
waiting  period  expired on July 30,  1998 with  respect  to the Merger  without
Acxiom  or  May &  Speh  receiving  a  request  for  additional  information  or
documentary  material.  At any time before or after  consummation of the Merger,
the  Antitrust  Division or the FTC could take such action  under the  antitrust
laws as it deems  necessary  or  desirable  in the  public  interest,  including
seeking to enjoin the  consummation  of the Merger,  or seeking  divestiture  of
substantial  assets  of Acxiom  or May & Speh.  At any time  before or after the
Effective Time, and notwithstanding that the HSR Act waiting period has expired,
any State could take such action under the antitrust laws as it deems  necessary
or desirable.  Such action could include  seeking to enjoin the  consummation of
the Merger,  or seeking  divestiture  of  substantial  assets of Acxiom or May &
Speh.  Private  parties may also seek to take legal action  under the  antitrust
laws under certain circumstances.                                               

  Reciprocal Stock Option Agreements.  As an inducement to enter into the Merger
Agreement,  each of Acxiom  and May & Speh  granted a stock  option to the other
party. Pursuant to the Option Agreements, each party granted the other an option
to purchase shares of the other party's common stock representing  approximately
19.9% of the shares of such common  stock issued and  outstanding  at such time.
The options may only be exercised upon the occurrence of certain Purchase Events
(none of which has  occurred  as of the date  hereof).  Pursuant  to the  Acxiom
Option  Agreement,  May & Speh  granted  Acxiom  the Acxiom  Option to  purchase
5,188,657.146  shares of May & Speh Common Stock at the Acxiom  Option  Purchase
Price,  subject to the terms and conditions  set forth therein.  Pursuant to the
May & Speh Option Agreement,  Acxiom granted May & Speh the May & Speh Option to
purchase  10,436,929.72  shares of Acxiom  Common Stock at the May & Speh Option
Purchase Price, subject to the terms and conditions set forth therein.          

  The Acxiom Option  Agreement and the May & Speh Option  Agreement are attached
as Annex B and Annex C, respectively, to this Proxy Statement/Prospectus and are
incorporated  herein by reference.  See "CERTAIN  RELATED  TRANSACTIONS  BETWEEN
ACXIOM AND MAY & SPEH--Reciprocal Option Agreements."                           

INTERESTS OF CERTAIN PERSONS IN THE MERGER                                      

  Acxiom.  Other than 500 shares of May & Speh  Common  Stock  owned by Harry C.
Gambill, a director of Acxiom, no director or executive officer of Acxiom or Sub
owns any shares of May & Speh Common Stock.                                     

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  May & Speh.  In  considering  the unanimous  recommendation  of the May & Speh
Board with respect to the Merger Agreement,  May & Speh  stockholders  should be
aware that certain  officers and  directors of May & Speh (or their  affiliates)
have  interests  in the Merger  that are  different  from and in addition to the
interests of May & Speh stockholders and the Acxiom stockholders generally.  The
May & Speh Board and the Acxiom  Board  were aware of these  interests  and took
these  interests  into  account  in  approving  the  Merger  Agreement  and  the
transactions contemplated thereby.                                              

  May & Speh  Options;  Acceleration  of Vesting.  At the Effective  Time,  each
outstanding May & Speh Employee Stock Option,  whether or not exercisable,  will
be converted into an option (an "Acxiom Exchange Option") to purchase the number
of shares of Acxiom  Common  Stock  equal to the  number of shares of May & Speh
Common Stock  subject to such  Employee  Stock Option  immediately  prior to the
Effective Time  multiplied by the Exchange Ratio, at an exercise price per share
equal to the  exercise  price for each  such  share of May & Speh  Common  Stock
subject to such Employee  Stock Option  divided by the Exchange  Ratio,  and all
references in each such  Employee  Stock Option to May & Speh shall be deemed to
refer to Acxiom, where appropriate.  Substantially all of the executive officers
and directors of May & Speh  currently  hold May & Speh  Employee  Stock Options
which will become Acxiom Exchange Options.                                      

  Substantially  all of the options  granted  under the May & Speh stock  option
plans and programs (the "Option Plans") vest in equal annual installments over a
five-year  period.  As of the May & Speh Record Date,  4,977,503 shares of May &
Speh Common Stock were subject to outstanding options under the Option Plans, of
which options to purchase 3,976,900 shares were not yet exercisable.  The Option
Plans provide that,  subject to certain  exceptions,  all unexercisable  options
will become  immediately  exercisable  upon a "Change in Control" of May & Speh,
which such plans define to include,  among other things,  the acquisition by any
person of 51% or more of the May & Speh Common Stock within a six-month  period.
Since  Acxiom will acquire 100% of the voting stock of May & Speh in the Merger,
substantially  all options  held by May & Speh  employees  to acquire May & Speh
Common Stock will become  exercisable upon the consummation of the Merger. As of
the  May & Speh  Record  Date,  Messrs.  Mason,  Loeffler,  Early,  Loughmiller,
Terrance C. Cieslak and Lawrence J. Speh (former Chief Executive  Officer of May
& Speh and currently a director),  and all other May & Speh  directors and other
current and  certain  former  executive  officers  as a group,  held  options to
purchase 916,600, 383,100, 460,803, 175,000, 200,600, 360,000 and 633,100 shares
of May & Speh Common Stock, respectively,  of which options to purchase 723,200,
292,000,  340,000,  175,000,  132,800,  360,000 and 447,200 shares, with average
exercise  prices of  $10.57,  $9.66,  $4.32,  $8.50,  $8.34,  $2.08  and  $9.65,
respectively,  were  unexercisable  as of that date.  All of such  options  will
become  exercisable upon the consummation of the Merger. Mr. Mason is also party
to an  agreement  with May & Speh as of October 1, 1997  which  entitles  him to
receive  up to an  additional  $525,000  cash  payment  from May & Speh upon the
exercise of certain  options  granted to him on October 1, 1997,  which  options
will become exercisable upon consummation of the Merger.                        

  Four  of  the  current  outside  directors  of May & Speh  will  enter  into a
three-year consulting agreement with Acxiom pursuant to which each such director
will make himself or herself available for certain consulting services to Acxiom
for an annual fee of $100 plus an hourly consulting fee. All May & Speh Employee
Stock Options (which options will be converted into Acxiom  Exchange  Options as
described above) held by such directors will remain  exercisable for a period of
three years  following the Effective  Time.  Each employee of May & Speh who has
executed  an  affiliate  agreement  will enter  into an  agreement  with  Acxiom
pursuant  to which  Acxiom  will agree that in the event that such  employee  is
terminated by Acxiom,  Acxiom will enter into a consulting  agreement  with such
employee  that  will  provide  for such  employee  to make  himself  or  herself
available  for certain  consulting  services  to Acxiom for a period  ending six
months following the Effective Time of the Merger. All May & Speh Employee Stock
Options  (which  options  will be  converted  into  Acxiom  Exchange  Options as
described  above) held by such employees who have been terminated by Acxiom will
remain  exercisable for a period ending six months  following the Effective Time
of the Merger. In the event that following the Merger any employee of May & Speh
who has executed an affiliate  agreement  terminates his or her employment  with
Acxiom,  such employee will have a period of 30 days following such  termination
to exercise all  exercisable  May & Speh Employee  Stock Options  (which options
will be converted into Acxiom Exchange Options as described above).             

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  Acxiom has agreed under the Merger  Agreement to file with the  Commission  no
later than the  Effective  Time a  registration  statement on Form S-8 (or other
appropriate  form under the Securities  Act) to register the Acxiom Common Stock
issuable  upon  exercise  of  the  Acxiom  Exchange  Options  and to  keep  such
registration statement effective at least as long as the Acxiom Exchange Options
are outstanding.                                                                

  Employment Agreements.  Each of Messrs. Mason, Loeffler, Early and Loughmiller
are party to an employment  agreement with May & Speh. Their current  employment
agreements,  which expire  April 2002,  October  2002,  October 2002 and January
2002,  respectively,  provide for  minimum  annual  base  salaries of  $400,000,
$300,000,  $300,000  and  $200,000,   respectively.  Each  of  these  employment
agreements  contemplates  participation by the executive officer in May & Speh's
executive bonus plan and other fringe benefits. The agreements of Messrs. Mason,
Loeffler and Early also provide for severance compensation payable as a lump sum
if  termination  occurs,  for among  other  reasons,  by May & Speh  following a
"Change in Control" of May & Speh, as defined in such agreements, or voluntarily
by the individual  executive for "Good  Reason," as defined in such  agreements.
The change in control that will be deemed to result from the consummation of the
Merger is within  such  definition  of  "Change  in  Control,"  and a  voluntary
termination  following  such a "Change in Control" is within the  definition  of
Good Reason, as defined in such agreements.  Mr. Mason's agreement  entitles him
to severance equal to three times his base salary and certain  benefits if he is
terminated  by  May &  Speh  or  if he  terminates  his  employment  voluntarily
following the Merger. Messrs. Loeffler and Early are entitled to severance equal
to three times their base salary if either such executive is terminated by May &
Speh following the Merger.  If either such  executive  terminates his employment
voluntarily  following the Merger,  Mr.  Loeffler would be entitled to severance
equal to two times his base salary and Mr.  Early would be entitled to severance
equal to one and one-half times his base salary.  Additionally,  Messrs.  Mason,
Loeffler  and  Early are  entitled  under  their  employment  agreements  to tax
gross-up  payments if any payments  received by such executives  pursuant to the
employment  agreements or pursuant to any other  company  plans or  arrangements
become subject to the excise tax imposed by Section 4999 of the Code.           

  Under Mr. Loughmiller's  employment agreement,  if such executive's employment
is  terminated  without  "Cause" in  contemplation  of or following a "Change in
Control,"  such   executive   will  be  entitled  to  severance   equal  to  his
then-existing  salary  through  July 15,  1999 less any  profits  on vested  but
unexercised stock options, but in no event less than three months severance pay.
The Merger will constitute a "Change in Control" as defined in such agreement.  

  No firm commitments have been made to May & Speh's current executive  officers
in respect of their  positions  with Acxiom  following the Effective Date of the
Merger. In the event of the termination of employment of such executive officers
by Acxiom immediately  following the Merger or, in the case of Mr. Mason, if Mr.
Mason  terminates  his  employment  voluntarily,  the  amount of such  severance
compensation  (in addition to the economic  value  received  from  unexercisable
options becoming exercisable upon consummation of the Merger as discussed above)
payable to Messrs. Mason, Loeffler,  Early and Loughmiller based upon the Acxiom
Common  Stock  closing  price per share of  $24.25  on July 27,  1998,  would be
approximately  $3,412,438 (including $2,112,438 in tax gross-up payments,  which
payments  would  increase  with an increase  in the  assumed  price per share of
Acxiom Common Stock), $900,000, $900,000 and $52,500, respectively.             

  Employee  Benefits.  From and after the Effective  Time,  Acxiom has agreed to
give May & Speh employees as of the Effective Time full credit,  for purposes of
eligibility, vesting and determination of the level of benefits (but not for the
purpose of benefit  accrual  under any defined  benefit plan) under any employee
benefit plans or arrangements  maintained by Acxiom, for such employees' service
with  May & Speh  to the  same  extent  recognized  by May & Speh  prior  to the
Effective  Time.  Acxiom  has also  agreed to (i) waive  all  limitations  as to
preexisting   conditions   exclusions  and  waiting   periods  with  respect  to
participation and coverage requirements applicable to May & Speh employees under
Acxiom welfare  benefit plans that such employees may be eligible to participate
in after the Effective Time (other than  limitations or waiting periods that are
already in effect with respect to such employees that have not been satisfied as
of the  Effective  Time under any welfare  plan  maintained  for such  employees
immediately  prior to the Effective Time), and (ii) provide May & Speh employees
with credit for any co-payments and deductibles paid prior to the Effective Time
in satisfying any applicable deductible or                                      

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out-of-pocket  requirements  under any Acxiom  welfare plans that such employees
are eligible to participate in after the Effective Time.                        

  Indemnification;  Insurance. In the Merger Agreement, Acxiom has agreed, for a
period of six years  following  the  Effective  Time, to (i) cause May & Speh to
keep in effect a by-law  provision  providing  for  indemnification  of past and
present  officers and directors of May & Speh to the fullest extent permitted by
the DGCL,  and (ii)  indemnify such officers and directors to the same extent as
they are entitled to indemnification  pursuant to such by-law provision.  Acxiom
has also  agreed to  maintain  in  effect,  for a period of six years  after the
Effective  Time,  May & Speh's  current  policies of  directors'  and  officers'
liability  insurance,  or to provide  substitute  policies  of at least the same
coverage and amounts  containing  terms and conditions  which, in the aggregate,
are no less  advantageous  to the insured  with  respect to claims  arising from
facts or events  that  occurred  on or prior to the  Effective  Time;  provided,
however,  that in no event will  Acxiom be  required to pay in any one year more
than $200,000 with respect to such  insurance  policies.  See "VOTING RIGHTS AND
PROXIES" and "THE MERGER--Terms of the Merger--Irrevocable Proxies."            

CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER             

  In the opinions of Winston & Strawn,  tax counsel to May & Speh,  and Skadden,
Arps,  Slate,  Meagher  & Flom  LLP,  tax  counsel  to  Acxiom,  subject  to the
qualifications  set forth below and contained herein, the following is a summary
of the material  United States federal income tax  consequences of the Merger to
holders of May & Speh Common  Stock who  exchange  such stock for Acxiom  Common
Stock pursuant to the Merger  Agreement.  The following  summary  addresses only
such  stockholders who hold their May & Speh Common Stock as a capital asset and
does not address all of the United States federal income tax  consequences  that
may be  relevant  to  particular  stockholders  in  light  of  their  individual
circumstances  or to stockholders  who are subject to special rules  (including,
without limitation, financial institutions, tax-exempt organizations,  insurance
companies, dealers in securities or foreign currencies, foreign holders, persons
who hold such shares as a hedge against currency risk, or a constructive sale or
conversion  transaction,  or holders who acquired  their shares  pursuant to the
exercise of employee stock options or otherwise as compensation).  The following
summary is not binding on the IRS. It is based upon the Code, laws, regulations,
rulings and decisions in effect as of the date hereof,  all of which are subject
to change,  possibly with  retroactive  effect.  Tax  consequences  under state,
local,  and other foreign laws are not addressed  herein.  HOLDERS OF MAY & SPEH
COMMON STOCK ARE STRONGLY URGED TO CONSULT THEIR TAX ADVISORS AS TO THE SPECIFIC
TAX CONSEQUENCES TO THEM OF THE MERGER,  INCLUDING THE  APPLICABILITY AND EFFECT
OF  FEDERAL,  STATE,  LOCAL  AND  FOREIGN  INCOME  AND  OTHER  TAX LAWS IN THEIR
PARTICULAR CIRCUMSTANCES.                                                       

  No ruling  has been (or will be) sought  from the IRS as to the United  States
federal  income  tax  consequences  of  the  Merger.  It is a  condition  to the
consummation  of the Merger  that May & Speh  receive  an  opinion  from its tax
counsel,  Winston & Strawn,  and that  Acxiom  receive an  opinion  from its tax
counsel,  Skadden,  Arps,  Slate,  Meagher & Flom LLP, to the effect that, based
upon certain facts,  representations and assumptions, the Merger will constitute
a reorganization  within the meaning of Section 368(a) of the Code. The issuance
of such  opinions is  conditioned  on, among other  things,  such tax  counsels'
receipt of  representation  letters from each of Acxiom,  Sub and May & Speh, in
each  case,  in form and  substance  reasonably  satisfactory  to each  such tax
counsel.  The  following  discussion  assumes  that  the  Merger  constitutes  a
reorganization within the meaning of Section 368(a) of the Code.                

  Based on the  above  assumptions  and  qualifications,  holders  of May & Speh
Common Stock who exchange  their May & Speh Common Stock for Acxiom Common Stock
pursuant  to the Merger  Agreement  will not  recognize  gain or loss for United
States  federal  income tax purposes,  except with respect to cash, if any, they
receive in lieu of fractional  shares of Acxiom  Common Stock.  Holders of May &
Speh Common Stock who receive cash in lieu of fractional shares of Acxiom Common
Stock in the Merger  generally  will be treated as if the  fractional  shares of
Acxiom Common Stock had been  distributed to them as part of the Merger and then
redeemed by Acxiom in exchange for the cash actually  distributed in lieu of the
fractional shares, with such                                                    

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redemption   qualifying   as  an  exchange   under  Section  302  of  the  Code.
Consequently,  such holders  generally will recognize  capital gain or loss with
respect to cash payments they receive in lieu of fractional  shares. In the case
of an individual stockholder, any such capital gain will be subject to a maximum
federal  income  tax  rate of 20% if the  individual  held his or her May & Speh
Common Stock for more than 12 months at the Effective Time. The deductibility of
capital losses is subject to limitations for both individuals and corporations. 

  Each holder's  aggregate tax basis in the Acxiom Common Stock  received in the
Merger  will be the  same as his or her  aggregate  tax  basis in the May & Speh
Common  Stock  exchanged  therefor,  decreased  by the  amount  of any tax basis
allocable to any  fractional  share  interest  for which cash is  received.  The
holding period of the Acxiom Common Stock  received by a May & Speh  stockholder
pursuant to the Merger  Agreement  will include the holding  period of the May &
Speh Common Stock surrendered in exchange therefor.                             

ACCOUNTING TREATMENT OF THE MERGER                                              

  Consummation  of the Merger is conditioned  upon  qualification  of the Merger
under the pooling of interests  method of accounting  and the receipt by each of
Acxiom, Sub and May & Speh of an opinion from KPMG Peat Marwick LLP, independent
certified  public  accountants,  to the effect that the Merger qualifies for the
pooling of interests method of accounting treatment if consummated in accordance
with the terms of the Merger Agreement. Under the pooling of interests method of
accounting,  the historical  cost basis of the assets and  liabilities of Acxiom
and May & Speh will be combined and carried forward at their previously recorded
amounts,  and the stockholders' equity accounts of Acxiom and May & Speh will be
combined on Acxiom's  consolidated  balance  sheet.  Income and other  financial
statements  of Acxiom issued after  consummation  of the Merger will be restated
retroactively to reflect the consolidated operations of Acxiom and May & Speh as
if the Merger had taken  place prior to the  periods  covered by such  financial
statements.                                                                     

The unaudited pro forma combined information contained in this Proxy        
Statement/Prospectus has been prepared using the pooling of interests           
accounting method. See "THE MERGER--Pro Forma Financial Information."           

PERCENTAGE OWNERSHIP INTEREST OF MAY & SPEH STOCKHOLDERS AFTER THE MERGER       

  Assuming  that  there will be  52,521,326  shares of Acxiom  Common  Stock and
26,073,654  shares of May & Speh Common Stock  outstanding  immediately prior to
the Effective  Time, the number of shares of Acxiom Common Stock to be issued in
the Merger would be approximately 20,858,923 (not including any shares of Acxiom
Common Stock issued upon the exercise of May & Speh  warrants or the  conversion
of May & Speh's 5.25% convertible  subordinated notes or shares of Acxiom Common
Stock  issued  after the  Effective  Time of the Merger  under May & Speh Option
Plans  assumed by Acxiom)  which  would  represent  approximately  28.43% of the
outstanding Acxiom Common Stock immediately after the Effective Time.           

APPRAISAL RIGHTS                                                                

  Under the DGCL, the transactions  contemplated by the Merger Agreement and the
issuance of Acxiom  Common  Stock  pursuant to the Merger  Agreement do not give
rise to any appraisal or dissenters' rights to holders of Acxiom Common Stock.  

  Under the DGCL, May & Speh  stockholders  are not entitled to any appraisal or
dissenters'  rights in connection  with the Merger because the May & Speh Common
Stock is listed on the NASDAQ National Market System and the consideration which
such  stockholders will be entitled to receive in the Merger will consist solely
of Acxiom Common Stock,  which will also be listed on the NASDAQ National Market
System, and cash in lieu of fractional shares.                                  

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PRO FORMA FINANCIAL INFORMATION 

ACXIOM CORPORATION AND SUBSIDIARIES 

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION  

  The following  unaudited pro forma combined condensed balance sheet as of June
30, 1998, and unaudited pro forma combined condensed  statements of earnings for
the three months  ended June 30, 1998 and the years ended March 31,  1998,  1997
and 1996 give  effect to the Merger  using the  pooling of  interests  method of
accounting. For a description of pooling of interests accounting with respect to
the Merger and certain other accounting  matters,  see "THE  MERGER--Anticipated
Accounting Treatment."                                                          

  The unaudited pro forma combined condensed  statements of earnings give effect
to the Merger as if it had been  consummated  at the  beginning  of the  periods
presented by combining  the results of operations of Acxiom for the three months
ended June 30,  1998 and the fiscal  years  ended  March 31, and the  results of
operations of May & Speh for the three months ended June 30, 1998 and the twelve
months ended March 31. The  unaudited  pro forma  combined  balance  sheet gives
effect to the Merger as if it had been  consummated  as of the date presented by
combining  the balance sheet of Acxiom at June 30 and the balance sheet of May &
Speh  at  June  30.  The  unaudited  pro  forma  combined  condensed   financial
information  has  been  included  for  illustrative  purposes  only  and  is not
necessarily  indicative of the results of operations or financial  position that
would have occurred had the Merger been consummated at the dates indicated,  nor
is it  necessarily  indicative  of future  results of  operations  or  financial
position of the merged  companies.  The unaudited pro forma  combined  condensed
financial  statements have been derived from, should be read in conjunction with
and are qualified in their entirety by reference to the historical  consolidated
financial  statements  and notes  thereto  of Acxiom  and May & Speh,  which are
incorporated by reference in this Proxy Statement/Prospectus. See "INCORPORATION
OF DOCUMENTS BY REFERENCE."                                                     

  Acxiom expects to incur certain non-recurring  expenses related to the Merger,
presently  estimated  to be $15.1  million  ($13.8  million  after  tax).  These
expenses would include,  but would not be limited to, professional fees, fees of
financial advisors, certain compensation-related  expenses and similar expenses.
Although  Acxiom believes this estimate of  non-recurring  expenses is accurate,
certain material additional costs may be incurred in connection with the Merger.
Merger-related  expenses  will be charged to  operations in the quarter in which
the Merger is  concluded,  which is  currently  estimated to occur in the second
quarter of fiscal 1999. These  non-recurring  merger-related  expenses have been
charged to stockholders'  equity for purposes of the unaudited pro forma balance
sheet.  In addition,  Acxiom is developing a plan to integrate the operations of
May & Speh after the Merger. In connection with that plan, Acxiom will determine
to what extent Acxiom and May & Speh facilities,  software, equipment and vendor
contracts are  duplicative and anticipates  that certain  non-recurring  charges
will be incurred in connection with such integration.  Pending completion of the
plan, which will include  discussions with customers and vendors,  Acxiom cannot
identify  the timing,  nature and amount of such  charges as of the date of this
Proxy  Statement/Prospectus.  However, it is expected that such charges could be
as much as $50-100  million.  Any such charges could affect Axciom's  results of
operations  in the  period in which  such  charges  are  recorded.  Because  the
foregoing charges are  non-recurring in nature,  they have not been reflected in
the accompanying unaudited pro forma combined statements of earnings.           

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ACXIOM CORPORATION AND SUBSIDIARIES 

UNAUDITED PRO FORMA COMBINED CONDENSED BALANCE SHEET
(IN THOUSANDS)

                                                                [Download Table]

                                       HISTORICAL             PRO FORMA         
                                   -------------------- ----------------------- 
                                      JUNE 30, 1998                             
                                   -------------------- ADD (DEDUCT)            
                                    ACXIOM   MAY & SPEH ADJUSTMENTS    COMBINED 
                                   --------  ---------- ------------   -------- 
                                                                                
              ASSETS                                                            
CURRENT ASSETS.................... $132,802   $146,939        --       $279,741 
PROPERTY AND EQUIPMENT, NET.......  134,321     69,276        --        203,597 
SOFTWARE, NET.....................   27,597      4,837        --         32,434 
EXCESS OF COST OVER FAIR VALUE OF                                               
 NET ASSETS ACQUIRED, NET.........   56,677     40,220        --         96,897 
OTHER ASSETS .....................   82,358     21,860                  104,218 
                                   --------   --------    -------      -------- 
    Total assets.................. $433,755   $283,132        --       $716,887 
                                   ========   ========    =======      ======== 

               LIABILITIES                                                      
        AND STOCKHOLDERS' EQUITY                                                

CURRENT LIABILITIES............... $ 61,315   $ 23,675    $15,100 (2)  $100,090 
LONG-TERM DEBT....................  137,161    144,304        --        281,465 
DEFERRED INCOME TAXES.............   25,965      8,090     (1,300)(2)    32,755 
STOCKHOLDERS' EQUITY..............                                              
  Common stock....................    5,328        261      1,816 (3)     7,405 
  Additional paid-in capital......   70,713     54,101     (1,816)(3)   122,998 
  Retained earnings...............  134,626     53,889    (13,800)(2)   174,715 
  Foreign currency translation ad-                                              
   justment.......................      750        --         --            750 
  Unearned ESOP compensation......      --      (1,188)       --         (1,188)
  Treasury stock .................   (2,103)       --         --         (2,103)
                                   --------   --------    -------      -------- 
    Total stockholders' equity ...  209,314    107,063    (13,800)      302,577 
                                   --------   --------    -------      -------- 
    Total liabilities and                                                       
     stockholders' equity......... $433,755   $283,132        --       $716,887 
                                   ========   ========    =======      ======== 

   See                            accompanying  notes  to  unaudited  pro  forma
                            combined condensed financial statements.

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ACXIOM CORPORATION AND SUBSIDIARIES 

UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENT OF EARNINGS
(IN THOUSANDS, EXCEPT PER SHARE DATA) 

                                                                [Download Table]

                                                  FOR THE THREE MONTHS ENDED   
                                                         JUNE 30, 1998         
                                                 ------------------------------
                                   HISTORICAL                                  
                                                 -------------------- PRO FORMA
                                                  ACXIOM   MAY & SPEH COMBINED 
                                                 --------  ---------- ---------
                                                                               
REVENUE......................................... $128,608   $30,201   $158,809 
                                                 --------   -------   -------- 
OPERATING COSTS AND EXPENSES                                                   
  Salaries and benefits.........................   50,911    10,277     61,188 
  Computer, communication and other equipment...   17,355     7,261     24,616 
  Data costs....................................   25,260       230     25,490 
  Other operating costs and expenses............   22,245     5,560     27,805 
                                                 --------   -------   -------- 
    Total operating costs and expenses..........  115,771    23,328    139,099 
                                                 --------   -------   -------- 
Operating income................................   12,837     6,873     19,710 
Other income, net...............................      945     1,546      2,491 
Interest expense................................   (2,210)   (1,866)    (4,076)
                                                 --------   -------   -------- 
Earnings before taxes...........................   11,572     6,553     18,125 
Income taxes....................................    4,281     2,486      6,767 
                                                 --------   -------   -------- 
Net earnings.................................... $  7,291   $ 4,067   $ 11,358 
                                                 ========   =======   ======== 
Earnings per share                                                             
  Basic.........................................      .14       .16        .15 
  Diluted.......................................      .12       .15        .13 
Average number of common shares outstanding.....                               
  Basic.........................................   52,430    26,067     73,284 
  Diluted.......................................   60,548    34,566     88,201 

   See                            accompanying  notes  to  unaudited  pro  forma
                            combined condensed financial statements.

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ACXIOM CORPORATION AND SUBSIDIARIES 

UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENT OF EARNINGS
(IN THOUSANDS, EXCEPT PER SHARE DATA) 

                                                                [Download Table]

                                                   FOR THE FISCAL YEAR ENDED   
                                                        MARCH 31, 1998         
                                                 ------------------------------
                                   HISTORICAL                                  
                                                 -------------------- PRO FORMA
                                                  ACXIOM   MAY & SPEH COMBINED 
                                                 --------  ---------- ---------
                                                                               
REVENUE......................................... $465,065   $103,955  $569,020 
                                                 --------   --------  -------- 
OPERATING COSTS AND EXPENSES                                                   
  Salaries and benefits.........................  173,925     35,742   209,667 
  Computer, communication and other equipment...   60,858     26,014    86,872 
  Data costs....................................   86,483      1,763    88,246 
  Other operating costs and expenses............   84,354     15,919   100,273 
  Severance costs...............................      --       4,700     4,700 
                                                 --------   --------  -------- 
    Total operating costs and expenses..........  405,620     84,138   489,758 
                                                 --------   --------  -------- 
Operating income................................   59,445     19,817    79,262 
Other income, net...............................    3,014      1,281     4,295 
Interest expense................................   (5,956)    (3,073)   (9,029)
                                                 --------   --------  -------- 
Earnings before taxes...........................   56,503     18,025    74,528 
Income taxes....................................   20,906      6,848    27,754 
                                                 --------   --------  -------- 
Net earnings....................................  $35,597    $11,177   $46,774 
                                                 ========   ========  ======== 
Earnings per share                                                             
  Basic.........................................      .68        .44       .65 
  Diluted.......................................      .60        .42       .58 
Average number of common shares outstanding                                    
  Basic.........................................   52,043     25,194    72,199 
  Diluted.......................................   59,687     26,400    80,807 

   See                            accompanying  notes  to  unaudited  pro  forma
                            combined condensed financial statements.

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ACXIOM CORPORATION AND SUBSIDIARIES 

UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENT OF EARNINGS
(IN THOUSANDS, EXCEPT PER SHARE DATA) 

                                                                [Download Table]

                                                    FOR THE FISCAL YEAR ENDED   
                                                          MARCH 31, 1997        
                                                  ------------------------------
                                   HISTORICAL                                   
                                                  -------------------- PRO FORMA
                                                   ACXIOM   MAY & SPEH COMBINED 
                                                  --------- ---------- ---------
                                                                                
REVENUE.......................................... $ 402,016  $ 84,968  $ 486,984
                                                  ---------  --------  ---------
OPERATING COSTS AND EXPENSES                                                    
  Salaries and benefits..........................   145,038    29,230    174,268
  Computer, communication and other equipment....    58,552    19,816     78,368
  Data costs.....................................    76,282     1,612     77,894
  Other operating costs and expenses.............    72,817    16,154     88,971
                                                  ---------  --------  ---------
    Total operating costs and expenses...........   352,689    66,812    419,501
                                                  ---------  --------  ---------
Operating income.................................    49,327    18,156     67,483
Other income (expense), net......................   (1,386)     1,565        179
Interest expense.................................   (3,903)   (2,184)    (6,087)
                                                  ---------  --------  ---------
Earnings before taxes............................    44,038    17,537     61,575
Income taxes.....................................    16,526     6,558     23,084
                                                  ---------  --------  ---------
Net earnings.....................................  $ 27,512  $ 10,979   $ 38,491
                                                  =========  ========  =========
Earnings per share                                                              
  Basic..........................................       .54       .44        .54
  Diluted........................................       .47       .42        .48
Average number of common shares outstanding                                     
  Basic..........................................    51,172    24,897     71,090
  Diluted........................................    59,143    26,093     80,017

   See                            accompanying  notes  to  unaudited  pro  forma
                            combined condensed financial statements.

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ACXIOM CORPORATION AND SUBSIDIARIES 

UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENT OF EARNINGS
(IN THOUSANDS, EXCEPT PER SHARE DATA) 

                                                                [Download Table]

                                                    FOR THE FISCAL YEAR ENDED   
                                                          MARCH 31, 1996        
                                                  ------------------------------
                                   HISTORICAL                                   
                                                  -------------------- PRO FORMA
                                                   ACXIOM   MAY & SPEH COMBINED 
                                                  --------- ---------- ---------
                                                                                
REVENUE.......................................... $ 269,902  $ 67,237  $ 337,139
                                                  ---------  --------  ---------
OPERATING COSTS AND EXPENSES                                                    
  Salaries and benefits..........................    98,075    24,716    122,791
  Computer, communication and other equipment....    40,972    15,013     55,985
  Data costs.....................................    63,442     1,297     64,739
  Other operating costs and expenses.............    36,696    11,999     48,695
                                                  ---------  --------  ---------
    Total operating costs and expenses...........   239,185    53,025    292,210
                                                  ---------  --------  ---------
Operating income.................................    30,717    14,212     44,929
Other income, net................................       542       401        943
Interest expense.................................   (1,863)   (1,528)    (3,391)
                                                  ---------  --------  ---------
Earnings before taxes............................    29,396    13,085     42,481
Income taxes.....................................    11,173     5,030     16,203
                                                  ---------  --------  ---------
Net earnings.....................................  $ 18,223   $ 8,055   $ 26,278
                                                  =========  ========  =========
Earnings per share                                                              
  Basic..........................................       .39       .39        .41
  Diluted........................................       .35       .39        .38
Average number of common shares outstanding                                     
  Basic..........................................    47,057    20,421     63,394
  Diluted........................................    52,078    20,911     68,807

   See                            accompanying  notes  to  unaudited  pro  forma
                            combined condensed financial statements.

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ACXIOM CORPORATION AND SUBSIDIARIES 

NOTES TO UNAUDITED PRO FORMA  
COMBINED CONDENSED FINANCIAL STATEMENTS 

1. PRO FORMA FINANCIAL STATEMENT PRESENTATION                                   

  The  unaudited pro forma  combined  condensed  statement of earnings  includes
Acxiom's  results of operations for the three months ended June 30, 1998 and the
three fiscal years ended March 31, 1996, 1997 and 1998, respectively,  and May &
Speh's historical results of operations for the three months ended June 30, 1998
and the twelve  months ended March 31, 1996,  1997 and 1998,  respectively.  The
unaudited pro forma  combined  condensed  balance sheet  presents the historical
balance sheet of Acxiom as of June 30, 1998 and the historical  balance sheet of
May & Speh as of June 30,  1998.  The fiscal year end of Acxiom is March 31; the
unaudited  statement  of earnings of Acxiom for the three  months ended June 30,
1998 and the balance  sheet of Acxiom as of June 30,  1998 used in the  selected
unaudited pro forma financial  information  have been prepared on the same basis
as the historical  information derived from audited financial statements and, in
the opinion of management,  contain all  adjustments,  consisting only of normal
recurring  accruals,  necessary  for the fair  presentation  of the  results  of
operations for such periods.  The fiscal year end of May & Speh is September 30;
the  unaudited  statements  of earnings of May & Speh for the three months ended
June 30, 1998 and the twelve months ended March 31, 1996,  1997 and 1998 and the
balance  sheet of May & Speh as of June 30, 1998 used in the selected  unaudited
pro forma  financial  information  have been  prepared  on the same basis as the
historical  information  derived from audited  financial  statements and, in the
opinion  of  management,  contain  all  adjustments,  consisting  only of normal
recurring  accruals,  necessary  for the fair  presentation  of the  results  of
operations for such periods.  Certain amounts in the historical balance sheet of
May & Speh, as reported in Form 10-Q for the quarter  ended June 30, 1998,  were
reclassified to conform such amounts to Acxiom's classifications.  The pro forma
financial  data are  presented  for  information  and do not  indicate  what the
financial  position or the results of  operations  of Acxiom would have been had
the Merger  occurred  as of the dates or for the periods  presented  or what the
financial  position  or future  results  of  operations  of  Acxiom  will be. No
adjustment  has been included in the pro forma  financial data for cost savings,
if any, which may be realized by Acxiom following the Merger.                   

2. MERGER AND INTEGRATION EXPENSES                                              

  Acxiom expects to incur certain non-recurring  expenses related to the Merger,
presently  estimated  to be $15.1  million  ($13.8  million  after  tax).  These
expenses would include,  but would not be limited to, professional fees, fees of
financial advisors, certain compensation-related  expenses and similar expenses.
Although  Acxiom believes this estimate of  non-recurring  expenses is accurate,
certain material additional costs may be incurred in connection with the Merger.
Merger-related  expenses  will be charged to  operations in the quarter in which
the Merger is  concluded,  which is  currently  estimated to occur in the second
quarter of fiscal 1999. These  non-recurring  merger-related  expenses have been
charged to stockholders'  equity for purposes of the unaudited pro forma balance
sheet.  In addition,  Acxiom is developing a plan to integrate the operations of
May & Speh after the Merger. In connection with that plan, Acxiom will determine
to what extent Acxiom and May & Speh facilities,  software, equipment and vendor
contracts are  duplicative and anticipates  that certain  non-recurring  charges
will be incurred in connection with such integration.  Pending completion of the
plan, which will include  discussions with customers and vendors,  Acxiom cannot
identify  the timing,  nature and amount of such  charges as of the date of this
Proxy  Statement/Prospectus.  However, it is expected that such charges could be
as much as $50-100  million.  Any such charges could affect Axciom's  results of
operations  in the  period in which  such  charges  are  recorded.  Because  the
foregoing charges are  non-recurring in nature,  they have not been reflected in
the accompanying unaudited pro forma combined statements of earnings.           

3. OTHER PRO FORMA ADJUSTMENTS                                                  

  The excess of par value of the Acxiom Common Stock issued in this  transaction
over the par value of the May & Speh's Common Stock outstanding on the Effective
Date will be transferred  from Additional  Paid-in  Capital.  There have been no
adjustments required to conform the accounting policies of the combined company.

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Certain  amounts for May & Speh have been  reclassified to conform with Acxiom's
financial statement  presentation.  There have been no significant  intercompany
transactions.                                                                   

4. EARNINGS PER SHARE                                                           

  Pro forma combined earnings per share amounts as presented in the accompanying
Unaudited Pro Forma Combined Condensed Statements of Earnings are based upon the
combined  average number of shares  outstanding of Acxiom Common Stock and May &
Speh's  Common  Stock  for each  period,  adjusted,  in the case of May & Speh's
Common  Stock,  to reflect the  conversion  of each share of May & Speh's Common
Stock into .80 of a share of Acxiom Common Stock.                               

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COMPARATIVE RIGHTS OF STOCKHOLDERS                                              

  Acxiom  and May & Speh  both are  incorporated  under the laws of the State of
Delaware.  If the  Merger is  consummated  in  accordance  with the terms of the
Merger  Agreement,   the  holders  of  May  &  Speh  Common  Stock  will  become
stockholders of Acxiom and their rights following the Merger will be governed by
the amended and restated  certificate  of  incorporation  of Acxiom (the "Acxiom
Charter"),  the by-laws of Acxiom (the "Acxiom  By-Laws"),  each as in effect at
the Effective Time and the DGCL, rather than the certificate of incorporation of
May & Speh (the "May & Speh  Charter") and the by-laws of May & Speh (the "May &
Speh By-Laws").                                                                 

  The following is a comparison of certain of the material  rights of holders of
May & Speh Common Stock and Acxiom Common Stock. The following  summary does not
purport to be complete and is qualified by reference to the May & Speh  Charter,
the May & Speh By-Laws,  the Acxiom  Charter,  the Acxiom  By-Laws and the DGCL,
respectively.  Copies of the Acxiom Charter,  the Acxiom By-Laws, the May & Speh
Charter and the May & Speh By-Laws may be obtained as described under "AVAILABLE
INFORMATION."                                                                   

  Board of Directors. The Acxiom Charter and the Acxiom By-Laws provide that the
Acxiom Board of Directors  shall consist of not less than three (3) and not more
than fifteen (15) directors, with the exact number to be determined from time to
time by resolution of the Acxiom Board of Directors.  The Acxiom Charter and the
Acxiom By-Laws provide for the  classification  of the Acxiom Board of Directors
into three classes of directors as nearly equal in number as possible, with each
director elected for a three-year term.                                         

  The May & Speh  By-Laws  provide  that the  number of  directors  which  shall
constitute  the whole May & Speh Board of Directors  shall be no fewer than five
(5) nor more than  fifteen  (15) with the exact  number to be fixed from time to
time by the amendment of the relevant section of the May & Speh By-Laws. The May
& Speh Charter and the May & Speh By-Laws also provide for the classification of
the May & Speh Board of  Directors  into three  classes of  directors  with each
class to be as nearly equal in number of directors as reasonably possible,  with
each director elected for a three-year term.                                    

  Removal of  Directors.  Under the DGCL,  a director  of a  corporation  with a
classified  board may be removed  only for  cause,  unless  the  certificate  of
incorporation  provides otherwise.  The Acxiom Charter provides that no director
shall be  removed  from the  Acxiom  Board of  Directors  by the  action  of the
stockholders of the corporation  during his or her appointed term other than for
cause.  The Acxiom  Charter  defines  "cause" as final  conviction  of a felony,
unsound mind, adjudication of bankruptcy, the nonacceptance of office or conduct
prejudicial to the interests of Acxiom.                                         

  The May & Speh  By-Laws  provide  that any  director,  or the entire  Board of
Directors,  may be removed from office at any time,  but only for cause,  by the
affirmative  vote of the holders of record of  outstanding  shares  representing
eighty  (80)% of the voting  power of all the  shares of capital  stock of May &
Speh then  entitled  to vote  generally  in the  election of  directors,  voting
together as a single class.  Any director may also be removed from office at any
time, but only for cause,  by the  affirmative  vote of a majority of the entire
May & Speh Board of  Directors.  The term "entire May & Speh Board of Directors"
means the total authorized  number of directors that the corporation  would have
if there were no vacancies.                                                     

  Vacancies.  The Acxiom Charter,  the Acxiom By-Laws and the May & Speh By-Laws
provide that  vacancies  and newly  created  directorships  may be filled by the
affirmative  vote of a majority of the  directors  then in office,  even if less
than a quorum. Additionally, the May & Speh By-Laws provide that if, at the time
of filling any vacancy or newly  created  directorship,  the  directors  then in
office  constitute  less  than a  majority  of the  whole  May & Speh  Board  of
Directors,  the Court of Chancery may, upon  application  of any  stockholder or
stockholders  holding  at least  10% of the  total  number of shares at the time
outstanding entitled to vote for directors, order an election of directors to be
held.                                                                           

Stockholder Action Without a Meeting. The Acxiom Charter and the Acxiom By- 
Laws provide that any action that may be taken at any annual or special         
meeting may be taken without a meeting, if one or more written                  

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consents, setting forth the action to be taken, are signed by all of the holders
of Acxiom  Common  Stock  entitled to vote with  respect to the  subject  matter
thereof.                                                                        

  The May & Speh  Charter  provides  that no action  required or permitted to be
taken  at any  meeting  of May & Speh  stockholders  may be taken  without  such
meeting,  the giving of prior notice and the taking of a vote,  and the power of
the May & Speh  stockholders  to consent in writing or  otherwise,  without such
meeting, notice and vote, to the taking of any action is specifically denied.   

  Special  Meetings of  Stockholders.  The Acxiom  By-Laws  provide that special
meetings of the stockholders may be called,  for any purpose,  by the President,
the Chief Executive Officer, the Acxiom Board of Directors, or by a committee of
the Acxiom Board of Directors that has been duly  designated by the Acxiom Board
of  Directors  and whose  power  and  authority  include  the power to call such
meetings.  A special  meeting shall be called by the President at the request of
the  holders of a  majority  of all the votes  entitled  to be cast on any issue
proposed to be  considered  at a special  meeting if such  holders  have signed,
dated and delivered to the  Secretary of Acxiom one or more written  demands for
the meeting describing the purpose for which it is to be held.                  

  The May & Speh By-Laws provide that a special meeting of the  stockholders may
be called by the Chairman of the May & Speh Board of Directors or the President,
and shall be called by the President or Secretary at the request in writing of a
majority of the May & Speh Board of Directors.                                  

  Committees  of  Directors.  The  Acxiom  By-Laws  provide,  that to the extent
provided by  resolution  of the Acxiom Board of Directors  and to the extent not
otherwise  prohibited by applicable law,  committees of directors shall have and
may exercise all the powers of authority of the Acxiom Board of Directors in the
management of the business and affairs of Acxiom.                               

  The May & Speh By-Laws  provide that to the extent  provided by  resolution of
the May & Speh Board of Directors and to the extent not otherwise  prohibited by
applicable  law,  committees  of  directors  shall have and may exercise all the
powers of authority of the May & Speh Board of  Directors in the  management  of
the business and affairs of May & Speh;  provided that, no committee  shall have
the power or  authority to amend the May & Speh  Charter,  adopt an agreement of
merger or consolidation, recommend to the stockholders the sale of substantially
all of May &  Speh's  assets,  recommend  a  dissolution,  amend  the May & Speh
By-Laws,  or, unless such a Charter provision is created,  declare a dividend or
authorize the issuance of stock.                                                

  Amendments to Charter. The Acxiom Charter provides that the Acxiom Charter may
be  altered,  amended,  or  repealed  and other  provisions  may be added by the
affirmative  vote of a  majority  of the votes  entitled  to be cast;  provided,
however,  that the  affirmative  vote of the holders of at least eighty  percent
(80%) of the  votes  entitled  to be cast is  required  to  amend  or adopt  any
provision  inconsistent  with the  articles  of the Acxiom  Charter  concerning:
Directors;  Meetings of Holders of Common  Stock and Action By Holders of Common
Stock without a Meeting; By-Laws; Fair Price Provision; and Amendments.         

  The May & Speh Charter  provides that the  affirmative  vote of eighty percent
(80%) of the  voting  power of the  shares of  capital  stock of May & Speh then
entitled to vote in the election of directors,  voting as a single class,  shall
be required to amend (i) the provisions of the May & Speh Charter concerning the
May & Speh Board of  Directors,  stockholder  meetings and  amendments,  or (ii)
those  provisions  of the May & Speh  By-Laws  concerning  special  meetings  of
stockholders,  the  structure  and  composition  of  the  May &  Speh  Board  of
Directors,  vacancies on the May & Speh Board of Directors, removal of directors
and nomination of directors. In addition, the May & Speh Charter states that the
aforementioned  provision applies unless such amendment,  alteration,  repeal or
adoption of any inconsistent  provision(s) is declared advisable by the Board of
Directors by the affirmative vote of at least seventy-five  percent (75%) of the
entire May & Speh  Board of  Directors,  notwithstanding  the fact that a lesser
percentage  may be specified by the DGCL.  The May & Speh Charter also  provides
that no amendment to or repeal of the May & Speh Charter provisions  relating to
director  liability and  indemnification  shall have any effect on the rights of
any individual referred to thereunder.                                          

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  Amendments to By-Laws.  The Acxiom  By-Laws  provide the Acxiom By-Laws may be
amended, altered, or repealed, at any regular meeting of stockholders, or at any
special meeting duly called for that purpose, by a vote of stockholders provided
that in the notice of such meeting  notice of such purpose is given.  The Acxiom
Board of Directors  may, by a majority  vote of the entire  Board of  Directors,
amend the Acxiom By-Laws,  waive any provisions  thereof or enact new By-Laws as
in their judgment may be advisable to conduct the affairs of Acxiom.            

  The May & Speh By-Laws  provide that the power to adopt,  alter and repeal the
By-Laws is vested in the  stockholders or the May & Speh Board of Directors,  at
any regular  meeting of the  stockholders or of the Board of Directors or at any
special meeting of the  stockholders or the Board of Directors if notice of such
amendment is contained in the notice of such special meeting.  In addition,  the
May & Speh  Charter  provides  that the May & Speh  By-Laws  may be  amended  as
described under "Amendments to Charter" above.                                  

  Mergers and Other  Fundamental  Transactions.  The Acxiom Charter requires the
affirmative  vote of the  holders of not less than eighty  percent  (80%) of the
votes  entitled  to be cast for the  approval of certain  business  combinations
(including any merger, consolidation,  interested stockholder transactions, plan
of liquidation or dissolution or recapitalization) with interested  stockholders
or  affiliates  thereof.   However,   such  "interested   stockholder"  business
combinations  require  only such  vote as is  required  by law and other  Acxiom
Charter  provisions,  if there is approval  by a majority  of the  disinterested
directors  on the Acxiom  Board of  Directors  or certain  price and  procedural
requirements are met.                                                           

  The Acxiom  Charter also provides that any merger or  consolidation  of Acxiom
with any other person, any sale, lease,  mortgage,  pledge, or other disposition
by Acxiom of its property or assets, any dissolution or liquidation of Acxiom or
revocation  thereof  that the DGCL  requires  be  approved  by holders of Acxiom
Common  Stock,  must be  approved  by the  holders  of at  least  sixty-six  and
two-thirds  percent (66 2/3%) of the votes entitled to be cast by the holders of
Acxiom Common Stock.                                                            

  The May & Speh Charter and By-Laws do not address the question of the required
stockholder vote for mergers and other business combinations. In such cases, the
DGCL requires that  transactions such as the Merger be approved by a majority of
the outstanding stock of the corporation entitled to vote thereon.              

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CERTAIN RELATED TRANSACTIONS BETWEEN ACXIOM AND MAY & SPEH  

RECIPROCAL OPTION AGREEMENTS                                                    

  Set  forth  below  are  brief  descriptions  of  certain  terms of the  Option
Agreements.  These  descriptions do not purport to be complete and are qualified
by reference to the Acxiom Option Agreement and the May & Speh Option Agreement,
which are attached hereto as Annex B and Annex C, respectively.                 

  As a condition and inducement to Acxiom's willingness to enter into the Merger
Agreement, May & Speh (as issuer) and Acxiom (as grantee) entered into an Option
Agreement (the "Acxiom Option Agreement"),  pursuant to which May & Speh granted
Acxiom an irrevocable  option (the "Acxiom  Option") to purchase from May & Speh
at any one time up to 19.9% of the total  number of shares of May & Speh  Common
Stock issued and outstanding immediately prior to the grant of the Option, at an
exercise  price of  $14.96  per share of May & Speh  Common  Stock,  subject  to
certain adjustments (the "Acxiom Purchase Price"). The closing sale price of May
& Speh Common Stock on the last trading day preceding the announcement by Acxiom
and May & Speh of the  execution of the Merger  Agreement  was $17.00 per share.
Acxiom may exercise the Acxiom  Option only upon the  occurrence of an event (an
"Acxiom  Purchase Event") as a result of which Acxiom becomes entitled under the
Merger Agreement to a Termination Fee (none of which has occurred as of the date
hereof).                                                                        

  The Acxiom  Option will  terminate  and be of no further force and effect upon
the earliest to occur of (a) the Effective  Time,  (b) six months after the date
on which an Acxiom  Purchase  Event occurs,  and (c)  termination  of the Merger
Agreement  in  accordance  with its terms prior to the  occurrence  of an Acxiom
Purchase  Event;  provided  that,  in the case of clause  (c), if Acxiom has the
right  to  receive  a  Termination  Fee  following  such  termination  upon  the
occurrence of certain  events,  the Acxiom  Option does not terminate  until the
later of (x) six months following the time such Termination Fee becomes payable,
and (y) the expiration of the period in which Acxiom has such right to receive a
Termination Fee.  Notwithstanding  the termination of the Acxiom Option,  Acxiom
will  remain  entitled to purchase  May & Speh Common  Stock if it has  properly
exercised the Acxiom Option prior to the termination of the Acxiom Option.      

  The Acxiom Option Agreement provides Acxiom with a cash-out-right (the "Acxiom
Cash-Out-Right")  which would allow Acxiom to receive cash upon  exercise of the
Acxiom  Option in an amount  equal to the number of shares of May & Speh  Common
Stock  specified  in  Acxiom's  exercise  notice of the  Acxiom  Cash-Out-Right,
multiplied by the difference  between (i) the average closing price per share of
May & Speh Common  Stock as reported on the NASDAQ  National  Market for the ten
trading  days  commencing  on  the  12th  NASDAQ  National  Market  trading  day
immediately  preceding  the date of Acxiom's  election  to  exercise  the Acxiom
Option (the "Acxiom  Notice  Date") and (ii) the Acxiom  Purchase  Price.  May &
Speh's   obligation,   however,   to  pay  cash  to  Acxiom   under  the  Acxiom
Cash-Out-Right is limited to an amount equal to the product of (a) $2.00 and (b)
the number of shares of May & Speh Common Stock subject to such exercise.       

  The Acxiom Option Agreement also provides May & Speh with a repurchase  option
that would allow May & Speh to purchase  from Acxiom any May & Speh Common Stock
acquired by Acxiom  pursuant  to an exercise of the Acxiom  Option at a purchase
price per share equal to the Acxiom  Purchase Price plus $1.00.  May & Speh must
exercise this  repurchase  option by delivering  written notice to Acxiom during
the period  beginning on the Acxiom Notice Date and ending two days prior to the
closing of an exercise of the Acxiom Option,  and the repurchase must take place
immediately following the consummation of the sale of May & Speh Common Stock to
Acxiom pursuant to an exercise of the Acxiom Option.                            

  As a condition and  inducement to May & Speh's  willingness  to enter into the
Merger  Agreement,  Acxiom (as issuer) and May & Speh (as grantee)  entered into
that certain  Option  Agreement  (the "May & Speh Option  Agreement and together
with the Acxiom Option  Agreement,  the "Option  Agreements")  pursuant to which
Acxiom  granted May & Speh an  irrevocable  option (the "May & Speh  Option") to
purchase  from Acxiom at any one time up to 19.9% of the total  number of shares
of Acxiom Common Stock issued and outstanding  immediately prior to the grant of
the Option, at an exercise price of $23.55 per share of Acxiom Common Stock,    

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subject to certain  adjustments (the "May & Speh Purchase  Price").  The closing
sale  price of  Acxiom  Common  Stock  on the last  trading  day  preceding  the
announcement  of the  execution of the Merger  Agreement was $21.8125 per share.
May & Speh may  exercise  the May & Speh Option only upon the  occurrence  of an
event (a "May & Speh  Purchase  Event") as a result of which May & Speh  becomes
entitled  under the Merger  Agreement  to a  Termination  Fee (none of which has
occurred as of the date hereof).                                                

  The May & Speh Option  will  terminate  and be of no further  force and effect
upon the earliest to occur of (a) the Effective  Time,  (b) six months after the
date on which a May & Speh Purchase  Event occurs,  and (c)  termination  of the
Merger Agreement in accordance with its terms prior to the occurrence of a May &
Speh Purchase Event; provided that, in the case of clause (c), if May & Speh has
the right to receive a  Termination  Fee  following  such  termination  upon the
occurrence of certain events, the May & Speh Option does not terminate until the
later of (x) six months  following the time such Termination Fee becomes payable
and (y) the  expiration  of the  period  in which  May & Speh has such  right to
receive a Termination  Fee.  Notwithstanding  the  termination of the May & Speh
Option,  May & Speh will remain  entitled to purchase  Acxiom Common Stock if it
has properly exercised the May & Speh Option prior to the termination of the May
& Speh Option.                                                                  

  The May & Speh Option Agreement provides May & Speh with a cash-out-right (the
"May & Speh  Cash-Out-Right")  which would allow May & Speh to receive cash upon
exercise  of the  Option  in an amount  equal to the  number of shares of Acxiom
Common  Stock  specified  in May &  Speh's  exercise  notice  of the  May & Speh
Cash-Out-Right,  multiplied by the  difference  between (i) the average  closing
price per share of Acxiom Common Stock as reported on the NASDAQ National Market
for the ten trading days  commencing on the 12th NASDAQ trading day  immediately
preceding  the date of May & Speh's  election to exercise  the May & Speh Option
(the "May & Speh Notice Date") and (ii) the May & Speh Purchase Price.  Acxiom's
obligation,  however,  to  pay  cash  to  May  &  Speh  under  the  May  &  Speh
Cash-Out-Right is limited to an amount equal to the product of (a) $1.00 and (b)
the number of shares of Acxiom Common Stock subject to such exercise.           

  The May & Speh Option Agreement also provides Acxiom with a repurchase  option
that would allow  Acxiom to  purchase  from May & Speh any Acxiom  Common  Stock
acquired  by May & Speh  pursuant  to an  exercise of the May & Speh Option at a
purchase  price per share  equal to the May & Speh  Purchase  Price plus  $1.00.
Acxiom must exercise this repurchase option by delivering  written notice to May
& Speh during the period  beginning on the May & Speh Notice Date and ending two
days  prior to the  closing of an  exercise  of the May & Speh  Option,  and the
repurchase must take place immediately following the consummation of the sale of
Acxiom  Common  Stock to May & Speh  pursuant  to an  exercise of the May & Speh
Option.                                                                         

  The Option Agreements contain provisions  governing the procedure for exercise
of the Acxiom  Option and payment  for the May & Speh Common  Stock or the May &
Speh  Option  and  payment  for the  Acxiom  Common  Stock,  as the case may be,
purchased upon such  exercise,  and other  provisions  that adjust the number of
shares of May & Speh Common Stock and the Acxiom Purchase Price therefor, or the
number of shares of Acxiom  Common Stock and the May & Speh Purchase  Price,  as
the case may be, upon the occurrence of (i) certain  changes in the Common Stock
of the issuers of the option by reason of a stock dividend, reverse stock split,
merger, recapitalization,  combination,  exchange of Common Stock of the issuers
of the option or similar transaction,  or (ii) certain consolidations or mergers
that do not involve Acxiom or May & Speh or its respective subsidiaries,  as the
case may be, or the sale or transfer of substantially all of the assets of May &
Speh or Acxiom,  as the case may be to any person or entity other than Acxiom or
its subsidiaries or May & Speh and its subsidiaries.                            

  Finally, the Option Agreements contain provisions obligating the issuer of the
option,  if  requested  by the  grantee  of the  option  and  subject to certain
limitations and conditions,  to prepare,  file and cause to be made effective up
to two  registration  statements  ("Demand  Registration  Statements")  for  the
purpose of registering  under the  Securities Act the sale or other  disposition
pursuant to a bona fide,  firm  commitment  underwritten  public offering of the
Common Stock  acquired by the grantee upon exercise of the Option.  In addition,
if the issuer of the respective  option effects a registration  statement  under
the Securities Act of its Common Stock for                                      

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its own account or for any other  stockholders  (other than on Form S-4,  S-8 or
successor forms),  the Option Agreements  provide the grantee of the option with
the right to participate  in such  registration  subject to certain  limitations
that may be imposed by the managing  underwriter  with respect to such offering,
and such  participation  will not  affect  the  obligation  of the issuer of the
respective option to effect any Demand  Registration  Statement.  A registration
effected under the foregoing provisions would be at the issuer's expense, except
for any  underwriting  discounts and  commissions  and expenses of the grantee's
counsel.                                                                        

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ELECTION OF ACXIOM DIRECTORS  

  Three  persons  have been  nominated  for  election as Directors at the Acxiom
Meeting.  Rodger S. Kline,  Robert A. Pritzker and James T. Womble currently are
members of the Acxiom  Board of  Directors  with terms that expire at the Acxiom
Meeting.  Messrs.  Kline,  Pritzker and Womble are  nominated to serve for terms
expiring at the 2001 Acxiom annual meeting. If elected,  Messrs. Kline, Pritzker
and  Womble  will serve  with the other  five  members  of the  Acxiom  Board of
Directors:  William T. Dillard II, Harry C. Gambill, and Walter V. Smiley, whose
terms expire at the 1999 Acxiom annual  meeting,  and Dr. Ann H. Die and Charles
D. Morgan, whose terms will expire at the 2000 Acxiom annual meeting.           

  Directors  will be  elected  by a  majority  of the votes  cast at the  Acxiom
Meeting.  Stockholders  of  Acxiom do not have  cumulative  voting  rights  with
respect to the election of directors.  Unless  authority is withheld,  it is the
intention of the persons  named on the Acxiom proxy to vote the shares of Acxiom
Common Stock represented  thereby for the nominees.  While it is not anticipated
that any of the  nominees  will be  unable to serve,  the  persons  named on the
Acxiom proxy may, unless authority is withheld,  vote for any substitute nominee
proposed by the Acxiom Board of Directors. In the event of any director's death,
disqualification or inability to serve, the vacancy so arising will be filled by
the Acxiom Board of Directors.                                                  

THE ACXIOM BOARD OF DIRECTORS RECOMMENDS THAT ACXIOM STOCKHOLDERS VOTE "FOR"
THE ELECTION AS DIRECTORS OF THE THREE INDIVIDUALS NAMED ABOVE AS NOMINEES AT   
THE ACXIOM MEETING.                                                             

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MANAGEMENT  

CURRENT DIRECTORS, NOMINEES AND EXECUTIVE OFFICERS                              

  The following table provides  information as of March 31, 1998 with respect to
each of Acxiom's directors, director nominees, and executive officers.          

DIRECTORS AND DIRECTOR NOMINEES 

                                                                [Download Table]

                                                                   SERVED AS 
                                                                  OFFICER OR 
                                                                  DIRECTOR OF
                                                                    ACXIOM   
                NAME                  AGE        POSITION            SINCE   
                ----                  ---        --------         -----------
NOMINEES FOR TERMS EXPIRING AT THE 2001 ANNUAL MEETING OF ACXIOM STOCKHOLDERS
                                                                             
                                          Director, Operations               
Rodger S. Kline......................  55 Leader                     1975    
Robert A. Pritzker...................  71 Director                   1994    
                                          Director, Division                 
James T. Womble......................  55 Leader                     1975    
      TERMS EXPIRING AT THE 2000 ANNUAL MEETING OF ACXIOM STOCKHOLDERS       
Dr. Ann H. Die.......................  53 Director                   1993    
Charles D. Morgan....................  55 Chairman of the Board              
                                          and Company Leader         1975    
      TERMS EXPIRING AT THE 1999 ANNUAL MEETING OF ACXIOM STOCKHOLDERS       
William T. Dillard II................  53 Director                   1988    
Harry C. Gambill.....................  52 Director                   1993    
Walter V. Smiley.....................  60 Director                   1983    
                          OTHER EXECUTIVE OFFICERS                           
C. Alex Dietz........................  55 Division Leader            1979    
Paul L. Zaffaroni....................  51 Division Leader            1990    
Jerry C. D. Ellis....................  48 Division Leader            1991    
Robert S. Bloom......................  42 Financial Leader           1992    

Rodger S. Kline, 55, joined Acxiom in 1973. He has been a director since    
1975, and serves as Acxiom's Treasurer and Chief Operating Officer (Operations  
Leader). Prior to joining Acxiom, Mr. Kline was employed by IBM Corporation.    
Mr. Kline holds an electrical engineering degree from the University of         
Arkansas.                                                                       

  Robert A. Pritzker,  71, was appointed to fill a newly created position on the
Acxiom  Board of  Directors  in 1994 and was elected a director  in 1996.  Since
before  1992,  Mr.  Pritzker has been a director and the Chairman of Trans Union
Corporation,  a company  engaged in the  business of providing  consumer  credit
reporting  services,  a  director  and the  President  of each of Union Tank Car
Company, a company  principally  engaged in the leasing of railway tank cars and
other  railcars,  and Marmon  Holdings,  Inc., a holding  company of diversified
manufacturing and services businesses.  Mr. Pritzker is also a director of Hyatt
Corporation,  a company  which  owns and  operates  domestic  and  international
hotels,  and a director of Southern  Peru Copper  Corporation,  a company  which
mines,  smelts,  refines and markets  copper.  Mr.  Pritzker holds an industrial
engineering  degree from the Illinois  Institute of  Technology.  See  "SECURITY
OWNERSHIP OF CERTAIN  BENEFICIAL  OWNERS AND  MANAGEMENT OF ACXIOM" and "CERTAIN
TRANSACTIONS."                                                                  

James T. Womble, 55, joined Acxiom in 1974. He has been a director since    
1975, and serves as one of Acxiom's four division leaders. Prior to joining     
Acxiom, Mr. Womble was employed by IBM Corporation. Mr. Womble holds a degree   
in civil engineering from the University of Arkansas.                           

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Dr. Ann H. Die, 53, was elected as a director in 1993. She has served as    
President of Hendrix College in Conway, Arkansas since 1992. She is a member    
of the Board of Directors of the National Merit Scholarship Corporation, The    
Pritzker Foundation for Independent Higher Education, and the American Council  
on Education. She is Past Chair of the Board of Directors of the National       
Association of Independent Colleges and Universities. Prior to coming to        
Hendrix, she served as Dean of the H. Sophie Newcomb Memorial College and       
Associate Provost at Tulane University. Dr. Die graduated summa cum laude from  
Lamar University, earned a master's degree from the University of Houston and   
a Ph.D. in Counseling Psychology from Texas A&M University.                     

Charles D. Morgan, 55, joined Acxiom in 1972. He has been Chairman of the   
Acxiom Board of Directors since 1975, and serves as Acxiom's Company Leader.    
He was employed by IBM Corporation prior to joining Acxiom. Mr. Morgan is also  
a director of Fairfield Communities, Inc. Mr. Morgan holds a mechanical         
engineering degree from the University of Arkansas.                             

  William T.  Dillard II, 53, was  elected as a director in 1988.  He has served
since 1968 as a member of the Board of Directors and since 1977 as President and
Chief Operating Officer of Dillard's,  Inc. of Little Rock, Arkansas, a regional
chain of traditional  department  stores with 270 retail outlets in 27 states in
the Southeast,  Southwest and Midwest areas of the United States. In addition to
Dillard's,  Inc.,  Mr.  Dillard is also a director of Barnes & Noble,  Inc.  and
Simon   Debartolo   Group,   Inc.  He  holds  a  master's   degree  in  business
administration from Harvard University and a bachelor's degree in the same field
from the University of Arkansas.                                                

  Harry C.  Gambill,  52, was  appointed to fill a vacancy on Acxiom's  Board of
Directors  in 1992 and was elected as a director in 1993.  He is a director  and
has held the positions of Chief  Executive  Officer and President of Trans Union
Corporation,  a company  engaged in the  business of providing  consumer  credit
reporting services,  since April 1992. Mr. Gambill joined Trans Union in 1985 as
Vice  President/General  Manager of the Chicago  Division.  In 1987 he was named
Central Region Vice  President.  In 1990, he was named President of Transaction,
and assumed the added title of President of  TransMark in 1991.  Mr.  Gambill is
also a director  of  Associated  Credit  Bureaus  and the  International  Credit
Association.  He holds degrees in business  administration  and  economics  from
Arkansas  State  University.  See  "SECURITY  OWNERSHIP  OF  CERTAIN  OWNERS AND
MANAGEMENT OF ACXIOM" and "CERTAIN TRANSACTIONS."                               

Walter V. Smiley, 60, was elected as a director in 1983. He served from 1968
until 1989 as Chairman of the Board of Directors and from 1968 until 1985 as    
Chief Executive Officer of Systematics, Inc., the predecessor of ALLTEL         
Information Services, Inc., an Arkansas based company which provides data       
processing services to financial institutions throughout the United States and  
abroad. Mr. Smiley currently owns and is President of Smiley Investment         
Corporation, a consulting and venture capital firm. Mr. Smiley is also a        
director of Southern Development Banc Corp. and Computer Language Research. He  
holds a master's degree in business administration and a bachelor's degree in   
industrial management from the University of Arkansas. Mr. Smiley resigned as   
a Director of Acxiom effective as of June 1, 1998; Mr. Smiley has not yet been  
replaced.                                                                       

  C. Alex Dietz,  55, joined Acxiom in 1970 and served as a vice president until
1975.  Between 1975 and 1979 he was an officer of a commercial bank  responsible
for data processing  matters.  Following his return to Acxiom in 1979, Mr. Dietz
served as senior level  officer of Acxiom and is presently  one of Acxiom's four
division leaders. Mr. Dietz holds a degree in electrical engineering from Tulane
University.                                                                     

  Paul L.  Zaffaroni,  51,  joined  Acxiom in 1990. He serves as one of Acxiom's
four  division  leaders.  Prior  to  joining  Acxiom,  he  was  employed  by IBM
Corporation for 21 years,  most recently serving as regional sales manager.  Mr.
Zaffaroni holds a degree in marketing from Youngstown State University.         

Jerry C. D. Ellis, 48, joined Acxiom in 1991 as managing director of        
Acxiom's U.K. operations. He serves as one of Acxiom's four division leaders.   
Prior to 1991, Mr. Ellis was employed for 22 years with IBM Corporation,        
serving most recently as assistant to the CEO of IBM's U.K. operations. Prior   
to that, Mr. Ellis served as branch manager of the IBM U.K. Public Sector       
division.                                                                       

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Robert S. Bloom, 42, joined Acxiom in 1992 as chief financial officer. Prior
to joining Acxiom, he was employed for six years with Wilson Sporting Goods     
Co. as chief financial officer of its international division. Prior to his      
employment with Wilson, Mr. Bloom was employed by Arthur Andersen & Co. for     
nine years, serving most recently as manager. Mr. Bloom, a Certified Public     
Accountant, holds a degree in accounting from the University of Illinois.       

ACXIOM BOARD OF DIRECTORS' MEETINGS AND COMMITTEES                              

  The Acxiom Board of Directors holds quarterly  meetings to review  significant
developments  affecting Acxiom and to act on matters  requiring  approval of the
Acxiom Board of  Directors.  The Acxiom Board of Directors  currently  has three
standing  committees to assist it in the discharge of its  responsibilities:  an
Audit Committee, a Compensation Committee and an Executive Committee.  The Audit
Committee,  composed of outside directors Dr. Ann H. Die, William T. Dillard II,
Harry C. Gambill,  Robert A. Pritzker and Walter V. Smiley,  reviews the reports
of the auditors and has the authority to investigate  the financial and business
affairs of Acxiom.  Messrs.  Dillard and Smiley  also serve on the  Compensation
Committee,  which  administers  certain of Acxiom's  employee  benefit plans and
approves  the  compensation  paid to  Acxiom's  senior  leaders.  The  Executive
Committee is responsible  for  implementing  the policy  decisions of the Board.
Current members of the Executive Committee are Messrs. Kline, Morgan and Womble.

  During the past fiscal year, the Acxiom Board of Directors met four times, the
Audit  Committee  met one time and the  Compensation  Committee  met two  times.
Action pursuant to unanimous  written consent in lieu of a meeting was taken one
time by the Acxiom Board of Directors,  two times by the Compensation  Committee
and eleven times by the  Executive  Committee.  All of the  incumbent  directors
attended at least three-fourths of the aggregate number of meetings of the Board
and of the  committees  on which they served  during the past fiscal year except
for Mr. Gambill.                                                                

Walter V. Smiley, who served on the Audit Committee and the Compensation    
Committee for the fiscal year ended March 31, 1998, resigned as a director of   
Acxiom effective as of June 1, 1998. Mr. Smiley has not yet been replaced.      

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EXECUTIVE COMPENSATION                                                          

  Cash and Other  Compensation.  The following table sets forth,  for the fiscal
years  indicated,  the cash and other  compensation  provided  by Acxiom and its
subsidiaries  to  Acxiom's  Company  Leader  and  each of the four  most  highly
compensated members of Acxiom's leadership team (the "named individuals") in all
capacities in which they served.                                                

SUMMARY COMPENSATION TABLE  

                                                                [Download Table]

                                    LONG TERM                         
                            ANNUAL COMPENSATION   COMPENSATION AWARDS 
                            -------------------- ---------------------
                                    OTHER ANNUAL           ALL OTHER  
  NAME AND PRINCIPAL        SALARY  COMPENSATION OPTIONS/ COMPENSATION
       POSITION        YEAR   ($)      ($)(1)    SARS(#)     ($)(2)   
  ------------------   ---- ------- ------------ -------- ------------
                                                                      
Charles D. Morgan,     1998 375,000   267,857          0     14,813   
 Chairman of the Board 1997 325,000    63,476     33,545      8,239   
 and Company Leader    1996 304,167    84,021    101,163      7,327   
Rodger S. Kline        1998 250,000   178,571          0      9,869   
 Operations Leader     1997 213,000    41,601     21,985      2,817   
                       1996 196,833    54,221     66,301      4,801   
James T. Womble        1998 202,000   126,250          0      7,829   
 Division Leader       1997 183,500    35,340     18,900      5,329   
                       1996 172,833    47,808     57,118      4,698   
Paul L. Zaffaroni      1998 193,000   120,625          0      7,564   
 Division Leader       1997 172,300    33,652     17,784      2,563   
                       1996 161,633    36,772     53,632      3,822   
C. Alex Dietz          1998 191,000   119,375          0      7,328   
 Division Leader       1997 168,300    32,871     17,371      4,986   
                       1996 158,467    43,831     52,387      4,562   

--------                                                                        
(1) This amount represents the named individuals' at-risk pay for each fiscal   
year. See discussion of At-Risk Base Pay below under "Report of Compensation
Committee."                                                                 
(2) This  amount  represents  Acxiom's  contribution  on  behalf  of each  named
executive officer to Acxiom's 401(k) and SERP Plans.                        

  Stock  Option   Exercises  and  Holdings.   The  following  table  sets  forth
information  concerning stock options  exercised during the last fiscal year and
stock  options  held  as of  the  end of  the  last  fiscal  year  by the  named
individuals.                                                                    

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AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND 
FY-END OPTION/SAR VALUES  

                                                                [Download Table]

                                        NUMBER OF                              
                                        SECURITIES              VALUE OF       
                                        UNDERLYING             UNEXERCISED     
                                        UNEXERCISED            IN-THE-MONEY    
                   SHARES               OPTION/SARS           OPTIONS/SARSAT   
                  ACQUIRED               AT FY-END                FY-END       
                     ON     VALUE   --------------------- ---------------------
                  EXERCISE REALIZED EXERCIS-  UNEXERCIS-  EXERCIS-  UNEXERCISE-
          NAME       (#)     ($)     ABLE (#)    ABLE      ABLE ($)     ABLE   
          ----    -------- ------   --------- ----------  --------- -----------
                                                                               
Charles D. Morgan.     0        0    297,654  310,929     4,994,892  3,803,473 
Rodger S. Kline...     0        0    231,349  205,510     4,137,276  2,528,097 
James T. Womble...     0        0    174,215  181,633     2,946,118  2,271,617 
Paul L. Zaffaroni. 5,000   76,250    295,597  179,539     5,882,284  2,353,187 
C. Alex Dietz.....     0        0    227,643  172,626     4,326,648  2,242,842 

  Compensation  of Directors.  In January 1998, each outside  director  received
1,000 shares of  unregistered  Acxiom Common Stock as an annual retainer fee. In
addition, each outside director receives a $1,500 fee for each meeting he or she
attends.  Inside directors do not receive any additional  compensation for their
service as directors.                                                           

Compensation Committee Interlocks and Insider Participation. The members of 
the Compensation Committee are William T. Dillard II and Walter V. Smiley. No   
compensation committee interlocks exist with respect to the Acxiom Board of     
Directors' Compensation Committee, nor do any present or past officers of       
Acxiom serve on the Compensation Committee. Walter V. Smiley, who served on     
the Compensation Committee for the fiscal year ended March 31, 1998, resigned   
as a director of Acxiom effective as of June 1, 1998. Mr. Smiley has not yet    
been replaced.                                                                  

  Report of  Compensation  Committee.  Decisions  on  compensation  of  Acxiom's
leadership  are  made by the  Compensation  Committee  of the  Acxiom  Board  of
Directors.  The  members of the  Compensation  Committee  are  non-employee  and
outside  directors   pursuant  to  Commission  rules  and  applicable   Treasury
regulations.  Set forth below is a report submitted by William T. Dillard II and
Walter  V.  Smiley,  in  their  capacity  as  the  Acxiom  Board  of  Directors'
Compensation  Committee,  addressing  the  compensation  policies  for  Acxiom's
leadership team, for the individuals named in the tables above, and for Mr.     
Morgan.                                                                         

  Compensation  Policies.  Compensation  for Acxiom's  leadership  is based upon
beliefs and guiding  principles  designed to align leadership  compensation with
business  strategy,  Acxiom's  values and  management  initiatives.  The plan is
designed to:                                                                    

. Align the leaders' interests with the stockholders' and investors'        
interests.                                                                  
. Motivate the leaders to achieve the highest level of performance.         
. Retain key leaders by linking executive compensation to Acxiom's          
performance.                                                                
. Attract the best candidates through competitive, growth-oriented plans.   

  The resulting compensation strategy is targeted to provide an overall level of
compensation  opportunity that is competitive within the markets in which Acxiom
competes,  as well as within a broader group of companies of comparable size and
complexity.  Actual  compensation  levels may eventually be greater than or less
than the  average  competitive  market  levels,  based upon the  achievement  of
Acxiom, as well as upon individual performance.  The Compensation Committee uses
its discretion to set the parameters of the leadership  compensation  plan when,
in its judgment,  external, internal and/or individual circumstances warrant it.
Increased  orientation  of leadership  compensation  policies  toward  long-term
performance  has  been   accompanied  by  increased   utilization  of  objective
performance  criteria.  See  "MANAGEMENT--Executive   Compensation--  Report  of
Compensation Committee--Components of Compensation".                            

  The Compensation  Committee also endorses the position that stock ownership by
management and stock-based performance compensation  arrangements are beneficial
in aligning management's and Stockholders'                                      

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interests and the enhancement of shareholder value. Thus, the Committee has also
increasingly  utilized these elements in Acxiom's  compensation  program for its
leadership team.                                                                

  Components of  Compensation.  Compensation  paid to Acxiom's leaders in fiscal
1998,  the  separate  elements of which are  discussed  below,  consisted of the
following:  not-at-risk  base pay,  at-risk  base pay, and  long-term  incentive
("ALTI")   compensation   granted  under  Acxiom's   stock  option  plans.   The
Compensation   Committee's   increasing  emphasis  on  tying  pay  to  long-term
performance  criteria is  reflected  in a recent  change to Acxiom's  leadership
compensation  plan  effective  for fiscal 1998.  The plan contains five possible
compensation  levels with overlapping  ranges for base salaries,  which provides
flexibility  in  establishing  appropriate  compensation  packages  for Acxiom's
leadership.  The plan  provides  for  increasingly  large  percentages  of total
compensation  being weighted towards at-risk pay and, to an even greater degree,
toward LTI  compensation.  The higher the  compensation  level,  the greater the
overall  percentage of at-risk and LTI.  Under the plan,  the  compensation  for
Acxiom's senior  leaders,  who participate in the top two levels of the plan, is
as follows:  not-at-risk  base pay  (35-40%);  at-risk  base pay (25%);  and LTI
compensation (35-40%).  Under the previous plan, the maximum percentage of total
comp assignable to LTI was 35%.                                                 

    (i)  Not-At-Risk  Base Pay. Base pay levels are largely  determined  through
  market  comparisons.  Actual  salaries  are  based on  individual  performance
  contributions  within a salary  range that has been  established  through  job
  evaluation  and  the  use of  market  surveys  for  comparable  companies  and
  positions.  Base  salaries for Acxiom's  senior  leadership  were  targeted in
  fiscal 1998 to  represent  35-40% of total  compensation,  which  includes the
  annual at-risk base pay and LTI compensation.  For other corporate,  group and
  business  unit level  leaders,  base salaries were targeted at 40-70% of total
compensation.                                                               

    (ii) At-Risk  Base Pay. The at-risk base pay for all of Acxiom's  leaders is
  funded after Acxiom  achieves its  earnings per share  target.  Attainment  of
  targeted  at-risk base pay is largely  determined by using the EVA7  (Economic
  Value Added) model. (EVA is a registered  trademark of Stern Stewart & Co.) In
  fiscal  1998,  at-risk  base  pay  was  targeted  to  represent  25% of  total
  compensation  for the senior  leadership team and 15-25% for other  corporate,
  group and business unit leaders.  For fiscal 1998,  Acxiom's  diluted earnings
per share goal was $.59 per share, which was exceeded by $.01.              

    (iii) Long-Term  Incentive  Compensation.  The Committee's LTI  compensation
  plan is  composed  of  awards of stock  options  designed  to align  long-term
  interests between Acxiom's  leadership team and its stockholders and to assist
  in the retention of key people.  During fiscal 1998, the long-term  incentives
  were targeted to represent 35-40% of total  compensation for senior leadership
  and 15-35% for other corporate,  group and business unit leaders.  Previously,
  in 1996, senior leadership members were awarded the equivalent of three years'
  worth of  non-statutory  stock  options to induce them to adopt the  long-term
  view of  stockholders.  One-fourth  of the options  awarded were priced at the
  then current  market value,  one-fourth  were priced at a 50% premium over the
  then current  market value,  and the remaining  one-half were priced at a 100%
  premium  over the then  current  market  value.  The full value of the options
  cannot be realized  until the price of Acxiom  Common  Stock more than doubles
  from the fair market  value on the date of grant.  Senior  leadership  members
  will not be eligible for new grants of LTI options until 1999.  The 1996 stock
options vest incrementally over a nine-year period.                         

    The terms of all  non-statutory  LTI options granted on or after January 29,
  1997  are 15 years  (instead  of ten,  which  was the  standard  term for both
  incentive  and  non-statutory  options  prior to January  29,  1997),  and the
  exercise  prices for all  options  granted on or after  January  29, 1997 are:
  one-half at the fair market  value on the date of grant,  one-fourth  at a 50%
  premium over market,  and  one-fourth  at a 100% premium over market.  Options
will continue to vest incrementally over nine years from the date of grant. 

    (iv)  Supplemental  Executive  Retirement  Plan.  All  members  of  Acxiom's
  leadership  team are eligible to  participate  in the  Supplemental  Executive
  Retirement Plan ("SERP"), which was adopted in fiscal 1996, by contributing up
  to 15% of their pretax income into the plan.  Acxiom matches at a rate of $.50
  on the  dollar up to the first 6% of the  leadership  team  members'  combined
contributions under both the SERP and                                       

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  Acxiom's 401K Retirement Plan.  Acxiom's match is paid in Common Stock. On May
  20,  1998,  the Acxiom  Board of  Directors  approved an amendment to the SERP
  which will allow  participants to contribute up to 100% of their pretax income
into the plan.                                                              

    (v) Other Compensation Plans. Acxiom maintains certain broad-based  employee
  benefit plans in which leadership team members are permitted to participate on
  the  same  terms  as  non-leadership   team  associates  who  meet  applicable
  eligibility criteria, subject to any legal limitations on the amounts that may
be contributed or the benefits that may be payable under the plans.         

  Mr.  Morgan's  Compensation.  In fiscal  1998,  Acxiom's  revenue and earnings
increased 16% and 29%  respectively,  a record year in both revenue and earnings
for Acxiom. Additionally, the return on stockholders' equity for fiscal 1998 was
20.4%,  in line with  Acxiom's  goal of achieving a 20% return.  Acxiom's  stock
price  increased  78% over the prior  year,  compared  to a 52%  increase in the
NASDAQ  National  Market B U.S.  Index and a 75%  increase  in the NASDAQ  Stock
Market B Computer and Data Processing  Index over the same period.  In the prior
year,  Acxiom's revenue and earnings increased 49% and 51% respectively,  return
on stockholders'  equity increased from 16.5% to 20.3%, and the stock price rose
20%,  compared to an 11% increase in the NASDAQ National Market B U.S. Index and
a 10%  increase in the NASDAQ  National  Market B Computer  and Data  Processing
Index over the same period.                                                     

  Because of Acxiom's  performance and Mr. Morgan's  performance in fiscal 1997,
Mr.  Morgan's  fiscal 1998 base pay was  increased by 15% over fiscal 1997.  His
base pay for fiscal 1999 was increased  29% over fiscal 1998.  This increase was
due in part to the success of Acxiom in fiscal 1998, and in part as the first of
four proposed annual increases  designed to make the salaries of Mr. Morgan (and
other Acxiom leaders)  competitive with comparable  market  compensation  (i.e.,
within the 75th percentile of competitive companies) by the end of the four-year
adjustment period.                                                              

In fiscal 1998, Acxiom's earnings per share results and Acxiom's EVA        
attained were the primary criteria for determining the at-risk base pay earned  
by Mr. Morgan. All of Mr. Morgan's at-risk payments were made in cash. See      
"MANAGEMENT--Executive Compensation--Cash and Other Compensation" for           
discussion of Other Annual Compensation for Mr. Morgan.                         

  In 1996, Mr. Morgan  received  non-statutory  stock options under Acxiom's LTI
plan  described  above which  consisted of a three-year  grant of  non-statutory
stock options,  with exercise prices as follows:  one-fourth at the then current
market  price,  one-fourth  at a 50%  premium  over  market,  and the  remaining
one-half at a 100%  premium  over  market.  The purpose of the 1996 grant was to
further  encourage  Mr.  Morgan's  long-term   performance  while  aligning  his
interests  with  those  of  Acxiom's  other  stockholders  with  regard  to  the
performance of Acxiom Common Stock.  Mr. Morgan will not be eligible for another
LTI grant until 1999.                                                           

  Omnibus Budget  Reconciliation Act of 1993. The Omnibus Budget  Reconciliation
Act of 1993 ("OBRA") generally prevents public  corporations from deducting as a
business expense that portion of the compensation  paid to the named individuals
in the above Summary Compensation Table that exceeds $1,000,000.  However,  this
deduction limit does not apply to "performance-based compensation" paid pursuant
to plans  approved by  Stockholders.  The Acxiom Board of Directors has modified
its  compensation  plans so as to  comply  with  OBRA  and  thereby  retain  the
deductibility  of  executive  compensation,  and  it is  Acxiom's  intention  to
continue to monitor its compensation plans to comply with OBRA in the future.   

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ACXIOM'S PERFORMANCE

  The graph below  compares for each of the last six fiscal years the cumulative
total return on Acxiom's Common Stock, the NASDAQ National  Market--U.S.  Index,
and  the  NASDAQ  National  Market--Computer  and  Data  Processing  Index.  The
cumulative  total return on Acxiom's Common Stock assumes $100 invested on March
31, 1992 in Acxiom Common Stock.                                                

COMPARISON OF SIX YEAR CUMULATIVE TOTAL RETURN* 
AMONG ACXIOM CORPORATION, THE NASDAQ STOCK MARKET (U.S.) INDEX  
AND THE NASDAQ COMPUTER & DATA PROCESSING INDEX 

[LINE GRAPH APPEARS HERE] 

* $100 invested on 3/31/92 in stock or index--including reinvestment of         
dividends. Fiscal year ending March 31.                                       

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE 

  Section  16(a) of the  Exchange  Act  requires  Acxiom's  executive  officers,
directors, and persons who own more than ten percent (10%) of a registered class
of  Acxiom's  equity  securities  to file  reports of  ownership  and changes in
ownership  with  the  Commission  and the  National  Association  of  Securities
Dealers,  Inc. Such persons are required by Commission  rules and regulations to
furnish Acxiom with copies of all Section 16(a) forms they file.                

  Additionally,  Commission  rules and regulations  require that Acxiom identify
any individuals for whom one of the referenced reports was not filed on a timely
basis  during the most recent  fiscal year or prior  fiscal  years.  To Acxiom's
knowledge,  based  solely on its review of the copies of such forms  received by
it, or written  representations  from  certain  reporting  persons that no other
forms were required for those persons during and with respect to the fiscal year
ended March 31, 1998,  Acxiom  believes  that during the past fiscal  year,  all
filing requirements applicable to its officers,  directors, and greater than ten
percent (10%) beneficial owners were met.                                       

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CERTAIN TRANSACTIONS  

  On January 5, 1996, Acxiom leased an aircraft from MorAir, Inc., a corporation
controlled  by Charles D.  Morgan,  Acxiom's  Chairman and Company  Leader,  for
$66,385 per month,  plus  maintenance  and insurance.  The term of this aircraft
lease  expires  January 4,  2001.  The terms of the lease have been found by the
Acxiom  Board of  Directors  to be as good or better than those which could have
been obtained from an unrelated third party.                                    

  In March 1998,  Acxiom  began  using the  temporary  staffing  services of the
national staffing firm, Norrell Staffing  Services,  Inc.  ("Norrell"),  for its
strategic  staffing and contingency  workforce needs.  Susie P. Morgan,  wife of
Charles D. Morgan,  Chairman of the Board and Company Leader of Acxiom, owns the
Little Rock,  Arkansas franchise (the "Franchise") of Norrell. It is anticipated
that the total annual fees to be received by the Franchise  from Norrell,  based
on payments to be made by Acxiom to Norrell, will be approximately $150,000. The
majority of such fees will be used to offset the expenses of the Franchise.     

  In accordance  with the Data Center  Management  Agreement dated July 27, 1992
(the "DCM Agreement")  between Acxiom and Trans Union, which became effective on
August 31, 1992, Acxiom (through its subsidiary,  Acxiom CDC, Inc.) acquired all
of Trans Union's interest in its Chicago data center and agreed to provide Trans
Union  with  various  data  center  management  services.  The  term  of the DCM
Agreement, as amended, expires in 2005.                                         

  In  connection  with the DCM  Agreement,  on August  31,  1992  Acxiom  issued
1,920,000  shares of Acxiom Common Stock to Trans Union (the "Initial  Shares of
Acxiom Common Stock"), subject to certain "put" and "call" provisions.  Pursuant
to a subsequent amendment, Trans Union relinquished its right to cause Acxiom to
repurchase  the Initial Shares of Acxiom Common Stock,  and Acxiom  relinquished
its right to call the shares of Acxiom Common Stock. On August 31, 1992,  Acxiom
also issued a warrant (the "Warrant") to Trans Union to purchase up to 4,000,000
additional  shares of Acxiom  Common Stock prior to August 31, 2000, at exercise
prices  ranging  from  $2.9125  per share to  $3.5625  per share.  In  addition,
effective  October 26, 1994,  Acxiom and Trans Union's  parent  company,  Marmon
Industrial Corporation ("MIC"), entered into a stock purchase agreement pursuant
to which  Acxiom  agreed to sell,  and MIC  agreed to buy,  2,000,000  shares of
Acxiom Common Stock from Acxiom (the "Additional Shares of Acxiom Common Stock")
for $5.98 per  share.  The  purchase  price of the  Additional  Shares of Acxiom
Common Stock was  established on August 31, 1994 pursuant to a letter  agreement
between Acxiom and Trans Union.  On May 30, 1997,  Trans Union  transferred  the
Initial Shares of Acxiom Common Stock (together with an additional  1,000 shares
of Acxiom  Common  Stock it had  previously  acquired  from Mr.  Gambill) to The
Pritzker Foundation, an Illinois not for profit corporation.  Also on that date,
MIC  transferred  the  Additional  Shares of Acxiom Common Stock to The Pritzker
Foundation.  As a result of such  transfers,  The  Pritzker  Foundation  owns an
aggregate of 3,921,000 shares of Acxiom Common Stock, or  approximately  7.5% of
Acxiom's  issued  and  outstanding  shares  of  Acxiom  Common  Stock.  See "THE
MERGER--Terms of the Merger-- Irrevocable Proxies."                             

  Upon  acquisition  of the 4,000,000  shares of Acxiom Common Stock which could
currently be purchased  under the Warrant,  Trans Union would  beneficially  own
approximately  7.6% of Acxiom's issued and  outstanding  shares of Acxiom Common
Stock.  The amount of stock  which may be  purchased  by Trans  Union  under the
Warrant is  limited so that the total  shares of Acxiom  Common  Stock  acquired
under the Warrant  and the DCM  Agreement  may not exceed 10% of  Acxiom's  then
issued and outstanding  Common Stock.  Based upon the number of shares of Acxiom
Common  Stock  currently  issued and  outstanding,  Trans Union would be able to
purchase  approximately  3,700,000  shares  of  Acxiom  Common  Stock  under the
Warrant. Trans Union retains the right, however, to acquire additional shares of
Acxiom Common Stock on the open market, which do not count towards the 10% limit
under the Warrant. In addition,  pursuant to the DCM Agreement,  Trans Union has
preemptive rights whereby it may, under certain  circumstances,  purchase shares
of Acxiom  Common Stock in the event Acxiom issues  additional  shares of Acxiom
Common Stock.  Such  preemptive  rights  provide Trans Union with the ability to
maintain its percentage  ownership of Acxiom Common Stock  acquired  pursuant to
the DCM Agreement.  Trans Union does not have any preemptive rights with respect
to the  issuance  by Acxiom of shares of Acxiom  Common  Stock  pursuant  to the
Merger.                                                                         

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  Pursuant to a letter  agreement  dated July 27,  1992,  which was  executed in
connection  with the DCM  Agreement,  Acxiom  agreed to use its best  efforts to
cause one person  designated by Trans Union to be elected to the Acxiom Board of
Directors.  Trans Union designated its CEO and President,  Harry C. Gambill, who
was appointed to fill a vacancy on the Board in November 1992 and was elected at
the 1993 Annual Meeting of the Acxiom  Stockholders to serve a three-year  term.
He was elected to serve a second  three-year  term at the 1996  Annual  Meeting.
Pursuant to a second letter  agreement dated August 31, 1994, which was executed
in connection  with an amendment to the DCM Agreement,  which continued the term
through 2002,  Acxiom agreed to amend the letter  agreement  dated July 27, 1992
and use its best  efforts to cause two persons  designated  by Trans Union to be
elected to Acxiom Board of Directors.  In addition to Mr.  Gambill,  Trans Union
designated Robert A. Pritzker, an executive officer of MIC, who was appointed to
fill a newly created  position on the Acxiom's Board of Directors on October 26,
1994.  Mr.  Pritzker was elected to serve a  three-year  term at the 1995 Annual
Meeting of  Stockholders  and has been nominated for re-election to the Board of
Directors  at the Acxiom  Meeting.  These  undertakings  by Acxiom are in effect
until the later of the tenth  anniversary of August 31, 1992 or the  termination
of the DCM Agreement, the term of which has been extended to 2005.              

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL  
OWNERS AND MANAGEMENT OF ACXIOM 

  The following table sets forth certain  information as to the shares of Acxiom
Common Stock  beneficially owned as of July 28, 1998, by (a) each person who, as
far as Acxiom  has been able to  ascertain,  beneficially  owned  more than five
percent of the Acxiom Common Stock, (b) each director, (c) each of the five most
highly  compensated  executive  officers of Acxiom,  and (d) all  directors  and
executive officers of Acxiom as a group.                                        

                                                                [Download Table]

                          NUMBER OF SHARES OF  PERCENT OF    PERCENT OF ACXIOM  
                             ACXIOM COMMON       ACXIOM        COMMON STOCK     
NAME OF BENEFICIAL OWNER      STOCK OWNED     COMMON STOCK OUTSTANDING AFTER THE
  OR IDENTITY OF GROUP       BENEFICIALLY     OUTSTANDING        MERGER(1)      
------------------------  ------------------- ------------ -------------------  
                                                                                
William Blair & Company,                                                        
 L.L.C. ................       5,310,950(2)       10.1%             8.7%(3)     
222 West Adams Street                                                           
Chicago, IL 60606                                                               
Charles D. Morgan.......       4,121,545(4)        7.8%             5.2%        
P.O. Box 2000                                                                   
Conway, AR 72033-2000                                                           
Trans Union Corporation.       4,002,000(5)        7.7%             4.8%        
555 West Adams Street                                                           
Chicago, IL 60661                                                               
The Pritzker Foundation.       3,921,000(6)        7.5%             4.7%        
200 W. Madison Street                                                           
Suite 3800                                                                      
Chicago, IL 60606                                                               
Brown Capital                                                                   
 Management, Inc. ......       3,800,000(7)        7.2%             4.6%        
809 Cathedral Street                                                            
Baltimore, MD 21201                                                             
T. Rowe Price                                                                   
 Associates, Inc........       3,644,220(2)        6.9%             4.4%        
P.O. Box 89000                                                                  
Baltimore, MD 21289                                                             
Dr. Ann H. Die..........          10,655             *                *         
C. Alex Dietz...........         435,112(8)          *                *         
William T. Dillard II...          19,000             *                *         
Harry C. Gambill........               0(9)          *                *         
Rodger S. Kline.........       1,871,694(10)       3.6%             2.4%        
Robert A Pritzker.......           3,000(11)         *                *         
James T. Womble.........       1,545,046(12)       2.9%             1.9%        
Paul Zaffaroni..........         308,932(13)         *                *         
All directors, nominees                                                         
 and executive officers,                                                        
 as a group (11                                                                 
 persons)...............       8,465,107(14)      15.9%            10.5%        

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--------                                                                        
*Denotes less than 1%.                                                          
(1) Assumes the conversion of the 5% Convertible  Subordinated Notes due 2003 of
    May & Speh  (the  "Notes")  into  shares  of May & Speh  Common  Stock  upon
    consummation of the Merger. Includes: (i) 52,521,326 shares of Acxiom Common
    Stock  outstanding as of the Acxiom Record Date, (ii)  20,858,923  shares of
    Acxiom  Common Stock to be issued in exchange for the  26,073,654  shares of
    May & Speh Common Stock  outstanding as of the May & Speh Record Date at the
    Exchange  Ratio and (iii)  5,782,524  shares  of Acxiom  Common  Stock to be
    issued in  exchange  for the  7,228,155  shares of May & Speh  Common  Stock
issuable upon conversion of the Notes at the Exchange Ratio.            
(2) Based on  information  contained in a Schedule 13G filed with the Commission
on February 17, 1994.                                                   
(3) Includes  1,584,240 shares of Acxiom Common Stock issuable upon consummation
    of the Merger in  exchange  for the  1,980,300  shares of May & Speh  Common
    Stock held by William Blair & Company,  L.L.C.  at the Exchange  Ratio.  See
    "Security  Ownership of Certain  Beneficial  Owners and  Management of May &
Speh."                                                                  
(4) Includes 297,654 shares subject to currently  exercisable  options, of which
270,246 are in the money.                                               
(5) Includes  4,000,000  shares of Acxiom  Common Stock  subject to warrant (the
    "Warrant")  held by Trans  Union and 2,000  shares  of Acxiom  Common  Stock
    transferred to Trans Union by Harry C. Gambill,  Chief Executive Officer and
    President  of Trans Union.  Under the terms of the Warrant,  Trans Union has
    the right to purchase up to  4,000,000  shares of Acxiom  Common  Stock,  at
    exercise  prices  ranging  from $2.8125 to $3.5625 per share;  however,  the
    total number of actual shares of Acxiom Common Stock acquired by Trans Union
    (excluding  the shares of Acxiom Common Stock  acquired from Mr. Gambill and
    shares of Acxiom  Common  Stock  acquired by Trans Union on the open market)
    may not exceed 10% of Acxiom's  then issued and  outstanding  Common  Stock.
    Including  the shares of Acxiom Common Stock which may presently be acquired
    by Trans Union under the Warrant,  but excluding the shares of Acxiom Common
    Stock transferred to Trans Union from Mr. Gambill,  Trans Union beneficially
    owns  approximately  4,000,000 shares of Acxiom Common Stock, which would be
    7.6% of Acxiom's then issued and outstanding Common Stock following issuance
    of the Warrant  shares.  See "THE MERGER-- Terms of the  Merger--Irrevocable
Proxies" and "CERTAIN TRANSACTIONS."                                    
(6) Includes  1,921,000  shares of Acxiom Common Stock  acquired by The Pritzker
    Foundation,  an Illinois not for profit  corporation,  from Trans Union, and
    2,000,000 shares of Acxiom Common Stock acquired by The Pritzker  Foundation
    from Marmon Industrial Corporation, the owner of all of Trans Union's common
    stock.  Each of the acquisitions was made by The Pritzker  Foundation on May
30, 1997.                                                               
(7) Based  on  information   provided  by  a  representative  of  Brown  Capital
Management, Inc.                                                        
(8) Includes  1,990 shares of Acxiom  Common Stock held by Mr.  Dietz's wife and
    257,123  shares of Acxiom  Common  Stock  subject to  currently  exercisable
    options  (29,480 of which are held by Mrs.  Dietz),  of which 241,847 are in
the money.                                                              
(9) See  footnote  (3)  above  regarding  shares  of  the  Acxiom  Common  Stock
    beneficially  owned by Trans  Union.  Mr.  Gambill,  who is an  officer  and
    director of Trans Union,  disclaims  beneficial  ownership of such shares of
Acxiom Common Stock.                                                    
(10) Includes 231,349 shares subject to currently  exercisable options, of which
213,386 are in the money.                                             
(11) See  footnote  (3)  above   regarding   shares  of  Acxiom's  Common  Stock
     beneficially  owned by Trans  Union.  Mr.  Pritzker,  who is an officer and
     director of Trans Union,  disclaims  beneficial ownership of such shares of
     Acxiom Common Stock. The 3,000 shares of Acxiom Common Stock were issued to
     Mr.  Pritzker  as an annual  retainer  for  serving  on  Acxiom's  Board of
     Directors.   See   "MANAGEMENT--Executive   Compensation--Compensation   of
     Directors." Of these,  1,000 shares of Acxiom Common Stock are owned by Mr.
     Pritzker's wife;  however,  Mr. Pritzker is deemed to beneficially own such
shares of Acxiom Common Stock.                                        
(12) Includes  174,215  shares of  Acxiom  Common  Stock  subject  to  currently
exercisable options, of which 158,740 are in the money.               
(13) Includes  295,597  shares of  Acxiom  Common  Stock  subject  to  currently
exercisable options, of which 281,067 are in the money.               
(14) Includes  1,397,849  shares of Acxiom  Common  Stock  subject to  currently
exercisable options, of which 1,296,235 are in the money.             

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL  
OWNERS AND MANAGEMENT OF MAY & SPEH 

  The  following  table sets forth,  (i) as of the May & Speh Record  Date,  the
number of shares of May & Speh Common  Stock  beneficially  owned by all persons
known  by  May &  Speh  to  beneficially  own  more  than  five  percent  of the
outstanding  May & Speh  Common  Stock,  each  director  of May & Speh,  certain
executive  officers and all directors and executive officers as a group and (ii)
upon  consummation  of the Merger,  the number of shares of Acxiom  Common Stock
that will be  beneficially  owned by each of such persons  (including  shares of
Acxiom Common Stock issuable  pursuant to Acxiom  Exchange  Options which become
exercisable upon consummation of the Merger).  Unless otherwise  indicated,  the
persons  named below have sole voting and  investment  power with respect to all
shares shown as beneficially owned by them.                                     

                                                                [Download Table]

                                                                     PERCENT OF 
                                                       SHARES OF       ACXIOM   
                                                       ACXIOM COMMON   COMMON   
                           SHARES OF                   STOCK           STOCK    
                           MAY & SPEH      PERCENT OF  BENEFICIALLY  OUTSTANDING
                          COMMON STOCK     MAY & SPEH     OWNED       FOLLOWING 
                          BENEFICIALLY    COMMON STOCK  FOLLOWING       THE     
    BENEFICIAL OWNER         OWNED        OUTSTANDING   THE MERGER    MERGER(1) 
    ----------------      ------------    ------------ -----------   -----------
                                                                                
May & Speh, Inc.                                                                
 Employee Stock                                                                 
 Ownership Plan.........  6,586,336(2)    25.3%        5,269,068     6.9%       
Lawrence J. Speh........  1,830,373(3)     7.0%        1,752,298     2.2%       
William Blair & Company,                                                        
 L.L.C..................  1,980,300(4)     7.6%        6,895,190(5)  2.0%       
Albert J. Speh..........  1,074,732(6)     4.1%          859,785     1.1%       
Robert C. Early.........    175,615(7)        *           412,492       *       
Michael J. Loeffler.....    158,122(8)        *           360,097       *       
Terrance C. Cieslak.....    142,227(9)        *           220,021       *       
Casey Cowell............    107,204           *            97,283       *       
Peter I. Mason..........    270,200(10)    1.0%          794,720        *       
Jonathan Zakin..........     68,003(11)       *            71,682       *       
Deborah A. Bricker......     14,400(12)       *            17,280       *       
Paul G. Yovovich........     12,200(13)       *            21,280       *       
All directors and                                                               
 executive officers as a                                                        
 group (13) persons.....   4,087,901(14)   15.4         5,000,551    8.2%       

--------                                                                        
*  Less than one percent                                                        
 (1) Assumes the conversion of the 5% Convertible Subordinated Notes due 2003 of
   May &  Speh  (the  "Notes")  into  shares  of May & Speh  Common  Stock  upon
   consummation of the Merger.  Includes: (i) 52,521,326 shares of Acxiom Common
   Stock  outstanding as of the Acxiom Record Date,  (ii)  20,858,923  shares of
   Acxiom Common Stock to be issued in exchange for the 26,073,654 shares of May
   & Speh  Common  Stock  outstanding  as of the May & Speh  Record  Date at the
   Exchange Ratio and (iii) 5,782,524 shares of Acxiom Common Stock to be issued
   in exchange for the 7,228,155 shares of May & Speh Common Stock issuable upon
conversion of the Notes at the Exchange Ratio.                            
 (2) The address of the May & Speh,  Inc.  Employee  Stock  Ownership  Plan (the
   "ESOP") is c/o Cole Taylor Bank.  850 W.  Jackson  Blvd.,  Chicago,  Illinois
   60607.  Includes  5,281,250  shares that have been allocated or are available
   for  allocation to the accounts of certain  employees or former  employees of
   May & Speh. ESOP  participants  have shared voting and investment  power with
respect to the shares allocated to their individual accounts.             
 (3) Includes 2,927 shares allocated to Mr. Speh's ESOP account. Excludes 22,490
   shares  held  by  Mr.  Speh's  wife,  as to  which  he  disclaims  beneficial
   ownership.  Mr.  Speh's  address is c/o May & Speh,  Inc.,  1501 Opus  Place,
Downers Grove, Illinois 60515.                                            
 (4) Based on a Schedule 13G dated  February  14, 1998 filed by William  Blair &
   Company,  L.L.C. ("WBC") in which WBC reported sole voting power with respect
   to  821,500  shares and sole  dispositive  power  with  respect to  1,980,300
   shares. The address of WBC is 222 West Adams Street, Chicago, Illinois 60606.
(5) Includes 5,310,950 shares of Acxiom Common Stock beneficially owned by    
WBC prior to the Merger. See "Security Ownership of Certain Beneficial    
Owners and Management of Acxiom."                                         

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 (6) Includes  2,927 shares  allocated to Mr.  Speh's ESOP  account.  Mr. Speh's
   address is c/o May & Speh,  Inc.,  1501 Opus Place,  Downers Grove,  Illinois
60515.                                                                    
 (7) Includes 120,803 shares issuable pursuant to currently exercisable options,
and 33,500 shares allocated to Mr. Early's ESOP account.                  
 (8) Includes  91,100  shares  issuable  pursuant to options that are  currently
   exercisable or that will become exercisable within 60 days, and 67,022 shares
allocated to Mr. Loeffler's ESOP account.                                 
 (9) Includes  67,800  shares  issuable  pursuant to options that are  currently
   exercisable or that will become exercisable within 60 days, and 74,427 shares
allocated to Mr. Cieslak's ESOP account.                                  
(10) Includes  193,400  shares  issuable  pursuant to options that are currently
exercisable or will become exercisable within 60 days.                    
(11)  Represents  shares held by a family  foundation  with respect to which Mr.
Zakin has shared voting and investment power.                             
(12)  Represents   shares  issuable  pursuant  to  options  that  are  currently
exercisable or will become exercisable within 60 days.                    
(13) Includes  7,200  shares  issuable  pursuant to options  that are  currently
exercisable or that will become exercisable within 60 days.               
(14) Includes  525,903  shares  issuable  pursuant to options that are currently
   exercisable  or that will  become  exercisable  within 60 days,  and  250,443
shares allocated to the ESOP accounts of the executive officers.          

LEGAL MATTERS 

  The  validity  of the  issuance  of the shares of Acxiom  Common  Stock  being
offered  hereby will be passed upon for Acxiom by  Catherine  L.  Hughes,  Esq.,
General Counsel of Acxiom. Certain United States federal income tax matters with
respect to the Merger will be passed upon for Acxiom by  Skadden,  Arps,  Slate,
Meagher & Flom LLP.  Certain  United  States  federal  income tax  matters  with
respect to the Merger will passed upon for May & Speh by Winston & Strawn.      

EXPERTS 

  The consolidated financial statements and related financial statement schedule
of  Acxiom  as of March  31,  1998 and  1997,  and for each of the  years in the
three-year  period ended March 31, 1998  incorporated by reference in this Proxy
Statement/Prospectus  and the Registration Statement,  have been incorporated by
reference herein and in the  Registration  Statement in reliance upon the report
of KPMG Peat Marwick LLP, independent certified public accountants, incorporated
by  reference  herein,  and  upon  the  authority  of said  firm as  experts  in
accounting and auditing.                                                        

  The May & Speh financial  statements as of September 30, 1997 and 1996 and for
each  of the  three  fiscal  years  in  the  period  ended  September  30,  1997
incorporated  in this  Proxy  Statement/Prospectus  by  reference  to pages  F-1
through  F-17  of the  prospectus  which  constitutes  a part  of the May & Speh
registration  statement on Form S-3  (333-46547)  have been so  incorporated  in
reliance on the report of Price Waterhouse LLP, independent  accountants,  given
on the authority of said firm as experts in auditing and accounting.            

RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS  

  It is expected that  representatives of KPMG Peat Marwick LLP, the independent
auditors of Acxiom, will be present at the Acxiom Meeting,  where they will have
an opportunity  to respond to  appropriate  questions and to make a statement if
they so desire. It is expected that  representatives  of  PricewaterhouseCoopers
LLP, the  independent  auditors of May & Speh, will be present at the May & Speh
Meeting, where they will have an opportunity to respond to appropriate questions
and to make a statement if they so desire.                                      

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STOCKHOLDER PROPOSALS FOR THE 
1999 ANNUAL STOCKHOLDERS' MEETINGS  

ACXIOM                                                                          

  Any stockholder  proposal to be presented at the 1999 annual meeting of Acxiom
stockholders  should be directed to the Secretary of Acxiom,  P.O. Box 2000, 301
Industrial  Boulevard,  Conway,  Arkansas  72033-2000,  and must be  received by
Acxiom on or before  March 31,  1999.  Any such  proposal  must  comply with the
requirements of Rule 14a-8 under the Exchange Act.                              

MAY & SPEH                                                                      

  In the event that the Merger is not  consummated  for any  reason,  May & Speh
will hold a 1999  annual  meeting.  If such a meeting is held,  any  stockholder
proposal to be presented at such 1999 annual meeting of May & Speh  stockholders
must be received by the  Corporate  Secretary of May & Speh,  in writing,  on or
before  October 9, 1998 to be considered  for  inclusion in the proxy  materials
relating to such meeting.                                                       

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                                                                         ANNEX A

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

AMENDED AND RESTATED
AGREEMENT AND PLAN OF MERGER

BY AND AMONG

ACXIOM CORPORATION, 

ACX ACQUISITION CO., INC. 

AND 

MAY & SPEH, INC.

DATED AS OF MAY 26, 1998

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

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TABLE OF CONTENTS 

                                                                [Download Table]
                                                                              
                                  ARTICLE I                                   
THE MERGER................................................................   2
Section 1.1  The Merger..................................................    2
Section 1.2  Effective Time of the Merger................................    2
                                  ARTICLE II                                  
THE SURVIVING CORPORATION.................................................   2
Section 2.1  Certificate of Incorporation................................    2
Section 2.2  By-Laws.....................................................    2
Section 2.3  Directors and Officers of Surviving Corporation.............    2
                                 ARTICLE III                                  
CONVERSION OF SHARES......................................................   2
Section 3.1  Exchange Ratio..............................................    2
Section 3.2  Exchange of Shares..........................................    3
Section 3.3  Dividends; Transfer Taxes...................................    3
Section 3.4  No Fractional Securities....................................    3
Section 3.5  Certain Adjustments.........................................    3
Section 3.6  Closing of Company Transfer Books...........................    4
Section 3.7  Closing.....................................................    4
                                  ARTICLE IV                                  
REPRESENTATIONS AND WARRANTIES OF PARENT..................................   4
Section 4.1  Organization................................................    4
Section 4.2  Capitalization..............................................    4
Section 4.3  Subsidiaries................................................    4
Section 4.4  Authority Relative to this Agreement........................    5
Section 4.5  Consents and Approvals; No Violations.......................    5
Section 4.6  Reports and Financial Statements............................    6
Section 4.7  Absence of Certain Changes or Events........................    6
Section 4.8  Litigation..................................................    6
Section 4.9  Patents, Trademarks, Etc....................................    6
                     Information in Disclosure Documents and Registration     
Section 4.10 Statement...................................................    6
Section 4.11 Absence of Undisclosed Liabilities..........................    7
Section 4.12 No Default..................................................    7
Section 4.13 Title to Properties; Encumbrances...........................    7
Section 4.14 Compliance with Applicable Law..............................    7
Section 4.15 Labor Matters...............................................    7
Section 4.16 Employee Benefit Plans; ERISA...............................    7
Section 4.17 Vote Required...............................................    9
Section 4.18 Opinion of Financial Advisor................................    9
Section 4.19 Ownership of Company Common Stock...........................    9
Section 4.20 Pooling.....................................................   10
Section 4.21 Taxes.......................................................   10
Section 4.22 Contracts...................................................   11
                                  ARTICLE V                                   
REPRESENTATIONS AND WARRANTIES OF THE COMPANY.............................  11
Section 5.1  Organization................................................   11

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                                                                [Download Table]
                                                                              
Section 5.2  Capitalization..............................................   11
Section 5.3  Subsidiaries................................................   12
Section 5.4  Authority Relative to this Agreement........................   12
Section 5.5  Consents and Approvals; No Violations.......................   12
Section 5.6  Reports and Financial Statements............................   13
Section 5.7  Absence of Certain Changes or Events........................   13
Section 5.8  Litigation..................................................   13
Section 5.9  Patents, Trademarks, Etc....................................   13
                     Information in Disclosure Documents and Registration     
Section 5.10 Statement...................................................   13
Section 5.11 Absence of Undisclosed Liabilities..........................   14
Section 5.12 No Default..................................................   14
Section 5.13 Taxes.......................................................   14
Section 5.14 Title to Properties; Encumbrances...........................   15
Section 5.15 Compliance with Applicable Law..............................   15
Section 5.16 Labor Matters...............................................   15
Section 5.17 Employee Benefit Plans; ERISA...............................   15
Section 5.18 Contracts...................................................   17
Section 5.19 Vote Required...............................................   17
Section 5.20 Opinion of Financial Advisor................................   17
Section 5.21 Takeover Statute............................................   17
Section 5.22 The Company Rights Agreement................................   17
Section 5.23 Ownership of Parent Common Stock............................   18
Section 5.24 Pooling.....................................................   18
                                  ARTICLE VI                                  
CONDUCT OF BUSINESS PENDING THE MERGER....................................  18
Section 6.1  Conduct of Business by the Company Pending the Merger.......   18
Section 6.2  Conduct of Business by Parent Pending the Merger............   19
Section 6.3  Conduct of Business of Sub..................................   20
                                 ARTICLE VII                                  
ADDITIONAL AGREEMENTS.....................................................  20
Section 7.1  Access and Information......................................   20
Section 7.2  Acquisition Proposals.......................................   20
Section 7.3  Registration Statement......................................   21
Section 7.4  Proxy Statements; Stockholder Approvals.....................   21
Section 7.5  Affiliate Agreements........................................   21
Section 7.6  Antitrust Laws..............................................   22
Section 7.7  Proxies.....................................................   22
Section 7.8  Employees, Employee Benefits................................   22
Section 7.9  Stock Options...............................................   23
Section 7.10 Public Announcements........................................   23
Section 7.11 By-Law Indemnification and Insurance........................   23
Section 7.12 Expenses....................................................   23
Section 7.13 Additional Agreements.......................................   24
Section 7.14 Control of the Company's and Parent's Operations............   24
Section 7.15 Company Rights Plan.........................................   24
                                 ARTICLE VIII                                 
CONDITIONS TO CONSUMMATION OF THE MERGER..................................  25
Section 8.1  Conditions to Each Party's Obligation to Effect the Merger..   25

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                                                                [Download Table]
                                                                              
                    Conditions to Obligation of the Company to Effect the     
Section 8.2  Merger......................................................   25
                Conditions to Obligations of Parent and Sub to Effect the     
Section 8.3  Merger......................................................   25
                                  ARTICLE IX                                  
TERMINATION, AMENDMENT AND WAIVER.........................................  26
Section 9.1  Termination.................................................   26
Section 9.2  Effect of Termination.......................................   27
Section 9.3  Amendment...................................................   27
Section 9.4  Waiver......................................................   27
                                  ARTICLE X                                   
GENERAL PROVISIONS........................................................  27
Section 10.1 Survival of Representations, Warranties and Agreements......   27
Section 10.2 Brokers.....................................................   27
Section 10.3 Notices.....................................................   28
Section 10.4 Descriptive Headings........................................   28
Section 10.5 Entire Agreement; Assignment................................   28
Section 10.6 Governing Law...............................................   28
Section 10.7 Specific Performance........................................   28
Section 10.8 Counterparts................................................   29
Exhibit A-1  Irrevocable Proxy...........................................   30
Exhibit A-2  Irrevocable Proxy...........................................   32
Exhibit A-3  Irrevocable Proxy...........................................   35
Exhibit B    Form of Company Rights Plan Amendment.......................   37
Exhibit C    Form of Affiliate Letter for Affiliates of the Company......   40
Exhibit D    Form of Affiliate Letter for Affiliates of Parent...........   43

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AMENDED AND RESTATED AGREEMENT  

AND PLAN OF MERGER  

  AMENDED AND RESTATED  AGREEMENT  AND PLAN OF MERGER,  dated as of May 26, 1998
(the  "Agreement"),  by and among  Acxiom  Corporation,  a Delaware  corporation
("Parent"), ACX Acquisition Co., Inc., a Delaware corporation and a wholly owned
subsidiary of Parent ("Sub"),  and May & Speh, Inc., a Delaware corporation (the
"Company").                                                                     

  WHEREAS,  Parent,  Sub and the Company  entered into an Agreement  and Plan of
Merger dated as of May 26, 1998 (the "Original Agreement"); and                 

  WHEREAS,  the Boards of Directors of Parent, Sub and the Company have approved
and authorized this Amended and Restated Merger Agreement  providing for certain
clarifications of the Original  Agreement and on July 29, 1998,  Parent, Sub and
the Company entered into this Amended and Restated Merger Agreement; and        

  WHEREAS,  the Boards of  Directors  of Parent and Sub and the Company  deem it
advisable and in the best interests of their respective stockholders that Parent
combine with the Company,  and such Boards of Directors have approved the merger
(the  "Merger")  of Sub with and into the Company  upon the terms and subject to
the conditions set forth herein; and                                            

  WHEREAS,  concurrently with the execution and delivery of this Agreement,  and
as a condition and  inducement to the Company's  willingness  to enter into this
Agreement, a holder of shares of Parent's common stock, par value $.10 per share
(the "Parent Common Stock") is granting the Company an irrevocable  proxy in the
form  attached  hereto as Exhibit A-1 (the "Parent Stock  Proxy"),  to vote such
shares of Parent Common Stock; and                                              

  WHEREAS, concurrently with the execution and delivery of this Agreement and as
a condition and inducement to Parent's and Sub's  willingness to enter into this
Agreement,  certain holders of shares of the Company's  Common Stock,  par value
$.01 per share (the "Company  Common Stock"),  are granting  Parent  irrevocable
proxies,  in the forms  attached  hereto as Exhibits  A-2 and A-3 (the  "Company
Stock Proxies" and,  together with the Parent Stock Proxy,  the  "Proxies"),  to
vote such shares of Company Common Stock; and                                   

  WHEREAS,  immediately  following the execution and delivery of this Agreement,
the Company and Parent will enter into a stock option  agreement  (the  "Company
Option  Agreement"),  pursuant to which the Company will grant Parent the option
to purchase  shares of Company  Common Stock,  upon the terms and subject to the
conditions set forth therein; and                                               

  WHEREAS,  immediately  following the execution and delivery of this Agreement,
the Company and Parent will enter into a stock  option  agreement  (the  "Parent
Option  Agreement"),  pursuant to which Parent will grant the Company the option
to purchase  shares of Parent  Common  Stock,  upon the terms and subject to the
conditions set forth therein; and                                               

  WHEREAS, for U.S. federal income tax purposes,  it is intended that the Merger
shall qualify as a  reorganization  within the meaning of Section  368(a) of the
Internal  Revenue Code of 1986,  as amended  (the "Code") and this  Agreement is
hereby  adopted as a plan of  reorganization  for purposes of Section 368 of the
Code; and                                                                       

  WHEREAS,  for financial  accounting  purposes,  it is intended that the Merger
shall be accounted for as a pooling of interests  under United States  generally
accepted accounting principles.                                                 

NOW, THEREFORE, in consideration of the foregoing and the respective        
representations, warranties, covenants and agreements set forth herein and in   
the Proxies, the parties hereto agree as follows:                               

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ARTICLE I 

THE MERGER  

  Section 1.1 The Merger. Upon the terms and subject to the conditions set forth
herein,  at the Effective Time (as defined in Section 1.2 hereof),  Sub shall be
merged  with  and into the  Company  and the  separate  existence  of Sub  shall
thereupon  cease, and the name of the Company,  as the surviving  corporation in
the Merger (the "Surviving Corporation"),  shall by virtue of the Merger be "May
& Speh,  Inc." The Merger shall have the effects set forth in Section 259 of the
General Corporation Law of the State of Delaware (the "GCL").                   

  Section 1.2 Effective  Time of the Merger.  The Merger shall become  effective
when a properly executed  certificate of merger (the "Certificate of Merger") is
duly filed with the  Secretary of State of the State of  Delaware,  which filing
shall be made as soon as  practicable  after  the  closing  of the  transactions
contemplated by this Agreement in accordance with Section 3.6 hereof.  When used
in this  Agreement,  the term  "Effective  Time" shall mean the date and time at
which the Certificate of Merger is so filed.                                    

ARTICLE II  

THE SURVIVING CORPORATION 

  Section 2.1 Certificate of Incorporation.  The Certificate of Incorporation of
Sub in effect  immediately  prior to the Effective Time shall be the Certificate
of  Incorporation  of the  Surviving  Corporation  (except that Article I of the
Certificate of  Incorporation  shall be amended as of the Effective Time to read
as follows "The name of the Corporation is May & Speh, Inc.").                  

  Section 2.2 By-Laws.  Subject to Section 7.11 hereof, the By-Laws of Sub as in
effect  immediately  prior to the  Effective  Time  shall be the  By-Laws of the
Surviving Corporation.                                                          

  Section 2.3 Directors and Officers of Surviving Corporation. (a) The directors
of Sub immediately prior to the Effective Time shall be the initial directors of
the Surviving  Corporation  and shall hold office from the Effective  Time until
their  respective  successors  are duly elected or appointed  and qualify in the
manner provided in the Certificate of Incorporation  and ByLaws of the Surviving
Corporation or as otherwise provided by law.                                    

  (b) The officers of the Company  immediately prior to the Effective Time shall
be the initial officers of the Surviving  Corporation and shall hold office from
the  Effective  Time  until  their  respective  successors  are duly  elected or
appointed and qualify in the manner provided in the Certificate of Incorporation
and By-Laws of the Surviving Corporation, or as otherwise provided by law.      

ARTICLE III 

CONVERSION OF SHARES  

  Section 3.1 Exchange Ratio. At the Effective Time, by virtue of the Merger and
without any action on the part of the holders of any of the capital stock of Sub
or the Company:                                                                 

    (a) Each share of Company Common Stock (the "Shares") issued and outstanding
  immediately  prior to the Effective  Time (other than Shares held by Parent or
  any  direct or  indirect  wholly  owned  subsidiary  of Parent or Shares to be
  cancelled  pursuant to Section  3.1(b))  shall be converted  into the right to
  receive  .80 (the  "Exchange  Ratio")  of a  validly  issued,  fully  paid and
  non-assessable  share of common  stock,  par value $.10 per  share,  of Parent
  ("Parent  Shares"),  payable upon the  surrender of the  certificate  formerly
  representing  such  Share.  Holders  of  Shares  shall  also have the right to
  receive  together with each Parent Share issued in the Merger,  one associated
preferred stock purchase right (a "Parent Right") in accordance             

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  with the Rights  Agreement  dated as of January 28, 1998 (the  "Parent  Rights
  Agreement"),  between  Parent  and First  Chicago  Trust  Company of New York.
  References  herein to the Parent Shares issuable in the Merger shall be deemed
to include the associated Parent Rights.                                    

    (b) Each Share held in the  treasury  of the  Company and each Share held by
  Parent or any direct or indirect wholly owned subsidiary of Parent immediately
  prior to the Effective  Time shall be cancelled and retired and cease to exist
and no consideration shall be delivered in exchange therewith.              

    (c) Each share of Common Stock,  par value $.01 per share, of Sub issued and
  outstanding  immediately  prior to the Effective  Time shall be converted into
  and become one validly issued,  fully paid and non-assessable  share of common
  stock,  par  value  $.01 per  share,  of the  Surviving  Corporation,  and the
Surviving Corporation shall be a wholly owned subsidiary of Parent.         

  Section 3.2  Exchange of Shares.  Parent shall  authorize  one or more persons
(reasonably satisfactory to the Company) to act as exchange agent hereunder (the
"Exchange Agent"). As soon as practicable after the Effective Time, Parent shall
make  available,  and each holder of Shares  will be  entitled to receive,  upon
surrender to the Exchange Agent of one or more  certificates  representing  such
Shares for cancellation,  certificates  representing the number of Parent Shares
into which such Shares are converted in the Merger. The Parent Shares into which
the Shares  shall be converted in the Merger shall be deemed to have been issued
at the Effective Time.                                                          

  Section 3.3  Dividends;  Transfer  Taxes.  No  dividends  that are declared on
Parent  Shares  will  be  paid  to  persons  entitled  to  receive  certificates
representing  Parent  Shares until such  persons  surrender  their  certificates
representing  Shares. Upon such surrender,  there shall be paid to the person in
whose name the certificates representing such Parent Shares shall be issued, any
dividends  which shall have become  payable with  respect to such Parent  Shares
between the Effective Time and the time of such surrender. In no event shall the
person  entitled to receive such  dividends  be entitled to receive  interest on
such dividends.  If any certificates for any Parent Shares are to be issued in a
name other than that in which the certificate representing Shares surrendered in
exchange  therefor is  registered  it shall be a condition of such exchange that
the person requesting such exchange shall pay to the Exchange Agent any transfer
or other taxes  required  by reason of the  issuance  of  certificates  for such
Parent  Shares  in a name  other  than  that  of the  registered  holder  of the
certificate  surrendered or shall establish to the  satisfaction of the Exchange
Agent  that such tax has been  paid or is not  applicable.  Notwithstanding  the
foregoing,  neither the Exchange Agent nor any party hereto shall be liable to a
holder of Shares for any Parent  Shares or dividends  thereon or, in  accordance
with Section 3.4 hereof, proceeds of the sale of fractional interests, delivered
to a public official pursuant to applicable escheat laws.                       

  Section 3.4 No Fractional  Securities.  No certificates or scrip  representing
fractional  Parent  Shares  shall be issued upon the  surrender  for exchange of
certificates  representing  Shares pursuant to this Article III and no dividend,
stock  split-up or other change in the capital  structure of Parent shall relate
to any fractional security,  and such fractional interests shall not entitle the
owner thereof to vote or to any rights of a security holder. In lieu of any such
fractional  securities,  each  holder of Shares  who would  otherwise  have been
entitled to a fraction of a Parent Share upon  surrender  of stock  certificates
for exchange  pursuant to this Article III will be paid cash upon such surrender
in an amount  equal to the product of such  fraction  multiplied  by the closing
sale price of Parent Shares on the National  Association  of Securities  Dealers
Automated  Quotations  National  Market System (the  "NASDAQ") on the day of the
Effective  Time,  or, if the Parent  Shares  are not so traded on such day,  the
closing sale price on the next  preceding  day on which such stock was traded on
the NASDAQ.                                                                     

  Section 3.5 Certain Adjustments.  If between the date hereof and the Effective
Time, the  outstanding  shares of Parent Common Stock or of Company Common Stock
shall  be   changed   into  a   different   number   of   shares  by  reason  or
reclassification, recapitalization, split-up, combination or exchange of shares,
or any dividend  payable in stock or other  securities shall be declared thereon
with a record date  within such  period,  the  Exchange  Ratio shall be adjusted
accordingly  to provide the holders of Company  Common Stock,  the same economic
effect  as  contemplated  by this  Agreement  prior  to  such  reclassification,
recapitalization, split-up, combination, exchange or dividend.                  

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  Section 3.6 Closing of Company  Transfer  Books.  At the Effective  Time,  the
stock  transfer  books of the Company  shall be closed and no transfer of Shares
shall  thereafter be made. From and after the Effective Time, the holders of the
Shares issued and  outstanding  immediately  prior to the  Effective  Time shall
cease to have any  rights  with  respect  to such  Shares,  except as  otherwise
provided herein. If, after the Effective Time, certificates  representing Shares
are  presented  to the  Surviving  Corporation,  they  shall  be  cancelled  and
exchanged for  certificates  representing  Parent Shares and cash in lieu of any
fractional shares in accordance with Section 3.4 hereof.                        

  Section 3.7  Closing.  The closing of the  transactions  contemplated  by this
Agreement  (the  "Closing")  shall take place at the offices of  Skadden,  Arps,
Slate,  Meagher & Flom LLP, 919 Third Avenue, New York, New York, at 10:00 a.m.,
local time, on the later of (a) the date of the stockholders'  meetings referred
to in Section 7.4 hereof or (b) the day on which all of the conditions set forth
in Article VIII hereof are satisfied or waived,  or at such other date, time and
place as Parent and the Company shall agree.                                    

ARTICLE IV  

REPRESENTATIONS AND WARRANTIES OF PARENT  

Parent represents and warrants to the Company as follows:                   

  Section 4.1  Organization.  Parent is a corporation  duly  organized,  validly
existing  and in good  standing  under the laws of the State of Delaware and has
the  corporate  power to carry on its  business as it is now being  conducted or
presently  proposed  to be  conducted.  Parent  is duly  qualified  as a foreign
corporation to do business,  and is in good standing, in each jurisdiction where
the character of its  properties  owned or held under lease or the nature of its
activities make such qualification  necessary,  except where such failures to be
so qualified  would not in the aggregate  have a material  adverse effect on the
business, assets, liabilities,  condition (financial or otherwise) or results of
operations of Parent and its subsidiaries,  taken as a whole (a "Parent Material
Adverse Effect").  Sub is a corporation duly organized,  validly existing and in
good  standing  under the laws of the State of Delaware.  Sub has not engaged in
any business since the date of its incorporation.                               

  Section 4.2 Capitalization. The authorized capital stock of Parent consists of
200,000,000  shares of Common  Stock,  par value $.10 per share,  and  1,000,000
shares of Preferred Stock, par value $.01 per share ("Parent  Preferred Stock"),
of which 200,000 shares have been  designated as  Participating  Preferred Stock
(the  "Participating  Preferred  Stock").  As of the date hereof, (i) 52,446,883
Parent Shares were issued and outstanding and (ii) no shares of Parent Preferred
Stock were issued and  outstanding.  Except as set forth on Schedule 4.2 hereto,
all of the issued and outstanding  Parent Shares are validly issued,  fully paid
and  nonassessable  and free of  preemptive  rights.  All of the  Parent  Shares
issuable in exchange for Shares at the Effective  Time in  accordance  with this
Agreement will be, when so issued, duly authorized,  validly issued,  fully paid
and nonassessable.  The authorized capital stock of Sub consists of 1,000 shares
of Common  Stock,  par value  $.01 per share,  100  shares of which are  validly
issued and outstanding,  fully paid and  nonassessable  and are owned by Parent.
Except as set forth in Schedule 4.2 hereto,  there are no  outstanding  options,
warrants,   subscriptions,   calls,  rights,  convertible  securities  or  other
agreements or commitments  obligating  Parent to issue,  transfer or sell any of
its  securities  other  than:  (i)  rights to  acquire  shares of  Participating
Preferred  Stock  pursuant to the Parent Rights  Agreement,  and (ii) options to
receive or acquire  7,725,516  Parent Shares  pursuant to employee  incentive or
benefit plans,  programs and arrangements  ("Parent Employee Stock Options") and
(iii) the Parent Option Agreement.                                              

  Section  4.3  Subsidiaries.  Schedule  4.3 hereto  sets  forth each  direct or
indirect interest owned by Parent in any other corporation,  partnership,  joint
venture or other business association or entity,  foreign or domestic,  of which
Parent or any of its other Parent  Subsidiaries  owns,  directly or  indirectly,
greater  than  fifty  percent of the  shares of  capital  stock or other  equity
interests (including partnership interests) entitled to cast at least a majority
of the votes that may be cast by all shares or equity  interests having ordinary
voting power for the                                                            

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election of directors or other  governing  body of such entity (each such entity
is  hereinafter  referred  to  as a  "Parent  Subsidiary"  and  are  hereinafter
collectively referred to as the "Parent  Subsidiaries").  Each Parent Subsidiary
is a corporation duly organized, validly existing and in good standing under the
laws of its  jurisdiction  of  incorporation.  Each  Parent  Subsidiary  is duly
qualified as a foreign corporation to do business,  and is in good standing,  in
each  jurisdiction  where the  character of its  properties  owned or held under
lease or the nature of its activities makes such qualification  necessary except
where the failure to be so  qualified  will not have a Parent  Material  Adverse
Effect.  Each Parent Subsidiary has the corporate power to carry on its business
as it is now being conducted or presently  proposed to be conducted.  All of the
outstanding  shares of capital  stock of the  Parent  Subsidiaries  are  validly
issued,  fully paid and nonassessable.  Except as set forth on Schedule 4.3, all
of the outstanding shares of capital stock of, or other ownership  interests in,
each of the Parent  Subsidiaries  are owned by Parent or by a Parent  Subsidiary
free and clear of any liens, claims, charges or encumbrances. There are not now,
and at the Effective Time there will not be, any outstanding options,  warrants,
subscriptions,  calls,  rights,  convertible  securities or other  agreements or
commitments  obligating  Parent or any Parent  Subsidiary to issue,  transfer or
sell any  securities  of any Parent  Subsidiary.  There are not now,  and at the
Effective  Time  there will not be, any  voting  trusts or other  agreements  or
understandings  to which Parent or any of the Parent  Subsidiaries is a party or
is bound with respect to the voting of the capital stock of Parent or any of the
Parent Subsidiaries.                                                            

  Section 4.4 Authority  Relative to this Agreement.  Each of Parent and Sub has
the corporate  power to enter into this Agreement,  the Parent Option  Agreement
and the Company Option  Agreement,  to carry out its  obligations  hereunder and
thereunder  and to  consummate  the Merger.  The  execution and delivery of this
Agreement,  the Parent  Option  Agreement  and the Company  Option  Agreement by
Parent  and  Sub,  the  consummation  by  Parent  and  Sub of  the  transactions
contemplated  hereby and  thereby and the  consummation  of the Merger have been
duly  authorized  by the  Boards  of  Directors  of Parent  and Sub,  and by the
Disinterested  Directors  (pursuant  to Article  Tenth,  Section (b) of Parent's
Certificate of Incorporation) and by Parent as the sole stockholder of Sub, and,
except  for  the  approvals  of  Parent's  stockholders  to  be  sought  at  the
stockholders'  meeting  contemplated by Section 7.4(b) hereof no other corporate
proceedings  on the  part of  Parent  or Sub are  necessary  to  authorize  this
Agreement or the transactions  contemplated  hereby. This Agreement,  the Parent
Option  Agreement and the Company  Option  Agreement  have been duly and validly
executed  and  delivered  by  each  of  Parent  and Sub  and,  assuming  the due
authorization,  execution  and  delivery by the other party  hereto and thereto,
this  Agreement,  the Parent Option  Agreement and the Company Option  Agreement
constitute valid and binding  agreements of each of Parent and Sub,  enforceable
against Parent and Sub in accordance with their respective terms, except insofar
as  enforceability  may  be  limited  by  applicable   bankruptcy,   insolvency,
reorganization,   moratorium  or  similar  laws  affecting   creditors'   rights
generally, or principles governing the availability of equitable remedies.      

  Section 4.5 Consents  and  Approvals;  No  Violations.  Except for  applicable
requirements of the  Hart-Scott-Rodino  Antitrust  Improvements Act of 1976 (the
"HSR Act"), the Securities Act of 1933, as amended (the  "Securities  Act"), the
Securities  Exchange Act of 1934, as amended (the "Exchange Act"), the rules and
regulations  of NASDAQ,  state  securities or blue sky laws,  and the filing and
recordation  of a Certificate  of Merger as required by the GCL, no filing with,
and no permit,  authorization,  consent  or  approval  of,  any  public  body or
authority  is  necessary  for  the   consummation  by  Parent  and  Sub  of  the
transactions contemplated by this Agreement, the Parent Option Agreement and the
Company  Option  Agreement.  Except as set forth on  Schedule  4.5,  neither the
execution and delivery of this  Agreement,  the Parent  Option  Agreement or the
Company Option  Agreement by Parent or Sub nor the consummation by Parent or Sub
of the transactions  contemplated hereby or thereby, nor compliance by Parent or
Sub with any of the  provisions  hereof or  thereof  will (a)  conflict  with or
result in any breach of any provisions of the  Certificate of  Incorporation  or
By-Laws  of  Parent  or of Sub,  (b)  result in a  violation  or  breach  of, or
constitute  (with or without  due notice or lapse of time or both) a default (or
give rise to any right of termination,  cancellation or acceleration) under, any
of the terms,  conditions or provisions of any note, bond, mortgage,  indenture,
license,  contract,  agreement or other instrument or obligation to which Parent
or any of its  subsidiaries  is a party or by which  any of them or any of their
properties or assets                                                            

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may be bound or (c) violate any order, writ, injunction,  decree,  statute, rule
or regulation  applicable  to Parent,  any of its  subsidiaries  or any of their
properties or assets,  except in the case of clauses (b) and (c) for violations,
breaches or defaults  which would not  individually  or in the aggregate  have a
Parent Material Adverse Effect.                                                 

  Section  4.6 Reports and  Financial  Statements.  Parent has filed all reports
required to be filed with the  Securities  and Exchange  Commission  (the "SEC")
pursuant to the Exchange Act since March 31, 1996 (such  reports  together  with
all registration  statements,  prospectuses and information  statements filed by
the Company since March 31, 1996 being hereinafter  collectively  referred to as
the "Parent SEC Reports"),  and has  previously  furnished the Company with true
and  complete  copies of all such  Parent SEC  Reports.  None of such Parent SEC
Reports,  as of their  respective  dates,  contained  any untrue  statement of a
material fact or omitted to state a material fact required to be stated  therein
or necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading.  As of their  respective  dates,  all such
Parent  SEC  Reports  complied  as to form in all  material  respects  with  the
applicable  requirements  of the  Securities  Act.  Each of the  balance  sheets
(including the related notes) included in the Parent SEC Reports fairly presents
the  consolidated  financial  position of Parent and its  subsidiaries as of the
respective  dates  thereof,  and the other  related  statements  (including  the
related notes) included therein fairly present the results of operations and the
changes in financial  position of Parent and its subsidiaries for the respective
periods  or as of  the  respective  dates  set  forth  therein  (subject,  where
appropriate,  to normal year-end adjustments),  all in conformity with generally
accepted accounting principles  consistently applied during the periods involved
except as otherwise noted therein.                                              

  Section 4.7 Absence of Certain  Changes or Events.  Except as set forth in the
Parent SEC  Reports,  since  December 31,  1997,  neither  Parent nor any of the
Parent  Subsidiaries  has:  (a)  suffered  any change  which had or would have a
Parent Material  Adverse Effect or (b) subsequent to the date hereof,  except as
permitted by Section 6.2 hereof,  conducted  its business and  operations  other
than in the ordinary course of business and consistent with past practices.     

  Section 4.8  Litigation.  Except for  litigation  disclosed  in the Parent SEC
Reports and except as set forth on  Schedule  4.8,  there is no suit,  action or
proceeding  pending  or, to the  knowledge  of  Parent,  threatened  against  or
affecting Parent or any of its subsidiaries, the outcome of which, is reasonably
likely to have a Parent  Material  Adverse  Effect;  nor is there any  judgment,
decree,  injunction,  rule  or  order  of any  court,  governmental  department,
commission,  agency, instrumentality or arbitrator outstanding against Parent or
any of the Parent  Subsidiaries  having,  or which has or would  have,  a Parent
Material Adverse Effect.                                                        

  Section 4.9 Patents,  Trademarks, Etc. Except as set forth on Schedule 4.9, to
the  knowledge  of Parent,  Parent and the  Parent  Subsidiaries  own or possess
adequate  licenses or other valid  rights to use all  material  patents,  patent
rights,   trademarks,   trademark  rights,   trade  names,  trade  name  rights,
copyrights,  service marks, licenses, trade secrets, applications for trademarks
and for service marks, computer software,  software programs, know-how and other
proprietary rights and information  (collectively,"Proprietary  Rights") used or
held  for  use in  connection  with  the  business  of  Parent  and  the  Parent
Subsidiaries as currently conducted or as contemplated to be conducted, free and
clear of any liens, claims or encumbrances.  Except as set forth on Schedule 4.9
hereto,  to the  knowledge of Parent,  the conduct of the business of Parent and
the Parent Subsidiaries as currently conducted does not conflict in any way with
any  Proprietary  Right of any third party.  Except as set forth in Schedule 4.9
hereto,  to the  knowledge  of Parent there are no  infringements  of any of the
Proprietary  Rights  owned  by or  licensed  to  Parent  or any  of  the  Parent
Subsidiaries.                                                                   

  Section 4.10 Information in Disclosure  Documents and Registration  Statement.
None of the information to be supplied by Parent or Sub for inclusion in (a) the
Registration  Statement to be filed with the SEC by Parent on Form S-4 under the
Securities Act for the purpose of registering  the Parent Shares to be issued in
the Merger (the  "Registration  Statement") and (b) the joint proxy statement to
be  distributed  in connection  with the Parent's and the  Company's  meeting of
stockholders  to vote upon this  Agreement (the "Proxy  Statement")  will in the
case of the Registration  Statement, at the time it becomes effective and at the
Effective Time, or, in the case of the Proxy Statement or any amendments thereof
or supplements thereto, at the time of                                          

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the mailing of the Proxy  Statement and any amendments or  supplements  thereto,
and at the time of the meeting of stockholders to be held in connection with the
Merger,  contain any untrue  statement  of a material  fact or omit to state any
material  fact  required to be stated  therein or necessary in order to make the
statements therein, in light of the circumstances under which they are made, not
misleading.  The  Registration  Statement will comply as to form in all material
respects  with  the  provisions  of  the  Securities  Act,  and  the  rules  and
regulations promulgated thereunder.                                             

Section 4.11 Absence of Undisclosed Liabilities.                            

  Other than  obligations  incurred in the ordinary course of business,  neither
Parent nor any of the Parent  Subsidiaries has any liabilities or obligations of
any nature,  whether or not accrued,  contingent or  otherwise,  and there is no
existing condition,  situation or set of circumstances which would reasonably be
expected to result in such a liability or obligation  which would be required to
be disclosed on a consolidated  balance sheet under GAAP, except (a) liabilities
or  obligations  reflected  in the Parent SEC  Reports  and (b)  liabilities  or
obligations  which would not,  individually  or in the aggregate,  have a Parent
Material Adverse Effect.                                                        

  Section 4.12 No Default.  Neither Parent nor any of the Parent Subsidiaries is
in default or  violation  (and no event has  occurred  which with  notice or the
lapse of time or both  would  constitute  a default or  violation)  of any term,
condition or provision of (a) its Certificate of Incorporation  or By-Laws,  (b)
any note,  bond,  mortgage,  indenture,  license,  agreement,  contract,  lease,
commitment or other obligation to which Parent or any of the Parent Subsidiaries
is a party or by which they or any of their  properties  or assets may be bound,
or (c)  any  order,  writ,  injunction,  decree,  statute,  rule  or  regulation
applicable  to Parent or any of the Parent  Subsidiaries,  except in the case of
clauses  (b) and (c) above for  defaults  or  violations  which would not have a
Parent Material Adverse Effect.                                                 

Section 4.13 Title to Properties; Encumbrances.                             

  Except as described in the following  sentence,  each of Parent and the Parent
Subsidiaries  has good and valid and marketable  title to, or a valid  leasehold
interest  in,  all of its  properties  and  assets  (real,  personal  and mixed,
tangible and  intangible)  material to the  operation  of Parent's  business and
operations,  including,  without  limitation,  all such  properties  and  assets
reflected  in  the   consolidated   balance  sheet  of  Parent  and  the  Parent
Subsidiaries  as of December 31, 1997 included in Parent's  Quarterly  Report on
Form l0-Q for the period  ended on such date (except for  properties  and assets
disposed  of in the  ordinary  course  of  business  and  consistent  with  past
practices  since  December  31,  1997).  None of such  properties  or assets are
subject to any liability,  obligation,  claim, lien, mortgage,  pledge, security
interest, conditional sale agreement, charge or encumbrance of any kind (whether
absolute,  accrued,  contingent  or  otherwise),  except (i) as set forth in the
Parent SEC Reports,  and (ii) such  encumbrances  that do not individually or in
the aggregate have a Parent Material Adverse Effect.                            

  Section 4.14  Compliance  with  Applicable  Law. Each of Parent and the Parent
Subsidiaries  is in compliance  with all applicable  laws (whether  statutory or
otherwise), rules, regulations,  orders, ordinances, judgments or decrees of all
governmental   authorities   (federal,   state,  local,  foreign  or  otherwise)
(collectively  "Laws") except where the failure to be in such  compliance  would
not, individually or in the aggregate, have a Parent Material Adverse Effect.   

  Section  4.15 Labor  Matters.  Except as set forth in  Schedule  4.15  hereto,
neither  Parent nor any of the Parent  Subsidiaries  is a party to, or bound by,
any   collective   bargaining   agreement,   contract  or  other   agreement  or
understanding with a labor union or labor organization. There is no unfair labor
practice or labor arbitration proceeding pending or, to the knowledge of Parent,
threatened against Parent or the Parent Subsidiaries relating to their business,
except for any such  preceding  which would not have a Parent  Material  Adverse
Effect.  To the knowledge of Parent,  there are no  organizational  efforts with
respect to the formation of a collective bargaining unit presently being made or
threatened involving employees of Parent or any of the Parent Subsidiaries.     

Section 4.16 Employee Benefit Plans; ERISA. (a) Schedule 4.16 hereto        
contains a true and complete list of each bonus, deferred compensation,         
incentive compensation, stock purchase, stock option, severance or              

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termination  pay,  hospitalization  or other medical,  life or other  insurance,
supplemental unemployment benefits, profit-sharing, pension, or retirement plan,
program,  agreement  or  arrangement,  and each  other  employee  benefit  plan,
program,   agreement  or  arrangement  (the  "Parent   Plans"),   maintained  or
contributed to or required to be  contributed to by (i) Parent,  (ii) any Parent
Subsidiary  or (iii) any trade or  business,  whether  or not  incorporated  (an
"ERISA  Affiliate"),  that  together  with  Parent  would be  deemed  a  "single
employer" within the meaning of Section 4001 of the Employee  Retirement  Income
Security  Act of 1974,  as amended,  and the rules and  regulations  promulgated
thereunder  ("ERISA"),  for the benefit of any  employee  or former  employee of
Parent,  any Parent  Subsidiary  or any ERISA  Affiliate.  Schedule  4.16 hereto
identifies each of the Parent Plans that is an "employee  benefit plan," as that
term is defined in Section 3(3) of ERISA (such plans being hereinafter  referred
to collectively as the "Parent ERISA Plans").                                   

  (b) With  respect to each of the Parent  Plans,  Parent  has  heretofore  made
available  to the  Company  true and  complete  copies of each of the  following
documents:                                                                      

(i) a copy of the Parent Plan (including all amendments thereto);       

    (ii) a copy of the annual report and  actuarial  report,  if required  under
ERISA, with respect to each such Parent Plan for the last two years;        

    (iii) a copy of the most recent Summary Plan Description, together with each
  Summary of Material  Modifications,  required under ERISA with respect to such
Parent Plan;                                                                

    (iv) if the Parent Plan is funded through a trust or any third party funding
  vehicle,  a copy of the  trust  or  other  funding  agreement  (including  all
amendments thereto) and the latest financial statements thereof; and        

    (v) the most recent  determination letter received from the Internal Revenue
  Service with respect to each Parent Plan intended to qualify under Section 401
of the Code.                                                                

  (c) No  liability  under Title IV of ERISA has been  incurred  by Parent,  any
Parent  Subsidiary or any ERISA Affiliate since the effective date of ERISA that
has not been satisfied in full, and no condition exists that presents a material
risk to Parent,  any Parent  Subsidiary  or any ERISA  Affiliate  of incurring a
liability  under  such  Title.  To the  extent  this  representation  applies to
Sections  4064,  4069 or 4204 of Title  IV of  ERISA,  it is made not only  with
respect to the ERISA Plans but also with respect to any employee  benefit  plan,
program,  agreement or arrangement subject to Title IV of ERISA to which Parent,
a Parent  Subsidiary  or an  ERISA  Affiliate  made,  or was  required  to make,
contributions during the five-year period ending on the Effective Time.         

  (d) With  respect  to each  Parent  ERISA Plan which is subject to Title IV of
ERISA,  the present value of accrued  benefits  under such plan,  based upon the
actuarial  assumptions  used for funding  purposes in the most recent  actuarial
report prepared by such plan's actuary with respect to such plan did not exceed,
as of its latest  valuation  date,  the then current value of the assets of such
plan allocable to such accrued benefits.                                        

  (e) No Parent ERISA Plan or any trust established  thereunder has incurred any
"accumulated funding deficiency" (as defined in Section 302 of ERISA and Section
412 of the Code),  whether or not waived,  as of the last day of the most recent
fiscal year of each Parent ERISA Plan ended prior to the Effective Time; and all
contributions  required to be made with respect thereto (whether pursuant to the
term of any Parent ERISA Plan or otherwise)  on or prior to the  Effective  Time
have been timely made.                                                          

  (f) No Parent  ERISA  Plan is a  "multiemployer  pension  plan," as defined in
Section 3(37) of ERISA, nor is any Parent ERISA Plan a plan described in Section
4063(a) of ERISA.                                                               

  (g) Each Parent ERISA Plan  intended to be  "qualified"  within the meaning of
Section 401(a) of the Code is so qualified and the trusts maintained  thereunder
are exempt from taxation under Section 501(a) of the Code.                      

  (h)  Each of the  Parent  Plans  has been  operated  and  administered  in all
material respects in accordance with applicable laws, including, but not limited
to, ERISA and the Code.                                                         

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  (i) No amounts  payable under the Parent Plans will fail to be deductible  for
federal income tax purposes by virtue of Section 280G of the Code.              

  (j) No Parent Plan provides  benefits,  including without  limitation death or
medical  benefits  (whether or not  insured),  with respect to current or former
employees of Parent,  any Parent  Subsidiary or any ERISA Affiliate beyond their
retirement or other termination of service,  other than (i) coverage mandated by
applicable  law, (ii) death benefits or retirement  benefits under any "employee
pension plan", as that term is defined in Section 3(2) of ERISA,  (iii) deferred
compensation  benefits accrued as liabilities on the books of Parent, any Parent
Subsidiary  or any ERISA  Affiliate  or (iv)  benefits the full cost of which is
borne by the current or former employee (or his beneficiary).                   

  (k) The consummation of the  transactions  contemplated by this Agreement will
not:                                                                            

    (i) entitle any current or former employee or officer of Parent,  any Parent
  Subsidiary or any ERISA Affiliate to severance pay, unemployment  compensation
or any other payment, except as expressly provided in this Agreement,       

    (ii)  accelerate  the time of payment or vesting,  or increase the amount of
compensation due any such employee or officer, or                           

    (iii) result in any prohibited transaction described in Section 406 of ERISA
or Section 4975 of the Code for which an exemption is not available.        

  (l) With  respect  to each  Parent  Plan  that is funded  wholly or  partially
through an insurance policy,  there will be no material liability of Parent, any
Parent  Subsidiary or any ERISA  Affiliate,  as of the Effective Time, under any
such  insurance  policy or ancillary  agreement  with respect to such  insurance
policy in the nature of a retroactive rate adjustment,  loss sharing arrangement
or other actual or  contingent  liability  arising  wholly or  partially  out of
events occurring prior to the closing.                                          

  (m) There are no pending,  threatened or anticipated claims by or on behalf of
any of the Parent Plans,  by any employee or beneficiary  covered under any such
Parent  Plan,  or otherwise  involving  any such Parent Plan (other than routine
claims for benefits).                                                           

  (n) Neither Parent,  any Parent Subsidiary or any ERISA Affiliate,  nor any of
the Parent ERISA Plans,  nor any trust  created  thereunder,  nor any trustee or
administrator  thereof has engaged in a  transaction  in  connection  with which
Parent,  any Parent  Subsidiary or any ERISA Affiliate,  any of the Parent ERISA
Plans,  any such trust, or any trustee or  administrator  thereof,  or any party
dealing with the Parent ERISA Plans or any such trust could be subject to either
a material  civil  liability  under  Section  409 of ERISA or Section  502(i) of
ERISA, or a material tax imposed pursuant to Section 4975 or 4976 of the Code.  

  Section  4.17 Vote  Required.  Approval of the Merger by the  stockholders  of
Parent will require the approval of a majority of the total votes cast in person
or by proxy at the  stockholders'  meeting  referred to in Section 7.4. No other
vote of the stockholders of Parent, or of the holders of any other securities of
Parent  (equity  or  otherwise),   is  required  by  law,  the   Certificate  of
Incorporation  or  By-laws  of  Parent  or  otherwise  in order  for  Parent  to
consummate  the  Merger,  the  Parent  Option  Agreement  and  the  transactions
contemplated hereby and thereby.                                                

  Section 4.18 Opinion of  Financial  Advisor.  The Board of Directors of Parent
(at a  meeting  duly  called  and  held)  has  unanimously  determined  that the
transactions  contemplated  hereby are fair to and in the best  interests of the
holders of the Parent Shares.  Parent has received the opinion of Stephens Inc.,
Parent's financial advisor,  substantially to the effect that the Exchange Ratio
is fair to Parent from a financial point of view.                               

  Section 4.19 Ownership of Company Common Stock. Except as contemplated by this
Agreement,  the Proxies and the Company Option Agreement, as of the date hereof,
neither Parent nor, to its knowledge without independent  investigation,  any of
its  affiliates,  (i)  beneficially  owns (as  defined in Rule  13d-3  under the
Exchange  Act),  directly  or  indirectly,  or (ii) is party  to any  agreement,
arrangement or understanding  for the purpose of acquiring,  holding,  voting or
disposing of, in each case, shares of capital stock of the Company.             

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  Section 4.20 Pooling.  Neither Parent nor any Parent  Subsidiary has knowledge
of any fact or information which causes,  or should reasonably cause,  Parent or
Subsidiary to believe that the transactions contemplated by this Agreement could
not  be  accounted  for  as a  pooling  of  interests  under  Opinion  16 of the
Accounting Principles Board and applicable SEC rules and regulations.           

  Section  4.21 Taxes.  (a) All  federal,  state,  local and foreign Tax Returns
required to be filed by or on behalf of Parent, each of the Parent Subsidiaries,
and each affiliated,  combined, consolidated or unitary group of which Parent or
any of its  Subsidiaries  (i) is a member (a "Current Parent Group") or (ii) has
been a member  within six years prior to the date hereof but is not  currently a
member,  but only  insofar  as any such Tax Return  relates to a taxable  period
ending on a date within the last six years (a "Past Parent Group," together with
Current Parent Groups, a "Parent  Affiliated Group") have been timely filed, and
all such Tax Returns are complete and accurate  except to the extent any failure
to file or any  inaccuracies in filed returns would not,  individually or in the
aggregate,  have a Parent Material  Adverse Effect (it being understood that the
representations  made in this  Section,  to the extent  that they relate to Past
Parent Groups, are made to the knowledge of Parent).  All Taxes due and owing by
Parent,  any Parent  Subsidiary or any Parent  Affiliated Group have been timely
paid,  or adequately  reserved  for,  except to the extent any failure to pay or
reserve would not,  individually  or in the  aggregate,  have a Parent  Material
Adverse Effect.  There is no audit examination,  deficiency,  refund litigation,
proposed  adjustment or matter in controversy  with respect to any Taxes due and
owing by Parent,  any Parent  Subsidiary  or any  Affiliated  Group which would,
individually  or in the aggregate,  have a Parent Material  Adverse Effect.  All
assessments  for Taxes due and owing by  Parent,  any Parent  Subsidiary  or any
Parent  Affiliated  Group with respect to completed and settled  examinations or
concluded litigation have been paid. Prior to the date of this Agreement, Parent
has  provided the Company  with  written  schedules of (i) the taxable  years of
Parent for which the statutes of limitations with respect to U.S. federal income
Taxes have not expired,  and (ii) with respect to U.S. federal income Taxes, for
all taxable  years for which the  statute of  limitations  has not yet  expired,
those years for which  examinations  have been completed,  those years for which
examinations  are  presently  being   conducted,   and  those  years  for  which
examinations  have  not yet  been  initiated.  Parent  and  each  of the  Parent
Subsidiaries  have  complied  in  all  material  respects  with  all  rules  and
regulations  relating  to the payment and  withholding  of Taxes,  except to the
extent any such failure to comply would not,  individually  or in the aggregate,
have a Parent Material Adverse Effect.                                          

  (b) Neither Parent nor any of the Parent Subsidiaries is a party to, bound by,
or has any obligation under any Tax sharing,  allocation,  indemnity, or similar
contract or arrangement.                                                        

  (c) Neither Parent nor any of the Parent Subsidiaries knows of any fact or has
taken any action  that could  reasonably  be expected to prevent the Merger from
qualifying as a reorganization with the meaning of Section 368(a) of the Code.  

  (d)  Schedule  4.21 sets forth (i) the  taxable  years of Parent for which the
statute of  limitations  with  respect to Material  State  income Taxes have not
expired,  and (ii) with respect to Material State income Taxes,  for all taxable
years for which the  statute of  limitations  has not  expired,  those years for
which  examinations have been completed,  those years for which examinations are
presently being conducted,  and those years for which  examinations have not yet
been initiated.                                                                 

  (e) For  purposes of this  Agreement:  (i) "Taxes"  means any and all federal,
state, local, foreign,  provincial,  territorial or other taxes, imposts, rates,
levies,  assessments  and other charges of any kind  whatsoever  whether imposed
directly or through withholding (together with any and all interest,  penalties,
additions  to tax and  additional  amounts  applicable  with  respect  thereto),
including,  without limitation,  income,  franchise,  windfall or other profits,
gross receipts, property, sales, use, capital stock, payroll, employment, social
security, workers' compensation,  unemployment compensation,  net worth, excise,
withholding,  ad valorem and value added taxes,  and (ii) "Tax Return" means any
declaration,  return, report, schedule, certificate,  statement or other similar
document (including relating or supporting information) required to be filed or,
where none is required to be filed with a taxing  authority,  the  statement  or
other document issued by a taxing authority in connection with                  

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any Tax,  including,  without  limitation,  any  information  return,  claim for
refund,  amended  return or  declaration  of estimated Tax. For purposes of this
Section 4.21 "Material  State" means any state for which the average  allocation
percentage  of Parent  and the  Parent  Subsidiaries  for the past  three  years
exceeds ten percent (10%).                                                      

  Section 4.22 Contracts.  Except as set forth on Schedule 4.22 hereto,  neither
Parent nor any of the Parent  Subsidiaries  is party to any  agreement  (whether
written or oral) that (a) involves  performance of services or delivery of goods
or materials of an amount or value in excess of $3 million per year; or (b) is a
software  licensing  agreement  involving  an  amount  or  value  in  excess  of
$2,000,000 (the "Parent  Contracts").  Each Parent Contract is valid and binding
on Parent  and is in full  force and  effect,  and Parent and each of the Parent
Subsidiaries have in all material respects performed all obligations required to
be  performed  by them to date under each  Parent  Contract,  except  where such
noncompliance,  individually  or in the  aggregate,  would  not  have  a  Parent
Material Adverse Effect. Neither Parent nor any of the Parent Subsidiaries knows
of, or has  received  notice  of,  any  violation  or  default  under any Parent
Contract  except for such  violations  or defaults as would not in the aggregate
have a Parent Material Adverse Effect.                                          

ARTICLE V 

REPRESENTATIONS AND WARRANTIES OF THE COMPANY 

The Company represents and warrants to Parent and Sub as follows:           

  Section 5.1 Organization. The Company is a corporation duly organized, validly
existing  and in good  standing  under the laws of the State of Delaware and has
the  corporate  power to carry on its  business as it is now being  conducted or
presently  proposed to be conducted.  The Company is duly qualified as a foreign
corporation to do business,  and is in good standing, in each jurisdiction where
the character of its  properties  owned or held under lease or the nature of its
activities  makes such  qualification  necessary,  except such failures to be so
qualified which would not in the aggregate have a material adverse effect on the
business, assets, liabilities,  condition (financial or otherwise) or results of
operations  of the  Company  and its  subsidiaries  taken as a whole (a "Company
Material Adverse Effect").                                                      

  Section  5.2  Capitalization.  The  authorized  capital  stock of the  Company
consists  of  50,000,000  shares of Common  Stock,  par value $.01 per share and
2,000,000 shares of Preferred Stock, no par value ("Company  Preferred  Stock"),
of which 300,000 shares have been designated as Series A Participating Preferred
Stock.  As of the date hereof,  26,073,654  shares of Company  Common Stock were
issued and outstanding and no shares of Company  Preferred Stock were issued and
outstanding.  All of the issued and outstanding Shares are validly issued, fully
paid  and  nonassessable  and  free of  preemptive  rights.  Except  for (i) the
7,228,153  shares of Company  Common Stock issuable upon the conversion of the 5
1/4% Convertible Subordinated Notes due 2003, (ii) options to receive or acquire
4,643,503  shares of Company Common Stock granted (or to be granted  pursuant to
Section 6.1(c))  pursuant to employee  incentive or benefit plans,  programs and
arrangements of the Company ("Employee Stock Options"), which options are listed
by optionee, price per share, date of grant and number of shares covered thereby
on Schedule 5.2 hereto,  (iii)  warrants to purchase  180,000  shares of Company
Common  Stock and (iv) the rights (the  "Company  Rights") to acquire  shares of
Series A Participating  Preferred Stock pursuant to the Rights Agreement between
the Company and Harris Trust and Savings Bank dated March 1, 1996 (the  "Company
Rights  Agreement"),  and as otherwise  provided for in this  Agreement  and the
Company  Option  Agreement,  there are not now, and at the Effective  Time there
will not be, any shares of capital stock of the Company issued or outstanding or
any options, warrants,  subscriptions,  calls, rights, convertible securities or
other  agreements or commitments  obligating  the Company to issue,  transfer or
sell any shares of its capital stock. Except as provided in this Agreement or in
the  Schedules  hereto,  after the  Effective  Time,  the  Company  will have no
obligation to issue,  transfer or sell any shares of its capital stock  pursuant
to any employee benefit plan or otherwise.                                      

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  Section  5.3  Subsidiaries.  Schedule  5.3 hereto  sets  forth each  direct or
indirect  interest owned by the Company in any other  corporation,  partnership,
joint venture or other business association or entity,  foreign or domestic,  of
which the Company or any of its other Subsidiaries owns, directly or indirectly,
greater  than  fifty  percent of the  shares of  capital  stock or other  equity
interests (including partnership interests) entitled to cast at least a majority
of the votes that may be cast by all shares or equity  interests having ordinary
voting  power for the  election of  directors  or other  governing  body of such
entity  (each such entity is  hereinafter  referred to as a  Subsidiary  and are
hereinafter  collectively referred to as the "Subsidiaries".) Each Subsidiary is
a corporation  duly organized,  validly  existing and in good standing under the
laws of its jurisdiction of incorporation.  Each Subsidiary is duly qualified as
a  foreign  corporation  to do  business,  and  is in  good  standing,  in  each
jurisdiction  where the character of its properties owned or held under lease or
the nature of its activities makes such qualification necessary except where the
failure to be so qualified will not have a Company Material Adverse Effect. Each
Subsidiary  has the corporate  power to carry on its business as it is now being
conducted or presently  proposed to be conducted.  All of the outstanding shares
of  capital  stock  of the  Subsidiaries  are  validly  issued,  fully  paid and
nonassessable  and are owned by the Company or by a Subsidiary free and clear of
any  liens,  claims,  charges  or  encumbrances.  There are not now,  and at the
Effective  Time  there  will  not  be,  any   outstanding   options,   warrants,
subscriptions,  calls,  rights,  convertible  securities or other  agreements or
commitments  obligating the Company or any Subsidiary to issue, transfer or sell
any securities of any  Subsidiary.  There are not now, and at the Effective Time
there will not be, any voting trusts or other  agreements or  understandings  to
which the Company or any of the Subsidiaries is a party or is bound with respect
to the voting of the capital stock of the Company or any of the Subsidiaries.   

  Section  5.4  Authority  Relative  to  this  Agreement.  The  Company  has the
corporate  power to enter into this Agreement,  the Parent Option  Agreement and
the  Company  Option  Agreement,  to carry  out its  obligations  hereunder  and
thereunder  and to  consummate  the Merger.  The  execution and delivery of this
Agreement,  the Parent Option  Agreement and the Company Option Agreement by the
Company, the consummation by the Company of the transactions contemplated hereby
and thereby and the  consummation of the Merger have been duly authorized by the
Company's Board of Directors and, except for the approval of its stockholders to
be sought at the stockholders meeting contemplated by Section 7.4 hereof and the
filing of the  Certificate of Merger as required by the GCL, no other  corporate
proceedings  on  the  part  of the  Company  are  necessary  to  authorize  this
Agreement,  the Parent Option  Agreement and the Company Option  Agreement,  the
transactions  contemplated hereby and thereby or the consummation of the Merger.
This  Agreement,  the Parent Option  Agreement and the Company Option  Agreement
have been duly and validly  executed and delivered by the Company and,  assuming
due  authorization,  execution  and delivery by the other parties  hereto,  this
Agreement,  the  Parent  Option  Agreement  and  the  Company  Option  Agreement
constitute valid and binding agreements of the Company,  enforceable against the
Company in accordance with their terms,  except insofar as enforceability may be
limited by  applicable  bankruptcy,  insolvency,  reorganization,  moratorium or
similar laws affecting creditors' rights generally,  or principles governing the
availability of equitable remedies.                                             

  Section 5.5 Consents  and  Approvals;  No  Violations.  Except for  applicable
requirements  of the HSR Act,  the  Securities  Act,  the  Exchange  Act,  state
securities or blue sky laws, the rules and  regulations of NASDAQ and the filing
and  recordation  of a  Certificate  of Merger as required by the GCL, no filing
with, and no permit,  authorization,  consent or approval of, any public body or
authority is necessary for the  consummation by the Company of the  transactions
contemplated  by this  Agreement,  the Parent  Option  Agreement and the Company
Option  Agreement.  Neither the  execution and delivery of this  Agreement,  the
Parent Option Agreement or the Company Option Agreement by the Company,  nor the
consummation by the Company of the transactions  contemplated hereby or thereby,
nor compliance by the Company with any of the provisions hereof or thereof, will
(a) conflict with or result in any breach of any  provisions of the  Certificate
of  Incorporation  or By-Laws of the  Company  or any of the  Subsidiaries,  (b)
except as set forth on Schedule  5.5(b),  result in a violation or breach of, or
constitute  (with or without  due notice or lapse of time or both) a default (or
give rise to any right of termination,  cancellation or acceleration) under, any
of the terms,  conditions or provisions of any note, bond, mortgage,  indenture,
license,  contract,  agreement or other  instrument  or  obligation to which the
Company or any of the  Subsidiaries is a party or by which any of them or any of
their properties or assets may                                                  

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be bound or (c) violate any order, writ,  injunction,  decree,  statute, rule or
regulation  applicable to the Company,  any of the  Subsidiaries or any of their
properties or assets,  except in the case of clauses (b) and (c) for violations,
breaches or defaults  which would not  individually  or in the aggregate  have a
Company Material Adverse Effect.                                                

  Section  5.6  Reports  and  Financial  Statements.  The  Company has filed all
reports  required to be filed with the SEC  pursuant to the  Exchange  Act since
March  26,  1996  (such  reports,  together  with all  registration  statements,
prospectuses  and  information  statements  filed by the Company since March 26,
1996, being hereinafter  collectively referred to as the "Company SEC Reports"),
and has previously  furnished  Parent with true and complete  copies of all such
Company SEC Reports.  None of such Company SEC Reports,  as of their  respective
dates,  contained any untrue  statement of a material fact or omitted to state a
material fact required to be stated  therein or necessary to make the statements
therein,  in  light  of the  circumstances  under  which  they  were  made,  not
misleading.  As of their respective dates, all such Company SEC Reports complied
as to form in all material  respects  with the  applicable  requirements  of the
Securities  Act.  Each of the  balance  sheets  (including  the  related  notes)
included in the Company SEC Reports fairly presents the  consolidated  financial
position of the Company and the Subsidiaries as of the respective dates thereof,
and the other related statements  (including the related notes) included therein
fairly present the results of operations  and the changes in financial  position
of the  Company and the  Subsidiaries  for the  respective  periods or as of the
respective  dates set  forth  therein  (subject,  where  appropriate,  to normal
year-end  adjustments),  all in conformity  with generally  accepted  accounting
principles consistently applied during the periods involved, except as otherwise
noted therein.                                                                  

  Section  5.7  Absence  of Certain  Changes  or Events.  Except as set forth in
Schedule 5.7 hereto or in the Company SEC  Reports,  since  September  30, 1997,
neither the Company nor any of the  Subsidiaries  has:  (a)  suffered any change
which had or would have a Company  Material  Adverse Effect or (b) subsequent to
the date  hereof,  except as  permitted  by Section  6.1 hereof,  conducted  its
business  and  operations  other than in the  ordinary  course of  business  and
consistent with past practices.                                                 

  Section 5.8  Litigation.  Except for  litigation  disclosed in the Company SEC
Reports there is no suit,  action or proceeding  pending or, to the knowledge of
the  Company,  threatened  against  or  affecting  the  Company  or  any  of its
Subsidiaries  the  outcome  of  which is  reasonably  likely  to have a  Company
Material Adverse Effect; nor is there any judgment, decree, injunction,  rule or
order of any court, governmental department, commission, agency, instrumentality
or arbitrator outstanding against the Company or any of its Subsidiaries,  which
has or would have a Company Material Adverse Effect.                            

  Section 5.9 Patents,  Trademarks, Etc. Except as set forth in Schedule 5.9, to
the knowledge of the Company,  the Company and its  Subsidiaries  own or possess
adequate  licenses or other valid rights to use all  Proprietary  Rights used or
held for use in connection with the business of the Company and its Subsidiaries
as currently conducted or as contemplated to be conducted, free and clear of any
liens,  claims or  encumbrances.  Except as set forth in  Schedule  5.9,  to the
knowledge  of the  Company,  the conduct of the  business of the Company and its
Subsidiaries  as  currently  conducted  does  not  conflict  in any way with any
Proprietary  Right of any third party. To the knowledge of the Company there are
no  infringements  of any of the Proprietary  Rights owned by or licensed to the
Company or any of its Subsidiaries.                                             

  Section 5.10 Information in Disclosure  Documents and Registration  Statement.
None of the information to be supplied by the Company for inclusion in the Proxy
Statement  or the  Registration  Statement,  other  than the  information  to be
supplied by Parent or Sub, will, in the case of the Registration  Statement,  at
the time it becomes  effective and at the Effective Time, or, in the case of the
Proxy Statement or any amendments thereof or supplements thereto, at the time of
the mailing of the Proxy  Statement and any amendments or  supplements  thereto,
and at the time of the  meeting  of  stockholders  of the  Company to be held in
connection with the Merger,  contain any untrue  statement of a material fact or
omit to state any material  fact  required to be stated  therein or necessary in
order to make the statements  therein, in light of the circumstances under which
they are made, not misleading. The Proxy Statement will comply as to form in all
material  respects  with the  provisions  of the Exchange Act, and the rules and
regulations promulgated thereunder.                                             

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  Section  5.11  Absence of  Undisclosed  Liabilities.  Other  than  obligations
incurred in the ordinary course of business,  neither the Company nor any of its
Subsidiaries  has any  liabilities or obligations of any nature,  whether or not
accrued, contingent or otherwise, and there is no existing condition,  situation
or set of  circumstances  which would reasonably be expected to result in such a
liability  or  obligation   which  would  be  required  to  be  disclosed  on  a
consolidated  balance sheet under GAAP,  except (a)  liabilities  or obligations
reflected in the Company SEC Reports and (b)  liabilities or  obligations  which
would not,  individually or in the aggregate,  have a Company  Material  Adverse
Effect.                                                                         

  Section 5.12 No Default. Neither the Company nor any of the Subsidiaries is in
default or violation  (and no event has occurred  which with notice or the lapse
of time or both would constitute a default or violation) of any term,  condition
or provision of (a) its Certificate of Incorporation  or By-Laws,  (b) any note,
bond, mortgage,  indenture,  license, agreement,  contract, lease, commitment or
other  obligation to which the Company or any of the  Subsidiaries is a party or
by which  they or any of their  properties  or assets  may be bound,  or (c) any
order, writ, injunction,  decree,  statute, rule or regulation applicable to the
Company or any of the  Subsidiaries,  except in the case of clauses  (b) and (c)
above  for  defaults  or  violations  which  would  not  individually  or in the
aggregate have a Company Material Adverse Effect.                               

  Section  5.13 Taxes.  (a) All  federal,  state,  local and foreign Tax Returns
required to be filed by or on behalf of the Company,  each of its  Subsidiaries,
and each  affiliated,  combined,  consolidated  or  unitary  group of which  the
Company or any of its  Subsidiaries  (i) is a member (a "Current Company Group")
or (ii) has been a member  within six years  prior to the date hereof but is not
currently a member, but only insofar as any such Tax Return relates to a taxable
period  ending  on a date  within  the last six years (a "Past  Company  Group,"
together with Current Company Groups,  a "Company  Affiliated  Group") have been
timely filed,  and all such Tax Returns are complete and accurate  except to the
extent  any  failure to file or any  inaccuracies  in filed  returns  would not,
individually  or in the aggregate,  have a Company  Material  Adverse Effect (it
being understood that the  representations  made in this Section,  to the extent
that they  relate  to Past  Company  Groups,  are made to the  knowledge  of the
Company).  All Taxes due and owing by the Company, any Subsidiary of the Company
or any Company  Affiliated  Group have been timely paid, or adequately  reserved
for, except to the extent any failure to pay or reserve would not,  individually
or in the aggregate,  have a Company Material Adverse Effect.  There is no audit
examination,  deficiency,  refund litigation,  proposed  adjustment or matter in
controversy  with  respect  to any  Taxes  due and  owing  by the  Company,  any
Subsidiary  or  any  Affiliated  Group  which  would,  individually  or  in  the
aggregate, have a Company Material Adverse Effect. All assessments for Taxes due
and owing by the Company,  any Subsidiary or any Company  Affiliated  Group with
respect to completed and settled  examinations or concluded litigation have been
paid.  Schedule  5.13 sets forth (i) the taxable  years of the Company for which
the statutes of limitations  with respect to U.S.  federal income Taxes have not
expired,  and (ii) with respect to U.S.  federal  income Taxes,  for all taxable
years for which the statute of limitations has not yet expired,  those years for
which  examinations have been completed,  those years for which examinations are
presently being conducted,  and those years for which  examinations have not yet
been initiated.  The Company and each of its  Subsidiaries  have complied in all
material  respects  with all rules and  regulations  relating to the payment and
withholding of Taxes, except to the extent any such failure to comply would not,
individually or in the aggregate, have a Company Material Adverse Effect.       

  (b) Neither the Company nor any of its  Subsidiaries  is a party to, bound by,
or has any obligation under any Tax sharing,  allocation,  indemnity, or similar
contract or arrangement.                                                        

  (c) Neither the Company nor any of its  Subsidiaries  knows of any fact or has
taken any action  that could  reasonably  be expected to prevent the Merger from
qualifying as a reorganization within the meaning of Section 368(a) of the Code.

  (d)  Schedule  5.13 sets forth (i) the taxable  years of the Company for which
the statute of limitations  with respect to Material State income Taxes have not
expired,  and (ii) with respect to Material State income Taxes,  for all taxable
years for which the  statute of  limitations  has not  expired,  those years for
which  examinations have been completed,  those years for which examinations are
presently being conducted,  and those years for which  examinations have not yet
been initiated.                                                                 

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  (e) For purposes of this Section  5.13:  "Material  State" means any state for
which the average allocation  percentage of the Company and its Subsidiaries for
the past three years exceeds ten percent (10%).                                 

  Section  5.14 Title to  Properties;  Encumbrances.  Except as described in the
following  sentence,  each of the  Company  and the  Subsidiaries  has  good and
marketable title to, or a valid leasehold interest in, all of its properties and
assets  (real,  personal  and mixed,  tangible  and  intangible  material to the
operations and business of the Company), including, without limitation, all such
properties and assets reflected in the consolidated balance sheet of the Company
and the  Subsidiaries  as of March 31, 1998 included in the Company's  Quarterly
Report on Form 10-Q for the period ended on such date (except for properties and
assets  disposed of in the ordinary  course of business and consistent with past
practices  since March 31, 1998).  None of such properties or assets are subject
to any liability,  obligation, claim, lien, mortgage, pledge, security interest,
conditional sale agreement, charge or encumbrance of any kind (whether absolute,
accrued,  contingent or  otherwise),  except (i) as set forth in the Company SEC
Reports or in  Schedule  5.14  hereto,  and (ii) such  encumbrances  that do not
individually or in the aggregate have a Company Material Adverse Effect.        

  Section  5.15  Compliance  with  Applicable  Law.  Each of the Company and the
Subsidiaries  is in compliance  with all applicable  Laws (whether  statutory or
otherwise),  except  where  the  failure  to be in such  compliance  would  not,
individually or in the aggregate, have a Company Material Adverse Effect.       

  Section 5.16 Labor Matters.  Except as set forth on Schedule 5.16, neither the
Company nor any of the  Subsidiaries  is a party to, or bound by, any collective
bargaining agreement,  contract or other agreement or understanding with a labor
union  or  labor  organization.  There  is no  unfair  labor  practice  or labor
arbitration  proceeding pending or, to the knowledge of the Company,  threatened
against the Company or the Subsidiaries  relating to their business,  except for
any such preceding which would not have a Company  Material  Adverse Effect.  To
the knowledge of the Company,  there are no organizational  efforts with respect
to the  formation  of a  collective  bargaining  unit  presently  being  made or
threatened involving employees of the Company or any of the Subsidiaries.       

  Section 5.17 Employee Benefit Plans;  ERISA. (a) Schedule 5.17 hereto contains
a true  and  complete  list  of each  bonus,  deferred  compensation,  incentive
compensation,  stock  purchase,  stock  option,  severance or  termination  pay,
hospitalization  or  other  medical,  life  or  other  insurance,   supplemental
unemployment  benefits,  profit-sharing,  pension,  or retirement plan, program,
agreement  or  arrangement,  and each  other  employee  benefit  plan,  program,
agreement or arrangement (the "Plans"), maintained or contributed to or required
to be contributed to by (i) the Company,  (ii) any Subsidiary or (iii) any ERISA
Affiliate,  that together  with the Company would be deemed a "single  employer"
within the meaning of Section 4001 of ERISA,  for the benefit of any employee or
former employee of the Company, any Subsidiary or any ERISA Affiliate.  Schedule
5.17(a) hereto  identifies each of the Plans that is an "employee benefit plan,"
as that term is defined in Section  3(3) of ERISA (such plans being  hereinafter
referred to collectively as the "ERISA Plans").                                 

  (b) With respect to each of the Plans, the Company has heretofore delivered or
will  deliver  to  Parent  true and  complete  copies  of each of the  following
documents:                                                                      

(i) a copy of the Plan (including all amendments thereto);              

    (ii) a copy of the annual report and  actuarial  report,  if required  under
ERISA, with respect to each such Plan for the last two years;               

    (iii) a copy of the most recent Summary Plan Description, together with each
  Summary of Material  Modifications,  required under ERISA with respect to such
Plan;                                                                       

    (iv) if the Plan is  funded  through  a trust  or any  third  party  funding
  vehicle,  a copy of the  trust  or  other  funding  agreement  (including  all
amendments thereto) and the latest financial statements thereof; and        

    (v) the most recent  determination letter received from the Internal Revenue
  Service with respect to each Plan intended to qualify under Section 401 of the
Code.                                                                       

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  (c) No liability under Title IV of ERISA has been incurred by the Company, any
Subsidiary or any ERISA Affiliate since the effective date of ERISA that has not
been satisfied in full, and no condition exists that presents a material risk to
the  Company,  any  Subsidiary  or any ERISA  Affiliate of incurring a liability
under such Title.  To the extent this  representation  applies to Sections 4064,
4069 or 4204 of Title IV of ERISA, it is made not only with respect to the ERISA
Plans but also with respect to any employee benefit plan, program,  agreement or
arrangement  subject to Title IV of ERISA to which the Company,  a Subsidiary or
an ERISA  Affiliate  made,  or was  required to make,  contributions  during the
five-year period ending on the Effective Time.                                  

  (d) Except as  disclosed  in Schedule  5.17,  with  respect to each ERISA Plan
which is subject to Title IV of ERISA,  the  present  value of accrued  benefits
under such plan, based upon the actuarial  assumptions used for funding purposes
in the most recent actuarial report prepared by such plan's actuary with respect
to such plan did not exceed,  as of its latest  valuation date, the then current
value of the assets of such plan allocable to such accrued benefits.            

  (e)  Except  as  disclosed  in  Schedule  5.17,  no  ERISA  Plan or any  trust
established  thereunder has incurred any  "accumulated  funding  deficiency" (as
defined in Section  302 of ERISA and  Section  412 of the Code),  whether or not
waived,  as of the last day of the most  recent  fiscal  year of each ERISA Plan
ended prior to the Effective  Time;  and all  contributions  required to be made
with  respect  thereto  (whether  pursuant  to the  term  of any  ERISA  Plan or
otherwise) on or prior to the Effective Time have been timely made.             

  (f) No ERISA  Plan is a  "multiemployer  pension  plan," as defined in Section
3(37) of ERISA,  nor is any ERISA Plan a plan  described  in Section  4063(a) of
ERISA.                                                                          

  (g) Each ERISA Plan intended to be  "qualified"  within the meaning of Section
401(a) of the Code is so  qualified  and the trusts  maintained  thereunder  are
exempt from taxation under Section 501(a) of the Code.                          

  (h) Each of the Plans  has been  operated  and  administered  in all  material
respects in accordance  with  applicable  laws,  including,  but not limited to,
ERISA and the Code.                                                             

  (i) Except as disclosed in Schedule  5.17, no amounts  payable under the Plans
will fail to be deductible  for federal income tax purposes by virtue of Section
280G of the Code.  Schedule 5.17 sets forth the aggregate amount of entitlements
and other amounts that could be (i) received (whether in cash or property or the
vesting  of  property)  under  any  of  the  Plans  as a  result  of  any of the
transactions   contemplated   by  this  Agreement  by  any  person  which  is  a
"disqualified  individual"  (as such term is defined  in Section  280G(c) of the
Code) and (ii)  characterized as an "excess parachute  payment" (as such term is
defined in Section  280G(b)(1) of the Code), plus the amount of any excise taxes
that may be imposed with respect thereto and any additional amounts or gross-ups
that may be paid with respect to such amounts.                                  

  (j) Except as disclosed in Schedule 5.17, no Plan provides benefits, including
without  limitation  death or medical  benefits  (whether or not insured),  with
respect to current or former  employees of the Company,  any  Subsidiary  or any
ERISA Affiliate beyond their retirement or other  termination of service,  other
than (i) coverage  mandated by applicable law, (ii) death benefits or retirement
benefits under any "employee  pension plan",  as that term is defined in Section
3(2) of ERISA,  (iii) deferred  compensation  benefits accrued as liabilities on
the books of the Company, any Subsidiary or any ERISA Affiliate or (iv) benefits
the  full  cost of which is borne by the  current  or  former  employee  (or his
beneficiary).                                                                   

  (k) Except as disclosed on Schedule 5.17, the consummation of the transactions
contemplated by this Agreement will not                                         

    (i) entitle any current or former  employee or officer of the  Company,  any
  Subsidiary or any ERISA Affiliate to severance pay, unemployment  compensation
or any other payment, except as expressly provided in this Agreement,       

    (ii)  accelerate  the time of payment or vesting,  or increase the amount of
compensation due any such employee or officer, or                           

    (iii) result in any prohibited transaction described in Section 406 of ERISA
or Section 4975 of the Code for which an exemption is not available.        

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  (l) With respect to each Plan that is funded  wholly or  partially  through an
insurance policy,  there will be no liability of the Company,  any Subsidiary or
any ERISA  Affiliate,  as of the Effective Time, under any such insurance policy
or ancillary  agreement with respect to such insurance policy in the nature of a
retroactive  rate  adjustment,  loss  sharing  arrangement  or other  actual  or
contingent  liability  arising wholly or partially out of events occurring prior
to the closing.                                                                 

  (m) There are no pending,  threatened or anticipated claims by or on behalf of
any of the Plans, by any employee or beneficiary covered under any such Plan, or
otherwise involving any such Plan (other than routine claims for benefits).     

  (n) Neither the Company, any Subsidiary or any ERISA Affiliate, nor any of the
ERISA Plans, nor any trust created thereunder,  nor any trustee or administrator
thereof has engaged in a transaction in connection  with which the Company,  any
Subsidiary or any ERISA  Affiliate,  any of the ERISA Plans,  any such trust, or
any trustee or administrator  thereof, or any party dealing with the ERISA Plans
or any such trust could be subject to either a material  civil  liability  under
Section  409 of ERISA or  Section  502(i) of ERISA,  or a material  tax  imposed
pursuant to Section 4975 or 4976 of the Code.                                   

  Section 5.18 Contracts.  Except as set forth on Schedule 5.18 hereto,  neither
the  Company  nor any of its  Subsidiaries  is party to any  agreement  (whether
written or oral) that (a) involves  performance of services or delivery of goods
or materials of an amount or value in excess of $1 million per year; or (b) is a
software licensing  agreement involving an amount or value in excess of $500,000
(the  "Company  Contracts").  Each Company  Contract is valid and binding on the
Company  and is in full  force  and  effect,  and the  Company  and  each of its
Subsidiaries have in all material respects performed all obligations required to
be  performed  by them to date under each  Company  Contract,  except where such
noncompliance,  individually  or in the  aggregate,  would  not  have a  Company
Material Adverse Effect.  Neither the Company nor any of its Subsidiaries  knows
of, or has  received  notice of, any  violation  or  default  under any  Company
Contract  except for such  violations  or defaults as would not in the aggregate
have a Company Material Adverse Effect.                                         

  Section 5.19 Vote Required.  Approval of the Merger by the stockholders of the
Company  will require the  affirmative  vote of the holders of a majority of the
outstanding  Shares. No other vote of the stockholders of the Company, or of the
holders  of any other  securities  of the  Company  (equity  or  otherwise),  is
required by law, the certificate of  incorporation  or by-laws of the Company or
otherwise in order for the Company to consummate the Merger and the transactions
contemplated hereby and by the Company Option Agreement.                        

  Section  5.20  Opinion of  Financial  Advisor.  The Board of  Directors of the
Company (at meetings duly called and held) has  unanimously  determined that the
transactions  contemplated  hereby are fair to and in the best  interests of the
Company's  stockholders.  The Company  has  received  the opinion of  Donaldson,
Lufkin & Jenrette  Securities  Corporation,  the  Company's  financial  advisor,
substantially  to the effect that the  Exchange  Ratio is fair to the holders of
the Company Common Stock from a financial point of view.                        

  Section  5.21  Takeover  Statute.  The Board of  Directors  of the Company has
approved  this  Agreement,  the Parent Option  Agreement and the Company  Option
Agreement and the transactions contemplated hereby and thereby and, assuming the
accuracy of Parent's and Sub's  representation and warranty contained in Section
4.19,  such  approval   constitutes   approval  of  the  Merger  and  the  other
transactions contemplated hereby by such Board of Directors under the provisions
of  Section  203 of the GCL such that  Section  203 of the GCL does not apply to
this Agreement and the transactions contemplated hereby.                        

  Section  5.22 The Company  Rights  Agreement.  The Board of  Directors  of the
Company  has  approved  the  amendment  of the  Company  Rights Plan in the form
attached hereto as Exhibit B and as a result  thereof,  none of the execution or
delivery of this Agreement,  the Proxies or the Company Option  Agreement or the
consummation of the transactions  contemplated  hereby or thereby will (a) cause
the  Company  Rights  to  become  exercisable  or to  separate  from  the  stock
certificates  to which  they  are  attached,  (b)  cause  Parent  to  become  an
"Acquiring Person" (as such term is defined in the Company Rights Agreement), or
(c) trigger any other provisions of the Company Rights Agreement.               

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  Section 5.23 Ownership of Parent Common Stock.  Except as contemplated by this
Agreement,  the Parent Option  Agreement  and the Parent Stock Proxy,  as of the
date  hereof,  neither the Company  nor, to its  knowledge  without  independent
investigation,  any of its affiliates, (i) beneficially owns (as defined in Rule
13d-3 under the Exchange Act,  directly or  indirectly,  or (ii) is party to any
agreement,  arrangement or understanding for the purpose of acquiring,  holding,
voting or disposing of, in each case, shares of capital stock of Parent.        

  Section 5.24 Pooling.  Neither the Company nor any Subsidiary has knowledge of
any fact or information which causes, or should reasonably cause, the Company or
any Subsidiary to believe that the  transactions  contemplated by this Agreement
could not be  accounted  for as a pooling of interests  under  Opinion 16 of the
Accounting Principles Board and applicable SEC rules and regulations.           

ARTICLE VI  

CONDUCT OF BUSINESS PENDING THE MERGER  

  Section 6.1 Conduct of  Business by the Company  Pending the Merger.  Prior to
the Effective Time,  unless Parent shall  otherwise agree in writing,  or as set
forth in Schedule 6.1 or may be expressly permitted pursuant to this Agreement: 

    (a) the respective  businesses of the Company and the Subsidiaries  shall be
  conducted  only in the ordinary  and usual  course of business and  consistent
  with past practices,  and there shall be no material changes in the conduct of
the Company's operations;                                                   

    (b) the Company  shall not (i) sell or pledge or agree to sell or pledge any
  stock owned by it in any of the  Subsidiaries;  (ii) amend its  Certificate of
  Incorporation or By-Laws; or (iii) split,  combine or reclassify any shares of
  its  outstanding  capital  stock or declare,  set aside or pay any dividend or
  other distribution payable in cash, stock or property,  or redeem or otherwise
  acquire any shares of its capital  stock or shares of the capital stock of any
of the Subsidiaries;                                                        

    (c) neither the Company nor any of the Subsidiaries  shall (i) authorize for
  issuance, issue or sell or agree to issue or sell any additional shares of, or
  rights of any kind to acquire  any shares of, its  capital  stock of any class
  (whether through the issuance or granting of options,  warrants,  commitments,
  subscriptions,  rights to purchase  or  otherwise),  except for the  4,593,503
  unissued   Shares  reserved  for  issuance  upon  the  exercise  of  currently
  outstanding employee stock options and except for employee options to purchase
  not more than 50,000 shares,  the 7,228,153  Shares reserved for issuance upon
  conversion of the Company's 5 1/4% Convertible Subordinated Notes due 2003, or
  the 180,000  Shares  reserved for  issuance  upon  exercise of warrants;  (ii)
  acquire, dispose of, transfer,  lease, license,  mortgage,  pledge or encumber
  any fixed or other assets  other than in the  ordinary  course of business and
  consistent with past practices;  (iii) except for certain  indebtedness not in
  excess of $15,000,000,  incur,  assume or prepay any indebtedness or any other
  material  liabilities  other  than in the  ordinary  course  of  business  and
  consistent with past practices; (iv) assume,  guarantee,  endorse or otherwise
  become liable or responsible (whether directly, contingently or otherwise) for
  the  obligations  of any other person other than a Subsidiary  in the ordinary
  course of business and  consistent  with past  practices;  (v) make any loans,
  advances or capital  contributions  to, or  investments  in, any other person,
  other than to  Subsidiaries;  (vi) authorize  capital  expenditures not in the
  ordinary  course  of  business  in excess of  $1,000,000;  (vii)  make any Tax
  election or settle or compromise any Tax  liability;  (viii) change its fiscal
  year;  (ix) except as disclosed in the Company SEC Reports  filed prior to the
  date of this  Agreement,  or as required by a governmental  body or authority,
  change its methods of  accounting  (including,  without  limitation,  make any
  material write-off or reduction in the carrying value of any assets) in effect
  at September  30, 1997,  except as required by changes in GAAP as concurred in
  by the  Company's  independent  auditors;  or (x)  enter  into  any  contract,
agreement, commitment or arrangement with respect to any of the foregoing;  

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    (d) the Company shall use its reasonable best efforts to preserve intact the
  business  organization of the Company and the Subsidiaries,  to keep available
  the  services of its and their  present  officers  and key  employees,  and to
  preserve the goodwill of those having business  relationships  with it and the
Subsidiaries;                                                               

    (e)  neither the  Company  nor any of the  Subsidiaries  will enter into any
  employment agreements with any officers or employees or grant any increases in
  the  compensation  of their  respective  officers  and  employees  other  than
  increases  in the  ordinary  course  of  business  and  consistent  with  past
  practice,  or enter into,  adopt or amend any Plan (as that term is defined in
Schedule 5.17 hereto); and                                                  

    (f) neither the Company nor any of the Subsidiaries  shall (i) take or allow
  to be taken any action  which  would  jeopardize  the  treatment  of  Parent's
  acquisition of the Company as a pooling of interests for accounting  purposes;
  or (ii) take any action which would jeopardize  qualification of the Merger as
a reorganization within the meaning of Section 368(a) of the Code.          

  Section 6.2 Conduct of  Business  by Parent  Pending the Merger.  Prior to the
Effective  Time,  unless the Company  shall  otherwise  agree in writing,  or as
otherwise expressly permitted by this Agreement:                                

    (a) the respective businesses of Parent and the Parent Subsidiaries shall be
  conducted  only in the ordinary  and usual  course of business and  consistent
  with past practices,  and there shall be no material changes in the conduct of
Parent's operations;                                                        

    (b) Parent shall not (i) sell or pledge or agree to sell or pledge any stock
  owned by it in any of the Parent  Subsidiaries;  (ii) amend its Certificate of
  Incorporation or By-Laws; (iii) split, combine or reclassify any shares of its
  outstanding  capital stock or declare,  set aside or pay any dividend or other
  distribution  payable  in cash,  stock or  property,  or redeem  or  otherwise
  acquire any shares of its capital  stock or shares of the capital stock of any
  of the  Parent  Subsidiaries  or (iv)  consolidate  with or merge with or into
  another  company  unless at least 50% of the members of the Board of Directors
  of the  surviving  entity  are  members  of the Board of  Directors  of Parent
  immediately prior to such merger or consolidation or are otherwise  designated
by Parent.                                                                  

    (c) neither  Parent nor any of the Parent  Subsidiaries  shall (i) authorize
  for issuance,  issue or sell or agree to issue or sell any  additional  shares
  of, or rights of any kind to acquire any shares of, its  capital  stock of any
  class  (whether  through  the  issuance  or  granting  of  options,  warrants,
  commitments,  subscriptions,  rights to purchase or otherwise), except for (a)
  unissued shares of Parent Common Stock reserved for issuance upon the exercise
  of Parent Employee Stock Options,  (b) the shares of Parent Common Stock to be
  granted pursuant to Parent's  Employee Stock Benefit and Recognition  Program,
  and (c) the shares of Parent  Common  Stock  reserved  for  issuance  upon the
  exercise of certain rights by Trans Union Corporation ("Trans Union") pursuant
  to the Data Center  Management  Agreement  between Trans Union and Parent,  or
  (ii)  enter into any  contract,  agreement,  commitment  or  arrangement  with
respect to any of the foregoing;                                            

    (d) Parent  shall use its  reasonable  best  efforts to preserve  intact the
  business organization of Parent and the Parent Subsidiaries, to keep available
  the  services of its and their  present  officers  and key  employees,  and to
  preserve the goodwill of those having business  relationships  with it and the
Parent Subsidiaries;                                                        

    (e)  neither  Parent  nor any of the Parent  Subsidiaries  shall (i) take or
  allow to be taken any action  which  would  jeopardize  the  treatment  of the
  transaction as a pooling of interests for accounting purposes or (ii) take any
  action which would jeopardize  qualification of the Merger as a reorganization
within the meaning of Section 368(a) of the Code.                           

    (f) Nothing set forth in Section  6.2(a),  (b), (c) or (d) above shall limit
  Parent's ability to authorize or propose, enter into, or consummate agreements
  relating to acquisitions,  mergers or other business  combinations,  including
  any such  transaction  pursuant to which Parent  issues  shares of its capital
  stock;  provided that in connection with any such transaction  Parent will not
  consolidate  or merge with or into another  company unless at least 50% of the
  members of the Board of Directors of the  surviving  entity are members of the
  Board of Directors of Parent immediately prior to such merger or consolidation
or otherwise designated by Parent.                                          

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  Section 6.3  Conduct of  Business  of Sub.  During the period from the date of
this Agreement to the Effective  Time, Sub shall not engage in any activities of
any nature except as provided in or contemplated by this Agreement.             

ARTICLE VII 

ADDITIONAL AGREEMENTS 

  Section 7.1 Access and  Information.  The Company and Parent shall each afford
to the other and to the other's financial advisors,  legal counsel,  accountants
consultants and other  representatives  full access upon  reasonable  notice and
during normal  business hours  throughout the period prior to the Effective Time
to all of its books, records, properties,  plants and personnel and, during such
period,  each shall  furnish  promptly  to the other (a) a copy of each  report,
schedule and other document filed or received by it pursuant to the requirements
of federal or state securities laws, and (b) all other information as such other
party may reasonably  request,  provided that no investigation  pursuant to this
Section 7.1 shall affect any  representations  or warranties  made herein or the
conditions  to the  obligations  of the  respective  parties to  consummate  the
Merger. Each party shall hold in confidence all nonpublic information until such
time as such information is otherwise  publicly available and, if this Agreement
is terminated,  each party will deliver to the other all documents,  work papers
and other material  (including  copies)  obtained by such party or on its behalf
from the other party as a result of this  Agreement or in  connection  herewith,
whether so obtained before or after the execution hereof.                       

  Section 7.2 Acquisition Proposals. From and after the date hereof, the Company
will not and the Company  and the  Subsidiaries  will use their best  efforts to
cause their respective directors, officers, employees, financial advisors, legal
counsel,  accountants  and other agents and  representatives  not to initiate or
solicit, directly or indirectly,  any inquiries or the making of any proposal or
offer  with  respect  to,  engage  in  negotiations   concerning,   provide  any
information  or data  to,  any  person  relating  to any  acquisition,  business
combination or purchase  (including by way of a tender or exchange offer) of (i)
all  or  any  significant   portion  of  the  assets  of  the  Company  and  the
Subsidiaries, (ii) 15% or more of the outstanding shares of Company Common Stock
or  (iii)  15% or  more  of the  outstanding  shares  of  capital  stock  of any
Subsidiary  of the  Company (a  "Takeover  Proposal"),  other  than the  Merger;
provided, however, that nothing contained in this Section 7.2 shall prohibit the
Board of Directors of the Company from (i)  furnishing  information to (but only
pursuant to a  confidentiality  agreement  in customary  form) or entering  into
discussions  or  negotiations  with any  person or group  that  makes a Superior
Proposal that was not solicited by the Company or which did not otherwise result
from a breach of this  Section  7.2,  if, and only to the extent  that,  (A) the
Board of  Directors  of the  Company,  based upon the  advice of  outside  legal
counsel,  determines in good faith that such action is reasonably  necessary for
the Board of  Directors  to comply  with its  fiduciary  duties to  stockholders
imposed  by law,  (B)  concurrently  with  furnishing  such  information  to, or
entering into discussions or negotiations with, such person or group making this
Superior  Proposal,  the Company provides written notice to Parent to the effect
that  it  is  furnishing   information  to,  or  entering  into  discussions  or
negotiations  with,  such  person or group,  and (C) the  Company  keeps  Parent
informed of the status and all material  information  including  the identity of
such person or group with respect to any such discussions or negotiations to the
extent such  disclosure  would not constitute a violation of any applicable law.
For purposes of this Agreement  "Superior  Proposal" means any Takeover Proposal
which the Board of Directors of the Company concludes in its good faith judgment
(based on the advice of  outside  legal  counsel  and a  financial  advisor of a
nationally  recognized  reputation)  to  be  more  favorable  to  the  Company's
stockholders than the Merger and for which financing, to the extent required, is
fully committed,  subject to customary conditions;  provided,  however, that the
reference  to "15%" in  clauses  (ii) and (iii) of the  definition  of  Takeover
Proposal shall be deemed to be references to "51%". The Company will immediately
cease  and  cause to be  terminated  any  existing  activities,  discussions  or
negotiations  with any person  conducted  heretofore  with respect to any of the
foregoing and will notify Parent immediately in writing if any such inquiries or
proposals (including the material terms and conditions thereof) are received by,
any such information is requested from, or any such  negotiations or discussions
are sought to be initiated or continued with, the Company. Nothing contained in 

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this Section 7.2 shall  prohibit the Company from taking and  disclosing  to its
stockholders  a position  contemplated  by Rule 14e-2(a)  promulgated  under the
Exchange Act or from making any disclosure to its  stockholders  if, in the good
faith judgment of the Board of Directors of the Company, after consultation with
outside  legal  counsel,  failure so to disclose  may be  inconsistent  with its
obligations under applicable law.                                               

  Section 7.3 Registration Statement. As promptly as practicable, Parent and the
Company shall prepare and file with the SEC the Proxy Statement and Parent shall
prepare and file with the SEC the Registration Statement. Each of Parent and the
Company shall use its best efforts to have the Registration  Statement  declared
effective. Parent shall also use its best efforts to take any action required to
be taken under state securities or blue sky laws in connection with the issuance
of the Parent Shares pursuant hereto.  Parent and the Company shall furnish each
other with all information  concerning  Parent and the Company,  as the case may
be, and the holders of their  capital  stock and shall take such other action as
each party may  reasonably  request in connection  with the  preparation  of the
Proxy  Statement and the  Registration  Statement and issuance of Parent Shares.
Each such party agrees  promptly to advise the other if at any time prior to the
Effective  Time any  information  provided  by any  party  hereto  in the  Proxy
Statement  becomes  incorrect  or  incomplete  in any material  respect,  and to
provide the information  needed to correct such  inaccuracy or omission.  To the
extent the issuance of Parent Shares  pursuant to the Merger to Lawrence J. Speh
or Albert J. Speh,  Jr., (or to any other  stockholder  of the Company  granting
proxies  pursuant to Section 7.7) are not permitted by the rules and regulations
of the SEC to be registered on the Registration  Statement,  Parent will use its
best efforts to register such issuance of Parent Shares to such  stockholders of
the Company on a Form S-3 or other appropriate form.                            

Section 7.4 Proxy Statements; Stockholder Approvals. (a) The Company, acting
through its Board of Directors, shall, in accordance with applicable law and    
its Certificate of Incorporation and By-Laws:                                   

    (i)  promptly  and duly call,  give  notice of,  convene and hold as soon as
  practicable  following the date upon which the Registration  Statement becomes
  effective a meeting of its  stockholders  for the purpose of voting to approve
  and adopt this Agreement and shall use its  reasonable  best efforts to obtain
such stockholder approval; and                                              

    (ii) recommend  approval and adoption of this Agreement by the  stockholders
  of the Company and include in the Proxy  Statement  such  recommendation,  and
take all lawful action to solicit such approval.                            

  (b) Parent,  acting through its Board of Directors,  shall, in accordance with
applicable law and its Certificate of Incorporation and By-Laws:                

    (i)  promptly  and duly call,  give  notice of,  convene and hold as soon as
  practicable  following the date upon which the Registration  Statement becomes
  effective a meeting of its  stockholders  for the purpose of voting to approve
  the  issuance  of the Parent  Shares  pursuant to the Merger and shall use its
reasonable best efforts to obtain such stockholder approval; and            

    (ii)  recommend  approval and adoption of the issuance of the Parent  Shares
  pursuant to the Merger by the  stockholders of Parent and include in the Proxy
  Statement  such  recommendation,  and take all lawful  action to solicit  such
approval.                                                                   

  (c) Parent and the Company shall cause the  definitive  Proxy  Statement to be
mailed to their  stockholders as promptly as practicable  after the Registration
Statement is declared  effective under the Securities Act. At the  stockholders'
meetings,  each of Parent  and the  Company  shall  vote or cause to be voted in
favor of approval and adoption of this Agreement all Shares as to which it holds
proxies at such time.                                                           

  Section  7.5  Affiliate  Agreements.  (a)  Prior to the  mailing  of the Proxy
Statement  to the  stockholders  of the Company  the  Company  shall cause to be
delivered  to Parent a list in form and  substance  reasonably  satisfactory  to
Parent identifying all persons who are at the time of the Company  stockholders'
meeting  convened in  accordance  with Section 7.4 hereof,  "affiliates"  of the
Company  as that  term is used in Rule 145  under  the  Securities  Act or under
applicable  SEC  accounting  releases  with  respect  to  pooling  of  interests
accounting treatment. The Company shall use its reasonable best efforts to cause
each person who is identified as a possible  "affiliate"  in the list  furnished
pursuant to this  Section 7.5 to deliver to Parent at or prior to the mailing of
the Proxy  Statement a written  agreement,  in  substantially  the form attached
hereto as Exhibit C.                                                            

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  (b) Prior to the mailing of the Proxy Statement to the stockholders of Parent,
Parent shall  deliver to the Company a list,  in form and  substance  reasonably
satisfactory to the Company, identifying all persons who are, at the time of the
Parent  stockholders'  meeting  convened in accordance  with Section 7.4 hereof,
"affiliates" of Parent under applicable SEC accounting  releases with respect to
pooling of interests accounting treatment.  Parent shall use its reasonable best
efforts to cause each person who is identified as a possible  "affiliate" in the
list furnished  pursuant to this Section 7.5 to deliver to Parent at or prior to
the mailing of the Proxy  Statement,  a written  agreement  substantially in the
form of Exhibit D hereto.                                                       

  Section 7.6 Antitrust  Laws. As promptly as practicable,  the Company,  Parent
and Sub  shall  make all  filings  and  submissions  under the HSR Act as may be
reasonably  required  to be made  in  connection  with  this  Agreement  and the
transactions  contemplated  hereby.  Subject to Section 7.1 hereof,  the Company
will  furnish to Parent and Sub, and Parent and Sub will furnish to the Company,
such  information  and  assistance  as  the  other  may  reasonably  request  in
connection with the  preparation of any such filings or submissions.  Subject to
Section 7.1 hereof,  the Company will provide Parent and Sub, and Parent and Sub
will  provide  the  Company,  with  copies  of all  correspondence,  filings  or
communications  (or memoranda setting forth the substance  thereof) between such
party  or any of its  representatives,  on the one  hand,  and any  governmental
agency or authority or members of their  respective  staffs,  on the other hand,
with respect to this Agreement and the transactions contemplated hereby.        

  Section 7.7 Proxies.  Concurrently  herewith,  the Parent is entering into the
Company Stock  Proxies with each of Lawrence J. Speh and Albert J. Speh,  Jr. in
the form  attached  hereto as Exhibits A-2 and A-3,  respectively.  Concurrently
herewith,  the Company is entering  into the Parent  Stock Proxy with Charles D.
Morgan  in the  form  attached  hereto  as  Exhibit  A-1.  Parent  will  use its
reasonable best efforts to obtain proxies within ten business days following the
date hereof from the stockholders listed on Schedule 7.7(a) hereto, such proxies
to be  substantially  in the  form of  Exhibit  A-1.  The  Company  will use its
reasonable best efforts to obtain proxies within ten business days following the
date  hereof  from the record  holders of all  shares of  Company  Common  Stock
reflected as being  beneficially owned by each of Lawrence J. Speh and Albert J.
Speh, Jr., as set forth on Schedule 7.7(b),  such proxies to be substantially in
the form of Exhibits A-2 and A-3.                                               

  Section 7.8 Employees,  Employee Benefits.  (a) Parent agrees that individuals
who are employed by the Company as of the Effective Time shall become  employees
of the Surviving  Corporation  following the Effective Time (each such employee,
an "Affected  Employee");  provided,  however,  that  nothing  contained in this
Section 7.8 shall require the Surviving  Corporation  to continue the employment
of any Affected Employee for any period of time following the Effective Time.   

  (b) Parent shall,  or shall cause the Surviving  Corporation to, give Affected
Employees full credit for purposes of eligibility,  vesting and determination of
the level of  benefits  (but not for the  purpose of benefit  accrual  under any
defined  benefit  plan)  under  any  employee   benefit  plans  or  arrangements
maintained by the Parent,  the Surviving  Corporation  or any  Subsidiary of the
Parent for such Affected  Employees'  service with the Company or any Subsidiary
of the Company to the same extent recognized by the Company immediately prior to
the Effective Time.                                                             

  (c) Parent shall,  or shall cause the Surviving  Corporation to, (i) waive all
limitations as to  preexisting  conditions  exclusions and waiting  periods with
respect to participation  and coverage  requirements  applicable to the Affected
Employees  under any welfare  benefit plans that such Affected  Employees may be
eligible to participate in after the Effective Time,  other than  limitations or
waiting  periods  that are  already  in effect  with  respect  to such  Affected
Employees and that have not been  satisfied as of the  Effective  Time under any
welfare plan  maintained  for the Affected  Employees  immediately  prior to the
Effective  Time,  and (ii) provide each  Affected  Employee  with credit for any
co-payments and  deductibles  paid prior to the Effective Time in satisfying any
applicable deductible or out-of-pocket requirements under any welfare plans that
such Affected Employees are eligible to participate in after the Effective Time.

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  Section 7.9 Stock Options.  (a) As of the Effective Time, (i) each outstanding
Employee Stock Option shall be converted  into an option (an "Adjusted  Option")
to purchase the number of Parent Shares equal to the number of Shares subject to
such Employee Stock Option immediately prior to the Effective Time multiplied by
the Exchange Ratio (rounded to the nearest whole number of Parent Shares), at an
exercise price per share equal to the exercise price for each such Share subject
to such option  divided by the Exchange Ratio (rounded down to the nearest whole
cent),  and all  references  in each such  Employee  Stock Option to the Company
shall be deemed to refer to Parent, where appropriate;  provided,  however, that
the  adjustments  provided in this clause (i) with respect to any Employee Stock
Options which are  "incentive  stock  options" (as defined in Section 422 of the
Code) or which are described in Section 423 of the Code,  shall be affected in a
manner  consistent with the requirements of Section 424(a) of the Code, and (ii)
Parent shall assume the  obligations  of the Company under the  Company's  stock
option plans  pursuant to which such  Employee  Stock  Options were issued.  The
other terms of each Adjusted  Option,  and the plans or  agreements  under which
they were issued,  shall continue to apply in accordance  with their terms.  The
date  of  grant  of  each  Adjusted  Option  shall  be the  date  on  which  the
corresponding Employee Stock Option was granted.                                

  (b) Parent  shall (i) reserve for  issuance  the number of Parent  Shares that
will become subject to the benefit plans,  programs and arrangements referred to
in this Section 7.9 and (ii) issue or cause to be issued the appropriate  number
of Parent Shares pursuant to applicable plans,  programs and arrangements,  upon
the exercise or maturation of rights  existing  thereunder on the Effective Time
or thereafter granted or awarded. No later than the Effective Time, Parent shall
prepare  and file with the SEC a  registration  statement  on Form S-8 (or other
appropriate  form)  registering a number of Parent  Shares  necessary to fulfill
Parent's  obligations under this Section 7.9. Such registration  statement shall
be kept effective (and the current  status of the  prospectus  required  thereby
shall  be  maintained)  for  at  least  as  long  as  Adjusted   Options  remain
outstanding.                                                                    

  (c) As soon as practicable  after the Effective Time,  Parent shall deliver to
the holders of Employee  Stock Options  appropriate  notices  setting forth such
holders'  rights  pursuant to the respective  Company stock option plans and the
agreements  evidencing  the grants of such Employee  Stock Options and that such
Employee Stock Options and the related agreements shall be assumed by Parent and
shall  continue  in effect  on the same  terms and  conditions  (subject  to the
adjustments required by this Section 7.9 after giving effect to the Merger).    

  Section 7.10 Public  Announcements.  Parent and Sub, on the one hand,  and the
Company,  on the other hand, agree that they will not issue any press release or
otherwise make any public statement or respond to any press inquiry with respect
to this  Agreement or the  transactions  contemplated  hereby  without the prior
approval of the other party, except as may be required by Law.                  

  Section  7.11 By-Law  Indemnification  and  Insurance.  Parent shall cause the
Surviving  Corporation to keep in effect in its By-Laws a provision for a period
of not less than six years from the  Effective  Time (or, in the case of matters
occurring  prior to the Effective Time which have not been resolved prior to the
sixth  anniversary  of the  Effective  Time,  until  such  matters  are  finally
resolved) which provides for  indemnification  of the past and present  officers
and directors (the  "Indemnified  Parties") of the Company to the fullest extent
permitted  by the GCL.  For six years  from the  Effective  Time,  Parent  shall
indemnify the Indemnified Parties to the same extent as such Indemnified Parties
are entitled to indemnification pursuant to the preceding sentence. For a period
of six years from the Effective Time, Parent shall either cause to be maintained
in effect the current policies of directors' and officers'  liability  insurance
maintained  by the Company or provide  substitute  policies of at least the same
coverage  and  amounts  containing  terms  and  conditions  which  are,  in  the
aggregate,  no less  advantageous  to the insured with respect to claims arising
from facts or events that occurred on or before the Effective Time,  except that
in no event  shall  Parent be  required  to pay with  respect to such  insurance
policies in any one year more than $200,000.                                    

  Section 7.12 Expenses.  (a) Except as set forth in this Section 7.12,  whether
or not the Merger is consummated  all costs and expenses  incurred in connection
with this Agreement and the transactions  contemplated  hereby and thereby shall
be paid by the party  incurring  such  expenses;  provided  that those  expenses
incurred in connection with printing the Registration  Statement and the related
Proxy  Statement,  as  well  as the  filing  fee  relating  to the  Registration
Statement will be shared equally by Parent and the Company.                     

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  (b) As a condition and  inducement to Parent's and Sub's  willingness to enter
this  Agreement,  (i) if this Agreement is terminated by Parent and Sub pursuant
to Section 9.1(e) or 9.1(g),  (ii) if this Agreement is terminated by Parent and
Sub or by the Company pursuant to 9.1(h) or (iii)(x) prior to the termination of
this Agreement, a bona fide Takeover Proposal is commenced, publicly proposed or
publicly  disclosed and not  withdrawn,  (y) this Agreement is terminated by the
Parent and Sub or the Company  pursuant  to Section  9.1(f) (but only due to the
failure of the Company  stockholders to approve the Merger) and (z) concurrently
with or within twelve months after such  termination a Takeover  Proposal  shall
have been consummated, then, in each case, the Company shall (i) pay to Parent a
fee (the "Company  Termination  Fee") of $20,000,000  in  immediately  available
funds and (ii) reimburse Parent and Sub for all out-of-pocket  expenses and fees
(including,  without  limitation,  the fees and  expenses  of their  counsel and
investment banking firms) incurred by them or on their behalf in connection with
the Merger, this Agreement or the transactions  contemplated  hereby;  provided,
however,  that such fees and expenses shall not exceed  $2,500,000.  The Company
will pay the Company  Termination  Fee promptly,  but in no event later than (a)
the second  business  day  following  termination  by Parent and Sub pursuant to
clause (i) or (ii) above,  or (b) in the case of  termination  by Parent and Sub
pursuant to clause (iii) above upon the  consummation  of the Takeover  Proposal
referred to in clause (iii)(z) above.  The Company will reimburse Parent and Sub
for the  foregoing  fees and expenses  promptly,  but in no event later than the
second business day following submission of statements therefor.                

  (c) As a condition and  inducement to the Company's  willingness to enter this
Agreement,  if (i) this  Agreement  is  terminated  by the  Company  pursuant to
Section 9.1(i) or (ii) (x) prior to the  termination of this  Agreement,  a bona
fide proposal or offer with respect to any acquisition,  business combination or
purchase  (including  by  way  of a  tender  or  exchange  offer)  of all or any
significant  portion of the assets of, or 15% or more of the outstanding  shares
of capital stock of Parent (a "Parent Takeover Proposal") is commenced, publicly
proposed  or  publicly  disclosed  and not  withdrawn,  (y)  this  Agreement  is
terminated  by the  Company  pursuant  to  Section  9.1(f)  (but only due to the
failure of the Parent  stockholders  to approve the  issuance  of Parent  Shares
pursuant to the Merger) and (z) concurrently  with or within twelve months after
such termination a Parent Takeover  Proposal shall have been  consummated,  then
Parent  shall (i) pay to the  Company a fee (the  "Parent  Termination  Fee") of
$20,000,000 in immediately  available  funds, and (ii) reimburse the Company for
all out-of-pocket expenses and fees (including, without limitation, the fees and
expenses of its counsel and investment  banking firms)  incurred by it or on its
behalf  in  connection  with the  Merger,  this  Agreement  or the  transactions
contemplated hereby;  provided,  however,  that such fees and expenses shall not
exceed $2,500,000.  Parent will pay the Parent Termination Fee promptly,  but in
no event later than (a) the second  business day  following  termination  by the
Company  pursuant to clause (i) above,  or (b) in the case of termination by the
Company  pursuant to clause (ii) above,  upon the  consummation  of the Takeover
Proposal referred to in clause (ii)(z) above.  Parent will reimburse the Company
for the  foregoing  fees and expenses  promptly,  but in no event later than the
second business day following submission of statements therefor.                

  Section 7.13 Additional Agreements. Subject to the terms and conditions herein
provided,  each of the parties  hereto agrees to use all  reasonable  efforts to
take,  or cause to be taken,  all  action  and to do,  or cause to be done,  all
things  necessary,  proper or advisable under applicable laws and regulations to
consummate and make effective the  transactions  contemplated by this Agreement,
including using all reasonable efforts to obtain all necessary waivers, consents
and approvals and to effect all necessary  registrations and filings. In case at
any time after the Effective  Time any further  action is necessary or desirable
to  carry  out the  purposes  of this  Agreement,  the  proper  officers  and/or
directors of Parent, Sub and the Company shall take all such necessary action.  

  Section  7.14  Control  of the  Company's  and  Parent's  Operations.  Nothing
contained  in this  Agreement  shall give  Parent or the  Company,  directly  or
indirectly, rights to control or direct the operations of the other prior to the
Effective  Time.  Prior to the  Effective  Time,  each of Parent and the Company
shall  exercise,  consistent  with the terms and  conditions of this  Agreement,
complete control and supervision of its operations.                             

  Section 7.15 Company  Rights Plan. No later than the date hereof,  the Company
shall amend the Company Rights Plan to effect the changes  thereto  contemplated
by the form of  amendment  attached  hereto as Exhibit B. Except as set forth in
Exhibit B, the Company shall not amend,  modify or supplement the Company Rights
Plan without the prior written consent of Parent.                               

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ARTICLE VIII  

CONDITIONS TO CONSUMMATION OF THE MERGER  

  Section 8.1  Conditions to Each Party's  Obligation to Effect the Merger.  The
respective  obligations  of each party to effect the Merger  shall be subject to
the satisfaction at or prior to the Effective Time of the following conditions: 

    (a) Any waiting period  applicable to the  consummation  of the Merger under
  the HSR Act shall have  expired or been  terminated,  and no action shall have
  been  instituted  by the  Department  of Justice or Federal  Trade  Commission
  challenging or seeking to enjoin the consummation of this  transaction,  which
action shall have not been withdrawn or terminated.                         

    (b) The  Registration  Statement  shall have become  effective in accordance
with the provisions of the Securities Act.                                  

    (c) This Agreement and the transactions  contemplated hereby shall have been
  approved and adopted by the requisite vote of the  stockholders of each of the
Company and Parent in accordance with applicable law.                       

    (d) No preliminary or permanent  injunction or other order by any federal or
  state court in the United  States  which  prohibits  the  consummation  of the
Merger shall have been issued and remain in effect.                         

    (e) Each of the Company and Parent shall have  obtained  such  consents from
  third parties and government  instrumentalities in addition to pursuant to the
  HSR Act as shall be required  and which are material to Parent and the Company
and to consummation of the transactions contemplated hereby.                

    (f) Parent and Sub and the Company shall have each received a letter of KPMG
  Peat Marwick LLP, dated the Effective Time, in form and substance satisfactory
  to Parent  addressed to Parent and Sub and the Company stating that the Merger
  will qualify as a pooling of interests transaction under Opinion No. 16 of the
Accounting Principles Board.                                                

  Section 8.2 Conditions to Obligation of the Company to Effect the Merger.  The
obligation  of the  Company  to  effect  the  Merger  shall  be  subject  to the
satisfaction  at or  prior to the  Effective  Time of the  following  additional
conditions:                                                                     

    (a) Each of Parent and Sub shall have performed in all material respects its
  obligations under this Agreement required to be performed by it at or prior to
  the Effective  Time and the  representations  and warranties of Parent and Sub
  contained in this Agreement shall be true and correct in all material respects
  at and as of the Effective  Time as if made at and as of such time,  except as
  contemplated  by this  Agreement,  and  the  Company  shall  have  received  a
  certificate  of the Chief  Executive  Officer or the President of Parent as to
the satisfaction of this condition.                                         

    (b) The Company shall have received an opinion of Winston & Strawn,  in form
  and  substance  reasonably  satisfactory  to  the  Company,  dated  as of  the
  Effective Time,  substantially to the effect that the Merger will constitute a
  reorganization  for U.S.  federal  income tax  purposes  within the meaning of
  Section  368(a) of the Code. The issuance of such opinion shall be conditioned
  upon the receipt by Winston & Strawn of  representation  letters  from each of
  Parent,  Sub and the Company,  in each case, in form and substance  reasonably
  satisfactory  to  Winston  &  Strawn.  The  specific  provisions  of each such
  representation  letter shall be in form and substance reasonably  satisfactory
  to Winston & Strawn, and each such representation  letter shall be dated on or
  before the date of such opinion and shall not have been  withdrawn or modified
in any material respect.                                                    

  Section 8.3  Conditions to Obligations of Parent and Sub to Effect the Merger.
The  obligations  of Parent and Sub to effect the Merger shall be subject to the
satisfaction  at or  prior to the  Effective  Time of the  following  additional
conditions:                                                                     

    (a)  The  Company  shall  have  performed  in  all  material   respects  its
  obligations under this Agreement required to be performed by it at or prior to
the Effective Time and the representations and warranties of                

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  the  Company  contained  in this  Agreement  shall be true and  correct in all
  material respects at and as of the Effective Time as if made at and as of such
  time except as contemplated  by this Agreement,  and Parent and Sub shall have
  received a Certificate of the Chief Executive  Officer or the President of the
Company as to the satisfaction of this condition.                           

    (b) Parent shall have received an opinion of Skadden, Arps, Slate, Meagher &
  Flom LLP, in form and substance reasonably satisfactory to Parent, dated as of
  the  Effective  Time,  substantially  to  the  effect  that  the  Merger  will
  constitute a  reorganization  for U.S.  federal income tax purposes within the
  meaning of Section  368(a) of the Code.  The issuance of such opinion shall be
  conditioned  upon the  receipt by such tax counsel of  representation  letters
  from each of Parent, Sub and the Company,  in each case, in form and substance
  reasonably  satisfactory to such tax counsel.  The specific provisions of each
  such  representation   letter  shall  be  in  form  and  substance  reasonably
  satisfactory to such tax counsel, and each such representation letter shall be
  dated on or before the date of such opinion and shall not have been  withdrawn
or modified in any material respect.                                        

ARTICLE IX  

TERMINATION, AMENDMENT AND WAIVER 

  Section 9.1 Termination. This Agreement may be terminated at any time prior to
the Effective Time,  whether before or after approval by the stockholders of the
Company:                                                                        

(a) by mutual consent of Parent, Sub and the Company;                   

    (b) by either Parent and Sub, on the one hand, or the Company,  on the other
  hand, if the Merger shall not have been  consummated on or before December 31,
1998;                                                                       

    (c) by the Company if any of the  conditions  specified  in Sections 8.1 and
  8.2 hereof has not been met or waived by the Company  prior to or at such time
as such condition can no longer be satisfied;                               

    (d) by Parent and Sub if any of the conditions specified in Sections 8.1 and
  8.3  hereof  has not been met or waived by Parent  and Sub prior to or at such
time as such condition can no longer be satisfied;                          

    (e) by Parent and Sub if a tender offer or exchange offer for 50% or more of
  the  outstanding  shares of capital stock of the Company is commenced prior to
  the meeting of Company  stockholders  contemplated by Section 7.4(a),  and the
  Board of Directors of the Company  fails to recommend  against  acceptance  of
  such tender offer or exchange offer by its  stockholders  (including by taking
  no position  with respect to the  acceptance  of such tender offer or exchange
  offer by its  stockholders)  within the time period specified by Rule 14e-2 of
the Exchange Act;                                                           

    (f) by  either  Parent  and  Sub  or the  Company  if the  approvals  of the
  stockholders  of either Parent or the Company  contemplated  by this Agreement
  shall not have been  obtained by reason of the failure to obtain the  required
vote at a duly held meeting of stockholders or of any adjournment thereof;  

    (g) by Parent and Sub if the Board of  Directors  of the Company  shall have
  withdrawn  or  modified  in  a  manner  adverse  to  Parent  its  approval  or
recommendation of this Agreement and the transactions contemplated hereby;  

    (h) by either the Company or Parent and Sub if the Board of Directors of the
  Company reasonably  determines that a Takeover Proposal constitutes a Superior
  Proposal, except that the Company may not terminate this Agreement pursuant to
  this  clause  7.1(h)  unless and until (i) three  business  days have  elapsed
  following  delivery to Parent of a written notice of such determination by the
  Board of  Directors  of the Company and during such three  business day period
  the Company (x) informs  Parent of the terms and  conditions  of the  Takeover
  Proposal and the identity of the person  making the Takeover  Proposal and (y)
  otherwise reasonably  cooperates with Parent with respect thereto (subject, in
  the case of this clause (y), to the  condition  that the Board of Directors of
  the Company  shall not be required to take any action that it believes,  after
  consultation   with  outside  legal   counsel,   would  present  a  reasonable
possibility of violating                                                    

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  its obligations to the Company or the Company's  stockholders under applicable
  law) with the intent of  providing  Parent  with the  opportunity  to offer to
  modify the terms and  conditions  of this  Agreement so that the  transactions
  contemplated  hereby may be effected,  (ii) at the end of such three  business
  day period the Board of  Directors  of the  Company  continues  reasonably  to
  believe that the Takeover  Proposal  constitutes  a Superior  Proposal,  (iii)
  simultaneously  with such  termination  the Company  enters into a  definitive
  acquisition,  merger or similar  agreement to effect the Superior Proposal and
  (iv)  simultaneously  with such  termination,  the Company  pays to Parent the
amounts specified and within the time periods specified in Section 7.12(b); 

    (i) by the Company if the Board of Directors of Parent shall have  withdrawn
  or modified in a manner adverse to the Company its approval or  recommendation
of this Agreement and the transactions contemplated hereby; or              

    (j) by either  the  Company  or Parent  and Sub if there  shall  have been a
  material  breach  by the  other  of any  of its  representations,  warranties,
  covenants or agreements  contained in this Agreement or the Option  Agreement,
  which if not cured would cause the conditions set forth in Sections  8.2(a) or
  8.3(a),  as the case may be, not to be  satisfied,  and such breach  shall not
  have been cured within 30 days after notice  thereof  shall have been received
by the party alleged to be in breach.                                       

  Section  9.2  Effect  of  Termination.  In the  event of  termination  of this
Agreement as provided  above,  this Agreement  shall  forthwith  become void and
there shall be no liability on the part of either Parent,  Sub or the Company or
their  respective  officers or directors  (i) except as set forth in Section 7.1
hereof and except for Section  7.12 hereof which shall  survive the  termination
and (ii) no such  termination  shall  release  any party of any  liabilities  or
damages  resulting from any wilful breach by that party of any provision of this
Agreement.                                                                      

  Section  9.3  Amendment.  This  Agreement  may be amended  by action  taken by
Parent,  Sub and the Company at any time before or after approval  hereof by the
stockholders of the Company, but, after any such approval, no amendment shall be
made which alters the Exchange  Ratio or which in any way  materially  adversely
affects the rights of such  stockholders,  without the further  approval of such
stockholders.  This  Agreement  may not be amended  except by an  instrument  in
writing signed on behalf of each of the parties hereto.                         

  Section  9.4  Waiver.  At any time prior to the  Effective  Time,  the parties
hereto may (a) extend the time for the  performance of any of the obligations or
other  acts of the other  parties  hereto,  (b) waive  any  inaccuracies  in the
representations  and warranties  contained  herein or in any document  delivered
pursuant  hereto  and  (c)  waive  compliance  with  any  of the  agreements  or
conditions  contained herein. Any agreement on the part of a party hereto to any
such  extension or waiver shall be valid only if set forth in an  instrument  in
writing signed on behalf of such party.                                         

ARTICLE X 

GENERAL PROVISIONS  

  Section  10.1  Survival of  Representations,  Warranties  and  Agreements.  No
representations,  warranties or agreements contained herein shall survive beyond
the Effective  Time except that the  agreements  contained in Sections 3.1, 3.2,
3.3, 3.4, 3.5, 3.6, 7.9, 7.11 and 7.12 hereof shall survive beyond the Effective
Time.                                                                           

  Section 10.2 Brokers. The Company represents and warrants that, (i) except for
its financial  advisors,  Donaldson,  Lufkin & Jenrette  Securities  Corporation
("DLJ"),  no broker,  finder or financial  advisor is entitled to any brokerage,
finder's  or other  fee or  commission  in  connection  with the  Merger  or the
transactions  contemplated by this Agreement based upon  arrangements made by or
on behalf of the Company and (ii) the Company's fee  arrangements  with DLJ have
been disclosed to Parent.  Parent  represents and warrants that,  except for its
financial  advisor,  Stephens  Inc.  ("Stephens"),  (i)  no  broker,  finder  or
financial  advisor  is  entitled  to any  brokerage  finder's  or  other  fee or
commission in connection  with the Merger or the  transactions  contemplated  by
this Agreement based upon arrangements made by or on behalf of Parent or Sub and
(ii) Parent's fee arrangements with Stephens have been disclosed to the Company.

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  Section 10.3 Notices.  All notices,  claims,  demands and other communications
hereunder shall be in writing and shall be deemed given if delivered  personally
or by telex or telegram  or mailed by  registered  or  certified  mail  (postage
prepaid,  return receipt  requested) to the respective  parties at the following
addresses  (or at such other  address for a party as shall be  specified by like
notice):                                                                        

(a) If to Parent or Sub, to:  

ACXIOM CORPORATION  
P.O. Box 2000 
301 Industrial Boulevard  
Conway, AR 72033-2000 
fax: (501) 336-3913 
Attention: Charles D. Morgan  

with a copy to: 

Skadden, Arps, Slate, Meagher & Flom LLP  
919 Third Avenue  
New York, NY 10022  
fax: (212) 735-2000 
Attention: J. Michael Schell  

(b) if to the Company, to:  

MAY & SPEH, INC.  
1501 Opus Place 
Downers Grove, IL 60515 
fax: (630) 719-0525 
Attention: Chief Executive Officer  

with a copy to: 

Winston & Strawn  
35 West Wacker Drive  
Chicago, IL 60601 
fax: (312) 558-5700 
Attention: Bruce A. Toth  

  Section 10.4 Descriptive  Headings.  The headings  contained in this Agreement
are for  reference  purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.                                               

  Section 10.5 Entire  Agreement;  Assignment.  This  Agreement  (including  the
Exhibits,  Schedules and other documents and instruments referred to herein) (a)
constitutes the entire  agreement and supersedes all other prior  agreements and
understandings,  both  written and oral among the  parties or any of them,  with
respect to the subject  matter  hereof;  (b) is not  intended to confer upon any
other person any rights or remedies hereunder;  and (c) shall not be assigned by
operation of law or otherwise, provided that Parent or Sub may assign its rights
and obligations  hereunder to a direct or indirect  subsidiary of Parent, but no
such  assignment  shall  relieve  Parent  or Sub,  as the  case  may be,  of its
obligations hereunder.                                                          

  Section 10.6 Governing Law. This Agreement  shall be governed by and construed
in accordance  with the laws of the State of Delaware  without  giving effect to
the provisions thereof relating to conflicts of law.                            

  Section 10.7 Specific  Performance.  The parties hereto agree that irreparable
damage would occur in the event any of the provisions of this Agreement were not
performed  in  accordance  with the terms  hereof and that the parties  shall be
entitled to specific  performance of the terms hereof,  in addition to any other
remedy at law or equity.                                                        

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  Section  10.8  Counterparts.  This  Agreement  may be  executed in two or more
counterparts,  each of which shall be deemed to be an original  but all of which
shall constitute one and the same agreement.                                    

  IN WITNESS  WHEREFORE,  each of Parent,  Sub and the  Company  has caused this
Agreement  to  be  executed  on  its  behalf  by  its  officers  thereunto  duly
authorized, all as of the date first above written.                             

ACXIOM CORPORATION            

 /s/ Charles D. Morgan
By: __________________________
 Name: Charles D. Morgan
Title: President      

ACX ACQUISITION CO., INC.     

 /s/ Catherine L. Hughes
 By: ___________________________
   Name: Catherine L. Hughes
Title: Secretary      

MAY & SPEH, INC.              

By: /s/ Peter I. Mason        
 By: ___________________________
Name: Peter I. Mason  
            Title: Chairman, President and CEO

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                                                                   EXHIBIT A-1

IRREVOCABLE PROXY 

  IRREVOCABLE  PROXY, dated as of May 26, 1998, by and between May & Speh, Inc.,
a  Delaware   corporation   (the   "Company  "),  and  Charles  D.  Morgan  (the
"Stockholder").                                                                 

  WHEREAS,  concurrently  with the  execution  and  delivery of this  Agreement,
Acxiom Corporation, a Delaware Corporation ("Parent"), ACX Acquisition Co., Inc.
a Delaware  corporation and a wholly owned subsidiary of Parent ("Sub"), and the
Company are entering into an Agreement  and Plan of Merger,  dated as of May 26,
1998 (the "Merger  Agreement"),  providing,  among other things,  for the merger
(the  "Merger") of Sub with and into the  Company,  as a result of which each of
the outstanding shares of Common Stock, par value $.01 per share, of the Company
(the "Company  Common Stock") will be converted into the right to receive .80 of
a share of the Common  Stock,  par value $.10 per share,  of Parent (the "Parent
Common Stock"), and the Company will become a wholly owned subsidiary of Parent;
and                                                                             

  WHEREAS,  the  Stockholder  is the  owner  beneficially  and of  record  of an
aggregate of 4,112,425  shares (the "Parent Shares") of the Parent Common Stock,
of which 297,654 shares are in respect of options  exercisable within 60 days of
the date hereof; and                                                            

  WHEREAS, as a condition to its willingness to enter into the Merger Agreement,
the Company has requested that the  Stockholder  agree,  and the Stockholder has
agreed,  to grant the Company an irrevocable proxy (the "Proxy") with respect to
the Parent Shares, upon the terms and subject to the conditions hereof;         

  NOW,  THEREFORE,  to induce the Company to enter into the Merger Agreement and
in  consideration of the aforesaid and the mutual  representations,  warranties,
covenants  and  agreements  set forth  herein and in the Merger  Agreement,  the
parties hereto agree as follows:                                                

  1. The Stockholder  hereby  constitutes  and appoints the Company,  during the
term  of  this  Agreement  as  the  Stockholder's  true  and  lawful  proxy  and
attorney-in-fact,  with full  power of  substitution,  to vote all of the Parent
Shares (and any and all securities  issued or issuable in respect thereof) which
Stockholder  is  entitled to vote,  for and in the name,  place and stead of the
Stockholder,  at any annual, special or other meeting of the stockholders of the
Parent,  and at any  adjournment  or  adjournments  thereof,  or pursuant to any
consent in lieu of a meeting or  otherwise,  in favor of any proposal to approve
the issuance of the shares of Common Stock pursuant to the Merger  Agreement and
any transactions  contemplated thereby. All power and authority hereby conferred
is coupled with an interest and is irrevocable. In the event that the Company is
unable to exercise  such power and  authority  for any reason,  the  Stockholder
agrees  that he will  vote all the  Parent  Shares in favor of  approval  of the
issuance of the shares of Common Stock pursuant to the Merger  Agreement and the
transactions  contemplated  thereby, at any such meeting or adjournment thereof,
or provide his written consent thereto.                                         

  2. The Stockholder  hereby covenants and agrees that the Stockholder will not,
and will not agree to, directly or indirectly,  sell, transfer,  assign, pledge,
hypothecate,  cause to be  redeemed  or  otherwise  dispose of any of the Parent
Shares or grant any proxy or interest in or with  respect to such Parent  Shares
or deposit such Shares into a voting  trust or enter into a voting  agreement or
arrangement  with  respect  to such  Parent  Shares  other  than in  respect  of
transactions not prohibited by the terms of the Merger Agreement.               

  3. The  Stockholder  represents  and warrants to the Company,  that the Parent
Shares consist of 3,814,771 shares of Parent Common Stock owned beneficially and
of record by the  Stockholder on the date hereof;  such Parent Shares are all of
the securities of the Parent owned of record or  beneficially by the Stockholder
on the date hereof, except for 297,654 shares of Parent Common Stock as to which
the  Stockholder  holds  stock  options  exercisable  within 60 days of the date
hereof;  the  Stockholder  owns the Parent  Shares  free and clear of all liens,
charges,  claims,  encumbrances and security interests of any nature whatsoever;
and except as provided  herein,  the  Stockholder has not granted any proxy with
respect to the Parent  Shares,  deposited such Parent Shares into a voting trust
or entered into any voting  agreement or other  arrangement with respect to such
Parent Shares.                                                                  

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  4. Any  shares of Parent  Common  Stock  issued  to the  Stockholder  upon the
exercise  of  any  stock  options  that  are  currently  exercisable  or  become
exercisable  during the term of this Agreement shall be deemed Parent Shares for
purposes of this Agreement.                                                     

  5. This Proxy shall be governed by and construed in  accordance  with the laws
of the  State of  Delaware  without  giving  effect  to the  provisions  thereof
relating to conflicts of law.                                                   

  6.  This  Proxy  shall be  binding  upon,  inure  to the  benefit  of,  and be
enforceable by the successors and permitted assigns of the parties hereto.  This
Proxy  and the  rights  hereunder  may not be  assigned  or  transferred  by the
Company,  except that the Company may assign its rights  hereunder to any direct
or indirect subsidiary.                                                         

  7. This Proxy shall terminate at the earlier of (i) the  effectiveness  of the
Merger,  or (ii) the termination of the Merger  Agreement in accordance with its
terms,  or  (iii)  upon  notice  of  termination  given  by the  Company  to the
Stockholder.                                                                    

  8. This Proxy is granted in consideration of the execution and delivery of the
Merger  Agreement  by the  Company.  The  Stockholder  agrees that such Proxy is
coupled with an interest  sufficient in law to support an irrevocable  power and
shall not be terminated by any act of the  Stockholder,  by lack of  appropriate
power or authority or by the occurrence of any other event or events.           

  9. The parties  acknowledge  and agree that  performance  of their  respective
obligations  hereunder  will  confer a unique  benefit  on the  other and that a
failure of performance  will not be  compensable  by money damages.  The parties
therefore  agree  that this Proxy  shall be  specifically  enforceable  and that
specific enforcement and injunctive relief shall be available to the Company and
the  Stockholder  for any breach of any  agreement,  covenant or  representation
hereunder. This Proxy shall revoke all prior proxies given by the Stockholder at
any time with respect to the Parent Shares.                                     

  10. The  Stockholder  will,  upon request,  execute and deliver any additional
documents and take such actions as may reasonably be deemed by the Company to be
necessary or desirable to complete the Proxy granted  herein or to carry out the
provisions hereof.                                                              

  11. If any term, provision,  covenant, or restriction of this Proxy is held by
a court of competent  jurisdiction  to be invalid,  void or  unenforceable,  the
remainder of the terms,  provisions,  covenants and  restrictions  of this Proxy
shall  remain in full  force and  effect  and shall not in any way be  affected,
impaired or invalidated.                                                        

  12.  This Proxy may be executed  in two  counterparts,  each of which shall be
deemed to be an original but both of which together shall constitute one and the
same document.                                                                  

  IN WITNESS WHEREOF,  the Company and the Stockholder have caused this Proxy to
be duly executed on the date first above written.                               

                                         -------------------------------------
                          Charles D. Morgan, Jr.

                    May & Speh, INC.

                                         By __________________________________
                            Name: Peter I. Mason
                                          Title: Chairman, President and CEO

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                                                                   EXHIBIT A-2

IRREVOCABLE PROXY 

  IRREVOCABLE   PROXY,  dated  as  of  May  26,  1998,  by  and  between  Acxiom
Corporation,  a Delaware  corporation (the "Parent"),  and Lawrence J. Speh (the
"Stockholder").                                                                 

  WHEREAS,  concurrently with the execution and delivery of this Agreement,  the
Parent,  ACX  Acquisition  Co., Inc. a Delaware  corporation  and a wholly owned
subsidiary of Parent ("Sub"),  and May & Speh, Inc. (the "Company") are entering
into an  Agreement  and Plan of Merger,  dated as of May 26,  1998 (the  "Merger
Agreement"), providing, among other things, for the merger (the "Merger") of Sub
with and into the Company,  as a result of which each of the outstanding  shares
of Common Stock,  par value $.01 per share,  of the Company (the "Company Common
Stock") will be converted into the right to receive .80 of a share of the Common
Stock, par value $.10 per share, of Parent (the "Parent Common Stock"),  and the
Company will become a wholly owned subsidiary of Parent; and                    

  WHEREAS,  the  Stockholder  is the owner of record of an  aggregate  of 70,000
shares (the  "Shares") of the Company  Common Stock and the  Stockholder  is the
owner  beneficially of an additional  1,759,224  shares of Company Common Stock;
and                                                                             

  WHEREAS, as a condition to its willingness to enter into the Merger Agreement,
Parent has requested that the Stockholder agree, and the Stockholder has agreed,
to grant Parent an  irrevocable  proxy (the "Proxy") with respect to the Shares,
upon the terms and subject to the conditions hereof;                            

  NOW,  THEREFORE,  to induce  Parent to enter into the Merger  Agreement and in
consideration  of the  aforesaid  and the  mutual  representations,  warranties,
covenants  and  agreements  set forth  herein and in the Merger  Agreement,  the
parties hereto agree as follows:                                                

  1. The Stockholder hereby constitutes and appoints Parent,  during the term of
this Agreement as the Stockholder's true and lawful proxy and  attorney-in-fact,
with full  power of  substitution,  to vote all of the  Shares  (and any and all
securities  issued or issuable in respect thereof) which Stockholder is entitled
to vote, for and in the name, place and stead of the Stockholder, at any annual,
special  or  other  meeting  of  the  stockholders  of the  Company,  and at any
adjournment  or  adjournments  thereof,  or pursuant to any consent in lieu of a
meeting or  otherwise,  in favor of any proposal to approve and adopt the Merger
Agreement and any  transactions  contemplated  thereby.  All power and authority
hereby  conferred is coupled with an interest and is  irrevocable.  In the event
that Parent is unable to exercise such power and  authority for any reason,  the
Stockholder  agrees  that he will vote all the Shares in favor of  approval  and
adoption of the Merger Agreement and the transactions  contemplated  thereby, at
any such meeting or adjournment thereof, or provide his written consent thereto.

  2. The Stockholder  hereby covenants and agrees that the Stockholder will not,
and will not agree to, directly or indirectly,  sell, transfer,  assign, pledge,
hypothecate,  cause to be redeemed or otherwise  dispose of any of the Shares or
grant any proxy or  interest in or with  respect to such Shares or deposit  such
Shares into a voting trust or enter into a voting  agreement or arrangement with
respect to such Shares.  The Stockholder  further  covenants and agrees that the
Stockholder will not initiate or solicit, directly or indirectly,  any inquiries
or the making of any proposal with respect to engage in negotiations concerning,
provide any confidential  information or data to, or have any discussions  with,
any person relating to, any acquisition, business combination or purchase of all
or any  significant  portion of the assets of, or any equity  interest in (other
than the Shares),  the Company or any  subsidiary  thereof;  provided,  however,
nothing  contained  herein  shall be deemed to  prohibit  the  Stockholder  from
exercising  his  fiduciary  duties as a  director  of the  Company  pursuant  to
applicable law.                                                                 

  3. The Stockholder  represents and warrants to Parent, that the Shares consist
of 70,000 shares of Company Common Stock owned beneficially and of record by the
Stockholder  on the date  hereof;  such  Shares  together  with  the  additional
1,759,224  shares of Company Common Stock owned  beneficially by the Stockholder
are all                                                                         

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of the  securities  of the  Company  owned  of  record  or  beneficially  by the
Stockholder on the date hereof,  the Stockholder  owns the Shares free and clear
of all liens, charges, claims, encumbrances and security interests of any nature
whatsoever;  and except as provided herein,  the Stockholder has not granted any
proxy with respect to the Shares,  deposited  such Shares into a voting trust or
entered  into any voting  agreement  or other  arrangement  with respect to such
Shares.                                                                         

  4. Any shares of  Company  Common  Stock  issued to the  Stockholder  upon the
exercise  of  any  stock  options  that  are  currently  exercisable  or  become
exercisable  during  the term of this  Agreement  shall  be  deemed  Shares  for
purposes of this Agreement.                                                     

  5. This Proxy shall be governed by and construed in  accordance  with the laws
of the  State of  Delaware  without  giving  effect  to the  provisions  thereof
relating to conflicts of law.                                                   

  6.  This  Proxy  shall be  binding  upon,  inure  to the  benefit  of,  and be
enforceable by the successors and permitted assigns of the parties hereto.  This
Proxy and the rights  hereunder  may not be assigned or  transferred  by Parent,
except  that  Parent may assign its rights  hereunder  to any direct or indirect
subsidiary.                                                                     

  7. This Proxy shall terminate at the earlier of (i) the  effectiveness  of the
Merger,  or (ii) the termination of the Merger  Agreement in accordance with its
terms, or (iii) upon notice of termination given by Parent to the Stockholder.  

  8. This Proxy is granted in consideration of the execution and delivery of the
Merger  Agreement by Parent.  The Stockholder  agrees that such Proxy is coupled
with an interest sufficient in law to support an irrevocable power and shall not
be terminated by any act of the  Stockholder,  by lack of  appropriate  power or
authority or by the occurrence of any other event or events.                    

  9. The parties  acknowledge  and agree that  performance  of their  respective
obligations  hereunder  will  confer a unique  benefit  on the  other and that a
failure of performance  will not be  compensable  by money damages.  The parties
therefore  agree  that this Proxy  shall be  specifically  enforceable  and that
specific  enforcement and injunctive relief shall be available to Parent and the
Stockholder  for  any  breach  of  any  agreement,  covenant  or  representation
hereunder. This Proxy shall revoke all prior proxies given by the Stockholder at
any time with respect to the Shares.                                            

  10. The  Stockholder  will,  upon request,  execute and deliver any additional
documents  and take such  actions  as may  reasonably  be deemed by Parent to be
necessary or desirable to complete the Proxy granted  herein or to carry out the
provisions hereof.                                                              

  11. If any term, provision,  covenant, or restriction of this Proxy is held by
a court of competent  jurisdiction  to be invalid,  void or  unenforceable,  the
remainder of the terms,  provisions,  covenants and  restrictions  of this Proxy
shall  remain in full  force and  effect  and shall not in any way be  affected,
impaired or invalidated.                                                        

  12.  This Proxy may be executed  in two  counterparts,  each of which shall be
deemed to be an original but both of which together shall constitute one and the
same document.                                                                  

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  IN WITNESS  WHEREOF,  Parent and the Stockholder  have caused this Proxy to be
duly executed on the date first above written.                                  

                                         -------------------------------------
                    Lawrence J. Speh

                      Acxiom Corporation

                                         By __________________________________
 Name: Charles. D. Morgan, Jr.
                        Title: President

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                                                                   EXHIBIT A-3

IRREVOCABLE PROXY 

IRREVOCABLE PROXY, dated as of May 26, 1998, by and between Acxiom          
Corporation, a Delaware corporation (the "Parent"), and Albert J. Speh, Jr.     
(the "Stockholder").                                                            

  WHEREAS,  concurrently with the execution and delivery of this Agreement,  the
Parent,  ACX  Acquisition  Co., Inc. a Delaware  corporation  and a wholly owned
subsidiary of Parent ("Sub"),  and May & Speh, Inc. (the "Company") are entering
into an  Agreement  and Plan of Merger,  dated as of May 26,  1998 (the  "Merger
Agreement"), providing, among other things, for the merger (the "Merger") of Sub
with and into the Company,  as a result of which each of the outstanding  shares
of Common Stock,  par value $.01 per share,  of the Company (the "Company Common
Stock") will be converted into the right to receive .80 of a share of the Common
Stock, par value $.10 per share, of Parent (the "Parent Common Stock"),  and the
Company will become a wholly owned subsidiary of Parent; and                    

  WHEREAS,  the  Stockholder  is the owner of record of an  aggregate of 808,801
shares (the  "Shares") of the Company  Common Stock and the  Stockholder  is the
owner beneficially of an additional 262,994 shares of Company Common Stock; and 

  WHEREAS, as a condition to its willingness to enter into the Merger Agreement,
Parent has requested that the Stockholder agree, and the Stockholder has agreed,
to grant Parent an  irrevocable  proxy (the "Proxy") with respect to the Shares,
upon the terms and subject to the conditions hereof;                            

  NOW,  THEREFORE,  to induce  Parent to enter into the Merger  Agreement and in
consideration  of the  aforesaid  and the  mutual  representations,  warranties,
covenants  and  agreements  set forth  herein and in the Merger  Agreement,  the
parties hereto agree as follows:                                                

  1. The Stockholder hereby constitutes and appoints Parent,  during the term of
this Agreement as the Stockholder's true and lawful proxy and  attorney-in-fact,
with full  power of  substitution,  to vote all of the  Shares  (and any and all
securities  issued or issuable in respect thereof) which Stockholder is entitled
to vote, for and in the name, place and stead of the Stockholder, at any annual,
special  or  other  meeting  of  the  stockholders  of the  Company,  and at any
adjournment  or  adjournments  thereof,  or pursuant to any consent in lieu of a
meeting or  otherwise,  in favor of any proposal to approve and adopt the Merger
Agreement and any  transactions  contemplated  thereby.  All power and authority
hereby  conferred is coupled with an interest and is  irrevocable.  In the event
that Parent is unable to exercise such power and  authority for any reason,  the
Stockholder  agrees  that he will vote all the Shares in favor of  approval  and
adoption of the Merger Agreement and the transactions  contemplated  thereby, at
any such meeting or adjournment thereof, or provide his written consent thereto.

  2. The Stockholder  hereby covenants and agrees that the Stockholder will not,
and will not agree to, directly or indirectly,  sell, transfer,  assign, pledge,
hypothecate,  cause to be redeemed or otherwise  dispose of any of the Shares or
grant any proxy or  interest in or with  respect to such Shares or deposit  such
Shares into a voting trust or enter into a voting  agreement or arrangement with
respect to such Shares.  The Stockholder  further  covenants and agrees that the
Stockholder will not initiate or solicit, directly or indirectly,  any inquiries
or the making of any proposal with respect to engage in negotiations concerning,
provide any confidential  information or data to, or have any discussions  with,
any person relating to, any acquisition, business combination or purchase of all
or any  significant  portion of the assets of, or any equity  interest in (other
than the Shares),  the Company or any  subsidiary  thereof;  provided,  however,
nothing  contained  herein  shall be deemed to  prohibit  the  Stockholder  from
exercising  his  fiduciary  duties as a  director  of the  Company  pursuant  to
applicable law.                                                                 

  3. The Stockholder  represents and warrants to Parent, that the Shares consist
of 808,801  shares of Company Common Stock owned  beneficially  and of record by
the  Stockholder  on the date hereof;  such Shares  together with the additional
262,994 shares of Company Common Stock owned beneficially by the Stockholder are
all of                                                                          

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the securities of the Company owned of record or beneficially by the Stockholder
on the date hereof, the Stockholder owns the Shares free and clear of all liens,
charges,  claims,  encumbrances and security interests of any nature whatsoever;
and except as provided  herein,  the  Stockholder has not granted any proxy with
respect to the Shares, deposited such Shares into a voting trust or entered into
any voting agreement or other arrangement with respect to such Shares.          

  4. Any shares of  Company  Common  Stock  issued to the  Stockholder  upon the
exercise  of  any  stock  options  that  are  currently  exercisable  or  become
exercisable  during  the term of this  Agreement  shall  be  deemed  Shares  for
purposes of this Agreement.                                                     

  5. This Proxy shall be governed by and construed in  accordance  with the laws
of the  State of  Delaware  without  giving  effect  to the  provisions  thereof
relating to conflicts of law.                                                   

  6.  This  Proxy  shall be  binding  upon,  inure  to the  benefit  of,  and be
enforceable by the successors and permitted assigns of the parties hereto.  This
Proxy and the rights  hereunder  may not be assigned or  transferred  by Parent,
except  that  Parent may assign its rights  hereunder  to any direct or indirect
subsidiary.                                                                     

  7. This Proxy shall terminate at the earlier of (i) the  effectiveness  of the
Merger,  or (ii) the termination of the Merger  Agreement in accordance with its
terms, or (iii) upon notice of termination given by Parent to the Stockholder.  

  8. This Proxy is granted in consideration of the execution and delivery of the
Merger  Agreement by Parent.  The Stockholder  agrees that such Proxy is coupled
with an interest sufficient in law to support an irrevocable power and shall not
be terminated by any act of the  Stockholder,  by lack of  appropriate  power or
authority or by the occurrence of any other event or events.                    

  9. The parties  acknowledge  and agree that  performance  of their  respective
obligations  hereunder  will  confer a unique  benefit  on the  other and that a
failure of performance  will not be  compensable  by money damages.  The parties
therefore  agree  that this Proxy  shall be  specifically  enforceable  and that
specific  enforcement and injunctive relief shall be available to Parent and the
Stockholder  for  any  breach  of  any  agreement,  covenant  or  representation
hereunder. This Proxy shall revoke all prior proxies given by the Stockholder at
any time with respect to the Shares.                                            

  10. The  Stockholder  will,  upon request,  execute and deliver any additional
documents  and take such  actions  as may  reasonably  be deemed by Parent to be
necessary or desirable to complete the Proxy granted  herein or to carry out the
provisions hereof.                                                              

  11. If any term, provision,  covenant, or restriction of this Proxy is held by
a court of competent  jurisdiction  to be invalid,  void or  unenforceable,  the
remainder of the terms,  provisions,  covenants and  restrictions  of this Proxy
shall  remain in full  force and  effect  and shall not in any way be  affected,
impaired or invalidated.                                                        

  12.  This Proxy may be executed  in two  counterparts,  each of which shall be
deemed to be an original but both of which together shall constitute one and the
same document.                                                                  

  IN WITNESS  WHEREOF,  Parent and the Stockholder  have caused this Proxy to be
duly executed on the date first above written.                                  

                                         -------------------------------------
                                         Albert J. Speh, Jr.

                      Acxiom Corporation

                                         By __________________________________
Name: Charles D. Morgan, Jr.
                        Title: President

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                                                                     EXHIBIT B

AMENDMENT TO RIGHTS AGREEMENT 

  Amendment Number One, dated as of May 26, 1998, to the Rights Agreement, dated
as of March 1,  1996 (the  "Rights  Agreement"),  between  MAY & SPEH,  INC.,  a
Delaware  corporation  (the  "Company"),  and HARRIS TRUST AND SAVINGS  BANK, an
Illinois banking corporation, as Rights Agent (the "Rights Agent").             

  WHEREAS,  the Company and the Rights Agent  entered into the Rights  Agreement
specifying the terms of the Rights (as defined therein);                        

  WHEREAS,  the Company desires to amend the Rights Agreement in accordance with
Section 27 of the Rights Agreement;                                             

  WHEREAS,  the Company  proposes to enter into an Agreement and Plan of Merger,
dated as of May 26, 1998 (the "Merger  Agreement"),  among the  Company,  Acxiom
Corporation ("Parent") and ACX Acquisition Co., Inc. ("Sub").                   

  WHEREAS,  as a condition to the Merger Agreement and in order to induce Parent
to enter into the Merger  Agreement,  the Company proposes to enter into a Stock
Option Agreement,  dated as of May 26, 1998, between the Company and Parent (the
"Stock  Option  Agreement"),  pursuant to which the Company will grant Parent an
irrevocable  option  (the  "Option")  to  purchase  up to 19.9% of the number of
shares (the "Option  Shares") of common stock, par value $.01 per share ("Common
Stock"), of the Company issued and outstanding immediately prior to the grant of
the Option;                                                                     

  WHEREAS,  as a condition to the Merger Agreement and in order to induce Parent
to enter into the Merger  Agreement,  certain  holders of shares of Common Stock
(each, a "Stockholder" and collectively,  the  "Stockholders"),  each propose to
enter  into an  irrevocable  proxy,  dated  as of May  26,  1998,  between  such
Stockholder and Parent,  pursuant to which such Stockholder will grant Parent an
irrevocable proxy (each, a "Proxy" and collectively, the "Proxies") to vote such
Stockholder's shares of Common Stock; and                                       

  WHEREAS, the Board of Directors of the Company has determined it advisable and
in the best  interest  of the  stockholders  of the  Company to amend the Rights
Agreement to enable the Company to enter into the Merger Agreement and the Stock
Option  Agreement and consummate the transactions  contemplated  thereby without
causing  Parent  to become an  "Acquiring  Person"  (as  defined  in the  Rights
Agreement).                                                                     

  NOW,  THEREFORE,  in consideration  of the premises and mutual  agreements set
forth herein and in the Rights Agreement, the parties hereby agree as follows:  

  1. Definitions.  Capitalized terms used and not otherwise defined herein shall
have the meaning assigned to such terms in the Rights Agreement.                

  2. Amendments to the Rights Agreement.  The Rights Agreement is hereby amended
as set forth in this Section 2.                                                 

  a. Section 1 of the Rights Agreement, "Certain Definitions", is hereby amended
     and restated by deleting the definition of "Acquiring  Person"  thereof and
inserting in lieu thereof the following:                              

  "Acquiring Person" shall mean any Person (as such term is hereinafter defined)
who or which,  together with all  Affiliates  and  Associates (as such terms are
hereinafter defined) of such Person, shall be the Beneficial Owner (as such term
is hereinafter  defined) of 15% or more of the Common Shares of the Company then
outstanding,  but shall not include the Company, any Subsidiary (as such term is
hereinafter defined) of the Company, any employee benefit plan of the Company or
any Subsidiary of the Company, any Person holding                               

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Common  Shares  for  or  pursuant  to  the  terms  of  any  such  plan,  or  any
Grandfathered  Person.  Notwithstanding  the  foregoing,  no Person  (including,
without limitation, any Grandfathered Person) shall become an "Acquiring Person"
as the result of (a) an acquisition  of Common Shares by the Company  which,  by
reducing the number of shares outstanding, increases the proportionate number of
shares  beneficially owned by such Person to 15% or more of the Common Shares of
the Company then outstanding; (b) the acquisition by such Person of newly issued
Common  shares  directly from the Company (it being  understood  that a purchase
from an underwriter or other intermediary is not directly from the Company);  or
(c) that the Parent, and its Affiliates and Associates shall not be deemed to be
an  Acquiring  Person as a result of either (i) the grant of the Option (as such
term is defined in the Stock  Option  Agreement)  pursuant  to the Stock  Option
Agreement,  or at any time  following  the exercise  thereof and the issuance of
shares  of  Common  Shares in  accordance  with the  terms of the  Stock  Option
Agreement or (ii) the grant of the Proxies by and between the  Stockholders  and
Parent, or at any time following the delivery and execution  thereof;  provided,
however,  that if a Person shall become the  Beneficial  Owner of 15% or more of
the Common Shares of the Company then  outstanding by reason of share  purchases
by the Company or the receipt of newly issued  Common  Shares  directly from the
Company and shall, after such share purchases or direct issuance by the Company,
become the Beneficial Owner of any additional Common Shares of the Company, then
such  Person  shall be deemed to be an  "Acquiring  Person;"  provided  further,
however,  that any transferee from such Person who becomes the Beneficial  Owner
of 15% or more of the  Common  Shares  of the  Company  then  outstanding  shall
nevertheless  be  deemed  to  be  an  "Acquiring  Person."  Notwithstanding  the
foregoing,  if the Board of  Directors of the Company  determines  in good faith
that a Person who would otherwise be an "Acquiring  Person," as defined pursuant
to the foregoing  provisions of this paragraph,  has become such  inadvertently,
and such Person divests as promptly as practicable  (and in any event within ten
business days after  notification by the Company) a sufficient  number of Common
Shares so that such Person  would no longer be an Acquiring  Person,  as defined
pursuant to the foregoing  provisions of this paragraph,  then such Person shall
not be deemed to be an "Acquiring Person" for any purposes of this Agreement.   

  b. Section  7(a)  of the  Rights  Agreement  is  hereby  amended  by  deleting
     subsections 7(a)(i),  7(a)(ii), and 7(a)(iii) and inserting in lieu thereof
the following:                                                        

    (i) the close of business on the tenth  anniversary of the effective date of
  this  Agreement  (the  "Final  Expiration  Date"),  (ii) the time at which the
  Rights are redeemed as provided in Section 23 hereof (the "Redemption  Date"),
  (iii)  the time  immediately  prior  to the  Effective  Time (as such  term is
  defined in that certain Agreement and Plan of Merger dated as of May 26, 1998,
  among the Company,  Acxiom  Corporation  and ACX  Acquisition  Co.,  Inc. (the
  earliest  to occur of (i),  (ii) and (iii)  being  herein  referred  to as the
  "Expiration  Date"),  and (iv) the time at which such Rights are  exchanged as
provided in Section 24 hereof.                                              

3. Miscellaneous.                                                           

  a. The term  "Agreement"  as used in the Rights  Agreement  shall be deemed to
refer to the Rights Agreement as amended hereby.                      

  b. The  foregoing  amendment  shall be  effective  as of the date first  above
     written, and, except as set forth herein, the Rights Agreement shall remain
in full force and effect and shall be otherwise unaffected hereby.    

  c. This Amendment may be executed in two or more  counterparts,  each of which
     shall  be  deemed  to be an  original,  but all for  which  together  shall
constitute one and the same instrument.                               

  d. This Amendment  shall be deemed to be a contract made under the laws of the
     State of Delaware and for all purposes  shall be governed by and  construed
     in  accordance  with the laws of such State  applicable  to contracts to be
made and performed entirely within such State.                        

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  IN WITNESS  WHEREOF,  the parties hereto have caused this Amendment Number One
to be  duly  executed  and  attested,  all as of the day and  year  first  above
written.                                                                        

Attest:                                   MAY & SPEH, INC.                      

By: _________________________________     By: _________________________________ 
Name: Andy V. Jonusaitis                  Name: Peter I. Mason              
Title: Secretary                          Title: Chairman, President and CEO

Attest:                                   HARRIS TRUST AND SAVINGS BANK         

By: _________________________________     By: _________________________________ 
Name: Susan M. Schadel                    Name: Palmer Haffner              
Title: Assistant Vice President           Title: Vice President             

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                                                                     EXHIBIT C

FORM OF AFFILIATE LETTER FOR AFFILIATES OF THE COMPANY  

Acxiom Corporation                                                              
301 Industrial Boulevard                                                        
Conway, AR 72032                                                                

Ladies and Gentlemen:                                                           

  I have been  advised  that as of the date of this letter I may be deemed to be
an "affiliate" of May & Speh, Inc., a Delaware  corporation (the "Company"),  as
the term  "affiliate"  is (i) defined for purposes of paragraphs  (c) and (d) of
Rule 145 of the rules and  regulations  (the  "Rules  and  Regulations")  of the
Securities and Exchange Commission (the "SEC") under the Securities Act of 1933,
as amended  (the  "Securities  Act"),  and/or  (ii) used in and for  purposes of
Accounting Series Releases No. 130 and No. 135, as amended, of the SEC. Pursuant
to the terms of the Agreement and Plan of Merger,  dated as of May 26, 1998 (the
"Merger   Agreement"),   among  Acxiom  Corporation,   a  Delaware   corporation
("Parent"),  ACX  Acquisition  Co.,  a  Delaware  corporation  ("Sub"),  and the
Company,  (i) Sub will be merged  with and into the  Company,  with the  Company
continuing as the surviving  corporation  (the "Merger"),  (ii) the Company will
become a subsidiary of Parent, and (iii) stockholders of the Company will become
stockholders of Parent. Capitalized terms used in this letter without definition
shall have the meanings assigned to them in the Merger Agreement.               

  As a result of the Merger,  I may receive  shares of common  stock,  par value
$.10 per share,  of Parent (the "Parent  Common  Stock").  I would  receive such
Parent  Common  Stock in  exchange  for shares (or upon  exercise of options for
shares) owned by me of common stock,  par value $0.01 per share,  of the Company
(the "Company Common Stock").                                                   

  1. I hereby  represent  and warrant to, and  covenant  with Parent that in the
event I receive any shares of Parent Common Stock as a result of the Merger:    

    A. I shall not make any offer, sale,  pledge,  transfer or other disposition
  of shares of Parent  Common Stock in violation  of the  Securities  Act or the
Rules and Regulations.                                                      

    B. I have carefully read this letter and the Merger  Agreement and discussed
  the  requirements of such documents and other  applicable  limitations upon my
  ability to sell,  transfer  or  otherwise  dispose of shares of Parent  Common
  Stock,  to the extent I felt  necessary,  with my  counsel or counsel  for the
Company.                                                                    

    C. I have been advised that the issuance of shares of Parent Common Stock to
  me  pursuant  to the  Merger  has  been  registered  with  the SEC  under  the
  Securities Act on a Registration  Statement on Form S-4. However,  I have also
  been advised  that,  because at the time the Merger is submitted for a vote of
  the stockholders of the Company, (a) I may be deemed to be an affiliate of the
  Company and (b) the  distribution  by me of shares of Parent  Common Stock has
  not been  registered  under the Act,  I may not sell,  transfer  or  otherwise
  dispose of the shares of Parent Common Stock issued to me in the Merger unless
  (i) such sale,  transfer or other  disposition is made in conformity  with the
  volume  and other  limitations  of Rule 145  promulgated  by the SEC under the
  Securities  Act,  (ii)  such  sale,  transfer  or other  disposition  has been
  registered  under  the  Securities  Act or (iii)  in the  opinion  of  counsel
  reasonably  acceptable  to Parent,  or a "no  action"  letter  obtained by the
  undersigned from the staff of the SEC such sale, transfer or other disposition
is otherwise exempt from registration under the Securities Act.             

    D. I  understand  that Parent is under no  obligation  to register the sale,
  transfer or other  disposition  of Parent  Common  Stock by me or on my behalf
  under the Act or,  except as provided  in  paragraph  2(A) below,  to take any
  other action necessary in order to make compliance with an exemption from such
registration available.                                                     

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    E. I also  understand that stop transfer  instructions  will be given to the
  Company's  transfer  Agent  with  respect to shares of  Company  Common  Stock
  currently held by me and to Parent's  transfer Agent with respect to shares of
  Parent  Common Stock  issued to me in the Merger,  and there will be placed on
  the  certificates  for such shares of Parent Common Stock, a legend stating in
substance:                                                                  

      "THE SHARES  REPRESENTED BY THIS  CERTIFICATE WERE ISSUED IN A TRANSACTION
    TO WHICH RULE 145 PROMULGATED UNDER THE SECURITIES ACT OF 1933 APPLIES.  THE
    SHARES REPRESENTED BY THIS CERTIFICATE MAY ONLY BE TRANSFERRED IN ACCORDANCE
    WITH THE TERMS OF AN  AGREEMENT  DATED  MAY , 1998  BETWEEN  THE  REGISTERED
    HOLDER HEREOF AND ACXIOM  CORPORATION,  A COPY OF WHICH AGREEMENT IS ON FILE
AT THE PRINCIPAL OFFICES OF ACXIOM CORPORATION."                        

    F. I also  understand  that unless a sale or transfer is made in  conformity
  with the  provisions  of Rule 145, or pursuant  to a  registration  statement,
  Parent  reserves  the right to put the  following  legend on the  certificates
issued to my transferee:                                                    

      "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
    THE SECURITIES ACT OF 1933 AND WERE ACQUIRED FROM A PERSON WHO RECEIVED SUCH
    SHARES IN A TRANSACTION TO WHICH RULE 145  PROMULGATED  UNDER THE SECURITIES
    ACT OF 1933 APPLIES.  THE SHARES HAVE BEEN ACQUIRED BY THE HOLDER NOT WITH A
    VIEW TO, OR FOR RESALE IN CONNECTION WITH, ANY  DISTRIBUTION  THEREOF WITHIN
    THE MEANING OF THE  SECURITIES  ACT OF 1933 AND MAY NOT BE SOLD,  PLEDGED OR
    OTHERWISE  TRANSFERRED  EXCEPT  IN  ACCORDANCE  WITH AN  EXEMPTION  FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933."               

    G. I further  represent  to, and covenant  with Parent that I will not sell,
  transfer or otherwise dispose of or reduce my risk (as contemplated by the SEC
  Accounting  Series  Release No. 135) with respect to shares of Company  Common
  Stock  that I may hold and,  furthermore,  that I will not sell,  transfer  or
  otherwise  dispose  of or reduce my risk (as  contemplated  by SEC  Accounting
  Series  Release No.  135) with  respect to the shares of Parent  Common  Stock
  received  by me in the  Merger or any other  shares  of the  capital  stock of
  Parent during the 30 days prior to the Effective Time until after such time as
  results  covering at least 30 days of continued  operations  of Parent and the
  Company  have been  published by Parent,  in the form of a quarterly  earnings
  report,  an effective  registration  statement filed with the SEC, a report to
  the SEC on Form 10-K,  10-Q or 8-K, or any other public filing or announcement
  which  includes the combined  results of  operations of Parent and the Company
  (the period  commencing 30 days prior to the Effective  Time and ending on the
  date of the  publication of the post-Merger  financial  results is referred to
  herein as the "Pooling  Period").  Parent shall notify the "affiliates" of the
  publication of such results.  Notwithstanding the foregoing, I understand that
  during the Pooling  Period I will be permitted to sell,  transfer or otherwise
  dispose of or reduce my risk with respect to an amount of Parent  Common Stock
  and Company Common Stock not more than the de minimus amount  permitted by the
  SEC in its rules and  releases  relating  to pooling of  interests  accounting
  treatment and in accordance  with Rule  145(d)(i)  under the  Securities  Act,
subject to providing advance written notice to Parent.                      

    H. Execution of this letter should not be considered an admission on my part
  that I am an "affiliate" of the Company as described in the first paragraph of
  this  letter,  nor as a waiver of any rights I may have to object to any claim
that I am such an affiliate on or after the date of this letter.            

  2. By Parent's  acceptance  of this letter,  Parent  hereby  agrees with me as
follows:                                                                        

    A.  For so long as and to the  extent  necessary  to  permit  me to sell the
  shares  of  Parent  Common  Stock  pursuant  to Rule  145 and,  to the  extent
  applicable,  Rule 144 under the Act,  Parent shall (a) use its reasonable best
  efforts to (i) file,  on a timely  basis,  all reports and data required to be
  filed with the SEC by it pursuant to Section 13 of the Securities Exchange Act
  of 1934, as amended and (ii) furnish to me upon request a written statement as
  to whether Parent has complied with such reporting  requirements during the 12
months                                                                      

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  preceding  any proposed  sale of the shares of Parent Common Stock by me under
  Rule 145, and (b)  otherwise use its  reasonable  efforts to permit such sales
pursuant to Rule 145 and Rule 144.                                          

    B. It is understood and agreed that  certificates with the legends set forth
  in paragraphs E and F above will be  substituted  by delivery of  certificates
  without  such  legend if (i) one year  shall  have  elapsed  from the date the
  undersigned  acquired the shares of Parent Common Stock received in the Merger
  and the provisions of Rule  145(d)(2) are then  available to the  undersigned,
  (ii) two years shall have elapsed from the date the  undersigned  acquired the
  shares of Parent  Common Stock  received in the Merger and the  provisions  of
  Rule  145(d)(3) are then  applicable to the  undersigned,  or (iii) Parent has
  received  either an opinion of counsel,  which  opinion  and counsel  shall be
  reasonably  satisfactory  to Parent,  or a "no-action"  letter obtained by the
  undersigned  from the staff of the SEC,  to the effect  that the  restrictions
  imposed  by Rule  144 and  Rule  145  under  the Act no  longer  apply  to the
undersigned.                                                                

                     Very truly yours,

                                         -------------------------------------
         Name:

Agreed and accepted this   day of                                               
, 1998, by                                                              

ACXIOM CORPORATION                                                              

By: _________________________________                                           
Name:                                                                       
Title:                                                                      

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                                                                     EXHIBIT D

FORM OF AFFILIATE LETTER FOR AFFILIATES OF PARENT 

Acxiom Corporation                                                              
301 Industrial Boulevard                                                        
Conway, AR 72032                                                                

Ladies and Gentlemen:                                                           

  I have been  advised  that as of the date of this letter I may be deemed to be
an "affiliate" of Acxiom Corporation,  a Delaware corporation ("Parent"), as the
term  "affiliate" is defined for purposes of Accounting  Series Releases No. 130
and No. 135, as amended,  of the Securities and Exchange Commission (the "SEC").
Pursuant to the terms of the Agreement  and Plan of Merger,  dated as of May 26,
1998 (the "Merger  Agreement"),  among May & Speh, Inc., a Delaware  corporation
(the  "Company"),  ACX  Acquisition  Co., a Delaware  corporation  ("Sub"),  and
Parent,  (i) Sub will be  merged  with and into the  Company,  with the  Company
continuing as the Surviving  Corporation  (the "Merger"),  (ii) the Company will
become a subsidiary of Parent, and (iii) stockholders of the Company will become
stockholders of Parent.                                                         

  I hereby represent to, and covenant with Parent that I will not sell, transfer
or otherwise dispose of or reduce my risk (as contemplated by the SEC Accounting
Series  Release No. 135) with respect to any shares of common  stock,  par value
$.10 per share,  of Parent  (the  "Parent  Common  Stock")  that I may hold and,
furthermore, that I will not sell, transfer or otherwise dispose of or reduce my
risk (as contemplated by the SEC Accounting Series Release No. 135) with respect
to any  shares of common  stock,  par value  $0.01  per  share,  of the  Company
("Company  Common  Stock")  that I may  hold  during  the 30 days  prior  to the
Effective  Time (as  defined in the Merger  Agreement)  until after such time as
results  covering  at least 30 days of  combined  operations  of Parent  and the
Company  have been  published  by Parent,  in the form of a  quarterly  earnings
report, an effective  registration statement filed with the SEC, a report to the
SEC on Form 10-K, 10-Q or 8-K, or any other public filing or announcement  which
includes  the  combined  results of  operations  of Parent and the Company  (the
period  commencing 30 days prior to the Effective Time and ending on the date of
the  publication of the post-Merger  financial  results is referred to herein as
the "Pooling Period"). Parent shall notify the "affiliates"of the publication of
such  results.  Notwithstanding  the  foregoing,  I  understand  that during the
Pooling Period I will be permitted to sell,  transfer or otherwise dispose of or
reduce my risk with  respect  to an amount of Parent  Common  Stock and  Company
Common  Stock not more than the de minimus  amount  permitted  by the SEC in its
rules and  releases  relating  to pooling  of  interests  accounting  treatment,
subject to providing advance written notice to Parent.                          

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  Execution of this letter should not be considered an admission on my part that
I am an  "affiliate"  of Parent as  described  in the  first  paragraph  of this
letter,  nor as a waiver of any  rights I may have to object to any claim that I
am such an affiliate on or after the date of this letter.                       

                     Very truly yours,

                                         -------------------------------------
         Name:

Agreed and accepted this   day of                                               
, 1998, by                                                              

ACXIOM CORPORATION                                                              

By: _________________________________                                           
Name:                                                                       
Title:                                                                      

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                                                                       ANNEX B

STOCK OPTION AGREEMENT  

  STOCK OPTION AGREEMENT,  dated as of May 26, 1998 (the  "Agreement"),  between
MAY & SPEH, INC., a Delaware corporation ("Issuer"),  and Acxiom Corporation,  a
Delaware corporation ("Grantee").                                               

RECITALS  

  A. Issuer and Grantee have entered into an Agreement and Plan of Merger, dated
as of the date  hereof  (the  "Merger  Agreement";  defined  terms  used but not
defined herein have the meanings set forth in the Merger  Agreement),  providing
for, among other things,  the merger of Sub with and into Issuer pursuant to the
terms of the Merger; and                                                        

  B. As a condition and  inducement to Grantee's  willingness  to enter into the
Merger  Agreement,  Grantee  has  requested  that Issuer  agree,  and Issuer has
agreed, to grant Grantee the Option (as defined below).                         

  NOW,  THEREFORE,   in  consideration  of  the  foregoing  and  the  respective
representations,  warranties,  covenants and agreements set forth herein, Issuer
and Grantee agree as follows:                                                   

  1. Grant of  Option.  Subject to the terms and  conditions  set forth  herein,
Issuer hereby grants to Grantee an irrevocable option (the "Option") to purchase
up to 19.9% of the number of shares (the "Option  Shares") of common stock,  par
value $0.01 per share ("Issuer Common Stock"),  of Issuer issued and outstanding
immediately  prior to the grant of the Option at a purchase  price of $14.96 (as
adjusted as set forth herein) per Option Share (the "Purchase Price").          

  2.  Exercise of Option.  (a) Grantee may exercise the Option,  with respect to
any or all of the Option  Shares at any one time,  subject to the  provisions of
Section 2(c),  upon the  occurrence  of a Purchase  Event (as defined in Section
7(c)),  except that (i) subject to the last sentence of this Section  2(a),  the
Option will terminate and be of no further force and effect upon the earliest to
occur  of (A) the  Effective  Time,  (B) six  months  after  the date on which a
Purchase Event (as defined  herein)  occurs,  and (C)  termination of the Merger
Agreement in  accordance  with its terms prior to the  occurrence  of a Purchase
Event,  unless,  in the case of clause (C), the Grantee has the right to receive
the Company  Termination Fee following such  termination  upon the occurrence of
certain  events,  in which case the Option will not terminate until the later of
(x) six months  following the time such Company  Termination Fee becomes payable
and (y) the  expiration  of the  period in which the  Grantee  has such right to
receive the Company Termination Fee, and (ii) any purchase of Option Shares upon
exercise  of the Option will be subject to  compliance  with the HSR Act and the
obtaining  or  making  of any  consents,  approvals,  orders,  notifications  or
authorizations,  the  failure of which to have  obtained  or made would have the
effect  of making  the  issuance  of  Option  Shares  illegal  (the  "Regulatory
Approvals")  and no  preliminary  or permanent  injunction or other order by any
court of  competent  jurisdiction  prohibiting  or  otherwise  restraining  such
issuance  shall be in effect.  Notwithstanding  the  termination  of the Option,
Grantee will be entitled to purchase the Option  Shares if it has  exercised the
Option in  accordance  with the terms  hereof  prior to the  termination  of the
Option,  and the termination of the Option will not affect any rights  hereunder
which  by  their  terms  do not  terminate  or  expire  prior  to or as of  such
termination.                                                                    

    (b) In the event that Grantee wishes to exercise the Option, it will send to
  Issuer a written notice (an "Exercise Notice";  the date of which being herein
  referred to as the "Notice  Date") to that effect which  Exercise  Notice also
  specifies  the number of Option  Shares,  if any,  Grantee  wishes to purchase
  pursuant to this  Section  2(b),  the number of Option  Shares,  if any,  with
  respect to which  Grantee  wishes to exercise its  Cash-Out  Right (as defined
  herein)  pursuant to Section 7(c),  the  denominations  of the  certificate or
  certificates  evidencing  the Option Shares which  Grantee  wishes to purchase
  pursuant to this Section 2(b) and a date not earlier than 20 business days nor
  later than 30  business  days from the Notice Date for the closing (an "Option
  Closing") of such purchase (an "Option Closing Date"). Any Option Closing will
  be at an  agreed  location  and time in New York,  New York on the  applicable
  Option  Closing Date or at such later date as may be necessary so as to comply
with clause (ii) of Section 2(a).                                           

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    (c) Notwithstanding  anything to the contrary contained herein, any exercise
  of the Option and  purchase of Option  Shares  shall be subject to  compliance
  with applicable laws and  regulations,  which may prohibit the purchase of all
  the Option Shares  specified in the Exercise Notice without first obtaining or
  making certain Regulatory Approvals. In such event, if the Option is otherwise
  exercisable  and  Grantee  wishes to exercise  the  Option,  the Option may be
  exercised  in  accordance  with  Section  2(b) and Grantee  shall  acquire the
  maximum number of Option Shares  specified in the Exercise Notice that Grantee
  is then permitted to acquire under the applicable laws and regulations, and if
  Grantee thereafter  obtains the Regulatory  Approvals to acquire the remaining
  balance of the Option Shares  specified in the Exercise  Notice,  then Grantee
  shall be entitled to acquire such remaining balance.  Issuer agrees to use its
  reasonable best efforts to assist Grantee in seeking the Regulatory Approvals.

  In the event (i) Grantee receives  official notice that a Regulatory  Approval
required for the purchase of any Option  Shares will not be issued or granted or
(ii) such  Regulatory  Approval has not been issued or granted within six months
of the date of the Exercise Notice, Grantee shall have the right to exercise its
Cash-Out Right (as defined herein)  pursuant to Section 7(c) with respect to the
Option Shares for which such  Regulatory  Approval will not be issued or granted
or has not been issued or granted.                                              

  3. Payment and Delivery of  Certificates.  (a) At any Option Closing,  Grantee
will  pay to  Issuer  in same  day  funds  by wire  transfer  to a bank  account
designated in writing by Issuer an amount equal to the Purchase Price multiplied
by the number of Option Shares to be purchased at such Option Closing.          

    (b) At any Option  Closing,  simultaneously  with the  delivery  of same day
  funds  as  provided  in  Section  3(a),  Issuer  will  deliver  to  Grantee  a
  certificate or certificates  representing the Option Shares to be purchased at
  such Option Closing,  which Option Shares will be free and clear of all liens,
  claims,  charges and  encumbrances of any kind  whatsoever.  If at the time of
  issuance of Option  Shares  pursuant  to an exercise of the Option  hereunder,
  Issuer  shall  not have  issued  any  securities  similar  to  rights  under a
  shareholder  rights  plan,  then each  Option  Share  issued  pursuant to such
  exercise  will  also   represent  such  a   corresponding   right  with  terms
  substantially the same as and at least as favorable to Grantee as are provided
  under any Issuer shareholder rights agreement or any similar agreement then in
effect.                                                                     

    (c)  Certificates  for the Option Shares delivered at an Option Closing will
  have  typed  or  printed   thereon  a  restrictive   legend  which  will  read
substantially as follows:                                                   

    "THE  SECURITIES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN REGISTERED
    UNDER THE  SECURITIES  ACT OF 1993,  AND MAY BE  OFFERED,  SOLD,  PLEDGED OR
    OTHERWISE  TRANSFERRED  ONLY IF SO REGISTERED OR IF ANY EXEMPTION  FROM SUCH
    REGISTRATION  IS AVAILABLE.  SUCH  SECURITIES ARE ALSO SUBJECT TO ADDITIONAL
    RESTRICTIONS ON TRANSFER AS SET FORTH IN THE STOCK OPTION  AGREEMENT,  DATED
    AS OF MAY 26,  1998, A COPY OF WHICH MAY BE OBTAINED  FROM THE  SECRETARY OF
MAY & SPEH, INC. AT ITS PRINCIPAL EXECUTIVE OFFICES."                   

    It is understood and agreed that (i) the reference to  restrictions  arising
  under the  Securities  Act in the above  legend will be removed by delivery of
  substitute  certificate(s)  without such  reference if such Option Shares have
  been  sold  in  compliance  with  the  registration  and  prospectus  delivery
  requirements  of the  Securities  Act,  such  Option  Shares have been sold in
  reliance  on and in  accordance  with  Rule 144 under  the  Securities  Act or
  Grantee has  delivered to Issuer a copy of a letter from the staff of the SEC,
  or an  opinion of counsel in form and  substance  reasonably  satisfactory  to
  Issuer and its  counsel,  to the effect that such legend is not  required  for
  purposes of the Securities Act and (ii) the reference to restrictions pursuant
  to  this  Agreement  in the  above  legend  will be  removed  by  delivery  of
  substitute   certificate(s)  without  such  reference  if  the  Option  Shares
  evidenced  by  certificate(s)  containing  such  reference  have  been sold or
  transferred  in  compliance  with  the  provisions  of  this  Agreement  under
circumstances that do not require the retention of such reference.          

B-2 

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  4.   Incorporation   of   Representations   and  Warranties  of  Issuer.   The
representations  and  warranties of Issuer  contained in Article V of the Merger
Agreement are hereby  incorporated  by reference  herein with the same force and
effect as though made pursuant to this Agreement.                               

  5.  Representations  and  Warranties of Issuer.  Issuer hereby  represents and
warrants to Grantee as follows:                                                 

    (a) Corporate Authorization. Issuer has the corporate power and authority to
  enter into this  Agreement  and to carry out its  obligations  hereunder.  The
  execution  and  delivery  of  this  Agreement  and  the  consummation  of  the
  transactions  contemplated hereby have been duly and validly authorized by the
  Board of Directors of Issuer,  and no other corporate  proceedings on the part
  of Issuer are  necessary  to authorize  this  Agreement  and the  transactions
  contemplated  hereby.  This  Agreement has been duly and validly  executed and
  delivered  by Issuer,  and assuming  this  Agreement  constitutes  a valid and
  binding agreement of Grantee,  this Agreement  constitutes a valid and binding
  agreement of Issuer,  enforceable  against Issuer in accordance with its terms
  (except  insofar as  enforceability  may be limited by applicable  bankruptcy,
  insolvency,  reorganization,  moratorium or similar laws affecting  creditors'
  rights  generally,  or by principles  governing the  availability of equitable
remedies).                                                                  

    (b)  Authorized  Stock.  Issuer has taken all necessary  corporate and other
  action to authorize and reserve and,  subject to the expiration or termination
  of any required waiting period under the HSR Act, to permit it to issue,  and,
  at all times from the date  hereof  until the  obligation  to  deliver  Option
  Shares upon the  exercise of the Option  terminates,  shall have  reserved for
  issuance, upon exercise of the Option, shares of Issuer Common Stock necessary
  for  Grantee  to  exercise  the  Option,  and Issuer  will take all  necessary
  corporate  action to authorize and reserve for issuance all additional  shares
  of Issuer  Common Stock or other  securities  which may be issued  pursuant to
  Section 7 upon exercise of the Option. The shares of Issuer Common Stock to be
  issued upon due exercise of the Option,  including  all  additional  shares of
  Issuer Common Stock or other securities which may be issuable upon exercise of
  the Option or any other  securities which may be issued pursuant to Section 7,
  upon issuance pursuant hereto, will be duly and validly issued, fully paid and
  nonassessable,  and will be  delivered  free and clear of all  liens,  claims,
  charges and encumbrances of any kind or nature  whatsoever,  including without
limitation any preemptive rights of any stockholder of Issuer.              

  6.  Representations  and Warranties of Grantee.  Grantee hereby represents and
warrants to Issuer that:                                                        

    (a) Corporate  Authorization.  Grantee has the corporate power and authority
  to enter into this Agreement and to carry out its obligations  hereunder.  The
  execution  and  delivery  of  this  Agreement  and  the  consummation  of  the
  transactions  contemplated hereby have been duly and validly authorized by the
  Board of Directors of Grantee, and no other corporate  proceedings on the part
  of Grantee are  necessary to authorize  this  Agreement  and the  transactions
  contemplated  hereby.  This  Agreement has been duly and validly  executed and
  delivered by Grantee,  and assuming  this  Agreement  constitutes  a valid and
  binding  agreement of Issuer,  this Agreement  constitutes a valid and binding
  agreement of Grantee, enforceable against Grantee in accordance with its terms
  (except  insofar as  enforceability  may be limited by applicable  bankruptcy,
  insolvency,  reorganization,  moratorium or similar laws affecting  creditors'
  rights  generally,  or by principles  governing the  availability of equitable
remedies).                                                                  

    (b) Purchase Not For  Distribution.  Any Option  Shares or other  securities
  acquired by Grantee upon exercise of the Option will not be, and the Option is
  not being, acquired by Grantee with a view to the public distribution thereof.
  Neither the Option nor any of the Option Shares will be offered, sold, pledged
  or  otherwise  transferred  except  in  compliance  with,  or  pursuant  to an
exemption from, the registration requirements of the Securities Act.        

  7.  Adjustment  upon Changes in  Capitalization,  Etc. (a) In the event of any
changes in Issuer  Common  Stock by reason of a stock  dividend,  reverse  stock
split,  merger,  recapitalization,  combination,  exchange of shares, or similar
transaction,  the type and number of shares or securities subject to the Option,
and the Purchase  Price  therefor,  will be adjusted  appropriately,  and proper
provision will be made in the agreements  governing  such  transaction,  so that
Grantee will receive upon  exercise of the Option the number and class of shares
or                                                                              

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other  securities  or property  that Grantee would have received with respect to
Issuer Common Stock if the Option had been exercised  immediately  prior to such
event or the record date therefor, as applicable.                               

    (b) Without limiting the parties'  relative rights and obligations under the
  Merger Agreement, in the event that the Issuer enters into an agreement (i) to
  consolidate  with or merge into any person,  other than  Grantee or one of its
  subsidiaries,  and Issuer will not be the continuing or surviving  corporation
  in such consolidation or merger, (ii) to permit any person, other than Grantee
  or one of its  subsidiaries,  to merge  into  Issuer  and  Issuer  will be the
  continuing or surviving  corporation,  but in connection with such merger, the
  shares  of  Issuer  Common  Stock   outstanding   immediately   prior  to  the
  consummation  of such merger will be changed  into or  exchanged  for stock or
  other  securities of Issuer or any other person or cash or any other property,
  or the shares of Issuer  Common  Stock  outstanding  immediately  prior to the
  consummation of such merger will, after such merger represent less than 50% of
  the outstanding  voting securities of the merged company,  or (iii) to sell or
  otherwise transfer all or substantially all of its assets to any person, other
  than  Grantee or one of its  subsidiaries,  then,  and in each such case,  the
  agreement  governing such  transaction  will make proper provision so that the
  Option will, upon the  consummation of any such transaction and upon the terms
  and condition set forth herein, be converted into, or exchanged for, an option
  with identical terms appropriately adjusted to acquire the number and class of
  shares or other  securities  or property  that Grantee  would have received in
  respect of Issuer  Common Stock if the Option had been  exercised  immediately
  prior to such  consolidation,  merger,  sale, or transfer,  or the record date
therefor, as applicable and make any other necessary adjustments.           

    (c) If, at any time during the period  commencing  on the  occurrence  of an
  event  as a result  of which  Grantee  is  entitled  to  receive  the  Company
  Termination  Fee  pursuant  to  Section  7.12  of the  Merger  Agreement  (the
  "Purchase  Event") and ending on the  termination  of the Option in accordance
  with  Section  2,  Grantee  sends to  Issuer  an  Exercise  Notice  indicating
  Grantee's  election to exercise its right (the  "Cash-Out-Right")  pursuant to
  this Section  7(c),  then Issuer shall pay to Grantee,  on the Option  Closing
  Date,  in exchange  for the  cancellation  of the Option with  respect to such
  number of Option Shares as Grantee specifies in the Exercise Notice, an amount
  in cash equal to such number of Option  Shares  multiplied  by the  difference
  between (i) the average  closing  price for the 10 trading days  commencing on
  the 12th Nasdaq trading day  immediately  preceding the Notice Date, per share
  of Issuer Common Stock as reported on the Nasdaq  National  Market (or, if not
  listed on the Nasdaq, as reported on any other national securities exchange or
  national  securities  quotation  system on which the  Issuer  Common  Stock is
  listed or quoted, as reported in The Wall Street Journal (Northeast  edition),
  or, if not reported  thereby,  any other  authoritative  source) (the "Closing
  Price") and (ii) the Purchase Price,  except that in no event shall the Issuer
  be  required to pay to the Grantee  pursuant  to this  Section  7(c) an amount
  exceeding  the  product  of (x)  $2.00 and (y) such  number of Option  Shares.
  Notwithstanding  the  termination  of the Option,  Grantee will be entitled to
  exercise its rights under this Section 7(c) if it has exercised such rights in
accordance with the terms hereof prior to the termination of the Option.    

  8.  Repurchase  Option.  In the  event  that  Grantee  notifies  Issuer of its
intention to exercise the Option  pursuant to Section  2(a),  Issuer may require
Grantee  upon the  delivery  to  Grantee  of  written  notice  during the period
beginning  on the Notice  Date and  ending two days prior to the Option  Closing
Date, to sell to Issuer the Option Shares  acquired by Grantee  pursuant to such
exercise of the Option at a purchase  price per share for such sale equal to the
Purchase  Price plus  $2.00.  The  Closing of any  repurchase  of Option  Shares
pursuant to this Section 8 shall take place immediately  following  consummation
of the sale of the Option  Shares to Grantee on the Option  Closing  Date at the
location and time agreed upon with respect to such Option Closing Date.         

9. Registration Rights.                                                     

  (a) Grantee may by written notice (a "Registration  Notice") to Issuer request
Issuer to register under the Securities Act all or any part of the Option Shares
or  other   securities   acquired  by  Grantee   pursuant   to  this   Agreement
(collectively,  the  "Registrable  Securities")  in order to permit  the sale or
other  disposition of such  securities  pursuant to a bona fide, firm commitment
underwritten  public offering in which Grantee and the underwriters shall effect
as  wide  a  distribution  of  such  Registrable  Securities  as  is  reasonably
practicable and                                                                 

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shall use  reasonable  efforts  to prevent  any person or group from  purchasing
through such offering shares  representing  more than 3% of the shares of Issuer
Common Stock then outstanding on a fully-diluted basis; provided,  however, that
any such Registration Notice must relate to a number of shares equal to at least
2% of the shares of Issuer  Common  Stock then  outstanding  on a  fully-diluted
basis and that any rights to require registration hereunder shall terminate with
respect  to any  shares  that may be sold  pursuant  to Rule  144(k)  under  the
Securities Act.                                                                 

  (b)  Issuer  shall use  reasonable  best  efforts to effect,  as  promptly  as
practicable,  the  registration  under  the  Securities  Act of the  Registrable
Securities  requested to be registered  in the  Registration  Notice;  provided,
however, that (i) Grantee shall not be entitled to more than an aggregate of two
effective registration statements hereunder and (ii) Issuer will not be required
to file any such registration statement during any period of time (not to exceed
40 days after a  Registration  Notice in the case of clause (A) below or 90 days
after a  Registration  Notice in the case of clauses (B) and (C) below) when (A)
Issuer is in possession of material  non-public  information which it reasonably
believes  would be  detrimental to be disclosed at such time and, based upon the
advice of outside securities  counsel to Issuer,  such information would have to
be disclosed if a  registration  statement  were filed at that time;  (B) Issuer
would  be  required  under  the  Securities  Act to  include  audited  financial
statements  for any period in such  registration  statement  and such  financial
statements are not yet available for inclusion in such  registration  statement;
or (C) Issuer  determines,  in its reasonable  judgment,  that such registration
would  interfere with any financing,  acquisition or other material  transaction
involving Issuer. If the consummation of the sale of any Registrable  Securities
pursuant to a  registration  hereunder  does not occur within 180 days after the
filing  with  the  SEC of  the  initial  registration  statement  therefor,  the
provisions   of  this  Section   shall  again  be  applicable  to  any  proposed
registration,  it being  understood  that Grantee  shall not be entitled to more
than an aggregate of two effective  registration  statements  hereunder.  Issuer
will use reasonable efforts to cause each such registration  statement to become
effective, to obtain all consents or waivers of other parties which are required
therefor,  and to keep such registration statement effective for such period not
in excess of 180 calendar days from the day such  registration  statement  first
becomes  effective as may be  reasonably  necessary to effect such sale or other
disposition.  Issuer shall use reasonable  best efforts to cause any Registrable
Securities  registered  pursuant to this Section to be qualified  for sale under
the securities or blue sky laws of such  jurisdictions as Grantee may reasonably
request and shall continue such  registration or qualification in effect in such
jurisdictions;  provided,  however, that Issuer shall not be required to qualify
to  do  business  in,  or  consent  to  general   service  of  process  in,  any
jurisdiction.                                                                   

  (c) If Issuer effects a registration under the Securities Act of Issuer Common
Stock for its own account or for any other stockholders of Issuer (other than on
Form S-4 or Form S-8, or any successor form), it will allow Grantee the right to
participate in such  registration,  and such  participation  will not affect the
obligation of Issuer to effect demand registration  statements for Grantee under
this  Section 9, except  that,  if the managing  underwriters  of such  offering
advise  Issuer in writing  that in their  opinion the number of shares of Issuer
Common Stock  requested to be included in such  registration  exceeds the number
which can be sold in such offering,  Issuer will include the shares requested to
be included  therein by Grantee pro rata with the shares intended to be included
therein by Issuer.                                                              

  (d) The  registration  rights  set forth in this  Section  are  subject to the
condition that Grantee shall provide Issuer with such  information  with respect
to Grantee Registrable  Securities,  the plan for distribution thereof, and such
other  information  with  respect to Grantee as, in the  reasonable  judgment of
counsel for Issuer,  is necessary to enable Issuer to include in a  registration
statement  all  material  facts  required  to be  disclosed  with  respect  to a
registration hereunder.                                                         

  (e) A  registration  effected under this Section shall be effected at Issuer's
expense,  except for  underwriting  discounts and  commissions  and the fees and
expenses of Grantee's counsel, and Issuer shall provide to the underwriters such
documentation (including certificates, opinions of counsel and "comfort" letters
from auditors) as are customary in connection with underwritten public offerings
and as  such  underwriters  may  reasonably  require.  In  connection  with  any
registration,  Grantee and Issuer agree to enter into an underwriting  agreement
reasonably  acceptable to each such party,  in form and substance  customary for
transactions of this type.                                                      

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  10. Transfers.  The Option Shares may not be sold, assigned,  transferred,  or
otherwise  disposed  of except  (i)  pursuant  to  Section 8 hereof,  (ii) in an
underwritten  public offering as provided in Section 9 or (iii) to any purchaser
or transferee  who would not, to the  knowledge of the Grantee after  reasonable
inquiry,  immediately  following  such sale,  assignment,  transfer  or disposal
beneficially  own more than  4.9% of the  then-outstanding  voting  power of the
Issuer, except that Grantee shall be permitted to sell any Option Shares if such
sale is made  pursuant to a tender or exchange  offer that has been  approved or
recommended  by a majority  of the members of the Board of  Directors  of Issuer
(which  majority  shall include a majority of directors who were directors as of
the date hereof).                                                               

  11.  Listing.  If Issuer  Common Stock or any other  securities to be acquired
upon exercise of the Option are then listed on the Nasdaq (or any other national
securities exchange or national securities  quotation system),  Issuer, upon the
request of Grantee,  will  promptly  file an  application  to list the shares of
Issuer  Common Stock or other  securities  to be acquired  upon  exercise of the
Option  on the  Nasdaq  (and any such  other  national  securities  exchange  or
national securities  quotation system) and will use reasonable efforts to obtain
approval of such listing as promptly as practicable.                            

  12.  Miscellaneous.  (a) Expenses.  Except as otherwise provided in the Merger
Agreement,  each of the parties hereto will pay all costs and expenses  incurred
by it or  on  its  behalf  in  connection  with  the  transactions  contemplated
hereunder,  including  fees  and  expenses  of its  own  financial  consultants,
investment bankers, accountants and counsel.                                    

  (b) Amendment.  This Agreement may not be amended,  except by an instrument in
writing signed on behalf of each of the parties.                                

  (c)  Extension;  Waiver.  Any  agreement  on the part of a party to waive  any
provision  of this  Agreement,  or to extend the time for  performance,  will be
valid only if set forth in an  instrument  in  writing  signed on behalf of such
party.  The failure of any party to this  Agreement  to assert any of its rights
under this Agreement or otherwise will not constitute a waiver of such rights.  

  (d) Entire Agreement; No Third-Party Beneficiaries. This Agreement, the Merger
Agreement  (including the documents and instruments attached thereto as exhibits
or  schedules  or delivered in  connection  therewith)  and the  Confidentiality
Agreement  (i)  constitute  the  entire  agreement,   and  supersede  all  prior
agreements and  understandings,  both written and oral, between the parties with
respect to the subject  matter of this  Agreement,  and (ii) are not intended to
confer upon any person other than the parties any rights or remedies.           

  (e)  Governing  Law.  This  Agreement  will be governed  by, and  construed in
accordance with, the laws of the State of Delaware,  regardless of the laws that
might otherwise govern under applicable principles of conflict of laws thereof. 

  (f) Notices. All notices,  requests, claims, demands, and other communications
under this  Agreement  must be in writing and will be deemed  given if delivered
personally,  telecopied  (which  is  confirmed),  or sent by  overnight  courier
(providing  proof of delivery) to the parties at the following  addresses (or at
such other address for a party as shall be specified by like notice):           

If to Issuer to:                                                            

May & Speh, Inc.                                                        
1501 Opus Place                                                         
Downers Grove, IL 60515                                                 
Fax: (630) 719-0525                                                     
Attention: Chief Executive Officer                                      

with a copy to:                                                             

Winston & Strawn                                                        
35 West Wacker Drive                                                    
Chicago, IL 60601                                                       
Fax: (312) 558-5700                                                     
Attention: Bruce A. Toth                                                

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If to Grantee to:                                                           

Acxiom Corporation                                                      
P.O. Box 2000                                                           
301 Industrial Boulevard                                                
Conway, AR 72033-2000                                                   
Fax: (501) 336-3913                                                     
Attention: President                                                    

with a copy to:                                                             

Skadden, Arps, Slate, Meagher & Flom LLP                                
919 Third Avenue                                                        
New York, New York 10022                                                
Attention: J. Michael Schell                                            
Telecopy: (212) 735-2000                                                

  (g)  Assignment.  Neither  this  Agreement,  the Option nor any of the rights,
interests,  or obligations under this Agreement may be assigned,  transferred or
delegated,  in whole or in part, by operation of law or otherwise,  by Issuer or
Grantee without the prior written consent of the other. Any assignment, transfer
or delegation in violation of the  preceding  sentence will be void.  Subject to
the first and second  sentences of this Section  12(g),  this  Agreement will be
binding upon,  inure to the benefit of, and be  enforceable  by, the parties and
their respective successors and assigns.                                        

  (h) Further Assurances. In the event of any exercise of the Option by Grantee,
Issuer and Grantee will execute and deliver all other  documents and instruments
and  take  all  other  action  that  may be  reasonably  necessary  in  order to
consummate the transactions provided for by such exercise.                      

  (i)  Enforcement.  The parties agree that  irreparable  damage would occur and
that the parties would not have any adequate remedy at law in the event that any
of the provisions of this Agreement were not performed in accordance  with their
specific terms or were  otherwise  breached.  It is accordingly  agreed that the
parties will be entitled to an injunction or injunctions to prevent  breaches of
this  Agreement  and to enforce  specifically  the terms and  provisions of this
Agreement in any Federal  court  located in the State of Delaware or in Delaware
state court,  the foregoing  being in addition to any other remedy to which they
are entitled at law or in equity.  In addition,  each of the parties  hereto (i)
consents to submit  itself to the  personal  jurisdiction  of any Federal  court
located in the State of  Delaware or any  Delaware  state court in the event any
dispute arises out of this Agreement or any of the transactions  contemplated by
this  Agreement,  (ii)  agrees  that it will not  attempt to deny or defeat such
personal  jurisdiction by motion or other request for leave from any such court,
and (iii) agrees that it will not bring any action relating to this Agreement or
any of the transactions contemplated by this Agreement in any court other than a
Federal court sitting in the State of Delaware or a Delaware state court.       

  IN WITNESS WHEREOF, Issuer and Grantee have caused this Agreement to be signed
by their  respective  officers  thereunto duly authorized as of the day and year
first written above.                                                            

                    May & Speh, Inc.

                                          /s/ Peter I. Mason
                                         By: _________________________________
                            Name: Peter I. Mason
                                          Title: Chairman, President and CEO

                      Acxiom Corporation

                                           /s/ Charles D. Morgan
                                         By: _________________________________
 Name: Charles D. Morgan
                        Title: President

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                                                                       ANNEX C

STOCK OPTION AGREEMENT  

  STOCK OPTION AGREEMENT,  dated as of May 26, 1998 (the  "Agreement"),  between
Acxiom Corporation,  a Delaware corporation ("Issuer"),  and May & Speh, Inc., a
Delaware corporation ("Grantee").                                               

RECITALS  

  A. Issuer and Grantee have entered into an Agreement and Plan of Merger, dated
as of the date  hereof  (the  "Merger  Agreement";  defined  terms  used but not
defined herein have the meanings set forth in the Merger  Agreement),  providing
for, among other things, the merger of Sub with and into Grantee pursuant to the
terms of the Merger; and                                                        

  B. As a condition and  inducement to Grantee's  willingness  to enter into the
Merger  Agreement,  Grantee  has  requested  that Issuer  agree,  and Issuer has
agreed, to grant Grantee the Option (as defined below).                         

  NOW,  THEREFORE,   in  consideration  of  the  foregoing  and  the  respective
representations,  warranties,  covenants and agreements set forth herein, Issuer
and Grantee agree as follows:                                                   

  1. Grant of  Option.  Subject to the terms and  conditions  set forth  herein,
Issuer hereby grants to Grantee an irrevocable option (the "Option") to purchase
up to 19.9% of the number of shares (the "Option  Shares") of common stock,  par
value $0.10 per share ("Issuer Common Stock"),  of Issuer issued and outstanding
immediately  prior to the grant of the Option at a purchase  price of $23.55 (as
adjusted as set forth herein) per Option Share (the "Purchase Price").          

  2.  Exercise of Option.  (a) Grantee may exercise the Option,  with respect to
any or all of the Option  Shares at any one time,  subject to the  provisions of
Section 2(c),  upon the  occurrence  of a Purchase  Event (as defined in Section
7(c)),  except that (i) subject to the last sentence of this Section  2(a),  the
Option will terminate and be of no further force and effect upon the earliest to
occur  of (A) the  Effective  Time,  (B) six  months  after  the date on which a
Purchase Event (as defined  herein)  occurs,  and (C)  termination of the Merger
Agreement in  accordance  with its terms prior to the  occurrence  of a Purchase
Event,  unless,  in the case of clause (C), the Grantee has the right to receive
the Parent  Termination  Fee following such  termination  upon the occurrence of
certain  events,  in which case the Option will not terminate until the later of
(x) six months  following the time such Parent  Termination  Fee becomes payable
and (y) the  expiration  of the  period in which the  Grantee  has such right to
receive a Parent  Termination  Fee, and (ii) any purchase of Option  Shares upon
exercise  of the Option will be subject to  compliance  with the HSR Act and the
obtaining  or  making  of any  consents,  approvals,  orders,  notifications  or
authorizations,  the  failure of which to have  obtained  or made would have the
effect  of making  the  issuance  of  Option  Shares  illegal  (the  "Regulatory
Approvals")  and no  preliminary  or permanent  injunction or other order by any
court of  competent  jurisdiction  prohibiting  or  otherwise  restraining  such
issuance  shall be in effect.  Notwithstanding  the  termination  of the Option,
Grantee will be entitled to purchase the Option  Shares if it has  exercised the
Option in  accordance  with the terms  hereof  prior to the  termination  of the
Option,  and the termination of the Option will not affect any rights  hereunder
which  by  their  terms  do not  terminate  or  expire  prior  to or as of  such
termination.                                                                    

    (b) In the event that Grantee wishes to exercise the Option, it will send to
  Issuer a written notice (an "Exercise Notice";  the date of which being herein
  referred to as the "Notice  Date") to that effect which  Exercise  Notice also
  specifies  the number of Option  Shares,  if any,  Grantee  wishes to purchase
  pursuant to this  Section  2(b),  the number of Option  Shares,  if any,  with
  respect to which  Grantee  wishes to exercise its  Cash-Out  Right (as defined
  herein)  pursuant to Section 7(c),  the  denominations  of the  certificate or
  certificates  evidencing  the Option Shares which  Grantee  wishes to purchase
  pursuant to this Section 2(b) and a date not earlier than 20 business days nor
  later than 30  business  days from the Notice Date for the closing (an "Option
  Closing") of such purchase (an "Option Closing Date"). Any Option Closing will
  be at an  agreed  location  and time in New York,  New York on the  applicable
  Option  Closing Date or at such later date as may be necessary so as to comply
with clause (ii) of Section 2(a).                                           

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    (c) Notwithstanding  anything to the contrary contained herein, any exercise
  of the Option and  purchase of Option  Shares  shall be subject to  compliance
  with applicable laws and  regulations,  which may prohibit the purchase of all
  the Option Shares  specified in the Exercise Notice without first obtaining or
  making certain Regulatory Approvals. In such event, if the Option is otherwise
  exercisable  and  Grantee  wishes to exercise  the  Option,  the Option may be
  exercised  in  accordance  with  Section  2(b) and Grantee  shall  acquire the
  maximum number of Option Shares  specified in the Exercise Notice that Grantee
  is then permitted to acquire under the applicable laws and regulations, and if
  Grantee thereafter  obtains the Regulatory  Approvals to acquire the remaining
  balance of the Option Shares  specified in the Exercise  Notice,  then Grantee
  shall be entitled to acquire such remaining balance.  Issuer agrees to use its
  reasonable best efforts to assist Grantee in seeking the Regulatory Approvals.

  In the event (i) Grantee receives  official notice that a Regulatory  Approval
required for the purchase of any Option  Shares will not be issued or granted or
(ii) such  Regulatory  Approval has not been issued or granted within six months
of the date of the Exercise Notice, Grantee shall have the right to exercise its
Cash-Out Right (as defined herein)  pursuant to Section 7(c) with respect to the
Option Shares for which such  Regulatory  Approval will not be issued or granted
or has not been issued or granted.                                              

  3. Payment and Delivery of  Certificates.  (a) At any Option Closing,  Grantee
will  pay to  Issuer  in same  day  funds  by wire  transfer  to a bank  account
designated in writing by Issuer an amount equal to the Purchase Price multiplied
by the number of Option Shares to be purchased at such Option Closing.          

    (b) At any Option  Closing,  simultaneously  with the  delivery  of same day
  funds  as  provided  in  Section  3(a),  Issuer  will  deliver  to  Grantee  a
  certificate or certificates  representing the Option Shares to be purchased at
  such Option Closing,  which Option Shares will be free and clear of all liens,
  claims,  charges and  encumbrances of any kind  whatsoever.  If at the time of
  issuance of Option  Shares  pursuant  to an exercise of the Option  hereunder,
  Issuer  shall  not have  issued  any  securities  similar  to  rights  under a
  shareholder  rights  plan,  then each  Option  Share  issued  pursuant to such
  exercise  will  also   represent  such  a   corresponding   right  with  terms
  substantially the same as and at least as favorable to Grantee as are provided
  under any Issuer shareholder rights agreement or any similar agreement then in
effect.                                                                     

    (c)  Certificates  for the Option Shares delivered at an Option Closing will
  have  typed  or  printed   thereon  a  restrictive   legend  which  will  read
substantially as follows:                                                   

    "THE  SECURITIES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN REGISTERED
  UNDER  THE  SECURITIES  ACT OF 1933,  AND MAY BE  OFFERED,  SOLD,  PLEDGED  OR
  OTHERWISE  TRANSFERRED  ONLY IF SO REGISTERED  OR IF ANY  EXEMPTION  FROM SUCH
  REGISTRATION  IS  AVAILABLE.  SUCH  SECURITIES  ARE ALSO SUBJECT TO ADDITIONAL
  RESTRICTIONS ON TRANSFER AS SET FORTH IN THE STOCK OPTION AGREEMENT,  DATED AS
  OF MAY 26, 1998, A COPY OF WHICH MAY BE OBTAINED  FROM THE SECRETARY OF AXCIOM
CORPORATION AT ITS PRINCIPAL EXECUTIVE OFFICES."                            

  It is  understood  and agreed that (i) the reference to  restrictions  arising
under the  Securities  Act in the above  legend  will be removed by  delivery of
substitute certificate(s) without such reference if such Option Shares have been
sold in compliance with the registration and prospectus delivery requirements of
the  Securities  Act,  such  Option  Shares have been sold in reliance on and in
accordance  with Rule 144 under the  Securities  Act or Grantee has delivered to
Issuer a copy of a letter from the staff of the SEC, or an opinion of counsel in
form and substance  reasonably  satisfactory  to Issuer and its counsel,  to the
effect that such legend is not required for purposes of the  Securities  Act and
(ii) the  reference  to  restrictions  pursuant to this  Agreement  in the above
legend will be removed by delivery of  substitute  certificate(s)  without  such
reference if the Option  Shares  evidenced  by  certificate(s)  containing  such
reference  have been sold or  transferred  in compliance  with the provisions of
this  Agreement  under  circumstances  that do not require the retention of such
reference.                                                                      

  4.   Incorporation   of   Representations   and  Warranties  of  Issuer.   The
representations  and  warranties of Issuer  contained in Article V of the Merger
Agreement are hereby  incorporated  by reference  herein with the same force and
effect as though made pursuant to this Agreement.                               

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  5.  Representations  and  Warranties of Issuer.  Issuer hereby  represents and
warrants to Grantee as follows:                                                 

    (a) Corporate Authorization. Issuer has the corporate power and authority to
  enter into this  Agreement  and to carry out its  obligations  hereunder.  The
  execution  and  delivery  of  this  Agreement  and  the  consummation  of  the
  transactions  contemplated hereby have been duly and validly authorized by the
  Board of Directors of Issuer,  and no other corporate  proceedings on the part
  of Issuer are  necessary  to authorize  this  Agreement  and the  transactions
  contemplated  hereby.  This  Agreement has been duly and validly  executed and
  delivered  by Issuer,  and assuming  this  Agreement  constitutes  a valid and
  binding agreement of Grantee,  this Agreement  constitutes a valid and binding
  agreement of Issuer,  enforceable  against Issuer in accordance with its terms
  (except  insofar as  enforceability  may be limited by applicable  bankruptcy,
  insolvency,  reorganization,  moratorium or similar laws affecting  creditors'
  rights  generally,  or by principles  governing the  availability of equitable
remedies).                                                                  

    (b)  Authorized  Stock.  Issuer has taken all necessary  corporate and other
  action to authorize and reserve and,  subject to the expiration or termination
  of any required waiting period under the HSR Act, to permit it to issue,  and,
  at all times from the date  hereof  until the  obligation  to  deliver  Option
  Shares upon the  exercise of the Option  terminates,  shall have  reserved for
  issuance, upon exercise of the Option, shares of Issuer Common Stock necessary
  for  Grantee  to  exercise  the  Option,  and Issuer  will take all  necessary
  corporate  action to authorize and reserve for issuance all additional  shares
  of Issuer  Common Stock or other  securities  which may be issued  pursuant to
  Section 7 upon exercise of the Option. The shares of Issuer Common Stock to be
  issued upon due exercise of the Option,  including  all  additional  shares of
  Issuer Common Stock or other securities which may be issuable upon exercise of
  the Option or any other  securities which may be issued pursuant to Section 7,
  upon issuance pursuant hereto, will be duly and validly issued, fully paid and
  nonassessable,  and will be  delivered  free and clear of all  liens,  claims,
  charges and encumbrances of any kind or nature  whatsoever,  including without
limitation any preemptive rights of any stockholder of Issuer.              

  6.  Representations  and Warranties of Grantee.  Grantee hereby represents and
warrants to Issuer that:                                                        

    (a) Corporate  Authorization.  Grantee has the corporate power and authority
  to enter into this Agreement and to carry out its obligations  hereunder.  The
  execution  and  delivery  of  this  Agreement  and  the  consummation  of  the
  transactions  contemplated hereby have been duly and validly authorized by the
  Board of Directors of Grantee, and no other corporate  proceedings on the part
  of Grantee are  necessary to authorize  this  Agreement  and the  transactions
  contemplated  hereby.  This  Agreement has been duly and validly  executed and
  delivered by Grantee,  and assuming  this  Agreement  constitutes  a valid and
  binding  agreement of Issuer,  this Agreement  constitutes a valid and binding
  agreement of Grantee, enforceable against Grantee in accordance with its terms
  (except  insofar as  enforceability  may be limited by applicable  bankruptcy,
  insolvency,  reorganization,  moratorium or similar laws affecting  creditors'
  rights  generally,  or by principles  governing the  availability of equitable
remedies).                                                                  

    (b) Purchase Not For  Distribution.  Any Option  Shares or other  securities
  acquired by Grantee upon exercise of the Option will not be, and the Option is
  not being, acquired by Grantee with a view to the public distribution thereof.
  Neither the Option nor any of the Option Shares will be offered, sold, pledged
  or  otherwise  transferred  except  in  compliance  with,  or  pursuant  to an
exemption from, the registration requirements of the Securities Act.        

  7.  Adjustment  upon Changes in  Capitalization,  Etc. (a) In the event of any
changes in Issuer  Common  Stock by reason of a stock  dividend,  reverse  stock
split,  merger,  recapitalization,  combination,  exchange of shares, or similar
transaction,  the type and number of shares or securities subject to the Option,
and the Purchase  Price  therefor,  will be adjusted  appropriately,  and proper
provision will be made in the agreements  governing  such  transaction,  so that
Grantee will receive upon  exercise of the Option the number and class of shares
or other securities or property that Grantee would have received with respect to
Issuer Common Stock if the Option had been exercised  immediately  prior to such
event or the record date therefor, as applicable.                               

  (b) Without  limiting the parties'  relative rights and obligations  under the
Merger  Agreement,  in the event that the Issuer enters into an agreement (i) to
consolidate with or merge into any person, other than                           

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  Grantee or one of its  subsidiaries,  and Issuer will not be the continuing or
  surviving  corporation  in such  consolidation  or merger,  (ii) to permit any
  person,  other than Grantee or one of its  subsidiaries,  to merge into Issuer
  and Issuer will be the continuing or surviving corporation,  but in connection
  with such merger,  the shares of Issuer Common Stock  outstanding  immediately
  prior to the consummation of such merger will be changed into or exchanged for
  stock or other  securities  of Issuer or any other person or cash or any other
  property,  or the shares of Issuer Common Stock outstanding  immediately prior
  to the consummation of such merger will, after such merger represent less than
  50% of the outstanding  voting  securities of the merged company,  or (iii) to
  sell or  otherwise  transfer  all or  substantially  all of its  assets to any
  person, other than Grantee or one of its subsidiaries,  then, and in each such
  case, the agreement  governing such  transaction will make proper provision so
  that the Option will, upon the  consummation of any such  transaction and upon
  the terms and condition set forth herein, be converted into, or exchanged for,
  an option with identical  terms  appropriately  adjusted to acquire the number
  and class of shares or other  securities  or property  that Grantee would have
  received in respect of Issuer  Common  Stock if the Option had been  exercised
  immediately prior to such  consolidation,  merger,  sale, or transfer,  or the
 record date therefor, as applicable and make any other necessary adjustments.

    (c) If, at any time during the period  commencing  on the  occurrence  of an
  event  as a result  of  which  Grantee  is  entitled  to  receive  the  Parent
  Termination  Fee  pursuant  to  Section  7.12  of the  Merger  Agreement  (the
  "Purchase  Event") and ending on the  termination  of the Option in accordance
  with  Section  2,  Grantee  sends to  Issuer  an  Exercise  Notice  indicating
  Grantee's  election to exercise its right (the  "Cash-Out-Right")  pursuant to
  this Section  7(c),  then Issuer shall pay to Grantee,  on the Option  Closing
  Date,  in exchange  for the  cancellation  of the Option with  respect to such
  number of Option Shares as Grantee specifies in the Exercise Notice, an amount
  in cash equal to such number of Option  Shares  multiplied  by the  difference
  between (i) the average  closing  price for the 10 trading days  commencing on
  the 12th Nasdaq trading day  immediately  preceding the Notice Date, per share
  of Issuer Common Stock as reported on the Nasdaq  National  Market (or, if not
  listed on the Nasdaq, as reported on any other national securities exchange or
  national  securities  quotation  system on which the  Issuer  Common  Stock is
  listed or quoted, as reported in The Wall Street Journal (Northeast  edition),
  or, if not reported  thereby,  any other  authoritative  source) (the "Closing
  Price") and (ii) the Purchase Price,  except that in no event shall the Issuer
  be  required to pay to the Grantee  pursuant  to this  Section  7(c) an amount
  exceeding  the  product  of (x)  $1.00 and (y) such  number of Option  Shares.
  Notwithstanding  the  termination  of the Option,  Grantee will be entitled to
  exercise its rights under this Section 7(c) if it has exercised such rights in
accordance with the terms hereof prior to the termination of the Option.    

  8.  Repurchase  Option.  In the  event  that  Grantee  notifies  Issuer of its
intention to exercise the Option  pursuant to Section  2(a),  Issuer may require
Grantee  upon the  delivery  to  Grantee  of  written  notice  during the period
beginning  on the Notice  Date and  ending two days prior to the Option  Closing
Date, to sell to Issuer the Option Shares  acquired by Grantee  pursuant to such
exercise of the Option at a purchase  price per share for such sale equal to the
Purchase  Price plus  $1.00.  The  Closing of any  repurchase  of Option  Shares
pursuant to this Section 8 shall take place immediately  following  consummation
of the sale of the Option  Shares to Grantee on the Option  Closing  Date at the
location and time agreed upon with respect to such Option Closing Date.         

9. Registration Rights.                                                     

    (a)  Grantee  may by  written  notice (a  "Registration  Notice")  to Issuer
  request  Issuer to register  under the  Securities  Act all or any part of the
  Option  Shares  or other  securities  acquired  by  Grantee  pursuant  to this
  Agreement (collectively,  the "Registrable Securities") in order to permit the
  sale or other  disposition of such  securities  pursuant to a bona fide,  firm
  commitment  underwritten public offering in which Grantee and the underwriters
  shall  effect as wide a  distribution  of such  Registrable  Securities  as is
  reasonably  practicable and shall use reasonable efforts to prevent any person
  or group from purchasing  through such offering shares  representing more than
  3% of the shares of Issuer Common Stock then  outstanding  on a  fully-diluted
  basis;  provided,  however, that any such Registration Notice must relate to a
  number of shares  equal to at least 2% of the  shares of Issuer  Common  Stock
then outstanding on a fully-diluted basis and                               

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  that any rights to require registration hereunder shall terminate with respect
  to any shares that may be sold  pursuant to Rule 144(k)  under the  Securities
Act.                                                                        

    (b) Issuer  shall use  reasonable  best  efforts to effect,  as  promptly as
  practicable,  the  registration  under the Securities  Act of the  Registrable
  Securities  requested to be registered in the Registration  Notice;  provided,
  however,  that (i) Grantee  shall not be entitled to more than an aggregate of
  two effective  registration  statements  hereunder and (ii) Issuer will not be
  required  to file any such  registration  statement  during any period of time
  (not to exceed 40 days after a  Registration  Notice in the case of clause (A)
  below or 90 days after a  Registration  Notice in the case of clauses  (B) and
  (C) below) when (A) Issuer is in possession of material non-public information
  which it reasonably believes would be detrimental to be disclosed at such time
  and,  based  upon the  advice of outside  securities  counsel to Issuer,  such
  information would have to be disclosed if a registration  statement were filed
  at that time; (B) Issuer would be required under the Securities Act to include
  audited financial statements for any period in such registration statement and
  such  financial  statements  are  not  yet  available  for  inclusion  in such
  registration statement; or (C) Issuer determines,  in its reasonable judgment,
  that such  registration  would  interfere with any  financing,  acquisition or
  other material  transaction  involving Issuer. If the consummation of the sale
  of any Registrable  Securities  pursuant to a registration  hereunder does not
  occur  within  180  days  after  the  filing  with  the  SEC  of  the  initial
  registration statement therefor, the provisions of this Section shall again be
  applicable  to any proposed  registration,  it being  understood  that Grantee
  shall not be entitled to more than an aggregate of two effective  registration
  statements  hereunder.  Issuer will use reasonable  efforts to cause each such
  registration statement to become effective,  to obtain all consents or waivers
  of other parties which are required  therefor,  and to keep such  registration
  statement  effective  for such period not in excess of 180 calendar  days from
  the  day  such  registration  statement  first  becomes  effective  as  may be
  reasonably  necessary to effect such sale or other  disposition.  Issuer shall
  use reasonable  best efforts to cause any  Registrable  Securities  registered
  pursuant to this Section to be qualified for sale under the securities or blue
  sky laws of such  jurisdictions  as Grantee may  reasonably  request and shall
  continue such  registration or qualification in effect in such  jurisdictions;
  provided, however, that Issuer shall not be required to qualify to do business
in, or consent to general service of process in, any jurisdiction.          

    (c) If Issuer  effects a  registration  under the  Securities  Act of Issuer
  Common  Stock  for its own  account  or for any other  stockholders  of Issuer
  (other than on Form S-4 or Form S-8,  or any  successor  form),  it will allow
  Grantee the right to participate in such registration,  and such participation
  will not  affect  the  obligation  of  Issuer to  effect  demand  registration
  statements  for Grantee  under this  Section 9, except  that,  if the managing
  underwriters  of such offering  advise Issuer in writing that in their opinion
  the number of shares of Issuer  Common Stock  requested to be included in such
  registration  exceeds the number  which can be sold in such  offering,  Issuer
  will include the shares  requested to be included  therein by Grantee pro rata
with the shares intended to be included therein by Issuer.                  

    (d) The  registration  rights set forth in this  Section  are subject to the
  condition that Grantee shall provide Issuer with such information with respect
  to Grantee Registrable Securities, the plan for distribution thereof, and such
  other  information  with respect to Grantee as, in the reasonable  judgment of
  counsel for Issuer, is necessary to enable Issuer to include in a registration
  statement  all  material  facts  required to be  disclosed  with  respect to a
registration hereunder.                                                     

    (e) A registration effected under this Section shall be effected at Issuer's
  expense,  except for  underwriting  discounts and commissions and the fees and
  expenses of Grantee's  counsel,  and Issuer shall provide to the  underwriters
  such documentation (including certificates,  opinions of counsel and "comfort"
  letters from auditors) as are customary in connection with underwritten public
  offerings and as such underwriters may reasonably  require. In connection with
  any  registration,  Grantee  and Issuer  agree to enter  into an  underwriting
  agreement  reasonably  acceptable  to each such party,  in form and  substance
customary for transactions of this type.                                    

  10. Transfers.  The Option Shares may not be sold, assigned,  transferred,  or
otherwise  disposed  of except  (i)  pursuant  to  Section 8 hereof,  (ii) in an
underwritten  public offering as provided in Section 9 or (iii) to any purchaser
or transferee  who would not, to the  knowledge of the Grantee after  reasonable
inquiry, immediately                                                            

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following such sale, assignment, transfer or disposal beneficially own more than
4.9% of the  then-outstanding  voting  power of the Issuer,  except that Grantee
shall be permitted to sell any Option  Shares if such sale is made pursuant to a
tender or exchange  offer that has been approved or recommended by a majority of
the members of the Board of Directors of Issuer (which  majority shall include a
majority of directors who were directors as of the date hereof).                

  11.  Listing.  If Issuer  Common Stock or any other  securities to be acquired
upon exercise of the Option are then listed on the Nasdaq (or any other national
securities exchange or national securities  quotation system),  Issuer, upon the
request of Grantee,  will  promptly  file an  application  to list the shares of
Issuer  Common Stock or other  securities  to be acquired  upon  exercise of the
Option  on the  Nasdaq  (and any such  other  national  securities  exchange  or
national securities  quotation system) and will use reasonable efforts to obtain
approval of such listing as promptly as practicable.                            

  12.  Miscellaneous.  (a) Expenses.  Except as otherwise provided in the Merger
Agreement,  each of the parties hereto will pay all costs and expenses  incurred
by it or  on  its  behalf  in  connection  with  the  transactions  contemplated
hereunder,  including  fees  and  expenses  of its  own  financial  consultants,
investment bankers, accountants and counsel.                                    

  (b) Amendment.  This Agreement may not be amended,  except by an instrument in
writing signed on behalf of each of the parties.                                

  (c)  Extension;  Waiver.  Any  agreement  on the part of a party to waive  any
provision  of this  Agreement,  or to extend the time for  performance,  will be
valid only if set forth in an  instrument  in  writing  signed on behalf of such
party.  The failure of any party to this  Agreement  to assert any of its rights
under this Agreement or otherwise will not constitute a waiver of such rights.  

  (d) Entire Agreement; No Third-Party Beneficiaries. This Agreement, the Merger
Agreement  (including the documents and instruments attached thereto as exhibits
or  schedules  or delivered in  connection  therewith)  and the  Confidentiality
Agreement  (i)  constitute  the  entire  agreement,   and  supersede  all  prior
agreements and  understandings,  both written and oral, between the parties with
respect to the subject  matter of this  Agreement,  and (ii) are not intended to
confer upon any person other than the parties any rights or remedies.           

  (e)  Governing  Law.  This  Agreement  will be governed  by, and  construed in
accordance with, the laws of the State of Delaware,  regardless of the laws that
might otherwise govern under applicable principles of conflict of laws thereof. 

  (f) Notices. All notices,  requests, claims, demands, and other communications
under this  Agreement  must be in writing and will be deemed  given if delivered
personally,  telecopied  (which  is  confirmed),  or sent by  overnight  courier
(providing  proof of delivery) to the parties at the following  addresses (or at
such other address for a party as shall be specified by like notice):           

If to Issuer to:                                                            

Acxiom Corporation                                                      
P.O. Box 2000                                                           
301 Industrial Boulevard                                                
Conway, AR 72033-2000                                                   
Fax: (501) 336-3913                                                     
Attention: President                                                    

with a copy to:                                                             

Skadden, Arps, Slate, Meagher & Flom LLP                                
919 Third Avenue                                                        
New York, New York 10022                                                
Attention: J. Michael Schell                                            
Telecopy: (212) 735-2000                                                

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If to Grantee to:                                                           

May & Speh, Inc.                                                        
1501 Opus Place                                                         
Downes Grove, IL 60515                                                  
Fax: (630) 719-0525                                                     
Attention: Chief Executive Officer                                      

with a copy to:                                                             

Winston & Strawn                                                        
35 West Wacker Drive                                                    
Chicago, IL 60601                                                       
Fax: (312) 558-5700                                                     
Attention: Bruce A. Toth                                                

    (g) Assignment.  Neither this  Agreement,  the Option nor any of the rights,
  interests, or obligations under this Agreement may be assigned, transferred or
  delegated, in whole or in part, by operation of law or otherwise, by Issuer or
  Grantee  without  the prior  written  consent  of the other.  Any  assignment,
  transfer or delegation  in violation of the  preceding  sentence will be void.
  Subject  to the  first  and  second  sentences  of this  Section  12(g),  this
  Agreement  will be binding upon,  inure to the benefit of, and be  enforceable
by, the parties and their respective successors and assigns.                

    (h)  Further  Assurances.  In the  event of any  exercise  of the  Option by
  Grantee,  Issuer and Grantee will execute and deliver all other  documents and
  instruments  and take all other  action that may be  reasonably  necessary  in
order to consummate the transactions provided for by such exercise.         

    (i) Enforcement.  The parties agree that irreparable  damage would occur and
  that the parties  would not have any adequate  remedy at law in the event that
  any of the provisions of this Agreement were not performed in accordance  with
  their specific terms or were otherwise breached. It is accordingly agreed that
  the parties  will be  entitled  to an  injunction  or  injunctions  to prevent
  breaches  of  this  Agreement  and  to  enforce  specifically  the  terms  and
  provisions  of this  Agreement  in any Federal  court  located in the State of
  Delaware or in Delaware  state court,  the foregoing  being in addition to any
  other remedy to which they are entitled at law or in equity. In addition, each
  of  the  parties  hereto  (i)  consents  to  submit  itself  to  the  personal
  jurisdiction  of any  Federal  court  located in the State of  Delaware or any
  Delaware  state court in the event any dispute arises out of this Agreement or
  any of the  transactions  contemplated by this Agreement,  (ii) agrees that it
  will not attempt to deny or defeat  such  personal  jurisdiction  by motion or
  other request for leave from any such court, and (iii) agrees that it will not
  bring  any  action  relating  to  this  Agreement  or any of the  transactions
  contemplated by this Agreement in any court other than a Federal court sitting
in the State of Delaware or a Delaware state court.                         

  IN WITNESS WHEREOF, Issuer and Grantee have caused this Agreement to be signed
by their  respective  officers  thereunto duly authorized as of the day and year
first written above.                                                            

                      ACXIOM CORPORATION

                                           /s/ Charles D. Morgan
                                         By: _________________________________
                                   Name: Charles D. Morgan
                            Title: President

                    MAY & SPEH, INC.

                                          /s/ Peter I. Mason
                                         By: _________________________________
                                Name: Peter I. Mason
                                           Title: Chairman, President, CEO

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                                                                       ANNEX D

STEPHENS INC. 

                                                               August 17, 1998

Board of Directors                                                              
Acxiom Corporation                                                              
301 Industrial Boulevard                                                        
Conway, AR 72003                                                                

Members of the Board:                                                           

  We have acted as your financial advisor in connection with the proposed merger
(the  "Transaction")  of Acxiom  Corporation  ("Acxiom") and May and Speh,  Inc.
("May and  Speh").  The  Transaction  is expected to take the form of a tax free
exchange of shares pursuant to which each outstanding share of May and Speh will
be  converted  into the right to receive .800 shares (the  "Exchange  Ratio") of
common stock of Acxiom.  The terms and  conditions of the  Transaction  are more
fully set forth in the merger agreement.                                        

  You have  requested our opinion as to the fairness  from a financial  point of
view of the Exchange Ratio utilized in the Transaction.                         

In connection with rendering our opinion we have:                           

  (i) analyzed  certain  publicly  available  financial  statements  and reports
regarding Acxiom and May and Speh;                                  

  (ii) analyzed  certain internal  financial  statements and other financial and
       operating data (including  financial  projections)  concerning Acxiom and
May and Speh prepared by their respective managements;            

  (iii) analyzed,  on a pro  forma  basis,  the  effect  of the  Transaction  on
        Acxiom's balance sheet,  capitalization ratios,  earnings and book value
  both in the aggregate and, where applicable, on a per share basis;

  (iv) reviewed the reported prices and trading activity for the common stock of
Acxiom and May and Speh;                                          

  (v) compared  the  financial  performance  of Acxiom  and May and Speh and the
      prices and trading activity of its common stock with that of certain other
comparable publicly-traded companies and their securities;          

  (vi) reviewed  the  financial  terms,  to the extent  publicly  available,  of
certain comparable transactions;                                  

(vii) reviewed the merger agreement and related documents;                  

  (viii) discussed with  management of Acxiom and May and Speh the operations of
         and future  business  prospects of such  companies and the  anticipated
financial consequences of the Transaction;                    

(ix) consulted with you regarding certain material terms of the             
Transaction;                                                      

  (x) performed  such other analyses and provided such other services as we have
deemed appropriate.                                                 

  We have  relied  on the  accuracy  and  completeness  of the  information  and
financial  data  provided  to us by Acxiom and May and Speh,  and our opinion is
based upon such  information.  We have  inquired  into the  reliability  of such
information and financial data only to the limited extent necessary to provide a
reasonable  basis for our opinion,  recognizing  that we are  rendering  only an
informed opinion and not an appraisal or certification of value. With respect to
the  financial  projections  prepared by the  managements  of Acxiom and May and
Speh,  we have  assumed  that  they  have  been  reasonably  prepared  on  bases
reflecting  the best  currently  available  estimates  and  judgments  of future
financial performance.                                                          

INVESTMENT BANKERS  
111 Center Street Post Office Box 3507 Little Rock, Arkansas 72203-3507 501-  
374-4361 Fax 501-377-2674 

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  As part of our  investment  banking  business,  we  regularly  issue  fairness
opinions and are  continually  engaged in the  valuation of companies  and their
securities in  connection  with business  reorganizations,  private  placements,
negotiated  underwritings,  mergers and  acquisitions and valuations for estate,
corporate and other purposes.  We regularly provide  investment banking services
to Acxiom  and make a market in its  common  stock.  In the  ordinary  course of
business,  Stephens  Inc. and its  affiliates at any time may hold long or short
positions,  and may trade or otherwise  effect  transactions as principal or for
the accounts of customers, in debt or equity securities or options of securities
of Acxiom and May and Speh.  Stephens Inc. is receiving a fee, and reimbursement
of its expenses,  in connection with the issuance of this fairness  opinion.  In
addition,  Acxiom has agreed to indemnify  Stephens  Inc. for certain  potential
liabilities arising out of the rendering of this opinion.                       

  Our opinion is necessarily based upon market, economic and other conditions as
they exist and can be evaluated on, and on the information  made available to us
as of, the date  hereof.  The  financial  markets in general and the markets for
securities of Acxiom and May and Speh, in particular, are subject to volatility,
and this  opinion  does not  purport to address  potential  developments  in the
financial  markets or the markets for the  securities of Acxiom and May and Speh
after the date  hereof.  We have  assumed  that in the course of  obtaining  the
necessary  regulatory or other consents or approvals  (contractual or otherwise)
for the Transaction, no restrictions,  including any divestiture requirements or
amendments or  modifications,  will be imposed that will have a material adverse
effect on the contemplated benefits of the Transaction.                         

  This  opinion  is being  delivered  for the use and  benefit  of the  Board of
Directors of Acxiom,  and neither this opinion nor any other advice or materials
provided by Stephens Inc. in connection  with its engagement may be used for any
other purpose or be reproduced, disseminated, quoted or referred to at any time,
in any manner or for any purpose, nor may references to Stephens Inc. be made by
or on behalf of Acxiom  without  the prior  written  consent of  Stephens  Inc.;
provided,  however,  that the  opinion and its  substance  may be  disclosed  to
Acxiom's other advisors.                                                        

  This opinion and a summary  discussion of our underlying  analyses and role as
your  financial   advisor  may  be  included  in   communications   to  Acxiom's
shareholders  provided that we approve of such disclosure  prior to publication.
This opinion does not address the merits of the underlying decision by Acxiom to
engage in the Transaction and does not constitute a recommendation to any Acxiom
shareholder as to how such shareholder should vote on the proposed Transaction. 

  Based on the foregoing and our general experience as investment  bankers,  and
subject to the  qualifications  stated herein,  we are of the opinion that as of
the date hereof that the Exchange Ratio utilized in the Transaction is fair from
a financial point of view.                                                      

                     Very truly yours,

                 Stephens Inc.

                                           /s/ Stephens Inc.
                                         -------------------------------------

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                                                                       ANNEX E

DONALDSON, LUFKIN & JENRETTE  

Donaldson, Lufkin & Jenrette Securities Corporation 
277 Park Avenue, New York, New York 10172 - (212)892-3000 

                                                                  May 26, 1998

Board of Directors                                                              
May & Speh, Inc.                                                                
1501 Opus Place                                                                 
Downers Grove, IL 60515                                                         

Dear Sirs and Madam:                                                            

  You have  requested our opinion as to the fairness  from a financial  point of
view to the holders of common stock,  par value $0.01 per share ("Company Common
Stock"),  of May & Speh,  Inc. (the "Company") of the Exchange Ratio (as defined
below) contemplated by the Agreement and Plan of Merger, dated May 26, 1998 (the
"Agreement"),  by and among Acxiom Corporation ("Acxiom"),  ACX Acquisition Co.,
Inc.  ("Merger  Sub"),  a wholly  owned  subsidiary  of Acxiom,  and the Company
pursuant  to which  Merger Sub will be merged (the  "Merger")  with and into the
Company.                                                                        

  Pursuant  to the  Agreement,  each  share  of  Company  Common  Stock  will be
converted,  subject to certain exceptions, into the right to receive 0.80 shares
(the  "Exchange  Ratio") of common stock,  $0.10 par value per share,  of Acxiom
("Acxiom Common Stock").                                                        

  In arriving at our opinion,  we have  reviewed the  Agreement and the exhibits
thereto and the Company Option  Agreement and the Parent Option  Agreement (each
as  defined  in the  Agreement).  We also  have  reviewed  financial  and  other
information  that was  publicly  available or furnished to us by the Company and
Acxiom including  information  provided during discussions with their respective
managements.  Included in the information  provided during  discussions with the
respective managements were certain financial projections of the Company for the
period  beginning  October 1, 1998 and ending September 30, 2003 prepared by the
management of the Company and certain  financial  projections  of Acxiom for the
period  beginning  April 1, 1998 and  ending  March  31,  2000  prepared  by the
management  of Acxiom.  In addition,  we have  compared  certain  financial  and
securities  data of the Company and Acxiom with various  other  companies  whose
securities are traded in public  markets,  reviewed the historical  stock prices
and trading  volumes of Company  Common Stock and Acxiom Common Stock,  reviewed
prices and premiums paid in certain other  business  combinations  and conducted
such  other  financial  studies,   analyses  and  investigations  as  we  deemed
appropriate for purposes of this opinion.                                       

  In  rendering  our  opinion,  we have relied upon and assumed the accuracy and
completeness of all the financial and other information that was available to us
from public sources,  that was provided to us by the Company and Acxiom or their
respective representatives, or that was otherwise reviewed by us. In particular,
we have  relied  upon the  estimates  of the  management  of the  Company of the
operating synergies achievable as a result of the Merger and upon our discussion
of such synergies  with the management of Acxiom.  With respect to the financial
projections  supplied  to us, we have  assumed  that  they have been  reasonably
prepared on the basis  reflecting  the best  currently  available  estimates and
judgments of the management of the Company and Acxiom as to the future operating
and financial performance of the Company and Acxiom,  respectively.  We have not
assumed any responsibility for making an independent evaluation of any assets or
liabilities or for making any independent verification of any of the information
reviewed by us. We have further assumed that the Merger will be accounted for as
a pooling of interests under generally accepted  accounting  principles and that
it will  qualify  as a  tax-free  reorganization  for U.S.  federal  income  tax
purposes. We have relied as to certain legal matters on advice of counsel to the
Company.                                                                        

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  Our opinion is  necessarily  based on economic,  market,  financial  and other
conditions as they exist on, and on the information  made available to us as of,
the date of this  letter.  It should be  understood  that,  although  subsequent
developments  may affect this opinion,  we do not have any obligation to update,
revise or reaffirm this opinion.  We are  expressing no opinion herein as to the
price at which Aexiom Common Stock will actually  trade at any time. Our opinion
does not  address  the  relative  merits of the  Merger  and the other  business
strategies  being  considered by the Company's  Board of Directors,  nor does it
address the Board's  decision to proceed  with the Merger.  Our opinion does not
constitute a recommendation to any stockholder as to how such stockholder should
vote on the proposed transaction.                                               

  Donaldson,  Lufkin & Jenrette Securities  Corporation  ("DLJ"), as part of its
investment banking services, is regularly engaged in the valuation of businesses
and securities in connection with mergers,  acquisitions,  underwritings,  sales
and  distributions  of listed and unlisted  securities,  private  placements and
valuations  for  corporate  and other  purposes.  DLJ has  performed  investment
banking and other services for the Company in the past and has been  compensated
for such services.                                                              

  Based upon the foregoing and such other factors as we deem relevant, we are of
the opinion that the Exchange Ratio is fair to the holders of the Company Common
Stock from a financial point of view.                                           

                     Very truly yours,

Donaldson, Lufkin & Jenrette
                          Securities Corporation

By: /s/ Lawrence N. Lavine

Lawrence N. Lavine
                             Managing Director

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PART II 

INFORMATION NOT REQUIRED IN PROSPECTUS  

ITEM 20.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.                            

     Exculpation. Section 102(b)(7) of the DGCL permits a corporation to include
in its  certificate  of  incorporation  a provision  eliminating or limiting the
personal  liability of a director to the  corporation  or its  stockholders  for
monetary damages for breach of fiduciary duty as a director,  provided that such
provision  may not eliminate or limit the liability of a director for any breach
of the director's  duty of loyalty to the corporation or its  stockholders,  for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing  violation  of law,  for any  unlawful  payment of dividends or unlawful
stock purchase or  redemption,  or for any  transaction  from which the director
derived an improper personal benefit.                                           

     The Acxiom Charter  provides  that, to the fullest extent  permitted by the
DGCL, a director shall not be liable to Acxiom and its stockholders for monetary
damages for a breach of fiduciary duty as a director.                           

     Indemnification. Section 145 of the DGCL permits a corporation to indemnify
any of its  directors or officers who was or is a party or is  threatened  to be
made a party to any  third  party  proceeding  by  reason  of the fact that such
person is or was a  director  or officer of the  corporation,  against  expenses
(including  attorneys'  fees),  judgments,  fines and amounts paid in settlement
actually and reasonably  incurred by such person in connection with such action,
suit or  proceeding,  if such  person  acted in good faith and in a manner  such
person reasonably  believed to be in or not opposed to the best interests of the
corporation,  and,  with respect to any criminal  action or  proceeding,  had no
reasonable  cause to believe  that such  person's  conduct  was  unlawful.  In a
derivative  action,  i.e.,  one  by  or  in  the  right  of a  corporation,  the
corporation  is permitted to indemnify any of its directors or officers  against
expenses  (including  attorneys' fees) actually and reasonably  incurred by such
person in  connection  with the defense or  settlement of such action or suit if
such person shall have been adjudged liable to the corporation,  unless and only
to the extent  that the court in which  such  action or suit was  brought  shall
determine upon application that such person is fairly and reasonably entitled to
indemnity for such expenses despite such adjudication of liability.             

     The Acxiom Charter provides for  indemnification  of directors and officers
of Acxiom  against  liability  they may incur in their  capacities as and to the
extent authorized by the DGCL.                                                  

     Insurance.   Acxiom  has  in  effect  directors'  and  officers'  liability
insurance with a limit of $20 million and fiduciary  liability  insurance with a
limit of $10  million.  The  fiduciary  liability  insurance  covers  actions of
directors   and   officers   as  well  as   other   employees   with   fiduciary
responsibilities under ERISA.                                                   

     Directors and  Officers.  The Merger  Agreement  provides that Acxiom shall
cause the Surviving  Corporation to keep in effect in its ByLaws a provision for
a period of not less than six years from the Effective  Time (or, in the case of
matters occurring prior to the Effective Time which have not been resolved prior
to the sixth  anniversary of the Effective Time,  until such matters are finally
resolved) which provides                                                        

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for  indemnification  of the  past  and  present  officers  and  directors  (the
"Indemnified  Parties")  of May & Speh to the fullest  extent  permitted  by the
DGCL.  For six  years  from the  Effective  Time,  Acxiom  shall  indemnify  the
Indemnified  Parties to the same extent as such Indemnified Parties are entitled
to indemnification pursuant to the preceding sentence. For a period of six years
from the  Effective  Time,  Acxiom shall either cause to be maintained in effect
the current policies of directors' and officers' liability insurance  maintained
by May & Speh or provide  substitute  policies of at least the same coverage and
amounts  containing  terms and conditions  which are, in the aggregate,  no less
advantageous  to the insured with respect to claims arising from facts or events
that  occurred on or before the  Effective  Time,  except that in no event shall
Acxiom be required  to pay with  respect to such  insurance  policies in any one
year more than $200,000.                                                        

ITEM 21(A). EXHIBITS                                                            

See Exhibit Index.                                                    

(B)  FINANCIAL STATEMENT SCHEDULES                                    

     All  financial  statement  schedules  of  Acxiom  and May & Speh  which are
required to be included  herein are  included in the Annual  Report of Acxiom on
Form 10-K for the fiscal  year ended  March 31,  1998 (File No.  0-13163) or the
Annual Report of May & Speh on Form 10-K for the fiscal year ended September 31,
1997  (File  No.  0-27872),  respectively,  which  are  incorporated  herein  by
reference.                                                                      

     (C) The  opinions  of  Stephens  Inc.  and  Donaldson,  Lufkin  &  Jenrette
Securities Corporation are attached as Annex D and Annex E, respectively, to the
Proxy Statement/Prospectus.                                                     

ITEM 21.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES                            

                                                                [Download Table]

EXHIBIT                                                                         
NUMBER                                     DESCRIPTION                          
------                                     -----------                          
                                                                                
2.1          Amended and Restated Agreement and Plan of Merger, dated as of May 
             26, 1998, by and among Acxiom Corporation, ACX Acquisition Co.,    
             Inc. and May & Speh, Inc. (attached as Annex A to the Joint Proxy  
             Statement/Prospectus included in this Registration Statement).*    

3.1          Amended and Restated Certificate of Incorporation of the Registrant
             (previously  filed as Exhibit 3(i) to Acxiom's  Quarterly Report on
             Form 10-Q for the quarterly period ended June 30, 1996,  Commission
             File No. 0-13163, and incorporated herein by reference).           

3.2          Amended and Restated Bylaws of the Registrant (previously filed as 
             Exhibit 3(b) to Acxiom's Annual Report on Form 10-K for the fiscal 
             year ended March 31, 1991, Commission File No. 0-13163, and        
             incorporated herein by reference).                                 


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                                                                [Download Table]

EXHIBIT                                                                         
NUMBER                                     DESCRIPTION                          
------                                     -----------                          
                                                                                
4.1          Specimen Common Stock Certificate. *                               

4.2          Rights  Agreement,  dated January 28, 1998 between Acxiom and First
             Chicago  Trust  Company of New York,  as Rights  Agent (the "Rights
             Agreement"),  including  the  forms of  Rights  Certificate  and of
             Election  to  Exercise,   included  in  Exhibit  A  to  the  Rights
             Agreement,  and the form of Certificate of Designation and Terms of
             Participating  Preferred  Stock  of  the  Registrant,  included  in
             Exhibit B to the Rights Agreement  (previously filed as Exhibit 4.1
             to the  Registrant's  Current Report on Form 8-K dated February 10,
             1998,  Commission  File No.  0-13163,  and  incorporated  herein by
             reference).                                                        

4.3          Amendment Number One, dated as of May 26, 1998, to the Rights      
             Agreement (previously filed as Exhibit 4 to the Registrant's       
             Current Report on Form 8-K dated June 4, 1998, Commission File No. 
             0-13163, and incorporated herein by reference).                    

5.1          Opinion of Catherine L. Hughes, Esq., General Counsel of Acxiom,   
             regarding the validity of the securities being registered.*        

8.1          Opinion of Skadden, Arps, Slate, Meager & Flom LLP, counsel to     
             Acxiom, concerning certain federal income tax consequences of the  
             Merger. *                                                          

8.2          Opinion of Winston & Strawn, counsel to May & Speh, concerning     
             certain federal income tax consequences of the Merger. *           

10.1         Data Center Management Agreement dated July 27, 1992 between Acxiom
             and  Trans  Union  Corporation  (previously  filed as  Exhibit A to
             Schedule  13-D of Trans Union  Corporation  dated  August 31, 1992,
             Commission File No. 5-36226, and incorporated herein by reference).

10.2         Agreement to Extend and Amend Data Center Management  Agreement and
             to Amend  Registration  Rights  Agreement  dated  August  31,  1994
             (previously filed as Exhibit 10(b) to Form 10-K for the fiscal year
             ended March 31, 1995, as amended,  Commission File No. 0-13163, and
             incorporated herein by reference).                                 


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                                                                [Download Table]

EXHIBIT                                                                         
NUMBER                                     DESCRIPTION                          
------                                     -----------                          
                                                                                
10.3         Agreement for Professional Services dated November 23, 1992 between
             the Registrant and Allstate Insurance Company  (previously filed as
             Exhibit 28 to Amendment  No. 1 to  Registrant's  Current  Report on
             Form 8-K dated December 9, 1992, Commission File No.               
             0-13613, and incorporated herein by reference).                    

10.4         Acxiom Corporation Deferred  Compensation Plan (previously filed as
             Exhibit 10(b) to Acxiom's Annual Report on Form 10-K for the fiscal
             year  ended  March  31,  1990,  Commission  File No.  0-13163,  and
             incorporated herein by reference).                                 

10.5         Amended and  Restated  Key  Associate  Stock  Option Plan of Acxiom
             (previously  filed as Exhibit  10(e) to Acxiom's  Annual  Report on
             Form 10-K for the fiscal year ended March 31, 1997, Commission File
             No. 0-13163, and incorporated herein by reference).                

10.6         Acxiom  Corporation U.K. Share Option Scheme  (previously  filed as
             Exhibit 10(f) to Acxiom's Annual Report on Form 10-K for the fiscal
             year  ended  March  31,  1997,  Commission  File No.  0-13163,  and
             incorporated herein by reference).                                 

10.7         Leadership  Compensation Plan (previously filed as Exhibit 10(g) to
             Acxiom's Annual Report on Form 10-K for the fiscal year ended March
             31,  1998,  Commission  File No.  0-,  and  incorporated  herein by
             reference).                                                        

10.8         Acxiom  Corporation   Non-Qualified   Deferred   Compensation  Plan
             (previously  filed as Exhibit  10(i) to Acxiom's  Annual  Report on
             Form 10-K for the fiscal year ended March 31, 1996, Commission File
             No. 0-13163, and incorporated herein by reference).                

10.9         Asset  Purchase  Agreement  dated April 1, 1996 between  Acxiom and
             Direct Media/DMI,  Inc.  (previously filed as Exhibit 2 to Acxiom's
             Current  Report on Form 8-K dated April 30, 1996,  Commission  File
             No. 0-13613, and incorporated herein by reference).                

21           Subsidiaries of Acxiom, incorporated by reference to Exhibit 21 to 
             Acxiom's annual report on Form 10-K for the fiscal year ended March
             31, 1998.                                                          

23.1         Consent of Stephens Inc..*                                         

23.2         Consent of Donaldson, Lufkin & Jenrette Securities Corporation.*   

23.3         Consent of KPMG Peat Marwick LLP.*                                 

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                                                                [Download Table]

EXHIBIT                                                                         
NUMBER                                     DESCRIPTION                          
------                                     -----------                          
                                                                                
23.4         Consent of  Catherine L. Hughes,  Esq.,  General  Counsel of Acxiom
             (included in the opinion filed as Exhibit 5.1 to this  Registration
             Statement and incorporated herein by reference).*                  

23.5         Consent of Skadden,  Arps,  Slate,  Meagher & Flom LLP (included in
             the opinion filed as Exhibit 8.1 to this Registration Statement and
             incorporated herein by reference).*                                

23.6         Consent  of  Winston & Strawn  (included  in the  opinion  filed as
             Exhibit 8.2 to this Registration  Statement and incorporated herein
             by reference).*                                                    

23.7         Consent of PricewaterhouseCoopers LLP. *                           

24  Powers  of  Attorney  (set  forth  on  signature  page of this  Registration
Statement).*                                                                    

--------------------------                                                      
* Filed herewith.                                                               

ITEM 22.  UNDERTAKINGS.                                                         

(a) The undersigned registrant hereby undertakes:                     

          (1) To file,  during  any  period  in which  offers or sales are being
made, a post-effective amendment to this registration statement:      

             (i)   to include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;                                           

               (ii) to reflect  in the  prospectus  any facts or events  arising
     after the effective date of the registration  statement (or the most recent
     post-effective  amendment  thereof) which individually or in the aggregate,
     represent  a  fundamental  change  in  the  information  set  forth  in the
registration statement; and                                           

               (iii) to include any  material  information  with  respect to the
     plan of distribution not previously disclosed in the Registration Statement
   or any material change to such information in the Registration Statement.

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          (2) That,  for the  purpose of  determining  any  liability  under the
     Securities Act of 1933, each such post-effective  amendment shall be deemed
     to be a new  registration  statement  relating  to the  securities  offered
     therein,  and the offering of such  securities at that time shall be deemed
to be the initial bona fide offering thereof.                         

          (3) To remove from registration by means of a post-effective amendment
     any  of  the  securities  being  registered  which  remain  unsold  at  the
termination of the offering.                                          

          (4) That prior to any public  reoffering of the securities  registered
     hereunder  through use of a prospectus which is a part of this registration
     statement, by any person or party who is deemed to be an underwriter within
     the meaning of Rule 145(c),  such  reoffering  prospectus  will contain the
     information called for by the applicable  registration form with respect to
     reofferings by persons who may be deemed  underwriters,  in addition to the
information called for by the other items of the applicable form.     

          (5) That every  prospectus (i) that is filed pursuant to paragraph (4)
     immediately  preceding,  or (ii) that purports to meet the  requirements of
     Section  10(a)(3) of the  Securities  Act of 1933 and is used in connection
     with an offering of securities subject to Rule 415, will be filed as a part
     of an amendment to the  registration  statement  and will not be used until
     such  amendment is effective,  and that,  for purposes of  determining  any
     liability  under  the  Securities  Act of 1933,  each  such  post-effective
     amendment shall be deemed to be a new  registration  statement  relating to
     the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.    

     (b) The undersigned registrant hereby undertakes to respond to requests for
information    that   is    incorporated    by   reference    into   the   Proxy
Statement/Prospectus  pursuant to Item 4, 10(b),  11 or 13 of this Form,  within
one  business  day of  receipt  of such  request,  and to send the  incorporated
documents  by first class mail or other  equally  prompt  means.  This  includes
information contained in documents filed subsequent to the effective date of the
registration statement through the date of responding to the request.           

     (c) The undersigned  registrant  hereby  undertakes to supply by means of a
post-effective  amendment  all  information  concerning a  transaction,  and the
company  being  acquired  involved  therein,  that  was not the  subject  of and
included in the registration statement when it became effective.                

     (d) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
registrant  has been advised that in the opinion of the  Securities and Exchange
Commission  such  indemnification  is against  public policy as expressed in the
Securities  Act of 1933 and is,  therefore,  unenforceable.  In the event that a
claim for  indemnification  against such liabilities  (other than the payment by
the  registrant  of  expenses  incurred  or  paid  by  a  director,  officer  or
controlling  person of the registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the registrant will, unless
in the opinion of its                                                           

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counsel the matter has been settled by controlling precedent,  submit to a court
of appropriate  jurisdiction the question whether such  indemnification by it is
against  public  policy as expressed in the  Securities  Act of 1933 and will be
governed by the final adjudication of such issue.                               

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SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
has duly caused this  Registration  Statement  to be signed on its behalf by the
undersigned,  thereunto  duly  authorized,  in the  City  of  Conway,  State  of
Arkansas, on August 17, 1998.                                                   

          ACXIOM CORPORATION

                  By:  /s/ Charles D. Morgan
                                   ---------------------------------
                   Charles D. Morgan
Chairman of the Board of Directors
                    and Company Leader

POWER OF ATTORNEY 

     Each person whose signature  appears below hereby  constitutes and appoints
Catherine  L. Hughes as his or her true and lawful  attorney-in-fact  and agent,
with full power of substitution and resubstitution, for him or her and in his or
her  name,  place  and  stead,  in any and all  capacities,  to sign any and all
amendments  (including  post-effective   amendments)  and  supplements  to  this
Registration  Statement,  and to file the same, with all exhibits  thereto,  and
other  documents  in  connection  therewith,  with the  Securities  and Exchange
Commission, and hereby grants to such attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done,  as fully to all intents and purposes as he or she might or could do
in person,  hereby ratifying and confirming all that such  attorney-in-fact  and
agent,  or  either  of them,  or his or their  substitute  or  substitutes,  may
lawfully do or cause to be done by virtue hereof.                               

     Pursuant  to  the   requirements   of  the  Securities  Act  of  1933,  the
Registration  Statement has been signed below by the following persons on behalf
of the Registrant in the capacities and on the dates indicated.                 

SIGNATURE                     TITLE                     DATE  
---------                     -----                     ----  

/s/ Charles D. Morgan           Chairman of the Board and      August 17, 1998  
- ---------------------------           Company Leader                          
(Charles D. Morgan)        (principal executive officer)                  

8 

424B2 444th Page of 635 TOC 1st Previous Next ↓Bottom Just 444th
SIGNATURE                     TITLE                     DATE  
---------                     -----                     ----  

/s/ Robert S. Bloom          Financial Leader                  August 17, 1998  
- ---------------------------  (principal financial officer and                 
(Robert S. Bloom)            principal accounting officer)                      

/s/ Ann H. Die               Director                          August 17, 1998  
---------------------------                                                     
(Dr. Ann H. Die)                                                                

/s/ William T. Dillard II    Director                          August 17, 1998  
---------------------------                                                     
(William T. Dillard II)                                                         

/s/ Harry C. Gambill         Director                          August 17, 1998  
---------------------------                                                     
Harry C. Gambill                                                                

/s/ Rodger S. Kline          Director                          August 17, 1998  
---------------------------                                                     
(Rodger S. Kline)                                                               

/s/ Robert A. Pritzker       Director                          August 17, 1998  
---------------------------                                                     
(Robert A. Pritzker)                                                            

/s/ James T. Womble          Director                          August 17, 1998  
---------------------------                                                     
(James T. Womble)                                                               

9 

424B2 445th Page of 635 TOC 1st Previous Next ↓Bottom Just 445th
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY.  LOGO 

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS SPECIFIED BY THE STOCKHOLDER.
IF NO SPECIFICATIONS ARE MADE, THE PROXY WILL BE VOTED FOR EACH OF THE FOLLOWING
PROPOSALS,  AND WITH  DISCRETIONARY  AUTHORITY  ON ALL  OTHER  MATTERS  THAT MAY
PROPERLY COME BEFORE THE SPECIAL  MEETING OR ANY  POSTPONEMENTS  OR ADJOURNMENTS
THEREOF.                                                                        

1. Proposal to approve,  authorize and adopt the Amended and Restated  Agreement
   and Plan of Merger,  dated as of May 26, 1998, among Acxiom Corporation,  ACX
Acquisition Co., Inc. and May & Speh, Inc.                                

-------                                                                         
Nominee Exception                                                               
For                               Against                               Abstain 
LOGO                                                                            
2. In their  discretion,  to vote upon such other  business as may properly come
before the meeting.                                                       
For Against Abstain                                                             
LOGO                                                                            
Receipt of Notice of Special Meeting of Stockholders and the related Joint Proxy
Statement/Prospectus is hereby acknowledged.                                    

--------------------------------------------------------------------------------

 -------------------------------------------------------------------------------
Signature(s)                                                                    

Date                                                                            
--------------------------                                            
Please sign as your name appears herein. If shares are held jointly, all holders
must sign.  When signing as an  attorney,  executor,  administrator,  trustee or
guardian,  please give your full title.  If a  corporation,  please sign in full
corporate  name by  president or other  authorized  officer.  If a  partnership,
please  sign  in  partnership  name  by  authorized  person,   indicating  where
appropriate official position or representative capacity.                       
^ FOLD AND DETACH HERE ^^ 

PLEASE                             VOTE,  SIGN,  DATE AND RETURN THIS PROXY FORM
                           PROMPTLY USING THE ENCLOSED ENVELOPE.

424B2 446th Page of 635 TOC 1st Previous Next ↓Bottom Just 446th
PRELIMINARY COPY--CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY

                                                                 PROXY

MAY & SPEH, INC.
1501 OPUS PLACE 
DOWNERS GROVE, IL 60615 

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS     

The undersigned hereby appoints Peter I. Mason and Eric M. Loughmiller, and each
of them,  the  attorneys  and  proxies  of the  undersigned  with full  power of
substitution  to vote as  indicated  herein,  all the common  stock ("May & Speh
Common  Stock"),  par value $.01 per share,  of May & Speh,  Inc. ("May & Speh")
held of record by the  undersigned at the close of business on July 31, 1998, at
the Special Meeting of May & Speh  Stockholders to be held on September 17, 1998
at 9:00 A.M.,  local time,  at The  Standard  Club,  320 South  Plymouth  Court,
Chicago,  Illinois,  or any postponements or adjournments  thereof, with all the
powers the undersigned would possess if then and there personally present.      

SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.      

(CONTINUED ON REVERSE SIDE) 

424B2 447th Page of 635 TOC 1st Previous Next ↓Bottom Just 447th
PRELIMINARY COPY--CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY

ACXIOM CORPORATION

PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS 
FOR ANNUAL MEETING TO BE HELD ON SEPTEMBER 17, 1998 

The  undersigned  hereby appoints  Catherine L. Hughes and Shayne D. Smith,  and
each of them, proxies for the undersigned, each with full power of substitution,
to vote all shares of Common  Stock of Acxiom  Corporation  ("Acxiom")  that the
undersigned  may be entitled to vote at the Annual  Meeting of  Stockholders  of
Acxiom to be held on September  17, 1998 at 10:00 A.M.,  local time, at Acxiom's
headquarters,  301 Industrial Boulevard, Conway, Arkansas, or at any adjournment
thereof,  upon the matters set forth on the reverse side hereof and described in
the  accompanying  Proxy  Statement/Prospectus  and on such other matters as may
properly come before the meeting or any adjournments or postponements thereof.  

PLEASE MARK THIS PROXY AS INDICATED ON THE REVERSE SIDE TO VOTE ON ANY ITEM,  IF
YOU WISH TO VOTE IN  ACCORDANCE  WITH THE BOARD OF  DIRECTORS'  RECOMMENDATIONS,
PLEASE SIGN THE REVERSE SIDE; NO BOXES NEED BE CHECKED.                         

Comments/Address change: Please mark comment/address box on reverse side

P R O X Y                                                                       
SEE REVERSE 
SIDE
Please mark your votes as in this sample.                                       
                                                                            4988

X                                                                             
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1 AND 2. 
FOR all nominees
WITHHOLD AUTHORITY to Vote for all Nominees 
 FOR
 AGAINST
 ABSTAIN
Item 1.                                                                         
Item 2.                                                                         
Election of Rodger S. Kline, Robert A. Pritzker and James T. Womble as          
directors of Acxiom for terms expiring at the 2001 Annual Meeting.              
WITHHOLD for the following only: (Write the name of the nominee(s) in the space 
below)                                                                          

--------------------------                                                      
To approve the Merger Proposal as described in the accompanying Proxy           
Statement/Prospectus.                                                           
COMMENTS/ADDRESS CHANGE. Please mark the box if you have written                
comments/address change on your reverse side.                                   
SIGNATURE(S)                             DATED:                                 
           -----------------------------       -------------------------------
Receipt is hereby acknowledged of the Acxiom Corporation Notice of Meeting and  
Proxy Statement/Prospectus                                                      
SIGNATURE(S)                             DATED:                                 
           -----------------------------       -------------------------------
NOTE: Please sign exactly as name appears hereon. If a joint account, each      
   joint owner must sign. When signing as agent,  attorney,  fiduciary executor,
administrator, trustee or guardian, please give full title as such.       

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF ACXIOM 
CORPORATION 

424B2 448th Page of 635 TOC 1st Previous Next ↓Bottom Just 448th
                                                                         Annex F
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   

May 26, 1998    
---------------------------------     
(Date of earliest event reported)     

ACXIOM CORPORATION    
------------------------------------------------------    
(Exact name of Registrant as specified in its charter)    

Delaware                0-13163                 71-0581897      
------------------------------------------------------------------    
(State of          (Commission File No.)       (IRS Employer      
Incorporation)                                 Identification No.)    

P.O. Box 2000, 301 Industrial Blvd., Conway, Arkansas 72033-2000    
----------------------------------------------------------------    
(Address of principal executive offices, including zip code)    

(501) 336-1000    
----------------------------------------------------    
(Registrant's telephone number, including area code)    

Not Applicable    
-------------------------------------------------------------     
(Former name or former address, if changed since last report)     

424B2 449th Page of 635 TOC 1st Previous Next ↓Bottom Just 449th
Item 5.   Other Events                                                        

      On May 26, 1998, Acxiom Corporation (the "Company") entered into
an Agreement and Plan of Merger (the "Merger Agreement"), among the           
Company, ACX Acquisition Co., Inc. and May & Speh, Inc. ("May & Speh"),       
dated as of May 26, 1998.  A copy of the Merger Agreement is attached         
hereto as Exhibit 1 and is hereby incorporated by reference.  On May 26,      
1998, in connection with the execution of the Merger Agreement, the Company   
and May & Speh entered into (i) a Stock Option Agreement, between May &       
Speh, as issuer, and the Company, as grantee, and (ii) a Stock Option         
Agreement, between the Company, as issuer, and May & Speh, as grantee,        
copies of each of which are attached hereto as Exhibits 2 and 3,              
respectively, and are hereby incorporated by reference. On May 26, 1998, in   
connection with the execution of the Merger Agreement, the Company entered    
into Amendment Number One to the Rights Agreement, dated as of January 28,    
1998, between the Company and First Chicago Trust Company of New York, as     
Rights Agent, a copy of which is attached hereto as Exhibit 4 and is hereby   
incorporated by reference.                                                    

     The transaction contemplated by the Merger Agreement, which has
been approved by the board of directors of each company, is intended to be    
accounted for as a pooling of interests and to be a tax-free                  
reorganization.  Consummation of the transactions contemplated in the         
Merger Agreement is subject to the expiration or earlier termination of any   
applicable waiting period under the Hart-Scott-Rodino Antitrust               
Improvements Act of 1976, approval of the transactions by the shareholders    
of the Company and May & Speh, and other customary closing conditions.        

Item 7.   Financial Statements and Exhibits                                   

(c)  Exhibits                                             

            (1)  Agreement and Plan of Merger, dated as of May 26, 1998,
                 among Acxiom Corporation, ACX Acquisition Co., Inc. and
May & Speh, Inc.                      

     (2)  Stock Option Agreement dated as of May 26, 1998,
         between May & Speh, Inc., as issuer, and Acxiom
Corporation, as grantee.              

     (3)  Stock Option Agreement dated as of May 26, 1998,
                between Acxiom Corporation, as issuer, and May & Speh,
Inc., as grantee.                     

       (4)  Amendment Number One, dated as of May 26, 1998, to
                 Rights Agreement, dated as of January 28, 1998, between
               Acxiom Corporation and First Chicago Trust Company of
New York, as Rights Agent.            

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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.                                  

ACXIOM CORPORATION

         By: /s/ Catherine L. Hughes
                   -------------------------------
        Name:  Catherine L. Hughes
                  Title: Secretary and General Counsel

Date: June 4, 1998                                                            

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EXHIBIT INDEX     

                                                               Page in
                                                              Sequential
Exhibit                                                          Numbering    
No.                                                             System  
-------                                                          ----------   
1        Agreement and Plan of Merger, dated as of                      
May 26, 1998, among Acxiom Corporation,               
ACX Acquisition Co., Inc. and May & Speh, Inc.        

2        Stock Option Agreement dated as of May 26, 1998,               
between May & Speh, Inc. as issuer, and Acxiom        
Corporation, as grantee.                              

3        Stock Option Agreement dated as of May 26, 1998,               
between Acxiom Corporation, as issuer, and            
May & Speh, Inc., as grantee.                         

4        Amendment Number One, dated as of May 26, 1998,                
to Rights Agreement, dated as of January 28, 1998,    
between Acxiom Corporation and First Chicago          
Trust Company of New York, as Rights Agent.           

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AGREEMENT AND PLAN OF MERGER    

By and Among    

Acxiom Corporation,     

ACX Acquisition Co., Inc.     

and     

May & Speh, Inc.    

Dated as of May 26, 1998    

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TABLE OF CONTENTS     

ARTICLE I                                                                     
THE MERGER  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3   
Section 1.1    The Merger . . . . . . . . . . . . . . . . . . . . . . .   3   
Section 1.2    Effective Time of the Merger . . . . . . . . . . . . . .   3   

ARTICLE II                                                                    
THE SURVIVING CORPORATION . . . . . . . . . . . . . . . . . . . . . . .   4   
Section 2.1    Certificate of Incorporation . . . . . . . . . . . . . .   4   
Section 2.2    By-Laws  . . . . . . . . . . . . . . . . . . . . . . . .   4   
Section 2.3    Directors and Officers of Surviving Corporation  . . . .   4   

ARTICLE III                                                                   
CONVERSION OF SHARES  . . . . . . . . . . . . . . . . . . . . . . . . .   5   
Section 3.1    Exchange Ratio . . . . . . . . . . . . . . . . . . . . .   5   
Section 3.2    Exchange of Shares . . . . . . . . . . . . . . . . . . .   6   
Section 3.3    Dividends; Transfer Taxes  . . . . . . . . . . . . . . .   6   
Section 3.4    No Fractional Securities . . . . . . . . . . . . . . . .   7   
Section 3.5    Certain Adjustments. . . . . . . . . . . . . . . . . . .   8   
Section 3.6    Closing of Company Transfer Books  . . . . . . . . . . .   8   
Section 3.7    Closing  . . . . . . . . . . . . . . . . . . . . . . . .   9   

ARTICLE IV                                                                    
REPRESENTATIONS AND WARRANTIES OF PARENT  . . . . . . . . . . . . . . .   9   
Section 4.1    Organization . . . . . . . . . . . . . . . . . . . . . .   9   
Section 4.2    Capitalization . . . . . . . . . . . . . . . . . . . . .  10   
Section 4.3    Subsidiaries . . . . . . . . . . . . . . . . . . . . . .  11   
Section 4.4    Authority Relative to this Agreement . . . . . . . . . .  12   
Section 4.5    Consents and Approvals; No Violations  . . . . . . . . .  13   
Section 4.6    Reports and Financial Statements . . . . . . . . . . . .  14   
Section 4.7    Absence of Certain Changes or Events . . . . . . . . . .  15   
Section 4.8    Litigation . . . . . . . . . . . . . . . . . . . . . . .  15   
Section 4.9    Patents, Trademarks, Etc . . . . . . . . . . . . . . . .  16   
Section 4.10   Information in Disclosure Documents and Registration           
               Statement . . . . . . . . . . . . . . . . . . . . . .  16
Section 4.11   Absence of Undisclosed Liabilities . . . . . . . . . . .  17   
Section 4.12   No Default . . . . . . . . . . . . . . . . . . . . . . .  18   
Section 4.13   Title to Properties; Encumbrances  . . . . . . . . . . .  18   
Section 4.14   Compliance with Applicable Law . . . . . . . . . . . . .  19   
Section 4.15   Labor Matters  . . . . . . . . . . . . . . . . . . . . .  19   
Section 4.16   Employee Benefit Plans; ERISA  . . . . . . . . . . . . .  20   
Section 4.17   Vote Required  . . . . . . . . . . . . . . . . . . . . .  24   
Section 4.18   Opinion of Financial Advisor . . . . . . . . . . . . . .  25   
Section 4.19   Ownership of Company Common Stock  . . . . . . . . . . .  25   
Section 4.20   Pooling  . . . . . . . . . . . . . . . . . . . . . . . .  25   
Section 4.21   Taxes  . . . . . . . . . . . . . . . . . . . . . . . . .  25   
Section 4.22   Contracts  . . . . . . . . . . . . . . . . . . . . . . .  28   

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ARTICLE V                                                                     
REPRESENTATIONS AND WARRANTIES OF THE COMPANY . . . . . . . . . . . . .  29   
Section 5.1    Organization . . . . . . . . . . . . . . . . . . . . . .  29   
Section 5.2    Capitalization . . . . . . . . . . . . . . . . . . . . .  30   
Section 5.3    Subsidiaries . . . . . . . . . . . . . . . . . . . . . .  31   
Section 5.4    Authority Relative to this Agreement . . . . . . . . . .  32   
Section 5.5    Consents and Approvals; No Violations  . . . . . . . . .  33   
Section 5.6    Reports and Financial Statements . . . . . . . . . . . .  34   
Section 5.7    Absence of Certain Changes or Events . . . . . . . . . .  35   
Section 5.8    Litigation . . . . . . . . . . . . . . . . . . . . . . .  35   
Section 5.9    Patents, Trademarks, Etc . . . . . . . . . . . . . . . .  36   
Section 5.10   Information in Disclosure Documents and Registration           
               Statement . . . . . . . . . . . . . . . . . . . . . .  36
Section 5.11   Absence of Undisclosed Liabilities . . . . . . . . . . .  37   
Section 5.12   No Default . . . . . . . . . . . . . . . . . . . . . . .  37   
Section 5.13   Taxes  . . . . . . . . . . . . . . . . . . . . . . . . .  38   
Section 5.14   Title to Properties; Encumbrances  . . . . . . . . . . .  40   
Section 5.15   Compliance with Applicable Law . . . . . . . . . . . . .  41   
Section 5.16   Labor Matters  . . . . . . . . . . . . . . . . . . . . .  41   
Section 5.17   Employee Benefit Plans; ERISA  . . . . . . . . . . . . .  41   
Section 5.18   Contracts  . . . . . . . . . . . . . . . . . . . . . . .  46   
Section 5.19   Vote Required  . . . . . . . . . . . . . . . . . . . . .  47   
Section 5.20   Opinion of Financial Advisor . . . . . . . . . . . . . .  47   
Section 5.21   Takeover Statute . . . . . . . . . . . . . . . . . . . .  48   
Section 5.22   The Company Rights Agreement . . . . . . . . . . . . . .  48   
Section 5.23   Ownership of Parent Common Stock . . . . . . . . . . . .  49   
Section 5.24   Pooling  . . . . . . . . . . . . . . . . . . . . . . . .  49   

ARTICLE VI                                                                    
CONDUCT OF BUSINESS PENDING THE MERGER  . . . . . . . . . . . . . . . .  49   
Section 6.1    Conduct of Business by the Company Pending the Merger  .  49   
Section 6.2    Conduct of Business by Parent Pending the Merger . . . .  52   
Section 6.3    Conduct of Business of Sub . . . . . . . . . . . . . . .  54   

ARTICLE VII                                                                   
ADDITIONAL AGREEMENTS . . . . . . . . . . . . . . . . . . . . . . . . .  54   
Section 7.1    Access and Information . . . . . . . . . . . . . . . . .  54   
Section 7.2    Acquisition Proposals  . . . . . . . . . . . . . . . . .  55   
Section 7.3    Registration Statement . . . . . . . . . . . . . . . . .  57   
Section 7.4    Proxy Statements; Stockholder Approvals  . . . . . . . .  58   
Section 7.5    Affiliate Agreements . . . . . . . . . . . . . . . . . .  60   
Section 7.6    Antitrust Laws . . . . . . . . . . . . . . . . . . . . .  61   
Section 7.7    Proxies  . . . . . . . . . . . . . . . . . . . . . . . .  61   
Section 7.8    Employees, Employee Benefits . . . . . . . . . . . . . .  62   
Section 7.9    Stock Options  . . . . . . . . . . . . . . . . . . . . .  63   
Section 7.10   Public Announcements . . . . . . . . . . . . . . . . . .  65   
Section 7.11   By-Law Indemnification  and Insurance  . . . . . . . . .  65   
Section 7.12   Expenses . . . . . . . . . . . . . . . . . . . . . . . .  66   
Section 7.13   Additional Agreements  . . . . . . . . . . . . . . . . .  68   
Section 7.14   Control of the Company's and Parent's Operations . . . .  68   
Section 7.15   Company Rights Plan  . . . . . . . . . . . . . . . . . .  69   

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ARTICLE VIII                                                                  
CONDITIONS TO CONSUMMATION OF THE MERGER  . . . . . . . . . . . . . . .  69   
Section 8.1    Conditions to Each Party's Obligation to Effect                
               the Merger  . . . . . . . . . . . . . . . . . . . . .  69
Section 8.2    Conditions to Obligation of the Company to Effect              
               the Merger  . . . . . . . . . . . . . . . . . . . . .  70
Section 8.3    Conditions to Obligations of Parent and Sub to                 
               Effect the Merger   . . . . . . . . . . . . . . . . .  71

ARTICLE IX                                                                    
TERMINATION, AMENDMENT AND WAIVER . . . . . . . . . . . . . . . . . . .  72   
Section 9.1    Termination  . . . . . . . . . . . . . . . . . . . . . .  72   
Section 9.2    Effect of Termination  . . . . . . . . . . . . . . . . .  75   
Section 9.3    Amendment  . . . . . . . . . . . . . . . . . . . . . . .  76   
Section 9.4    Waiver . . . . . . . . . . . . . . . . . . . . . . . . .  76   

ARTICLE X                                                                     
GENERAL PROVISIONS  . . . . . . . . . . . . . . . . . . . . . . . . . .  76   
Section 10.1   Survival of Representations, Warranties and                    
               Agreements  . . . . . . . . . . . . . . . . . . . . .  76
Section 10.2   Brokers  . . . . . . . . . . . . . . . . . . . . . . . .  77   
Section 10.3   Notices  . . . . . . . . . . . . . . . . . . . . . . . .  77   
Section 10.4   Descriptive Headings . . . . . . . . . . . . . . . . . .  78   
Section 10.5   Entire Agreement; Assignment . . . . . . . . . . . . . .  79   
Section 10.6   Governing Law  . . . . . . . . . . . . . . . . . . . . .  79   
Section 10.7   Specific Performance . . . . . . . . . . . . . . . . . .  79   
Section 10.8   Counterparts . . . . . . . . . . . . . . . . . . . . . .  79   

Exhibit A-1    Irrevocable Proxy                                              
Exhibit A-2    Irrevocable Proxy                                              
Exhibit A-3    Irrevocable Proxy                                              
Exhibit B      Form of Company Rights Plan Amendment                          
Exhibit C      Form of Affiliate Letter for Affiliates of the Company         
Exhibit D      Form of Affiliate Letter for Affiliates of  Parent             

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AGREEMENT AND PLAN OF MERGER    

    AGREEMENT AND PLAN OF MERGER, dated as of May 26, 1998, by and
among Acxiom Corporation, a Delaware corporation ("Parent"), ACX              
Acquisition Co., Inc.,  a Delaware corporation and a wholly owned             
subsidiary of Parent ("Sub"), and May & Speh, Inc., a Delaware corporation    
(the "Company").                                                              

WHEREAS, the Boards of Directors of Parent and Sub and the
Company deem it advisable and in the best interests of their respective       
stockholders that Parent combine with the Company, and such Boards of         
Directors have approved the merger (the "Merger") of Sub with and into the    
Company upon the terms and subject to the conditions set forth herein; and    

   WHEREAS, concurrently with the execution and delivery of this
Agreement, and as a condition and inducement to the Company's willingness     
to enter into this Agreement, a holder of shares of Parent's common stock,    
par value $.10 per share (the "Parent Common Stock") is granting the          
Company an irrevocable proxy in the form attached hereto as Exhibit A-1       
(the "Parent Stock Proxy"), to vote such shares of Parent Common Stock; and   

   WHEREAS, concurrently with the execution and delivery of this
Agreement and as a condition and inducement to Parent's and Sub's             
willingness to enter into this Agreement, certain holders of shares of the    
Company's Common Stock, par value $.01 per share (the "Company Common         
Stock"), are granting Parent irrevocable proxies, in the forms attached       
hereto as Exhibits A-2 and A-3 (the "Company Stock Proxies" and, together     
with the Parent Stock Proxy, the "Proxies"), to vote such shares of Company   
Common Stock; and                                                             

       WHEREAS, immediately following the execution and delivery of this
Agreement, the Company and Parent will enter into a stock option agreement    
(the "Company Option Agreement"), pursuant to which the Company will grant    
Parent the option to purchase shares of Company Common Stock, upon the        
terms and subject to the conditions set forth therein; and                    

       WHEREAS, immediately following the execution and delivery of this
Agreement, the Company and Parent will enter into a stock option agreement    
(the "Parent Option Agreement"), pursuant to which Parent will grant the      
Company the option to purchase shares of Parent Common Stock, upon the        
terms and subject to the conditions set forth therein; and                    

   WHEREAS, for U.S. federal income tax purposes, it is intended
that the Merger shall qualify as a reorganization within the meaning of       
Section 368(a) of the Internal Revenue Code of 1986, as amended (the          
"Code") and this Agreement is hereby adopted as a plan of reorganization      
for purposes of Section 368 of the Code; and                                  

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     WHEREAS, for financial accounting purposes, it is intended that
the Merger shall be accounted for as a pooling of interests under United      
States generally accepted accounting principles.                              

NOW, THEREFORE, in consideration of the foregoing and the 
respective representations, warranties, covenants and agreements set forth    
herein and in the Proxies, the parties hereto agree as follows:               

ARTICLE I     

THE MERGER    

   Section 1.1    The Merger.  Upon the terms and subject to the
conditions set forth herein, at the Effective Time (as defined in Section     
1.2 hereof), Sub shall be merged with and into the Company and the separate   
existence of Sub shall thereupon cease, and the name of the Company, as the   
surviving corporation in the Merger (the "Surviving Corporation"), shall by   
virtue of the Merger be "May & Speh, Inc."  The Merger shall have the         
effects set forth in Section 259 of the General Corporation Law of the        
State of Delaware (the "GCL").                                                

    Section 1.2    Effective Time of the Merger.  The Merger shall
become effective when a properly executed certificate of merger (the          
"Certificate of Merger") is duly filed with the Secretary of State of the     
State of Delaware, which filing shall be made as soon as practicable after    
the closing of the transactions contemplated by this Agreement in             
accordance with Section 3.6 hereof.  When used in this Agreement, the term    
"Effective Time" shall mean the date and time at which the Certificate of     
Merger is so filed.                                                           

ARTICLE II    

THE SURVIVING CORPORATION     

      Section 2.1    Certificate of Incorporation.  The Certificate of
Incorporation of Sub in effect immediately prior to the Effective Time        
shall be the Certificate of Incorporation of the Surviving Corporation        
(except that Article I of the Certificate of Incorporation shall be amended   
as of the Effective Time to read as follows "The name of the Corporation is   
May & Speh, Inc.").                                                           

      Section 2.2    By-Laws.  Subject to Section 7.11 hereof, the By-
Laws of Sub as in effect immediately prior to the Effective Time shall be     
the By-Laws of the Surviving Corporation.                                     

     Section 2.3    Directors and Officers of Surviving Corporation.
(a)  The directors of Sub immediately prior to the Effective Time shall be    
the initial directors of the Surviving Corporation and shall hold office      
from the Effective Time until their respective successors are duly elected    
or appointed and qualify in the manner provided in the Certificate of         
Incorporation and By-Laws of the Surviving Corporation or as otherwise        
provided by law.                                                              

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(b)  The officers of the Company immediately prior to the 
Effective Time shall be the initial officers of the Surviving Corporation     
and shall hold office from the Effective Time until their respective          
successors are duly elected or appointed and qualify in the manner provided   
in the Certificate of Incorporation and By-Laws of the Surviving              
Corporation, or as otherwise provided by law.                                 

ARTICLE III     

CONVERSION OF SHARES    

      Section 3.1    Exchange Ratio.  At the Effective Time, by virtue
of the Merger and without any action on the part of the holders of any of     
the capital stock of Sub or the Company:                                      

       (a)  Each share of Company Common Stock (the "Shares") issued and
outstanding immediately prior to the Effective Time (other than Shares held   
by Parent or any direct or indirect wholly owned subsidiary of Parent or      
Shares to be cancelled pursuant to Section 3.1(b)) shall be converted into    
the right to receive .80 (the "Exchange Ratio") of a validly issued, fully    
paid and non-assessable share of common stock, par value $.10 per share, of   
Parent ("Parent Shares"), payable upon the surrender of the certificate       
formerly representing such Share.  Holders of Shares shall also have the      
right to receive together with each Parent Share issued in the Merger, one    
associated preferred stock purchase right (a "Parent Right") in accordance    
with the Rights Agreement dated as of January 28, 1998 (the "Parent Rights    
Agreement"), between Parent and First Chicago Trust Company of New York.      
References herein to the Parent Shares issuable in the Merger shall be        
deemed to include the associated Parent Rights.                               

  (b)  Each Share held in the treasury of the Company and each
Share held by Parent or any direct or indirect wholly owned subsidiary of     
Parent immediately prior to the Effective Time shall be cancelled and         
retired and cease to exist and no consideration shall be delivered in         
exchange therewith.                                                           

       (c)  Each share of Common Stock, par value $.01 per share, of Sub
issued and outstanding immediately prior to the Effective Time shall be       
converted into and become one validly issued, fully paid and non-assessable   
share of common stock, par value $.01 per share, of the Surviving             
Corporation, and the Surviving Corporation  shall be a wholly owned           
subsidiary of Parent.                                                         

       Section 3.2    Exchange of Shares.  Parent shall authorize one or
more persons (reasonably satisfactory to the Company) to act as exchange      
agent hereunder (the "Exchange Agent").  As soon as practicable after the     
Effective Time, Parent shall make available, and each holder of Shares will   
be entitled to receive, upon surrender to the Exchange Agent of one or more   
certificates representing such Shares for cancellation, certificates          
representing the number of Parent Shares into which such Shares are           
converted in the Merger.  The Parent Shares into which the Shares shall be    
converted in the Merger shall be deemed to have been issued at the            
Effective Time.                                                               

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      Section 3.3    Dividends; Transfer Taxes.  No dividends that are
declared on Parent Shares will be paid to persons entitled to receive         
certificates representing Parent Shares until such persons surrender their    
certificates representing Shares.  Upon such surrender, there shall be paid   
to the person in whose name the certificates representing such Parent         
Shares shall be issued, any dividends which shall have become payable with    
respect to such Parent Shares between the Effective Time and the time of      
such surrender.  In no event shall the person entitled to receive such        
dividends be entitled to receive interest on such dividends.  If any          
certificates for any Parent Shares are to be issued in a name other than      
that in which the certificate representing Shares surrendered in exchange     
therefor is registered it shall be a condition of such exchange that the      
person requesting such exchange shall pay to the Exchange Agent any           
transfer or other taxes required by reason of the issuance of certificates    
for such Parent Shares in a name other than that of the registered holder     
of the certificate surrendered or shall establish to the satisfaction of      
the Exchange Agent that such tax has been paid or is not applicable.          
Notwithstanding the foregoing, neither the Exchange Agent nor any party       
hereto shall be liable to a holder of Shares for any Parent Shares or         
dividends thereon or, in accordance with Section 3.4 hereof, proceeds of      
the sale of fractional interests, delivered to a public official pursuant     
to applicable escheat laws.                                                   

  Section 3.4    No Fractional Securities.  No certificates or
scrip representing fractional Parent Shares shall be issued upon the          
surrender for exchange of certificates representing Shares pursuant to this   
Article III and no dividend, stock split-up or other change in the capital    
structure of the Company shall relate to any fractional security, and such    
fractional interests shall not entitle the owner thereof to vote or to any    
rights of a security holder.  In lieu of any such fractional securities,      
each holder of Shares who would otherwise have been entitled to a fraction    
of a Parent Share upon surrender of stock certificates for exchange           
pursuant to this Article III will be paid cash upon such surrender in an      
amount equal to the product of such fraction multiplied by the closing sale   
price of Parent Shares on the National Association of Securities Dealers      
Automated Quotations National Market System (the "NASDAQ") on the day of      
the Effective Time, or, if the Parent Shares are not so traded on such day,   
the closing sale price on the next preceding day on which such stock was      
traded on the NASDAQ.                                                         

     Section 3.5    Certain Adjustments.  If between the date hereof
and the Effective Time, the outstanding shares of Parent Common Stock or of   
Company Common Stock shall be changed into a different number of shares by    
reason or reclassification, recapitalization, split-up, combination or        
exchange of shares, or any dividend payable in stock or other securities      
shall be declared thereon with a record date within such period, the          
Exchange Ratio shall be adjusted accordingly to provide the holders of        
Company Common Stock, the same economic effect as contemplated by this        
Agreement prior to such reclassification, recapitalization, split-up,         
combination, exchange or dividend.                                            

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Section 3.6    Closing of Company Transfer Books.  At the 
Effective Time, the stock transfer books of the Company shall be closed and   
no transfer of Shares shall thereafter be made.  From and after the           
Effective Time, the holders of the Shares issued and outstanding              
immediately prior to the Effective Time shall cease to have any rights with   
respect to such Shares, except as otherwise provided herein.  If, after the   
Effective Time, certificates representing Shares are presented to the         
Surviving Corporation, they shall be cancelled and exchanged for              
certificates representing Parent Shares and cash in lieu of any fractional    
shares in accordance with Section 3.4 hereof.                                 

Section 3.7    Closing.  The closing of the transactions  
contemplated by this Agreement (the "Closing") shall take place at the        
offices of Skadden, Arps, Slate, Meagher & Flom LLP, 919 Third Avenue, New    
York, New York, at 10:00 a.m., local time, on the later of (a) the date of    
the stockholders' meetings referred to in Section 7.4 hereof or (b) the day   
on which all of the conditions set forth in Article VIII hereof are           
satisfied or waived, or at such other date, time and place as Parent and      
the Company shall agree.                                                      

ARTICLE IV    

REPRESENTATIONS AND WARRANTIES OF PARENT    

Parent represents and warrants to the Company as follows: 

Section 4.1    Organization.  Parent is a corporation duly
organized, validly existing and in good standing under the laws of the        
State of Delaware and has the corporate power to carry on its business as     
it is now being conducted or presently proposed to be conducted.  Parent is   
duly qualified as a foreign corporation to do business, and is in good        
standing, in each jurisdiction where the character of its properties owned    
or held under lease or the nature of its activities make such qualification   
necessary, except where such failures to be so qualified would not in the     
aggregate have a material adverse effect on the business, assets,             
liabilities, condition (financial or otherwise) or results of operations of   
Parent and its subsidiaries, taken as a whole (a "Parent Material Adverse     
Effect").  Sub is a corporation duly organized, validly existing and in       
good standing under the laws of the State of Delaware.  Sub has not engaged   
in any business since the date of its incorporation.                          

     Section 4.2    Capitalization.  The authorized capital stock of
Parent consists of 200,000,000 shares of Common Stock, par value $.10 per     
share, and 1,000,000 shares of Preferred Stock, par value $.01 per share      
("Parent Preferred Stock"), of which 200,000 shares have been designated as   
Participating Preferred Stock (the "Participating Preferred Stock").  As of   
the date hereof, (i) 52,446,883 Parent Shares were issued and outstanding     
and (ii) no shares of Parent Preferred Stock were issued and outstanding.     
Except as set forth on Schedule 4.2 hereto, all of the issued and             
outstanding Parent Shares are validly issued, fully paid and nonassessable    
and free of preemptive rights.  All of the Parent Shares issuable in          
exchange for Shares at the Effective Time in accordance with this Agreement   
will be, when so issued, duly authorized, validly issued, fully paid and      
nonassessable.  The authorized capital stock of Sub consists of 1,000         
shares of Common Stock, par value $.01 per share, 100 shares of which are     
validly issued and outstanding, fully paid and nonassessable and are owned    
by Parent.  Except as set forth in Schedule 4.2 hereto, there are no          
outstanding options, warrants, subscriptions, calls, rights, convertible      
securities or other agreements or commitments obligating Parent to issue,     
transfer or sell any of its securities other than:  (i) rights to acquire     
shares of Participating Preferred Stock pursuant to the Parent Rights         
Agreement, and (ii) options to receive or acquire 7,725,516 Parent Shares     
pursuant to employee incentive or benefit plans, programs and arrangements    
("Parent Employee Stock Options") and (iii) the Parent Option Agreement.      

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       Section 4.3    Subsidiaries.  Schedule 4.3 hereto sets forth each
direct or indirect interest owned by Parent in any other corporation,         
partnership, joint venture or other business association or entity, foreign   
or domestic, of which Parent or any of its other Parent Subsidiaries owns,    
directly or indirectly, greater than fifty percent of the shares of capital   
stock or other equity interests (including partnership interests) entitled    
to cast at least a majority of the votes that may be cast by all shares or    
equity interests having ordinary voting power for the election of directors   
or other governing body of such entity (each such entity is hereinafter       
referred to as a "Parent Subsidiary" and are hereinafter collectively         
referred to as the "Parent Subsidiaries").  Each Parent Subsidiary is a       
corporation duly organized, validly existing and in good standing under the   
laws of its jurisdiction of incorporation.  Each Parent Subsidiary is duly    
qualified as a foreign corporation to do business, and is in good standing,   
in each jurisdiction where the character of its properties owned or held      
under lease or the nature of its activities makes such qualification          
necessary except where the failure to be so qualified will not have a         
Parent Material Adverse Effect.  Each Parent Subsidiary has the corporate     
power to carry on its business as it is now being conducted or presently      
proposed to be conducted.  All of the outstanding shares of capital stock     
of the Parent Subsidiaries are validly issued, fully paid and                 
nonassessable.  Except as set forth on Schedule 4.3, all of the outstanding   
shares of capital stock of, or other ownership interests in, each of the      
Parent Subsidiaries are owned by Parent or by a Parent Subsidiary free and    
clear of any liens, claims, charges or encumbrances.  There are not now,      
and at the Effective Time there will not be, any outstanding options,         
warrants, subscriptions, calls, rights, convertible securities or other       
agreements or commitments obligating Parent or any Parent Subsidiary to       
issue, transfer or sell any securities of any Parent Subsidiary.  There are   
not now, and at the Effective Time there will not be, any voting trusts or    
other agreements or understandings to which Parent or any of the Parent       
Subsidiaries is a party or is bound with respect to the voting of the         
capital stock of Parent or any of the Parent Subsidiaries.                    

   Section 4.4    Authority Relative to this Agreement.  Each of
Parent and Sub has the corporate power to enter into this Agreement, the      
Parent Option Agreement and the Company Option Agreement, to carry out its    
obligations hereunder and thereunder and to consummate the Merger.  The       
execution and delivery of this Agreement, the Parent Option Agreement and     
the Company Option Agreement by Parent and Sub, the consummation by Parent    
and Sub of the transactions contemplated hereby and thereby and the           
consummation of the Merger have been duly authorized by the Boards of         
Directors of Parent and Sub, and by the  Disinterested Directors (pursuant    
to Article Tenth, Section (b) of Parent's Certificate of Incorporation) and   
by Parent as the sole stockholder of Sub, and, except for the approvals of    
Parent's stockholders to be sought at the stockholders' meeting               
contemplated by Section 7.4(b) hereof no other corporate proceedings on the   
part of Parent or Sub are necessary to authorize this Agreement or the        
transactions contemplated hereby.  This Agreement, the Parent Option          
Agreement and the Company Option Agreement have been duly and validly         
executed and delivered by each of Parent and Sub and, assuming the due        
authorization, execution and delivery by the other party hereto and           
thereto, this Agreement, the Parent Option Agreement and the Company Option   
Agreement constitute valid and binding agreements of each of Parent and       
Sub, enforceable against Parent and Sub in accordance with their respective   
terms, except insofar as enforceability may be limited by applicable          
bankruptcy, insolvency, reorganization, moratorium or similar laws            
affecting creditors' rights generally, or principles governing the            
availability of equitable remedies.                                           

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       Section 4.5    Consents and Approvals; No Violations.  Except for
applicable requirements of the Hart-Scott-Rodino Antitrust Improvements Act   
of 1976 (the "HSR Act"), the Securities Act of 1933, as amended (the          
"Securities Act"), the Securities Exchange Act of 1934, as amended (the       
"Exchange Act"), the rules and regulations of NASDAQ, state securities or     
blue sky laws, and the filing and recordation of a Certificate of Merger as   
required by the GCL, no filing with, and no permit, authorization, consent    
or approval of, any public body or authority is necessary for the             
consummation by Parent and Sub of the transactions contemplated by this       
Agreement, the Parent Option Agreement and the Company Option Agreement.      
Except as set forth on Schedule 4.5, neither the execution and delivery of    
this Agreement, the Parent Option Agreement or the Company Option Agreement   
by Parent or Sub nor the consummation by Parent or Sub of the transactions    
contemplated hereby or thereby, nor compliance by Parent or Sub with any of   
the provisions hereof or thereof will (a) conflict with or result in any      
breach of any provisions of the Certificate of Incorporation or By-Laws of    
Parent or of Sub, (b) result in a violation or breach of, or constitute       
(with or without due notice or lapse of time or both) a default (or give      
rise to any right of termination, cancellation or acceleration) under, any    
of the terms, conditions or provisions of any note, bond, mortgage,           
indenture, license, contract, agreement or other instrument or obligation     
to which Parent or any of its subsidiaries is a party or by which any of      
them or any of their properties or assets may be bound or (c) violate any     
order, writ, injunction, decree, statute, rule or regulation applicable to    
Parent, any of its subsidiaries or any of their properties or assets,         
except in the case of clauses (b) and (c) for violations, breaches or         
defaults which would not individually or in the aggregate have a Parent       
Material Adverse Effect.                                                      

  Section 4.6    Reports and Financial Statements.  Parent has
filed all reports required to be filed with the Securities and Exchange       
Commission (the "SEC") pursuant to the Exchange Act since March 31, 1996      
(such reports together with all registration statements, prospectuses and     
information statements filed by the Company since March 31, 1996 being        
hereinafter collectively referred to as the "Parent SEC Reports"), and has    
previously furnished the Company with true and complete copies of all such    
Parent SEC Reports.  None of such Parent SEC Reports, as of their             
respective dates, contained any untrue statement of a material fact or        
omitted to state a material fact required to be stated therein or necessary   
to make the statements therein, in light of the circumstances under which     
they were made, not misleading.  As of their respective dates, all such       
Parent SEC Reports complied as to form in all material respects with the      
applicable requirements of the Securities Act.  Each of the balance sheets    
(including the related notes) included in the Parent SEC Reports fairly       
presents the consolidated financial position of Parent and its subsidiaries   
as of the respective dates thereof, and the other related statements          
(including the related notes) included therein fairly present the results     
of operations and the changes in financial position of Parent and its         
subsidiaries for the respective periods or as of the respective dates set     
forth therein (subject, where appropriate, to normal year-end adjustments),   
all in conformity with generally accepted accounting principles               
consistently applied during the periods involved except as otherwise noted    
therein.                                                                      

     Section 4.7    Absence of Certain Changes or Events.  Except as
set forth in the Parent SEC Reports, since December 31, 1997, neither         
Parent nor any of the Parent Subsidiaries has:  (a) suffered any change       
which had or would have a Parent Material Adverse Effect or (b) subsequent    
to the date hereof, except as permitted by Section 6.2 hereof, conducted      
its business and operations other than in the ordinary course of business     
and consistent with past practices.                                           

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    Section 4.8    Litigation.  Except for litigation disclosed in
the Parent SEC Reports and except as set forth on Schedule 4.8, there is no   
suit, action or proceeding pending or, to the knowledge of Parent,            
threatened against or affecting Parent or any of its subsidiaries, the        
outcome of which, is reasonably likely to have a Parent Material Adverse      
Effect; nor is there any judgment, decree, injunction, rule or order of any   
court, governmental department, commission, agency, instrumentality or        
arbitrator outstanding against Parent or any of the Parent Subsidiaries       
having, or which has or would have, a Parent Material Adverse Effect.         

      Section 4.9    Patents, Trademarks, Etc.  Except as set forth on
Schedule 4.9, to the knowledge of Parent, Parent and the Parent               
Subsidiaries own or possess adequate licenses or other valid rights to use    
all material patents, patent rights, trademarks, trademark rights, trade      
names, trade name rights, copyrights, service marks, licenses, trade          
secrets, applications for trademarks and for service marks, computer          
software, software programs,  know-how and other proprietary rights and       
information (collectively,"Proprietary Rights") used or held for use in       
connection with the business of Parent and the Parent Subsidiaries as         
currently conducted or as contemplated to be conducted, free and clear of     
any liens, claims or encumbrances.  Except as set forth on Schedule 4.9       
hereto, to the knowledge of Parent, the conduct of the business of Parent     
and the Parent Subsidiaries as currently conducted does not conflict in any   
way with any Proprietary Right of any third party.  Except as set forth in    
Schedule 4.9 hereto, to the knowledge of Parent there are no infringements    
of any of the Proprietary Rights owned by or licensed to Parent or any of     
the Parent Subsidiaries.                                                      

Section 4.10   Information in Disclosure Documents and    
Registration Statement.  None of the information to be supplied by Parent     
or Sub for inclusion in (a) the Registration Statement to be filed with the   
SEC by Parent on Form S-4 under the Securities Act for the purpose of         
registering the Parent Shares to be issued in the Merger (the "Registration   
Statement") and (b) the joint proxy statement to be distributed in            
connection with the Parent's and the Company's meeting of stockholders to     
vote upon this Agreement (the "Proxy Statement") will in the case of the      
Registration Statement, at the time it becomes effective and at the           
Effective Time, or, in the case of the Proxy Statement or any amendments      
thereof or supplements thereto, at the time of the mailing of the Proxy       
Statement and any amendments or supplements thereto, and at the time of the   
meeting of stockholders to be held in connection with the Merger, contain     
any untrue statement of a material fact or omit to state any material fact    
required to be stated therein or necessary in order to make the statements    
therein, in light of the circumstances under which they are made, not         
misleading.  The Registration Statement will comply as to form in all         
material respects with the provisions of the Securities Act, and the rules    
and regulations promulgated thereunder.                                       

Section 4.11   Absence of Undisclosed Liabilities         

Other than obligations incurred in the ordinary course of 
business, neither Parent nor any of the Parent Subsidiaries has any           
liabilities or obligations of any nature, whether or not accrued,             
contingent or otherwise, and there is no existing condition, situation or     
set of circumstances which would reasonably be expected to result in such a   
liability or obligation which would be required to be disclosed on a          
consolidated balance sheet under GAAP, except (a) liabilities or              
obligations reflected in the Parent SEC Reports and (b) liabilities or        
obligations which would not, individually or in the aggregate, have a         
Parent Material Adverse Effect.                                               

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      Section 4.12   No Default.  Neither Parent nor any of the Parent
Subsidiaries is in default or violation (and no event has occurred which      
with notice or the lapse of time or both would constitute a default or        
violation) of any term, condition or provision of (a) its Certificate of      
Incorporation or By-Laws, (b) any note, bond, mortgage, indenture, license,   
agreement, contract, lease, commitment or other obligation to which Parent    
or any of the Parent Subsidiaries is a party or by which they or any of       
their properties or assets may be bound, or (c) any order, writ,              
injunction, decree, statute, rule or regulation applicable to Parent or any   
of the Parent Subsidiaries, except in the case of clauses (b) and (c) above   
for defaults or violations which would not have a Parent Material Adverse     
Effect.                                                                       

Section 4.13   Title to Properties; Encumbrances.         

       Except as described in the following sentence, each of Parent and
the Parent Subsidiaries has good and valid and marketable title to, or a      
valid leasehold interest in, all of its properties and assets (real,          
personal and mixed, tangible and intangible) material to the operation of     
Parent's business and operations, including, without limitation, all such     
properties and assets reflected in the consolidated balance sheet of Parent   
and the Parent Subsidiaries as of December 31, 1997 included in Parent's      
Quarterly Report on Form l0-Q for the period ended on such date (except for   
properties and assets disposed of in the ordinary course of business and      
consistent with past practices since December 31, 1997). None of such         
properties or assets are subject to any liability, obligation, claim, lien,   
mortgage, pledge, security interest, conditional sale agreement, charge or    
encumbrance of any kind (whether absolute, accrued, contingent or             
otherwise), except (i) as set forth in the Parent SEC Reports, and (ii)       
such encumbrances that do not individually or in the aggregate have a         
Parent Material Adverse Effect.                                               

    Section 4.14   Compliance with Applicable Law.  Each of Parent
and the Parent Subsidiaries is in compliance with all applicable laws         
(whether statutory or otherwise), rules, regulations, orders, ordinances,     
judgments or decrees of all governmental authorities (federal, state,         
local, foreign or otherwise) (collectively "Laws") except where the failure   
to be in such compliance would not, individually or in the aggregate, have    
a Parent Material Adverse Effect.                                             

    Section 4.15   Labor Matters.  Except as set forth in Schedule
4.15 hereto, neither Parent nor any of the Parent Subsidiaries is a party     
to, or bound by, any collective bargaining agreement, contract or other       
agreement or understanding with a labor union or labor organization.  There   
is no unfair labor practice or labor arbitration proceeding pending or, to    
the knowledge of Parent, threatened against Parent or the Parent              
Subsidiaries relating to their business, except for any such preceding        
which would not have a Parent Material Adverse Effect.  To the knowledge of   
Parent, there are no organizational efforts with respect to the formation     
of a collective bargaining unit presently being made or threatened            
involving employees of Parent or any of the Parent Subsidiaries.              

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       Section 4.16   Employee Benefit Plans; ERISA.  (a)  Schedule 4.16
hereto contains a true and complete list of each bonus, deferred              
compensation, incentive compensation, stock purchase, stock option,           
severance or termination pay, hospitalization or other medical, life or       
other insurance, supplemental unemployment benefits, profit-sharing,          
pension, or retirement plan, program, agreement or arrangement, and each      
other employee benefit plan, program, agreement or arrangement (the "Parent   
Plans"), maintained or contributed to or required to be contributed to by     
(i) Parent, (ii) any Parent Subsidiary or (iii) any trade or business,        
whether or not incorporated (an "ERISA Affiliate"), that together with        
Parent would be deemed a "single employer" within the meaning of Section      
4001 of the Employee Retirement Income Security Act of 1974, as amended,      
and the rules and regulations promulgated thereunder ("ERISA"), for the       
benefit of any employee or former employee of Parent, any Parent Subsidiary   
or any ERISA Affiliate.  Schedule 4.16 hereto identifies each of the Parent   
Plans that is an "employee benefit plan," as that term is defined in          
Section 3(3) of ERISA (such plans being hereinafter referred to               
collectively as the "Parent ERISA Plans").                                    

(b)  With respect to each of the Parent Plans, Parent has 
heretofore made available to the Company true and complete copies of each     
of the following documents:                                                   

        (i)  a copy of the Parent Plan (including all amendments
thereto);                                                           

         (ii) a copy of the annual report and actuarial report, if
required under ERISA, with respect to each such Parent Plan for the 
last two years;                                                     

(iii)     a copy of the most recent Summary Plan
Description, together with each Summary of Material Modifications,  
required under ERISA with respect to such Parent Plan;              

        (iv) if the Parent Plan is funded through a trust or any
third party funding vehicle, a copy of the trust or other funding   
 agreement (including all amendments thereto) and the latest financial
statements thereof; and                                             

           (v)  the most recent determination letter received from the
 Internal Revenue Service with respect to each Parent Plan intended to
qualify under Section 401 of the Code.                              

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    (c)  No liability under Title IV of ERISA has been incurred by
Parent, any Parent Subsidiary or any ERISA Affiliate since the effective      
date of ERISA that has not been satisfied in full, and no condition exists    
that presents a material risk to Parent, any Parent Subsidiary or any ERISA   
Affiliate of incurring a liability under such Title.  To the extent this      
representation applies to Sections 4064, 4069 or 4204 of Title IV of ERISA,   
it is made not only with respect to the ERISA Plans but also with respect     
to any employee benefit plan, program, agreement or arrangement subject to    
Title IV of ERISA to which Parent, a Parent Subsidiary or an ERISA            
Affiliate made, or was required to make, contributions during the five-year   
period ending on the Effective Time.                                          

     (d)  With respect to each Parent ERISA Plan which is subject to
Title IV of ERISA, the present value of accrued benefits under such plan,     
based upon the actuarial assumptions used for funding purposes in the most    
recent actuarial report prepared by such plan's actuary with respect to       
such plan did not exceed, as of its latest valuation date, the then current   
value of the assets of such plan allocable to such accrued benefits.          

       (e)  No Parent ERISA Plan or any trust established thereunder has
incurred any "accumulated funding deficiency" (as defined in Section 302 of   
ERISA and Section 412 of the Code), whether or not waived, as of the last     
day of the most recent fiscal year of each Parent ERISA Plan ended prior to   
the Effective Time; and all contributions required to be made with respect    
thereto (whether pursuant to the term of any Parent ERISA Plan or             
otherwise) on or prior to the Effective Time have been timely made.           

     (f)  No Parent ERISA Plan is a "multiemployer pension plan," as
defined in Section 3(37) of ERISA, nor is any Parent ERISA Plan a plan        
described in Section 4063(a) of ERISA.                                        

       (g)  Each Parent ERISA Plan intended to be "qualified" within the
meaning of Section 401(a) of the Code is so qualified and the trusts          
maintained thereunder are exempt from taxation under Section 501(a) of the    
Code.                                                                         

      (h)  Each of the Parent Plans has been operated and administered
in all material respects in accordance with applicable laws, including, but   
not limited to, ERISA and the Code.                                           

    (i)  No amounts payable under the Parent Plans will fail to be
deductible for federal income tax purposes by virtue of Section 280G of the   
Code.                                                                         

(j)  No Parent Plan provides benefits, including without  
limitation death or medical benefits (whether or not insured), with respect   
to current or former employees of Parent, any Parent Subsidiary or any        
ERISA Affiliate beyond their retirement or other termination of service,      
other than (i) coverage mandated by applicable law, (ii) death benefits or    
retirement benefits under any "employee pension plan", as that term is        
defined in Section 3(2) of ERISA, (iii) deferred compensation benefits        
accrued as liabilities on the books of Parent, any Parent Subsidiary or any   
ERISA Affiliate or (iv) benefits the full cost of which is borne by the       
current or former employee (or his beneficiary).                              

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    (k)  The consummation of the transactions contemplated by this
Agreement will not:                                                           

         (i)  entitle any current or former employee or officer of
  Parent, any Parent Subsidiary or any ERISA Affiliate to severance pay,
unemployment compensation or any other payment, except as expressly 
provided in this Agreement,                                         

           (ii) accelerate the time of payment or vesting, or increase
the amount of compensation due any such employee or officer, or     

           (iii)     result in any prohibited transaction described in
Section 406 of ERISA or Section 4975 of the Code for which an       
exemption is not available.                                         

    (l)  With respect to each Parent Plan that is funded wholly or
partially through an insurance policy, there will be no material liability    
of Parent, any Parent Subsidiary or any ERISA Affiliate, as of the            
Effective Time, under any such insurance policy or ancillary agreement with   
respect to such insurance policy in the nature of a retroactive rate          
adjustment, loss sharing arrangement or other actual or contingent            
liability arising wholly or partially out of events occurring prior to the    
closing.                                                                      

       (m)  There are no pending, threatened or anticipated claims by or
on behalf of any of the Parent Plans, by any employee or beneficiary          
covered under any such Parent Plan, or otherwise involving any such Parent    
Plan (other than routine claims for benefits).                                

(n)  Neither Parent, any Parent Subsidiary or any ERISA   
Affiliate, nor any of the Parent ERISA Plans, nor any trust created           
thereunder, nor any trustee or administrator thereof has engaged in a         
transaction in connection with which Parent, any Parent Subsidiary or any     
ERISA Affiliate, any of the Parent ERISA Plans, any such trust, or any        
trustee or administrator thereof, or any party dealing with the Parent        
ERISA Plans or any such trust could be subject to either a material civil     
liability under Section 409 of ERISA or Section 502(i) of ERISA, or a         
material tax imposed pursuant to Section 4975 or 4976 of the Code.            

  Section 4.17   Vote Required.  Approval of the Merger by the
stockholders of Parent will require the approval of a majority of the total   
votes cast in person or by proxy at the stockholders' meeting referred to     
in Section 7.4.  No other vote of the stockholders of Parent, or of the       
holders of any other securities of Parent (equity or otherwise), is           
required by law, the Certificate of Incorporation or By-laws of Parent or     
otherwise in order for Parent to consummate the Merger, the Parent Option     
Agreement and the transactions contemplated hereby and thereby.               

Section 4.18   Opinion of Financial Advisor.  The Board of
Directors of Parent (at a meeting duly called and held) has unanimously       
determined that the transactions contemplated hereby are fair to and in the   
best interests of the holders of the Parent Shares.  Parent has received      
the opinion of Stephens Inc., Parent's financial advisor, substantially to    
the effect that the Exchange Ratio is fair to Parent from a financial point   
of view.                                                                      

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 Section 4.19  Ownership of Company Common Stock.  Except as
contemplated by this Agreement, the Proxies and the Company Option            
Agreement, as of the date hereof, neither Parent nor, to its knowledge        
without independent investigation, any of its affiliates, (i) beneficially    
owns (as defined in Rule 13d-3 under the Exchange Act), directly or           
indirectly, or (ii) is party to any agreement, arrangement or understanding   
for the purpose of acquiring, holding, voting or disposing of, in each        
case, shares of capital stock of the Company.                                 

      Section 4.20  Pooling.  Neither Parent nor any Parent Subsidiary
has knowledge of any fact or information which causes, or should reasonably   
cause, Parent or Subsidiary to believe that the transactions contemplated     
by this Agreement could not be accounted for as a pooling of interests        
under Opinion 16 of the Accounting Principles Board and applicable SEC        
rules and regulations.                                                        

      Section 4.21  Taxes.  (a)  All federal, state, local and foreign
Tax Returns required to be filed by or on behalf of Parent, each of the       
Parent Subsidiaries, and each affiliated, combined, consolidated or unitary   
group of which Parent or any of its Subsidiaries (i) is a member (a           
"Current Parent Group") or (ii) has been a member within six years prior to   
the date hereof but is not currently a member, but only insofar as any such   
Tax Return relates to a taxable period ending on a date within the last six   
years (a "Past Parent Group," together with Current Parent Groups, a          
"Parent Affiliated Group") have been timely filed, and all such Tax Returns   
are complete and accurate except to the extent any failure to file or any     
inaccuracies in filed returns would not, individually or in the aggregate,    
have a Parent Material Adverse Effect (it being understood that the           
representations made in this Section, to the extent that they relate to       
Past Parent Groups, are made to the knowledge of Parent).  All Taxes due      
and owing by Parent, any Parent Subsidiary or any Parent Affiliated Group     
have been timely paid, or adequately reserved for, except to the extent any   
failure to pay or reserve would not, individually or in the aggregate, have   
a Parent Material Adverse Effect.  There is no audit examination,             
deficiency, refund litigation, proposed adjustment or matter in controversy   
with respect to any Taxes due and owing by Parent, any Parent Subsidiary or   
any Affiliated Group which would, individually or in the aggregate, have a    
Parent Material Adverse Effect.  All assessments for Taxes due and owing by   
Parent, any Parent Subsidiary or any Parent Affiliated Group with respect     
to completed and settled examinations or concluded litigation have been       
paid.  Prior to the date of this Agreement, Parent has provided the Company   
with written schedules of (i) the taxable years of Parent for which the       
statutes of limitations with respect to U.S. federal income Taxes have not    
expired, and (ii) with respect to U.S. federal income Taxes, for all          
taxable years for which the statute of limitations has not yet expired,       
those years for which examinations have been completed, those years for       
which examinations are presently being conducted, and those years for which   
examinations have not yet been initiated.  Parent and each of the Parent      
Subsidiaries have complied in all material respects with all rules and        
regulations relating to the payment and withholding of Taxes, except to the   
extent any such failure to comply would not, individually or in the           
aggregate, have a Parent Material Adverse Effect.                             

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       (b)  Neither Parent nor any of the Parent Subsidiaries is a party
to, bound by, or has any obligation under any Tax sharing, allocation,        
indemnity, or similar contract or arrangement.                                

     (c)  Neither Parent nor any of the Parent Subsidiaries knows of
any fact or has taken any action that could reasonably be expected to         
prevent the Merger from qualifying as a reorganization with the meaning of    
Section 368(a) of the Code.                                                   

       (d)  Schedule 4.21 sets forth (i) the taxable years of Parent for
which the statute of limitations with respect to Material State income        
Taxes have not expired, and (ii) with respect to Material State income        
Taxes, for all taxable years for which the statute of limitations has not     
expired, those years for which examinations have been completed, those        
years for which examinations are presently being conducted, and those years   
for which examinations have not yet been initiated.                           

     (e)  For purposes of this Agreement:  (i) "Taxes" means any and
all federal, state, local, foreign, provincial, territorial or other taxes,   
imposts, rates, levies, assessments and other charges of any kind             
whatsoever whether imposed directly or through withholding (together with     
any and all interest, penalties, additions to tax and additional amounts      
applicable with respect thereto), including, without limitation, income,      
franchise, windfall or other profits, gross receipts, property, sales, use,   
capital stock, payroll, employment, social security, workers' compensation,   
unemployment compensation, net worth, excise, withholding, ad valorem and     
value added taxes, and (ii) "Tax Return" means any declaration, return,       
report, schedule, certificate, statement or other similar document            
(including relating or supporting information) required to be filed or,       
where none is required to be filed with a taxing authority, the statement     
or other document issued by a taxing authority in connection with any Tax,    
including, without limitation, any information return, claim for refund,      
amended return or declaration of estimated Tax.  For purposes of this         
Section 4.21 "Material State" means any state for which the average           
allocation percentage  of Parent and the Parent Subsidiaries for the past     
three years exceeds ten percent (10%).                                        

    Section 4.22  Contracts.  Except as set forth on Schedule 4.22
hereto, neither Parent nor any of the Parent Subsidiaries is party to any     
agreement (whether written or oral) that (a) involves performance of          
services or delivery of goods or materials of an amount or value in excess    
of $3 million per year; or (b) is a software licensing agreement involving    
an amount or value in excess of $2,000,000 (the "Parent Contracts").  Each    
Parent Contract is valid and binding on Parent and is in full force and       
effect, and Parent and each of the Parent Subsidiaries have in all material   
respects performed all obligations required to be performed by them to date   
under each Parent Contract, except where such noncompliance, individually     
or in the aggregate, would not have a Parent Material Adverse Effect.         
Neither Parent nor any of the Parent Subsidiaries knows of, or has received   
notice of, any violation or default under any Parent Contract except for      
such violations or defaults as would not in the aggregate have a Parent       
Material Adverse Effect.                                                      

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ARTICLE V     

REPRESENTATIONS AND WARRANTIES OF THE COMPANY     

       The Company represents and warrants to Parent and Sub as follows:

     Section 5.1    Organization.  The Company is a corporation duly
organized, validly existing and in good standing under the laws of the        
State of Delaware and has the corporate power to carry on its business as     
it is now being conducted or presently proposed to be conducted. The          
Company is duly qualified as a foreign corporation to do business, and is     
in good standing, in each jurisdiction where the character of its             
properties owned or held under lease or the nature of its activities makes    
such qualification necessary, except such failures to be so qualified which   
would not in the aggregate have a material adverse effect on the business,    
assets, liabilities, condition (financial or otherwise) or results of         
operations of the Company and its subsidiaries taken as a whole (a "Company   
Material Adverse Effect").                                                    

     Section 5.2    Capitalization.  The authorized capital stock of
the Company consists of 50,000,000 shares of Common Stock, par value $.01     
per share and 2,000,000 shares of Preferred Stock, no par value ("Company     
Preferred Stock"), of which 300,000 shares have been designated as Series A   
Participating Preferred Stock.  As of the date hereof, 26,073,654 shares of   
Company Common Stock were issued and outstanding and no shares of Company     
Preferred Stock were issued and outstanding.  All of the issued and           
outstanding Shares are validly issued, fully paid and nonassessable and       
free of preemptive rights.  Except for (i) the 7,228,153 shares of Company    
Common Stock issuable upon the conversion of the 5-1/4% Convertible           
Subordinated Notes due 2003, (ii) options to receive or acquire 4,630,003     
shares of Company Common Stock granted (or to be granted pursuant to          
Section 6.1(c)) pursuant to employee incentive or benefit plans, programs     
and arrangements of the Company ("Employee Stock Options"), which options     
are listed by optionee, price per share, date of grant and number of shares   
covered thereby on Schedule 5.2 hereto, (iii) warrants to purchase 180,000    
shares of Company Common Stock and (iv) the rights (the "Company Rights")     
to acquire shares of Series A Participating Preferred Stock pursuant to the   
Rights Agreement between the Company and Harris Trust and Savings Bank        
dated March 1, 1996 (the "Company Rights Agreement"), and as otherwise        
provided for in this Agreement and the Company Option Agreement, there are    
not now, and at the Effective Time there will not be, any shares of capital   
stock of the Company issued or outstanding or any options, warrants,          
subscriptions, calls, rights, convertible securities or other agreements or   
commitments obligating the Company to issue, transfer or sell any shares of   
its capital stock.  Except as provided in this Agreement or in the            
Schedules hereto, after the Effective Time, the Company will have no          
obligation to issue, transfer or sell any shares of its capital stock         
pursuant to any employee benefit plan or otherwise.                           

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       Section 5.3    Subsidiaries.  Schedule 5.3 hereto sets forth each
direct or indirect interest owned by the Company in any other corporation,    
partnership, joint venture or other business association or entity, foreign   
or domestic, of which the Company or any of its other Subsidiaries owns,      
directly or indirectly, greater than fifty percent of the shares of capital   
stock or other equity interests (including partnership interests) entitled    
to cast at least a majority of the votes that may be cast by all shares or    
equity interests having ordinary voting power for the election of directors   
or other governing body of such entity (each such entity is hereinafter       
referred to as a Subsidiary and are hereinafter collectively referred to as   
the "Subsidiaries".)  Each Subsidiary is a corporation duly organized,        
validly existing and in good standing under the laws of its jurisdiction of   
incorporation.  Each Subsidiary is duly qualified as a foreign corporation    
to do business, and is in good standing, in each jurisdiction where the       
character of its properties owned or held under lease or the nature of its    
activities makes such qualification necessary except where the failure to     
be so qualified will not have a Company Material Adverse Effect.  Each        
Subsidiary has the corporate power to carry on its business as it is now      
being conducted or presently proposed to be conducted.  All of the            
outstanding shares of capital stock of the Subsidiaries are validly issued,   
fully paid and nonassessable and are owned by the Company or by a             
Subsidiary free and clear of any liens, claims, charges or encumbrances.      
There are not now, and at the Effective Time there will not be, any           
outstanding options, warrants, subscriptions, calls, rights, convertible      
securities or other agreements or commitments obligating the Company or any   
Subsidiary to issue, transfer or sell any securities of any Subsidiary.       
There are not now, and at the Effective Time there will not be, any voting    
trusts or other agreements or understandings to which the Company or any of   
the Subsidiaries is a party or is bound with respect to the voting of the     
capital stock of the Company or any of the Subsidiaries.                      

       Section 5.4    Authority Relative to this Agreement.  The Company
has the corporate power to enter into this Agreement, the Parent Option       
Agreement and the Company Option Agreement, to carry out its obligations      
hereunder and thereunder and to consummate the Merger.  The execution and     
delivery of this Agreement, the Parent Option Agreement and the Company       
Option Agreement by the Company, the consummation by the Company of the       
transactions contemplated hereby and thereby and the consummation of the      
Merger have been duly authorized by the Company's Board of Directors and,     
except for the approval of its stockholders to be sought at the               
stockholders meeting contemplated by Section 7.4 hereof and the filing of     
the Certificate of Merger as required by the GCL, no other corporate          
proceedings on the part of the Company are necessary to authorize this        
Agreement, the Parent Option Agreement and the Company Option Agreement,      
the transactions contemplated hereby and thereby or the consummation of the   
Merger.  This Agreement, the Parent Option Agreement  and the Company         
Option Agreement have been duly and validly executed and delivered by the     
Company and, assuming due authorization, execution and delivery by the        
other parties hereto, this Agreement, the Parent Option Agreement and the     
Company Option Agreement constitute valid and binding agreements of the       
Company, enforceable against the Company in accordance with their terms,      
except insofar as enforceability may be limited by applicable bankruptcy,     
insolvency, reorganization, moratorium or similar laws affecting creditors'   
rights generally, or principles governing the availability of equitable       
remedies.                                                                     

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       Section 5.5    Consents and Approvals; No Violations.  Except for
applicable requirements of the HSR Act, the Securities Act, the Exchange      
Act, state securities or blue sky laws, the rules and regulations of NASDAQ   
and the filing and recordation of a Certificate of Merger as required by      
the GCL, no filing with, and no permit, authorization, consent or approval    
of, any public body or authority is necessary for the consummation by the     
Company of the transactions contemplated by this Agreement, the Parent        
Option Agreement and the Company Option Agreement.  Neither the execution     
and delivery of this Agreement, the Parent Option Agreement or the Company    
Option Agreement by the Company, nor the consummation by the Company of the   
transactions contemplated hereby or thereby, nor compliance by the Company    
with any of the provisions hereof or thereof, will (a) conflict with or       
result in any breach of any provisions of the Certificate of Incorporation    
or By-Laws of the Company or any of the Subsidiaries, (b) except as set       
forth on Schedule 5.5(b), result in a violation or breach of, or constitute   
(with or without due notice or lapse of time or both) a default (or give      
rise to any right of termination, cancellation or acceleration) under, any    
of the terms, conditions or provisions of any note, bond, mortgage,           
indenture, license, contract, agreement or other instrument or obligation     
to which the Company or any of the Subsidiaries is a party or by which any    
of them or any of their properties or assets may be bound or (c) violate      
any order, writ, injunction, decree, statute, rule or regulation applicable   
to the Company, any of the Subsidiaries or any of their properties or         
assets, except in the case of clauses (b) and (c) for violations, breaches    
or defaults which would not individually or in the aggregate have a Company   
Material Adverse Effect.                                                      

       Section 5.6    Reports and Financial Statements.  The Company has
filed all reports required to be filed with the SEC pursuant to the           
Exchange Act since March 26, 1996 (such reports, together with all            
registration statements, prospectuses and information statements filed by     
the Company since March 26, 1996, being hereinafter collectively referred     
to as the "Company SEC Reports"), and has previously furnished Parent with    
true and complete copies of all such Company SEC Reports.  None of such       
Company SEC Reports, as of their respective dates, contained any untrue       
statement of a material fact or omitted to state a material fact required     
to be stated therein or necessary to make the statements therein, in light    
of the circumstances under which they were made, not misleading.  As of       
their respective dates, all such Company SEC Reports complied as to form in   
all material respects with the applicable requirements of the Securities      
Act.  Each of the balance sheets (including the related notes) included in    
the Company SEC Reports fairly presents the consolidated financial position   
of the Company and the Subsidiaries as of the respective dates thereof, and   
the other related statements (including the related notes) included therein   
fairly present the results of operations and the changes in financial         
position of the Company and the Subsidiaries for the respective periods or    
as of the respective dates set forth therein (subject, where appropriate,     
to normal year-end adjustments), all in conformity with generally accepted    
accounting principles consistently applied during the periods involved,       
except as otherwise noted therein.                                            

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     Section 5.7    Absence of Certain Changes or Events.  Except as
set forth in Schedule 5.7 hereto or in the Company SEC Reports, since         
September 30, 1997, neither the Company nor any of the Subsidiaries has:      
(a) suffered any change which had or would have a Company Material Adverse    
Effect or (b) subsequent to the date hereof, except as permitted by Section   
6.1 hereof, conducted its business and operations other than in the           
ordinary course of business and consistent with past practices.               

    Section 5.8    Litigation.  Except for litigation disclosed in
the Company SEC Reports there is no suit, action or proceeding pending or,    
to the knowledge of the Company, threatened against or affecting the          
Company or any of its Subsidiaries the outcome of which is reasonably         
likely to have a Company Material Adverse Effect; nor is there any            
judgment, decree, injunction, rule or order of any court, governmental        
department, commission, agency, instrumentality or arbitrator outstanding     
against the Company or any of its Subsidiaries, which has or would have a     
Company Material Adverse Effect.                                              

      Section 5.9    Patents, Trademarks, Etc.  Except as set forth in
Schedule 5.9, to the knowledge of the Company, the Company and its            
Subsidiaries own or possess adequate licenses or other valid rights to use    
all Proprietary Rights used or held for use in connection with the business   
of the Company and its Subsidiaries as currently conducted or as              
contemplated to be conducted, free and clear of any liens, clams or           
encumbrances.  Except as set forth in Schedule 5.9, to the knowledge of the   
Company, the conduct of the business of the Company and its Subsidiaries as   
currently conducted does not conflict in any way with any Proprietary Right   
of any third party.  To the knowledge of the Company there are no             
infringements of any of the Proprietary Rights owned by or licensed to the    
Company or any of its Subsidiaries.                                           

Section 5.10   Information in Disclosure Documents and    
Registration Statement.  None of the information to be supplied by the        
Company for inclusion in the Proxy Statement or the Registration Statement,   
other than the information to be supplied by Parent or Sub, will, in the      
case of the Registration Statement, at the time it becomes effective and at   
the Effective Time, or, in the case of the Proxy Statement or any             
amendments thereof or supplements thereto, at the time of the mailing of      
the Proxy Statement and any amendments or supplements thereto, and at the     
time of the meeting of stockholders of the Company to be held in connection   
with the Merger, contain any untrue statement of a material fact or omit to   
state any material fact required to be stated therein or necessary in order   
to make the statements therein, in light of the circumstances under which     
they are made, not misleading.  The Proxy Statement will comply as to form    
in all material respects with the provisions of the Exchange Act, and the     
rules and regulations promulgated thereunder.                                 

    Section 5.11   Absence of Undisclosed Liabilities.  Other than
obligations incurred in the ordinary course of business, neither the          
Company nor any of its Subsidiaries has any liabilities or obligations of     
any nature, whether or not accrued, contingent or otherwise, and there is     
no existing condition, situation or set of circumstances which would          
reasonably be expected to result in such a liability or obligation which      
would be required to be disclosed on a consolidated balance sheet under       
GAAP,  except (a) liabilities or obligations reflected in the Company SEC     
Reports and (b) liabilities or obligations which would not, individually or   
in the aggregate, have a Company Material Adverse Effect.                     

    Section 5.12   No Default.  Neither the Company nor any of the
Subsidiaries is in default or violation (and no event has occurred which      
with notice or the lapse of time or both would constitute a default or        
violation) of any term, condition or provision of (a) its Certificate of      
Incorporation or By-Laws, (b) any note, bond, mortgage, indenture, license,   
agreement, contract, lease, commitment or other obligation to which the       
Company or any of the Subsidiaries is a party or by which they or any of      
their properties or assets may be bound, or (c) any order, writ,              
injunction, decree, statute, rule or regulation applicable to the Company     
or any of the Subsidiaries, except in the case of clauses (b) and (c) above   
for defaults or violations which would not individually or in the aggregate   
have a Company Material Adverse Effect.                                       

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       Section 5.13   Taxes.  (a)  All federal, state, local and foreign
Tax Returns required to be filed by or on behalf of the Company, each of      
its Subsidiaries, and each affiliated, combined, consolidated or unitary      
group of which the Company or any of its Subsidiaries (i) is a member (a      
"Current Company Group") or (ii) has been a member within six years prior     
to the date hereof but is not currently a member, but only insofar as any     
such Tax Return relates to a taxable period ending on a date within the       
last six years (a "Past Company Group," together with Current Company         
Groups, a "Company Affiliated Group") have been timely filed, and all such    
Tax Returns are complete and accurate except to the extent any failure to     
file or any inaccuracies in filed returns would not, individually or in the   
aggregate, have a Company Material Adverse Effect (it being understood that   
the representations made in this Section, to the extent that they relate to   
Past Company Groups, are made to the knowledge of the Company).  All Taxes    
due and owing by the Company, any Subsidiary of the Company or any Company    
Affiliated Group have been timely paid, or adequately reserved for, except    
to the extent any failure to pay or reserve would not, individually or in     
the aggregate, have a Company Material Adverse Effect.  There is no audit     
examination, deficiency, refund litigation, proposed adjustment or matter     
in controversy with respect to any Taxes due and owing by the Company, any    
Subsidiary or any Affiliated Group which would, individually or in the        
aggregate, have a Company Material Adverse Effect.  All assessments for       
Taxes due and owing by the Company, any Subsidiary or any Company             
Affiliated Group with respect to completed and settled examinations or        
concluded litigation have been paid.  Schedule 5.13 sets forth (i) the        
taxable years of the Company for which the statutes of limitations with       
respect to U.S. federal income Taxes have not expired, and (ii) with          
respect to U.S. federal income Taxes, for all taxable years for which the     
statute of limitations has not yet expired, those years for which             
examinations have been completed, those years for which examinations are      
presently being conducted, and those years for which examinations have not    
yet been initiated.  The Company and each of its Subsidiaries have complied   
in all material respects with all rules and regulations relating to the       
payment and withholding of Taxes, except to the extent any such failure to    
comply would not, individually or in the aggregate, have a Company Material   
Adverse Effect.                                                               

     (b)  Neither the Company nor any of its Subsidiaries is a party
to, bound by, or has any obligation under any Tax sharing, allocation,        
indemnity, or similar contract or arrangement.                                

       (c)  Neither the Company nor any of its Subsidiaries knows of any
fact or has taken any action that could reasonably be expected to prevent     
the Merger from qualifying as a reorganization within the meaning of          
Section 368(a) of the Code.                                                   

(d)  Schedule 5.13 sets forth (i) the taxable years of the
Company for which the statute of limitations with respect to Material State   
income Taxes have not expired, and (ii) with respect to Material State        
income Taxes, for all taxable years for which the statute of limitations      
has not expired, those years for which examinations have been completed,      
those years for which examinations are presently being conducted, and those   
years for which examinations have not yet been initiated.                     

     (e)  For purposes of this Section 5.13:  "Material State" means
any state for which the average allocation percentage of the Company and      
its Subsidiaries for the past three years exceeds ten percent (10%).          

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  Section 5.14   Title to Properties; Encumbrances.  Except as
described in the following sentence, each of the Company and the              
Subsidiaries has good and marketable title to, or a valid leasehold           
interest in, all of its properties and assets (real, personal and mixed,      
tangible and intangible material to the operations and business of the        
Company), including, without limitation, all such properties and assets       
reflected in the consolidated balance sheet of the Company and the            
Subsidiaries as of March 31, 1998 included in the Company's Quarterly         
Report on Form 10-Q for the period ended on such date (except for             
properties and assets disposed of in the ordinary course of business and      
consistent with past practices since March 31, 1998). None of such            
properties or assets are subject to any liability, obligation, claim, lien,   
mortgage, pledge, security interest, conditional sale agreement, charge or    
encumbrance of any kind (whether absolute, accrued, contingent or             
otherwise), except (i) as set forth in the Company SEC Reports or in          
Schedule 5.14 hereto, and (ii) such encumbrances that do not individually     
or in the aggregate have a Company Material Adverse Effect.                   

 Section 5.15   Compliance with Applicable Law.  Each of the
Company and the Subsidiaries is in compliance with all applicable Laws        
(whether statutory or otherwise), except where the failure to be in such      
compliance would not, individually or in the aggregate, have a Company        
Material Adverse Effect.                                                      

    Section 5.16   Labor Matters.  Except as set forth on Schedule
5.16, neither the Company nor any of the Subsidiaries is a party to, or       
bound by, any collective bargaining agreement, contract or other agreement    
or understanding with a labor union or labor organization.  There is no       
unfair labor practice or labor arbitration proceeding pending or, to the      
knowledge of the Company, threatened against the Company or the               
Subsidiaries relating to their business, except for any such preceding        
which would not have a Company Material Adverse Effect.  To the knowledge     
of the Company, there are no organizational efforts with respect to the       
formation of a collective bargaining unit presently being made or             
threatened involving employees of the Company or any of the Subsidiaries.     

       Section 5.17   Employee Benefit Plans; ERISA.  (a)  Schedule 5.17
hereto contains a true and complete list of each bonus, deferred              
compensation, incentive compensation, stock purchase, stock option,           
severance or termination pay, hospitalization or other medical, life or       
other insurance, supplemental unemployment benefits, profit-sharing,          
pension, or retirement plan, program, agreement or arrangement, and each      
other employee benefit plan, program, agreement or arrangement (the           
"Plans"), maintained or contributed to or required to be contributed to by    
(i) the Company, (ii) any Subsidiary or (iii) any ERISA Affiliate, that       
together with the Company would be deemed a "single employer" within the      
meaning of Section 4001 of ERISA, for the benefit of any employee or former   
employee of the Company, any Subsidiary or any ERISA Affiliate.  Schedule     
5.17(a) hereto identifies each of the Plans that is an "employee benefit      
plan," as that term is defined in Section 3(3) of ERISA (such plans being     
hereinafter referred to collectively as the "ERISA Plans").                   

(b)  With respect to each of the Plans, the Company has   
heretofore delivered or will deliver to Parent true and complete copies of    
each of the following documents:                                              

           (i)  a copy of the Plan (including all amendments thereto);

         (ii) a copy of the annual report and actuarial report, if
 required under ERISA, with respect to each such Plan for the last two
years;                                                              

(iii)     a copy of the most recent Summary Plan
Description, together with each Summary of Material Modifications,  
required under ERISA with respect to such Plan;                     

       (iv) if the Plan is funded through a trust or any third
 party funding vehicle, a copy of the trust or other funding agreement
  (including all amendments thereto) and the latest financial statements
thereof; and                                                        

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           (v)  the most recent determination letter received from the
  Internal Revenue Service with respect to each Plan intended to qualify
under Section 401 of the Code.                                      

    (c)  No liability under Title IV of ERISA has been incurred by
the Company, any Subsidiary or any ERISA Affiliate since the effective date   
of ERISA that has not been satisfied in full, and no condition exists that    
presents a material risk to the Company, any Subsidiary or any ERISA          
Affiliate of incurring a liability under such Title.  To the extent this      
representation applies to Sections 4064, 4069 or 4204 of Title IV of ERISA,   
it is made not only with respect to the ERISA Plans but also with respect     
to any employee benefit plan, program, agreement or arrangement subject to    
Title IV of ERISA to which the Company, a Subsidiary or an ERISA Affiliate    
made, or was required to make, contributions during the five-year period      
ending on the Effective Time.                                                 

     (d)  Except as disclosed in Schedule 5.17, with respect to each
ERISA Plan which is subject to Title IV of ERISA, the present value of        
accrued benefits under such plan, based upon the actuarial assumptions used   
for funding purposes in the most recent actuarial report prepared by such     
plan's actuary with respect to such plan did not exceed, as of its latest     
valuation date, the then current value of the assets of such plan allocable   
to such accrued benefits.                                                     

     (e)  Except as disclosed in Schedule 5.17, no ERISA Plan or any
trust established thereunder has incurred any "accumulated funding            
deficiency" (as defined in Section 302 of ERISA and Section 412 of the        
Code), whether or not waived, as of the last day of the most recent fiscal    
year of each ERISA Plan ended prior to the Effective Time; and all            
contributions required to be made with respect thereto (whether pursuant to   
the term of any ERISA Plan or otherwise) on or prior to the Effective Time    
have been timely made.                                                        

      (f)  No ERISA Plan is a "multiemployer pension plan," as defined
in Section 3(37) of ERISA, nor is any ERISA Plan a plan described in          
Section 4063(a) of ERISA.                                                     

(g)  Each ERISA Plan intended to be "qualified" within the
meaning of Section 401(a) of the Code is so qualified and the trusts          
maintained thereunder are exempt from taxation under Section 501(a) of the    
Code.                                                                         

      (h)  Each of the Plans has been operated and administered in all
material respects in accordance with applicable laws, including, but not      
limited to, ERISA and the Code.                                               

   (i)  Except as disclosed in Schedule 5.17, no amounts payable
under the Plans will fail to be deductible for federal income tax purposes    
by virtue of Section 280G of the Code.  Schedule 5.17 sets forth the          
aggregate amount of entitlements and other amounts that could be (i)          
received (whether in cash or property or the vesting of property) under any   
of the Plans as a result of any of the transactions contemplated by this      
Agreement by any person which is a "disqualified individual" (as such term    
is defined in Section 280G(c) of the Code) and (ii) characterized as an       
"excess parachute payment" (as such term is defined in Section 280G(b)(1)     
of the Code), plus the amount of any excise taxes that may be imposed with    
respect thereto and any additional amounts or gross-ups that may be paid      
with respect to such amounts.                                                 

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 (j)  Except as disclosed in Schedule 5.17, no Plan provides
benefits, including without limitation death or medical benefits (whether     
or not insured), with respect to current or former employees of the           
Company, any Subsidiary or any ERISA Affiliate beyond their retirement or     
other termination of service, other than (i) coverage mandated by             
applicable law, (ii) death benefits or retirement benefits under any          
"employee pension plan", as that term is defined in Section 3(2) of ERISA,    
(iii) deferred compensation benefits accrued as liabilities on the books of   
the Company, any Subsidiary or any ERISA Affiliate or (iv) benefits the       
full cost of which is borne by the current or former employee (or his         
beneficiary).                                                                 

    (k)  Except as disclosed on Schedule 5.17, the consummation of
the transactions contemplated by this Agreement will not                      

         (i)  entitle any current or former employee or officer of
the Company, any Subsidiary or any ERISA Affiliate to severance pay,
unemployment compensation or any other payment, except as expressly 
provided in this Agreement,                                         

           (ii) accelerate the time of payment or vesting, or increase
the amount of compensation due any such employee or officer, or     

           (iii)     result in any prohibited transaction described in
Section 406 of ERISA or Section 4975 of the Code for which an       
exemption is not available.                                         

       (l)  With respect to each Plan that is funded wholly or partially
through an insurance policy, there will be no liability of the Company, any   
Subsidiary or any ERISA Affiliate, as of the Effective Time, under any such   
insurance policy or ancillary agreement with respect to such insurance        
policy in the nature of a retroactive rate adjustment, loss sharing           
arrangement or other actual or contingent liability arising wholly or         
partially out of events occurring prior to the closing.                       

       (m)  There are no pending, threatened or anticipated claims by or
on behalf of any of the Plans, by any employee or beneficiary covered under   
any such Plan, or otherwise involving any such Plan (other than routine       
claims for benefits).                                                         

      (n)  Neither the Company, any Subsidiary or any ERISA Affiliate,
nor any of the ERISA Plans, nor any trust created thereunder, nor any         
trustee or administrator thereof has engaged in a transaction in connection   
with which the Company, any Subsidiary or any ERISA Affiliate, any of the     
ERISA Plans, any such trust, or any trustee or administrator thereof, or      
any party dealing with the ERISA Plans or any such trust could be subject     
to either a material civil liability under Section 409 of ERISA or Section    
502(i) of ERISA, or a material tax imposed pursuant to Section 4975 or 4976   
of the Code.                                                                  

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     Section 5.18   Contracts.  Except as set forth on Schedule 5.18
hereto, neither the Company nor any of its Subsidiaries is party to any       
agreement (whether written or oral) that (a) involves performance of          
services or delivery of goods or materials of an amount or value in excess    
of $1 million per year; or (b) is a software licensing agreement involving    
an amount or value in excess of $500,000 (the "Company Contracts"). Each      
Company Contract is valid and binding on the Company and is in full force     
and effect, and the Company and each of its Subsidiaries have in all          
material respects performed all obligations required to be performed by       
them to date under each Company Contract, except where such noncompliance,    
individually or in the aggregate, would not have a Company Material Adverse   
Effect.  Neither the Company nor any of its Subsidiaries knows of, or has     
received notice of, any violation or default under any Company Contract       
except for such violations or defaults as would not in the aggregate have a   
Company Material Adverse Effect.                                              

  Section 5.19   Vote Required.  Approval of the Merger by the
stockholders of the Company will require the affirmative vote of the          
holders of a majority of the outstanding Shares.  No other vote of the        
stockholders of the Company, or of the holders of any other securities of     
the Company (equity or otherwise), is required by law, the certificate of     
incorporation or by-laws of the Company or otherwise in order for the         
Company to consummate the Merger and the transactions contemplated hereby     
and by the Company Option Agreement.                                          

Section 5.20   Opinion of Financial Advisor.  The Board of
Directors of the Company (at meetings duly called and held) has unanimously   
determined that the transactions contemplated hereby are fair to and in the   
best interests of the Company's stockholders.  The Company has received the   
opinion of Donaldson, Lufkin & Jenrette Securities Corporation, the           
Company's financial advisor, substantially to the effect that the Exchange    
Ratio is fair to the holders of the Company Common Stock from a financial     
point of view.                                                                

     Section 5.21   Takeover Statute.  The Board of Directors of the
Company has approved this Agreement, the Parent Option Agreement and the      
Company Option Agreement and the transactions contemplated hereby and         
thereby and, assuming the accuracy of Parent's and Sub's representation and   
warranty contained in Section 4.19, such approval constitutes approval of     
the Merger and the other transactions contemplated hereby by such Board of    
Directors under the provisions of Section 203 of the GCL such that Section    
203 of the GCL does not apply to this Agreement and the transactions          
contemplated hereby.                                                          

Section 5.22   The Company Rights Agreement.  The Board of
Directors of the Company has approved the amendment of the Company Rights     
Plan in the form attached hereto as Exhibit B and as a result thereof, none   
of the execution or delivery of this Agreement, the Proxies or the Company    
Option Agreement or the consummation of the transactions contemplated         
hereby or thereby will (a) cause the Company Rights to become exercisable     
or to separate from the stock certificates to which they are attached, (b)    
cause Parent to become an "Acquiring Person" (as such term is defined in      
the Company Rights Agreement), or (c) trigger any other provisions of the     
Company Rights Agreement.                                                     

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Section 5.23  Ownership of Parent Common Stock.  Except as
contemplated by this Agreement, the Parent Option Agreement and the Parent    
Stock Proxy, as of the date hereof, neither the Company nor, to its           
knowledge without independent investigation, any of its affiliates, (i)       
beneficially owns (as defined in Rule 13d-3 under the Exchange Act,           
directly or indirectly, or (ii) is party to any agreement, arrangement or     
understanding for the purpose of acquiring, holding, voting or disposing      
of, in each case, shares of capital stock of Parent.                          

    Section 5.24  Pooling.  Neither the Company nor any Subsidiary
has knowledge of any fact or information which causes, or should reasonably   
cause, the Company or any Subsidiary to believe that the transactions         
contemplated by this Agreement could not be accounted for as a pooling of     
interests under Opinion 16 of the Accounting Principles Board and             
applicable SEC rules and regulations.                                         

ARTICLE VI    

CONDUCT OF BUSINESS PENDING THE MERGER    

   Section 6.1    Conduct of Business by the Company Pending the
Merger.  Prior to the Effective Time, unless Parent shall otherwise agree     
in writing, or as set forth in Schedule 6.1 or may be expressly permitted     
pursuant to this Agreement:                                                   

(a)  the respective businesses of the Company and the     
Subsidiaries shall be conducted only in the ordinary and usual course of      
business and consistent with past practices, and there shall be no material   
changes in the conduct of the Company's operations;                           

       (b)  the Company shall not (i) sell or pledge or agree to sell or
pledge any stock owned by it in any of the Subsidiaries; (ii) amend its       
Certificate of Incorporation or By-Laws; or (iii) split, combine or           
reclassify any shares of its outstanding capital stock or declare, set        
aside or pay any dividend or other distribution payable in cash, stock or     
property, or redeem or otherwise acquire any shares of its capital stock or   
shares of the capital stock of any of the Subsidiaries;                       

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(c)  neither the Company nor any of the Subsidiaries shall
(i) authorize for issuance, issue or sell or agree to issue or sell any       
additional shares of, or rights of any kind to acquire any shares of, its     
capital stock of any class (whether through the issuance or granting of       
options, warrants, commitments, subscriptions, rights to purchase or          
otherwise), except for the 4,580,003 unissued Shares reserved for issuance    
upon the exercise of currently outstanding employee stock options and         
except for employee options to purchase not more than 50,000 shares, the      
7,228,153 Shares reserved for issuance upon conversion of the Company's       
51/4% Convertible Subordinated Notes due 2003, or the 180,000 Shares          
reserved for issuance upon exercise of warrants; (ii) acquire, dispose of,    
transfer, lease, license, mortgage, pledge or encumber any fixed or other     
assets other than in the ordinary course of business and consistent with      
past practices; (iii) except for certain indebtedness not in excess of        
$15,000,000, incur, assume or prepay any indebtedness or any other material   
liabilities other than in the ordinary course of business and consistent      
with past practices; (iv) assume, guarantee, endorse or otherwise become      
liable or responsible (whether directly, contingently or otherwise) for the   
obligations of any other person other than a Subsidiary in the ordinary       
course of business and consistent with past practices; (v) make any loans,    
advances or capital contributions to, or investments in, any other person,    
other than to Subsidiaries; (vi) authorize capital expenditures not in the    
ordinary course of business in excess of $1,000,000; (vii) make any Tax       
election or settle or compromise any Tax liability; (viii) change its         
fiscal year;  (ix) except as disclosed in the Company SEC Reports filed       
prior to the date of this Agreement, or as required by a governmental body    
or authority, change its methods of accounting (including, without            
limitation, make any material write-off or reduction in the carrying value    
of any assets) in effect at September 30, 1997, except as required by         
changes in GAAP as concurred in by the Company's independent auditors; or     
(x) enter into any contract, agreement, commitment or arrangement with        
respect to any of the foregoing;                                              

(d)  the Company shall use its reasonable best efforts to 
preserve intact the business organization of the Company and the              
Subsidiaries, to keep available the services of its and their present         
officers and key employees, and to preserve the goodwill of those having      
business relationships with it and the Subsidiaries;                          

     (e)  neither the Company nor any of the Subsidiaries will enter
into any employment agreements with any officers or employees or grant any    
increases in the compensation of their respective officers and employees      
other than increases in the ordinary course of business and consistent with   
past practice, or enter into, adopt or amend any Plan (as that term is        
defined in Schedule 5.17 hereto); and                                         

    (f)  neither the Company nor any of the Subsidiaries shall (i)
take or allow to be taken any action which would jeopardize the treatment     
of Parent's acquisition of the Company as a pooling of interests for          
accounting purposes; or (ii) take any action which would jeopardize           
qualification of the Merger as a reorganization within the meaning of         
Section 368(a) of the Code.                                                   

      Section 6.2    Conduct of Business by Parent Pending the Merger.
Prior to the Effective Time, unless the Company shall otherwise agree in      
writing, or as otherwise expressly permitted by this Agreement:               

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(a)  the respective businesses of Parent and the Parent   
Subsidiaries shall be conducted only in the ordinary and usual course of      
business and consistent with past practices, and there shall be no material   
changes in the conduct of Parent's operations;                                

  (b)  Parent shall not (i) sell or pledge or agree to sell or
pledge any stock owned by it in any of the Parent Subsidiaries; (ii) amend    
its Certificate of Incorporation or By-Laws; (iii) split, combine or          
reclassify any shares of its outstanding capital stock or declare, set        
aside or pay any dividend or other distribution payable in cash, stock or     
property, or redeem or otherwise acquire any shares of its capital stock or   
shares of the capital stock of any of the Parent Subsidiaries or (iv)         
consolidate with or merge with or into another company unless at least 50%    
of the members of the Board of Directors of the surviving entity are          
members of the Board of Directors of Parent immediately prior to such         
merger or consolidation or are otherwise designated by Parent.                

  (c)  neither Parent nor any of the Parent Subsidiaries shall
(i) authorize for issuance, issue or sell or agree to issue or sell any       
additional shares of, or rights of any kind to acquire any shares of, its     
capital stock of any class (whether through the issuance or granting of       
options, warrants, commitments, subscriptions, rights to purchase or          
otherwise), except for (a) unissued shares of Parent Common Stock reserved    
for issuance upon the exercise of Parent Employee Stock Options, (b) the      
shares of Parent Common Stock to be granted pursuant to Parent's Employee     
Stock Benefit and Recognition Program, and (c) the shares of Parent Common    
Stock reserved for issuance upon the exercise of certain rights by Trans      
Union Corporation ("Trans Union") pursuant to the Data Center Management      
Agreement between Trans Union and Parent, or (ii) enter into any contract,    
agreement, commitment or arrangement with respect to any of the foregoing;    

   (d)  Parent shall use its reasonable best efforts to preserve
intact the business organization of Parent and the Parent Subsidiaries, to    
keep available the services of its and their present officers and key         
employees, and to preserve the goodwill of those having business              
relationships with it and the Parent Subsidiaries;                            

      (e)  neither Parent nor any of the Parent Subsidiaries shall (i)
take or allow to be taken any action which would jeopardize the treatment     
of the transaction as a pooling of interests for accounting purposes or       
(ii) take any action which would jeopardize qualification of the Merger as    
a reorganization within the meaning of Section 368(a) of the Code.            

     (f)  Nothing set forth in Section 6.2(a), (b), (c) or (d) above
shall limit Parent's ability to authorize or propose, enter into, or          
consummate  agreements relating to acquisitions, mergers or other business    
combinations, including any such transaction pursuant to which Parent         
issues shares of its capital stock; provided that in connection with any      
such transaction Parent will not consolidate or merge with or into another    
company unless at least 50% of the members of the Board of Directors of the   
surviving entity are members of the Board of Directors of Parent              
immediately prior to such merger or consolidation or otherwise designated     
by Parent.                                                                    

   Section 6.3    Conduct of Business of Sub.  During the period
from the date of this Agreement to the Effective Time, Sub shall not engage   
in any activities of any nature except as provided in or contemplated by      
this Agreement.                                                               

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ARTICLE VII     

ADDITIONAL AGREEMENTS     

    Section 7.1    Access and Information.  The Company and Parent
shall each afford to the other and to the other's financial advisors, legal   
counsel, accountants consultants and other representatives full access upon   
reasonable notice and during normal business hours throughout the period      
prior to the Effective Time to all of its books, records, properties,         
plants and personnel and, during such period, each shall furnish promptly     
to the other (a) a copy of each report, schedule and other document filed     
or received by it pursuant to the requirements of federal or state            
securities laws, and (b) all other information as such other party may        
reasonably request, provided that no investigation pursuant to this Section   
7.1 shall affect any representations or warranties made herein or the         
conditions to the obligations of the respective parties to consummate the     
Merger.  Each party shall hold in confidence all nonpublic information        
until such time as such information is otherwise publicly available and, if   
this Agreement is terminated, each party will deliver to the other all        
documents, work papers and other material (including copies) obtained by      
such party or on its behalf from the other party as a result of this          
Agreement or in connection herewith, whether so obtained before or after      
the execution hereof.                                                         

    Section 7.2    Acquisition Proposals.  From and after the date
hereof, the Company will not and the Company and the Subsidiaries will use    
their best efforts to cause their respective directors, officers,             
employees, financial advisors, legal counsel, accountants and other agents    
and representatives not to initiate or solicit, directly or indirectly, any   
inquiries or the making of any proposal or offer with respect to, engage in   
negotiations concerning, provide any information or data to, any person       
relating to any acquisition, business combination or purchase (including by   
way of a tender or exchange offer) of (i) all or any significant portion of   
the assets of the Company and the Subsidiaries, (ii) 15% or more of the       
outstanding shares of Company Common Stock or (iii) 15% or more of the        
outstanding shares of capital stock of any Subsidiary of the Company (a       
"Takeover Proposal"), other than the Merger; provided, however, that          
nothing contained in this Section 7.2 shall prohibit the Board of Directors   
of the Company from (i) furnishing information to (but only pursuant to a     
confidentiality agreement in customary form) or entering into discussions     
or negotiations with any person or group that makes a Superior Proposal       
that was not solicited by the Company or which did not otherwise result       
from a breach of this Section 7.2, if, and only to the extent that, (A) the   
Board of Directors of the Company, based upon the advice of outside legal     
counsel, determines in good faith that such action is reasonably necessary    
for the Board of Directors to comply with its fiduciary duties to             
stockholders imposed by law, (B) concurrently with furnishing such            
information to, or entering into discussions or negotiations with, such       
person or group making this Superior Proposal, the Company provides written   
notice to Parent to the effect that it is furnishing information to, or       
entering into discussions or negotiations with, such person or group, and     
(C) the Company keeps Parent informed of the status and all material          
information including the identity of such person or group with respect to    
any such discussions or negotiations to the extent such disclosure would      
not constitute a violation of any applicable law.  For purposes of this       
Agreement "Superior Proposal" means any Takeover Proposal which the Board     
of Directors of the Company concludes in its good faith judgment (based on    
the advice of outside legal counsel and a financial advisor of a nationally   
recognized reputation) to be more favorable to the Company's stockholders     
than the Merger and for which financing, to the extent required, is fully     
committed, subject to customary conditions; provided, however, that the       

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reference to "15%" in clauses (ii) and (iii) of the definition of Takeover    
Proposal shall be deemed to be references to "51%".  The Company will         
immediately cease and cause to be terminated any existing activities,         
discussions or negotiations with any person conducted heretofore with         
respect to any of the foregoing and will notify Parent immediately in         
writing if any such inquiries or proposals (including the material terms      
and conditions thereof) are received by, any such information is requested    
from, or any such negotiations or discussions are sought to be initiated or   
continued with, the Company.  Nothing contained in this Section 7.2 shall     
prohibit the Company from taking and disclosing to its stockholders a         
position contemplated by Rule 14e-2(a) promulgated under the Exchange Act     
or from making any disclosure to its stockholders if, in the good faith       
judgment of the Board of Directors of the Company, after consultation with    
outside legal counsel, failure so to disclose may be inconsistent with its    
obligations under applicable law.                                             

Section 7.3    Registration Statement.  As promptly as    
practicable, Parent and the Company shall prepare and file with the SEC the   
Proxy Statement and Parent shall prepare and file with the SEC the            
Registration Statement.  Each of Parent and the Company shall use its best    
efforts to have the Registration Statement declared effective.  Parent        
shall also use its best efforts to take any action required to be taken       
under state securities or blue sky laws in connection with the issuance of    
the Parent Shares pursuant hereto.  Parent and the Company shall furnish      
each other with all information concerning Parent and the Company, as the     
case may be, and the holders of their capital stock and shall take such       
other action as each party may reasonably request in connection with the      
preparation of the Proxy Statement and the Registration Statement and         
issuance of Parent Shares.  Each such party agrees promptly to advise the     
other if at any time prior to the Effective Time any information provided     
by any party hereto in the Proxy Statement becomes incorrect or incomplete    
in any material respect, and to provide the information needed to correct     
such inaccuracy or omission.  To the extent the issuance of Parent Shares     
pursuant to the Merger to Lawrence J. Speh or Albert J. Speh, Jr., (or to     
any other stockholder of the Company granting proxies pursuant to Section     
7.7) are not permitted by the rules and regulations of the SEC to be          
registered on the Registration Statement, Parent will use its best efforts    
to register such issuance of Parent Shares to such stockholders of the        
Company on a Form S-3 or other appropriate form.                              

       Section 7.4    Proxy Statements; Stockholder Approvals.  (a)  The
Company, acting through its Board of Directors, shall, in accordance with     
applicable law and its Certificate of Incorporation and By-Laws:              

        (i)  promptly and duly call, give notice of, convene and
hold as soon as practicable following the date upon which the       
  Registration Statement becomes effective a meeting of its stockholders
for the purpose of voting to approve and adopt this Agreement and   
shall use its reasonable best efforts to obtain such stockholder    
approval; and                                                       

         (ii) recommend approval and adoption of this Agreement by
the stockholders of the Company and include in the Proxy Statement  
such recommendation, and take all lawful action to solicit such     
approval.                                                           

   (b)  Parent, acting through its Board of Directors, shall, in
accordance with applicable law and its Certificate of Incorporation and By-   
Laws:                                                                         

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        (i)  promptly and duly call, give notice of, convene and
hold as soon as practicable following the date upon which the       
  Registration Statement becomes effective a meeting of its stockholders
  for the purpose of voting to approve the issuance of the Parent Shares
pursuant to the Merger and shall use its reasonable best efforts to 
obtain such stockholder approval; and                               

           (ii) recommend approval and adoption of the issuance of the
  Parent Shares pursuant to the Merger by the stockholders of Parent and
include in the Proxy Statement such recommendation, and take all    
lawful action to solicit such approval.                             

  (c)  Parent and the Company shall cause the definitive Proxy
Statement to be mailed to their stockholders as promptly as practicable       
after the Registration Statement is declared effective under the Securities   
Act.  At the stockholders' meetings, each of Parent and the Company shall     
vote or cause to be voted in favor of approval and adoption of this           
Agreement all Shares as to which it holds proxies at such time.               

     Section 7.5    Affiliate Agreements.  (a)  Prior to the mailing
of the Proxy Statement to the stockholders of the Company the Company shall   
cause to be delivered to Parent a list in form and substance reasonably       
satisfactory to Parent identifying all persons who are at the time of the     
Company stockholders' meeting convened in accordance with Section 7.4         
hereof, "affiliates" of the Company as that term is used in Rule 145 under    
the Securities Act or under applicable SEC accounting releases with respect   
to pooling of interests accounting treatment.  The Company shall use its      
reasonable best efforts to cause each person who is identified as a           
possible "affiliate" in the list furnished pursuant to this Section 7.5 to    
deliver to Parent at or prior to the mailing of the Proxy Statement a         
written agreement, in substantially the form attached hereto as Exhibit C.    

(b)  Prior to the mailing of the Proxy Statement to the   
stockholders of Parent, Parent shall deliver to the Company a list, in form   
and substance reasonably satisfactory to the Company, identifying all         
persons who are, at the time of the Parent stockholders' meeting convened     
in accordance with Section 7.4 hereof, "affiliates" of Parent under           
applicable SEC accounting releases with respect to pooling of interests       
accounting treatment.  Parent shall use its reasonable best efforts to        
cause each person who is identified as a possible "affiliate" in the list     
furnished pursuant to this Section 7.5 to deliver to Parent at or prior to    
the mailing of the Proxy Statement, a written agreement substantially in      
the form of Exhibit D hereto.                                                 

     Section 7.6    Antitrust Laws.  As promptly as practicable, the
Company, Parent and Sub shall make all filings and submissions under the      
HSR Act as may be reasonably required to be made in connection with this      
Agreement and the transactions contemplated hereby.  Subject to Section 7.1   
hereof, the Company will furnish to Parent and Sub, and Parent and Sub will   
furnish to the Company, such information and assistance as the other may      
reasonably request in connection with the preparation of any such filings     
or submissions.  Subject to Section 7.1 hereof, the Company will provide      
Parent and Sub, and Parent and Sub will provide the Company, with copies of   
all correspondence, filings or communications (or memoranda setting forth     
the substance thereof) between such party or any of its representatives, on   
the one hand, and any governmental agency or authority or members of their    
respective staffs, on the other hand, with respect to this Agreement and      
the transactions contemplated hereby.                                         

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   Section 7.7    Proxies.  Concurrently herewith, the Parent is
entering into the Company Stock Proxies with each of Lawrence J. Speh and     
Albert J. Speh, Jr. in the form attached hereto as Exhibits A-2 and A-3,      
respectively.  Concurrently herewith, the Company is entering into the        
Parent Stock Proxy with Charles D. Morgan in the form attached hereto as      
Exhibit A-1.  Parent will use its reasonable best efforts to obtain proxies   
within ten business days following the date hereof from the stockholders      
listed on Schedule 7.7(a) hereto, such proxies to be substantially in the     
form of Exhibit A-1.  The Company will use its reasonable best efforts to     
obtain proxies within ten business days following the date hereof from the    
record holders of all shares of Company Common Stock reflected as being       
beneficially owned by each of Lawrence J. Speh and Albert J. Speh, Jr., as    
set forth on Schedule 7.7(b), such proxies to be substantially in the form    
of Exhibits A-2 and A-3.                                                      

      Section 7.8    Employees, Employee Benefits.  (a)  Parent agrees
that individuals who are employed by the Company as of the Effective Time     
shall become employees of the Surviving Corporation following the Effective   
Time (each such employee, an "Affected Employee"); provided, however, that    
nothing contained in this Section 7.8 shall require the Surviving             
Corporation to continue the employment of any Affected Employee for any       
period of time following the Effective Time.                                  

     (b)  Parent shall, or shall cause the Surviving Corporation to,
give Affected Employees full credit for purposes of eligibility, vesting      
and determination of the level of benefits (but not for the purpose of        
benefit accrual under any defined benefit plan) under any employee benefit    
plans or arrangements maintained by the Parent, the Surviving Corporation     
or any Subsidiary of the Parent for such Affected Employees' service with     
the Company or any Subsidiary of the Company to the same extent recognized    
by the Company immediately prior to the Effective Time.                       

     (c)  Parent shall, or shall cause the Surviving Corporation to,
(i) waive all limitations as to preexisting conditions exclusions and         
waiting periods with respect to participation and coverage requirements       
applicable to the Affected Employees under any welfare benefit plans that     
such Affected Employees may be eligible to participate in after the           
Effective Time, other than limitations or waiting periods that are already    
in effect with respect to such Affected Employees and that have not been      
satisfied as of the Effective Time under any welfare plan maintained for      
the Affected Employees immediately prior to the Effective Time, and (ii)      
provide each Affected Employee with credit for any co-payments and            
deductibles paid prior to the Effective Time in satisfying any applicable     
deductible or out-of-pocket requirements under any welfare plans that such    
Affected Employees are eligible to participate in after the Effective Time.   

       Section 7.9    Stock Options.  (a)  As of the Effective Time, (i)
each outstanding Employee Stock Option shall be converted into an option      
(an "Adjusted Option") to purchase the number of Parent Shares equal to the   
number of Shares subject to such Employee Stock Option immediately prior to   
the Effective Time multiplied by the Exchange Ratio (rounded to the nearest   
whole number of Parent Shares), at an exercise price per share equal to the   
exercise price for each such Share subject to such option divided by the      
Exchange Ratio (rounded down to the nearest whole cent), and all references   
in each such Employee Stock Option to the Company shall be deemed to refer    
to Parent, where appropriate; provided, however, that the adjustments         
provided in this clause (i) with respect to any Employee Stock Options        
which are "incentive stock options" (as defined in Section 422 of the Code)   
or which are described in Section 423 of the Code, shall be affected in a     
manner consistent with the requirements of Section 424(a) of the Code, and    
(ii) Parent shall assume the obligations of the Company under the Company's   

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stock option plans pursuant to which such Employee Stock Options were         
issued.  The other terms of each Adjusted Option, and the plans or            
agreements under which they were issued, shall continue to apply in           
accordance with their terms.  The date of grant of each Adjusted Option       
shall be the date on which the corresponding Employee Stock Option was        
granted.                                                                      

     (b)  Parent shall (i) reserve for issuance the number of Parent
Shares that will become subject to the benefit plans, programs and            
arrangements referred to in this Section 7.9 and (ii) issue or cause to be    
issued the appropriate number of Parent Shares pursuant to applicable         
plans, programs and arrangements, upon the exercise or maturation of rights   
existing thereunder on the Effective Time or thereafter granted or awarded.   
No later than the Effective Time, Parent shall prepare and file with the      
SEC a registration statement on Form S-8 (or other appropriate form)          
registering a number of Parent Shares necessary to fulfill Parent's           
obligations under this Section 7.9.  Such registration statement shall be     
kept effective (and the current status of the prospectus required thereby     
shall be maintained) for at least as long as Adjusted Options remain          
outstanding.                                                                  

  (c)  As soon as practicable after the Effective Time, Parent
shall deliver to the holders of Employee Stock Options appropriate notices    
setting forth such holders' rights pursuant to the respective Company stock   
option plans and the agreements evidencing the grants of such Employee        
Stock Options and that such Employee Stock Options and the related            
agreements shall be assumed by Parent and shall continue in effect on the     
same terms and conditions (subject to the adjustments required by this        
Section 7.9 after giving effect to the Merger).                               

      Section 7.10   Public Announcements.  Parent and Sub, on the one
hand, and the Company, on the other hand, agree that they will not issue      
any press release or otherwise make any public statement or respond to any    
press inquiry with respect to this Agreement or the transactions              
contemplated hereby without the prior approval of the other party, except     
as may be required by Law.                                                    

   Section 7.11   By-Law Indemnification  and Insurance.  Parent
shall cause the Surviving Corporation to keep in effect in its By-Laws a      
provision for a period of not less than six years from the Effective Time     
(or, in the case of matters occurring prior to the Effective Time which       
have not been resolved prior to the sixth anniversary of the Effective        
Time, until such matters are finally resolved) which provides for             
indemnification of the past and present officers and directors (the           
"Indemnified Parties") of the Company to the fullest extent permitted by      
the GCL.  For six years from the Effective Time, Parent shall indemnify the   
Indemnified Parties to the same extent as such Indemnified Parties are        
entitled to indemnification pursuant to the preceding sentence.  For a        
period of six years from the Effective Time, Parent shall either cause to     
be maintained in effect the current policies of directors' and officers'      
liability insurance maintained by the Company or provide substitute           
policies of at least the same coverage and amounts containing terms and       
conditions which are, in the aggregate, no less advantageous to the insured   
with respect to claims arising from facts or events that occurred on or       
before the Effective Time, except that in no event shall Parent be required   
to pay with respect to such insurance policies in any one year more than      
$200,000.                                                                     

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Section 7.12   Expenses.  (a)  Except as set forth in this
Section 7.12, whether or not the Merger is consummated all costs and          
expenses incurred in connection with this Agreement and the transactions      
contemplated hereby and thereby shall be paid by the party incurring such     
expenses; provided that those expenses incurred in connection with printing   
the Registration Statement and the related Proxy Statement, as well as the    
filing fee relating to the Registration Statement will be shared equally by   
Parent and the Company.                                                       

(b)  As a condition and inducement to Parent's and Sub's  
willingness to enter this Agreement, (i) if this Agreement is terminated by   
Parent and Sub pursuant to Section 9.1(e) or 9.1(g), (ii) if this Agreement   
is terminated by Parent and Sub or by the Company pursuant to 9.1(h) or       
(iii)(x) prior to the termination of this Agreement, a bona fide Takeover     
Proposal is commenced, publicly proposed or publicly disclosed and not        
withdrawn, (y) this Agreement is terminated by the Parent and Sub or the      
Company pursuant to Section 9.1(f) (but only due to the failure of the        
Company stockholders to approve the Merger) and (z) concurrently with or      
within twelve months after such termination a Takeover Proposal shall have    
been consummated, then, in each case, the Company shall (i) pay to Parent a   
fee (the "Company Termination Fee") of $20,000,000 in immediately available   
funds and (ii) reimburse Parent and Sub for all out-of-pocket expenses and    
fees (including, without limitation, the fees and expenses of their counsel   
and investment banking firms) incurred by them or on their behalf in          
connection with the Merger, this Agreement or the transactions contemplated   
hereby; provided, however, that such fees and expenses shall not exceed       
$2,500,000.  The Company will pay the Company Termination Fee promptly, but   
in no event later than the second business day following any such             
termination by Parent and Sub and will reimburse Parent and  Sub for the      
foregoing fees and expenses promptly, but in no event later than the second   
business day following submission of statements therefor.                     

     (c)  As a condition and inducement to the Company's willingness
to enter this Agreement, if (i) this Agreement is terminated by the Company   
pursuant to Section 9.1(i) or (ii) (x) prior to the termination of this       
Agreement, a bona fide proposal or offer with respect to any acquisition,     
business combination or purchase (including by way of a tender or exchange    
offer) of all or any significant portion of the assets of, or 15% or more     
of the outstanding shares of capital stock of Parent (a "Parent Takeover      
Proposal") is commenced, publicly proposed or publicly disclosed and not      
withdrawn, (y) this Agreement is terminated by the Company pursuant to        
Section 9.1(f) (but only due to the failure of the Parent stockholders to     
approve the issuance of Parent Shares pursuant to the Merger) and (z)         
concurrently with or within twelve months after such termination a Parent     
Takeover Proposal shall have been consummated, then Parent shall  (i) pay     
to the Company a fee (the "Parent Termination Fee") of $20,000,000 in         
immediately available funds, and (ii) reimburse the Company for all out-of-   
pocket expenses and fees (including, without limitation, the fees and         
expenses of its counsel and investment banking firms) incurred by it or on    
its behalf in connection with the Merger, this Agreement or the               
transactions contemplated hereby; provided, however, that such fees and       
expenses shall not exceed $2,500,000.  Parent will pay the Parent             
Termination Fee promptly, but in no event later than the second business      
day following any such termination by the Company and will reimburse the      
Company for the foregoing fees and expenses promptly, but in no event later   
than the second business day following submission of statements therefor.     

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     Section 7.13   Additional Agreements.  Subject to the terms and
conditions herein provided, each of the parties hereto agrees to use all      
reasonable efforts to take, or cause to be taken, all action and to do, or    
cause to be done, all things necessary, proper or advisable under             
applicable laws and regulations to consummate and make effective the          
transactions contemplated by this Agreement, including using all reasonable   
efforts to obtain all necessary waivers, consents and approvals and to        
effect all necessary registrations and filings.  In case at any time after    
the Effective Time any further action is necessary or desirable to carry      
out the purposes of this Agreement, the proper officers and/or directors of   
Parent, Sub and the Company shall take all such necessary action.             

     Section 7.14  Control of the Company's and Parent's Operations.
Nothing contained in this Agreement shall give Parent or the Company,         
directly or indirectly, rights to control or direct the operations of the     
other prior to the Effective Time.  Prior to the Effective Time, each of      
Parent and the Company shall exercise, consistent with the terms and          
conditions of this Agreement, complete control and supervision of its         
operations.                                                                   

Section 7.15  Company Rights Plan.  No later than the date
hereof, the Company shall amend the Company Rights Plan to effect the         
changes thereto contemplated by the form of amendment attached hereto as      
Exhibit B.  Except as set forth in Exhibit B, the Company shall not amend,    
modify or supplement the Company Rights Plan without the prior written        
consent of Parent.                                                            

ARTICLE VIII    

CONDITIONS TO CONSUMMATION OF THE MERGER    

    Section 8.1    Conditions to Each Party's Obligation to Effect
the Merger.  The respective obligations of each party to effect the Merger    
shall be subject to the satisfaction at or prior to the Effective Time of     
the following conditions:                                                     

   (a)  Any waiting period applicable to the consummation of the
Merger under the HSR Act shall have expired or been terminated, and no        
action shall have been instituted by the Department of Justice or Federal     
Trade Commission challenging or seeking to enjoin the consummation of this    
transaction, which action shall have not been withdrawn or terminated.        

    (b)  The Registration Statement shall have become effective in
accordance with the provisions of the Securities Act.                         

  (c)  This Agreement and the transactions contemplated hereby
shall have been approved and adopted by the requisite vote of the             
stockholders of each of the Company and Parent in accordance with             
applicable law.                                                               

       (d)  No preliminary or permanent injunction or other order by any
federal or state court in the United States which prohibits the               
consummation of the Merger shall have been issued and remain in effect.       

  (e)  Each of the Company and Parent shall have obtained such
consents from third parties and government instrumentalities in addition to   
pursuant to the HSR Act as shall be required and which are material to        
Parent and the Company and to consummation of the transactions contemplated   
hereby.                                                                       

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    (f)  Parent and Sub and the Company shall have each received a
letter of KPMG Peat Marwick LLP, dated the Effective Time, in form and        
substance satisfactory to Parent addressed to Parent and Sub and the          
Company stating that the Merger will qualify as a pooling of interests        
transaction under Opinion No. 16 of the Accounting Principles Board.          

      Section 8.2    Conditions to Obligation of the Company to Effect
the Merger.  The obligation of the Company to effect the Merger shall be      
subject to the satisfaction at or prior to the Effective Time of the          
following additional conditions:                                              

      (a)  Each of Parent and Sub shall have performed in all material
respects its obligations under this Agreement required to be performed by     
it at or prior to the Effective Time and the representations and warranties   
of Parent and Sub contained in this Agreement shall be true and correct in    
all material respects at and as of the Effective Time as if made at and as    
of such time, except as contemplated by this Agreement, and the Company       
shall have received a certificate of the Chief Executive Officer or the       
President of Parent as to the satisfaction of this condition.                 

  (b)  The Company shall have received an opinion of Winston &
Strawn, in form and substance reasonably satisfactory to the Company, dated   
as of the Effective Time, substantially to the effect that the Merger will    
constitute a reorganization for U.S. federal income tax purposes within the   
meaning of Section 368(a) of the Code.  The issuance of such opinion shall    
be conditioned upon the receipt by Winston & Strawn of representation         
letters from each of Parent, Sub and the Company, in each case, in form and   
substance reasonably satisfactory to Winston & Strawn.  The specific          
provisions of each such representation letter shall be in form and            
substance reasonably satisfactory to Winston & Strawn, and each such          
representation letter shall be dated on or before the date of such opinion    
and shall not have been withdrawn or modified in any material respect.        

   Section 8.3    Conditions to Obligations of Parent and Sub to
Effect the Merger.  The obligations of Parent and Sub to effect the Merger    
shall be subject to the satisfaction at or prior to the Effective Time of     
the following additional conditions:                                          

    (a)  The Company shall have performed in all material respects
its obligations under this Agreement required to be performed by it at or     
prior to the Effective Time and the representations and warranties of the     
Company contained in this Agreement shall be true and correct in all          
material respects at and as of the Effective Time as if made at and as of     
such time except as contemplated by this Agreement, and Parent and Sub        
shall have received a Certificate of the Chief Executive Officer or the       
President of the Company as to the satisfaction of this condition.            

  (b)  Parent shall have received an opinion of Skadden, Arps,
Slate, Meagher & Flom LLP, in form and substance reasonably satisfactory to   
Parent, dated as of the Effective Time, substantially to the effect that      
the Merger will constitute a reorganization for U.S. federal income tax       
purposes within the meaning of Section 368(a) of the Code.  The issuance of   
such opinion shall be conditioned upon the receipt by such tax counsel of     
representation letters from each of Parent, Sub and the Company, in each      
case, in form and substance reasonably satisfactory to such tax counsel.      
The specific provisions of each such representation letter shall be in form   
and substance reasonably satisfactory to such tax counsel, and each such      
representation letter shall be dated on or before the date of such opinion    
and shall not have been withdrawn or modified in any material respect.        

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ARTICLE IX    

TERMINATION, AMENDMENT AND WAIVER     

      Section 9.1    Termination.  This Agreement may be terminated at
any time prior to the Effective Time, whether before or after approval by     
the stockholders of the Company:                                              

(a)  by mutual consent of Parent, Sub and the Company;    

     (b)  by either Parent and Sub, on the one hand, or the Company,
on the other hand, if the Merger shall not have been consummated on or        
before December 31, 1998;                                                     

(c)  by the Company if any of the conditions specified in 
Sections 8.1 and 8.2 hereof has not been met or waived by the Company prior   
to or at such time as such condition can no longer be satisfied;              

  (d)  by Parent and Sub if any of the conditions specified in
Sections 8.1 and 8.3 hereof has not been met or waived by Parent and Sub      
prior to or at such time as such condition can no longer be satisfied;        

    (e)  by Parent and Sub if a tender offer or exchange offer for
50% or more of the outstanding shares of capital stock of the Company is      
commenced prior to the meeting of Company stockholders contemplated by        
Section 7.4(a), and the Board of Directors of the Company fails to            
recommend against acceptance of such tender offer or exchange offer by its    
stockholders (including by taking no position with respect to the             
acceptance of such tender offer or exchange offer by its stockholders)        
within the time period specified by Rule 14e-2 of the Exchange Act;           

      (f)  by either Parent and Sub or the Company if the approvals of
the stockholders of either Parent or the Company contemplated by this         
Agreement shall not have been obtained by reason of the failure to obtain     
the required vote at a duly held meeting of stockholders or of any            
adjournment thereof;                                                          

     (g)  by Parent and Sub if the Board of Directors of the Company
shall have  withdrawn or modified in a manner adverse to Parent its           
approval or recommendation of this Agreement and the transactions             
contemplated hereby;                                                          

  (h)  by either the Company or Parent and Sub if the Board of
Directors of the Company reasonably determines that a Takeover Proposal       
constitutes a Superior Proposal, except that the Company may not terminate    
this Agreement pursuant to this clause 7.1(h) unless and until (i) three      
business days have elapsed following delivery to Parent of a written notice   
of such determination by the Board of Directors of the Company and during     
such three business day period the Company (x) informs Parent of the terms    
and conditions of the Takeover Proposal and the identity of the person        
making the Takeover Proposal and (y) otherwise reasonably cooperates with     
Parent with respect thereto (subject, in the case of this clause (y), to      
the condition that the Board of Directors of the Company shall not be         
required to take any action that it believes, after consultation with         
outside legal counsel, would present a reasonable possibility of violating    
its obligations to the Company or the Company's stockholders under            
applicable law) with the intent of providing Parent with the opportunity to   
offer to modify the terms and conditions of this Agreement so that the        
transactions contemplated hereby may be effected, (ii) at the end of such     
three business day period the Board of Directors of the Company continues     
reasonably to believe that the Takeover Proposal constitutes a Superior       
Proposal, (iii) simultaneously with such termination the Company enters       
into a definitive acquisition, merger or similar agreement to effect the      
Superior Proposal and (iv) simultaneously with such termination, the          
Company pays to Parent the amounts specified and within the time periods      
specified in Section 7.12(b);                                                 

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   (i)  by the Company if the Board of Directors of Parent shall
have withdrawn or modified in a manner adverse to the Company its approval    
or recommendation of this Agreement and the transactions contemplated         
hereby; or                                                                    

      (j)  by either the Company or Parent and Sub if there shall have
been a material breach by the other of any of its representations,            
warranties, covenants or agreements contained in this Agreement or the        
Option Agreement, which if not cured would cause the conditions set forth     
in Sections 8.2(a) or 8.3(a), as the case may be, not to be satisfied, and    
such breach shall not have been cured within 30 days after notice thereof     
shall have been received by the party alleged to be in breach.                

Section 9.2    Effect of Termination.  In the event of    
termination of this Agreement as provided above, this Agreement shall         
forthwith become void and there shall be no liability on the part of either   
Parent, Sub or the Company or their respective officers or directors          
(i) except as set forth in Section 7.1 hereof and except for Section 7.12     
hereof which shall survive the termination and (ii) no such termination       
shall release any party of any liabilities or damages resulting from any      
wilful breach by that party of any provision of this Agreement.               

 Section 9.3    Amendment.  This Agreement may be amended by
action taken by Parent, Sub and the Company at any time before or after       
approval hereof by the stockholders of the Company, but, after any such       
approval, no amendment shall be made which alters the Exchange Ratio or       
which in any way materially adversely affects the rights of such              
stockholders, without the further approval of such stockholders.  This        
Agreement may not be amended except by an instrument in writing signed on     
behalf of each of the parties hereto.                                         

      Section 9.4    Waiver.  At any time prior to the Effective Time,
the parties hereto may (a) extend the time for the performance of any of      
the obligations or other acts of the other parties hereto, (b) waive any      
inaccuracies in the representations and warranties contained herein or in     
any document delivered pursuant hereto and (c) waive compliance with any of   
the agreements or conditions contained herein.  Any agreement on the part     
of a party hereto to any such extension or waiver shall be valid only if      
set forth in an instrument in writing signed on behalf of such party.         

ARTICLE X     

GENERAL PROVISIONS    

Section 10.1   Survival of Representations, Warranties and
Agreements.  No representations, warranties or agreements contained herein    
shall survive beyond the Effective Time except that the agreements            
contained in Sections 3.1, 3.2, 3.3, 3.4, 3.5, 3.6, 7.9, 7.11 and 7.12        
hereof shall survive beyond the Effective Time.                               

  Section 10.2   Brokers.  The Company represents and warrants
that, (i) except for its financial advisors, Donaldson, Lufkin & Jenrette     
Securities Corporation ("DLJ"), no broker, finder or financial advisor is     
entitled to any brokerage, finder's or other fee or commission in             
connection with the Merger or the transactions contemplated by this           
Agreement based upon arrangements made by or on behalf of the Company and     
(ii) the Company's fee arrangements with DLJ have been disclosed to Parent.   
Parent represents and warrants that, except for its financial advisor,        
Stephens Inc. ("Stephens"), (i) no broker, finder or financial advisor is     
entitled to any brokerage finder's or other fee or commission in connection   
with the Merger or the transactions contemplated by this Agreement based      
upon arrangements made by or on behalf of Parent or Sub and (ii) Parent's     
fee arrangements with Stephens have been disclosed to the Company.            

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     Section 10.3   Notices.  All notices, claims, demands and other
communications hereunder shall be in writing and shall be deemed given if     
delivered personally or by telex or telegram or mailed by registered or       
certified mail (postage prepaid, return receipt requested) to the             
respective parties at the following addresses (or at such other address for   
a party as shall be specified by like notice):                                

(a)  If to Parent or Sub, to:                             

ACXIOM CORPORATION                              
P.O. Box 2000                                   
301 Industrial Boulevard                        
Conway, AR 72033-2000                           
fax: (501) 336-3913                             
Attention: Charles D. Morgan                    

with a copy to:                                           

Skadden, Arps, Slate, Meagher & Flom LLP        
919 Third Avenue                                
New York, NY  10022                             
fax:  (212) 735-2000                            
Attention:  J. Michael Schell                   

(b)  if to the Company, to:                               

MAY & SPEH, INC.                                
1501 Opus Place                                 
Downers Grove, IL  60515                        
fax: (630) 719-0525                             
Attention:  Chief Executive Officer             

with a copy to:                                           

Winston & Strawn                                
35 West Wacker Drive                            
Chicago, IL 60601                               
fax:  (312) 558-5700                            
Attention:  Bruce A. Toth                       

     Section 10.4   Descriptive Headings.  The headings contained in
this Agreement are for reference purposes only and shall not affect in any    
way the meaning or interpretation of this Agreement.                          

  Section 10.5   Entire Agreement; Assignment.  This Agreement
(including the Exhibits, Schedules and other documents and instruments        
referred to herein) (a) constitutes the entire agreement and supersedes all   
other prior agreements and understandings, both written and oral among the    
parties or any of them, with respect to the subject matter hereof; (b) is     
not intended to confer upon any other person any rights or remedies           
hereunder; and (c) shall not be assigned by operation of law or otherwise,    
provided that Parent or Sub may assign its rights and obligations hereunder   
to a direct or indirect subsidiary of Parent, but no such assignment shall    
relieve Parent or Sub, as the case may be, of its obligations hereunder.      

     Section 10.6   Governing Law.  This Agreement shall be governed
by and construed in accordance with the laws of the State of Delaware         
without giving effect to the provisions thereof relating to conflicts of      
law.                                                                          

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    Section 10.7   Specific Performance.  The parties hereto agree
that irreparable damage would occur in the event any of the provisions of     
this Agreement were not performed in accordance with the terms hereof and     
that the parties shall be entitled to specific performance of the terms       
hereof, in addition to any other remedy at law or equity.                     

     Section 10.8   Counterparts.  This Agreement may be executed in
two or more counterparts, each of which shall be deemed to be an original     
but all of which shall constitute one and the same agreement.                 

   IN WITNESS WHEREFORE, each of Parent, Sub and the Company has
caused this Agreement to be executed on its behalf by its officers            
thereunto duly authorized, all as of the date first above written.            

ACXIOM CORPORATION    

    By:  /s/ Charles D. Morgan
                    ------------------------------------
         Name:   Charles D. Morgan
 Title:  President

   ACX ACQUISITION CO., INC.

      By:  /s/ Catherine L. Hughes
                    ------------------------------------
         Name: Catherine L. Hughes
                    Title: General Counsel and Secretary

MAY & SPEH, INC.      

 By:  /s/ Peter I. Mason
                   -----------------------------------
      Name:   Peter I. Mason
                   Title:  Chairman, President and CEO

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                                                 EXHIBIT A-1

IRREVOCABLE PROXY 

       IRREVOCABLE PROXY, dated as of May 26, 1998, by and between May &
Speh, Inc., a Delaware corporation (the "Company "), and Charles D. Morgan    
(the "Stockholder").                                                          

   WHEREAS, concurrently with the execution and delivery of this
Agreement, Acxiom Corporation, a Delaware Corporation ("Parent"), ACX         
Acquisition Co., Inc. a Delaware corporation and a wholly owned subsidiary    
of Parent ("Sub"), and the Company are entering into an Agreement and Plan    
of Merger, dated as of May 26, 1998 (the "Merger Agreement"), providing,      
among other things, for the merger (the "Merger") of Sub with and into the    
Company, as a result of which each of the outstanding shares of Common        
Stock, par value $.01 per share, of the Company (the "Company Common          
Stock") will be converted into the right to receive .80 of a share of the     
Common Stock, par value $.10 per share, of Parent (the "Parent Common         
Stock"), and the Company will become a wholly owned subsidiary of Parent;     
and                                                                           

      WHEREAS, the Stockholder is the owner beneficially and of record
of an aggregate of 4,112,425 shares (the "Parent Shares") of the Parent       
Common Stock, of which 297,654 shares are in respect of options exercisable   
within 60 days of the date hereof; and                                        

  WHEREAS, as a condition to its willingness to enter into the
Merger Agreement, the Company has requested that the Stockholder agree, and   
the Stockholder has agreed, to grant the Company an irrevocable proxy (the    
"Proxy") with respect to the Parent Shares, upon the terms and subject to     
the conditions hereof;                                                        

    NOW, THEREFORE, to induce the Company to enter into the Merger
Agreement and in consideration of the aforesaid and the mutual                
representations, warranties, covenants and agreements set forth herein and    
in the Merger Agreement, the parties hereto agree as follows:                 

       1.   The Stockholder hereby constitutes and appoints the Company,
during the term of this Agreement as the Stockholder's true and lawful        
proxy and attorney-in-fact, with full power of substitution, to vote all of   
the Parent Shares (and any and all securities issued or issuable in respect   
thereof) which Stockholder is entitled to vote, for and in the name, place    
and stead of the Stockholder, at any annual, special or other meeting of      
the stockholders of the Parent, and at any adjournment or adjournments        
thereof, or pursuant to any consent in lieu of a meeting or otherwise, in     
favor of any proposal to approve the issuance of the shares of Common Stock   
pursuant to the Merger Agreement and any transactions contemplated thereby.   
All power and authority hereby conferred is coupled with an interest and is   
irrevocable. In the event that the Company is unable to exercise such power   
and authority for any reason, the Stockholder agrees that he will vote all    
the Parent Shares in favor of approval of the issuance of the shares of       
Common Stock pursuant to the Merger Agreement and the transactions            
contemplated thereby, at any such meeting or adjournment thereof, or          
provide his written consent thereto.                                          

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2.   The Stockholder hereby covenants and agrees that the 
Stockholder will not, and will not agree to, directly or indirectly, sell,    
transfer, assign, pledge, hypothecate, cause to be redeemed or otherwise      
dispose of any of the Parent Shares or grant any proxy or interest in or      
with respect to such Parent Shares or deposit such Shares into a voting       
trust or enter into a voting agreement or arrangement with respect to such    
Parent Shares other than in respect of transactions not prohibited by the     
terms of the Merger Agreement.                                                

       3.   The Stockholder represents and warrants to the Company, that
the Parent Shares consist of 3,814,771 shares of  Parent Common Stock owned   
beneficially and of record by the Stockholder on the date hereof; such        
Parent Shares are all of the securities of the Parent owned of record or      
beneficially by the Stockholder on the date hereof, except for 297,654        
shares of  Parent Common Stock as to which the Stockholder holds stock        
options exercisable within 60 days of the date hereof; the Stockholder owns   
the Parent Shares free and clear of all liens, charges, claims,               
encumbrances and security interests of any nature whatsoever; and except as   
provided herein, the Stockholder has not granted any proxy with respect to    
the Parent Shares, deposited such Parent Shares into a voting trust or        
entered into any voting agreement or other arrangement with respect to such   
Parent Shares.                                                                

       4.   Any shares of  Parent Common Stock issued to the Stockholder
upon the exercise of any stock options that are currently exercisable or      
become exercisable during the term of this Agreement shall be deemed Parent   
Shares for purposes of this Agreement.                                        

      5.   This Proxy shall be governed by and construed in accordance
with the laws of the State of Delaware without giving effect to the           
provisions thereof relating to conflicts of law.                              

     6.   This Proxy shall be binding upon, inure to the benefit of,
and be enforceable by the successors and permitted assigns of the parties     
hereto.  This Proxy and the rights hereunder may not be assigned or           
transferred by the Company, except that the Company may assign its rights     
hereunder to any direct or indirect subsidiary.                               

7.   This Proxy shall terminate at the earlier of (i) the 
effectiveness of the Merger, or (ii) the termination of the Merger            
Agreement in accordance with its terms, or (iii) upon notice of termination   
given by the Company to the Stockholder.                                      

      8.   This Proxy is granted in consideration of the execution and
delivery of the Merger Agreement by the Company.  The Stockholder agrees      
that such Proxy is coupled with an interest sufficient in law to support an   
irrevocable power and shall not be terminated by any act of the               
Stockholder, by lack of appropriate power or authority or by the occurrence   
of any other event or events.                                                 

      9.   The parties acknowledge and agree that performance of their
respective obligations hereunder will confer a unique benefit on the other    
and that a failure of performance will not be compensable by money damages.   
The parties therefore agree that this Proxy shall be specifically             
enforceable and that specific enforcement and injunctive relief shall be      
available to the Company and the Stockholder for any breach of any            
agreement, covenant or representation hereunder.  This Proxy shall revoke     
all prior proxies given by the Stockholder at any time with respect to the    
Parent Shares.                                                                

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      10.  The Stockholder will, upon request, execute and deliver any
additional documents and take such actions as may reasonably be deemed by     
the Company to be necessary or desirable to complete the Proxy granted        
herein or to carry out the provisions hereof.                                 

   11.  If any term, provision, covenant, or restriction of this
Proxy is held by a court of competent jurisdiction to be invalid, void or     
unenforceable, the remainder of the terms, provisions, covenants and          
restrictions of this Proxy shall remain in full force and effect and shall    
not in any way be affected, impaired or invalidated.                          

  12.  This Proxy may be executed in two counterparts, each of
which shall be deemed to be an original but both of which together shall      
constitute one and the same document.                                         

     IN WITNESS WHEREOF, the Company and the Stockholder have caused
this Proxy to be duly executed on the date first above written.               

                ----------------------------------------
Charles D. Morgan       

MAY & SPEH, INC.        

By:                     
                  ------------------------------------
Name:             
Title:            

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                                         EXHIBIT A-2

IRREVOCABLE PROXY     

 IRREVOCABLE PROXY, dated as of May 26, 1998, by and between
Acxiom Corporation, a Delaware corporation (the "Parent"), and Lawrence J.    
Speh (the "Stockholder").                                                     

   WHEREAS, concurrently with the execution and delivery of this
Agreement, the Parent, ACX Acquisition Co., Inc. a Delaware corporation and   
a wholly owned subsidiary of Parent ("Sub"), and May & Speh, Inc. (the        
"Company") are entering into an Agreement and Plan of Merger, dated as of     
May 26, 1998 (the "Merger Agreement"), providing, among other things, for     
the merger (the "Merger") of Sub with and into the Company, as a result of    
which each of the outstanding shares of Common Stock, par value $.01 per      
share, of the Company (the "Company Common Stock") will be converted into     
the right to receive .80 of a share of the Common Stock, par value $.10 per   
share, of Parent (the "Parent Common Stock"), and the Company will become a   
wholly owned subsidiary of Parent; and                                        

     WHEREAS, the Stockholder is the owner of record of an aggregate
of 70,000 shares (the "Shares") of the Company Common Stock and the           
Stockholder is the owner beneficially of an additional 1,759,224 shares of    
Company Common Stock; and                                                     

  WHEREAS, as a condition to its willingness to enter into the
Merger Agreement, Parent has requested that the Stockholder agree, and the    
Stockholder has agreed, to grant Parent an irrevocable proxy (the "Proxy")    
with respect to the Shares, upon the terms and subject to the conditions      
hereof;                                                                       

NOW, THEREFORE, to induce Parent to enter into the Merger 
Agreement and in consideration of the aforesaid and the mutual                
representations, warranties, covenants and agreements set forth herein and    
in the Merger Agreement, the parties hereto agree as follows:                 

  1.   The Stockholder hereby constitutes and appoints Parent,
during the term of this Agreement as the Stockholder's true and lawful        
proxy and attorney-in-fact, with full power of substitution, to vote all of   
the Shares (and any and all securities issued or issuable in respect          
thereof) which Stockholder is entitled to vote, for and in the name, place    
and stead of the Stockholder, at any annual, special or other meeting of      
the stockholders of the Company, and at any adjournment or adjournments       
thereof, or pursuant to any consent in lieu of a meeting or otherwise, in     
favor of any proposal to approve and adopt the Merger Agreement and any       
transactions contemplated thereby.  All power and authority hereby            
conferred is coupled with an interest and is irrevocable. In the event that   
Parent is unable to exercise such power and authority for any reason, the     
Stockholder agrees that he will vote all the Shares in favor of approval      
and adoption of the Merger Agreement and the transactions contemplated        
thereby, at any such meeting or adjournment thereof, or provide his written   
consent thereto.                                                              

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2.   The Stockholder hereby covenants and agrees that the 
Stockholder will not, and will not agree to, directly or indirectly, sell,    
transfer, assign, pledge, hypothecate, cause to be redeemed or otherwise      
dispose of any of the Shares or grant any proxy or interest in or with        
respect to such Shares or deposit such Shares into a voting trust or enter    
into a voting agreement or arrangement with respect to such Shares.  The      
Stockholder further covenants and agrees that the Stockholder will not        
initiate or solicit, directly or indirectly, any inquiries or the making of   
any proposal with respect to engage in negotiations concerning, provide any   
confidential information or data to, or have any discussions with, any        
person relating to, any acquisition, business combination or purchase of      
all or any significant portion of the assets of, or any equity interest in    
(other than the Shares), the Company or any subsidiary thereof; provided,     
however, nothing contained herein shall be deemed to prohibit the             
Stockholder from exercising his fiduciary duties as a director of the         
Company pursuant to applicable law.                                           

      3.   The Stockholder represents and warrants to Parent, that the
Shares consist of 70,000 shares of Company Common Stock owned beneficially    
and of record by the Stockholder on the date hereof; such Shares together     
with the additional 1,759,224 shares of Company Common Stock owned            
beneficially by the Stockholder are all of the securities of the Company      
owned of record or beneficially by the Stockholder on the date hereof, the    
Stockholder owns the Shares free and clear of all liens, charges, claims,     
encumbrances and security interests of any nature whatsoever; and except as   
provided herein, the Stockholder has not granted any proxy with respect to    
the Shares, deposited such Shares into a voting trust or entered into any     
voting agreement or other arrangement with respect to such Shares.            

       4.   Any shares of Company Common Stock issued to the Stockholder
upon the exercise of any stock options that are currently exercisable or      
become exercisable during the term of this Agreement shall be deemed Shares   
for purposes of this Agreement.                                               

      5.   This Proxy shall be governed by and construed in accordance
with the laws of the State of Delaware without giving effect to the           
provisions thereof relating to conflicts of law.                              

     6.   This Proxy shall be binding upon, inure to the benefit of,
and be enforceable by the successors and permitted assigns of the parties     
hereto.  This Proxy and the rights hereunder may not be assigned or           
transferred by Parent, except that Parent may assign its rights hereunder     
to any direct or indirect subsidiary.                                         

7.   This Proxy shall terminate at the earlier of (i) the 
effectiveness of the Merger, or (ii) the termination of the Merger            
Agreement in accordance with its terms, or (iii) upon notice of termination   
given by Parent to the Stockholder.                                           

      8.   This Proxy is granted in consideration of the execution and
delivery of the Merger Agreement by Parent.  The Stockholder agrees that      
such Proxy is coupled with an interest sufficient in law to support an        
irrevocable power and shall not be terminated by any act of the               
Stockholder, by lack of appropriate power or authority or by the occurrence   
of any other event or events.                                                 

      9.   The parties acknowledge and agree that performance of their
respective obligations hereunder will confer a unique benefit on the other    
and that a failure of performance will not be compensable by money damages.   
The parties therefore agree that this Proxy shall be specifically             
enforceable and that specific enforcement and injunctive relief shall be      
available to Parent and the Stockholder for any breach of any agreement,      
covenant or representation hereunder.  This Proxy shall revoke all prior      
proxies given by the Stockholder at any time with respect to the Shares.      

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      10.  The Stockholder will, upon request, execute and deliver any
additional documents and take such actions as may reasonably be deemed by     
Parent to be necessary or desirable to complete the Proxy granted herein or   
to carry out the provisions hereof.                                           

   11.  If any term, provision, covenant, or restriction of this
Proxy is held by a court of competent jurisdiction to be invalid, void or     
unenforceable, the remainder of the terms, provisions, covenants and          
restrictions of this Proxy shall remain in full force and effect and shall    
not in any way be affected, impaired or invalidated.                          

  12.  This Proxy may be executed in two counterparts, each of
which shall be deemed to be an original but both of which together shall      
constitute one and the same document.                                         

     IN WITNESS WHEREOF, Parent and the Stockholder have caused this
Proxy to be duly executed on the date first above written.                    

                   -----------------------------------
LAWRENCE J. SPEH

  ACXIOM CORPORATION

By:             
                      --------------------------------
Name:     
Title:    

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                                             EXHIBIT A-3

IRREVOCABLE PROXY     

 IRREVOCABLE PROXY, dated as of May 26, 1998, by and between
Acxiom Corporation, a Delaware corporation (the "Parent"), and Albert J.      
Speh, Jr. (the "Stockholder").                                                

   WHEREAS, concurrently with the execution and delivery of this
Agreement, the Parent, ACX Acquisition Co., Inc. a Delaware corporation and   
a wholly owned subsidiary of Parent ("Sub"), and May & Speh, Inc. (the        
"Company") are entering into an Agreement and Plan of Merger, dated as of     
May 26, 1998 (the "Merger Agreement"), providing, among other things, for     
the merger (the "Merger") of Sub with and into the Company, as a result of    
which each of the outstanding shares of Common Stock, par value $.01 per      
share, of the Company (the "Company Common Stock") will be converted into     
the right to receive .80 of a share of the Common Stock, par value $.10 per   
share, of Parent (the "Parent Common Stock"), and the Company will become a   
wholly owned subsidiary of Parent; and                                        

   WHEREAS, the Stockholder is the owner of record of an aggregate
of 808,801 shares (the "Shares") of the Company Common Stock and the          
Stockholder is the owner beneficially of an additional 262,994 shares of      
Company Common Stock; and                                                     

  WHEREAS, as a condition to its willingness to enter into the
Merger Agreement, Parent has requested that the Stockholder agree, and the    
Stockholder has agreed, to grant Parent an irrevocable proxy (the "Proxy")    
with respect to the Shares, upon the terms and subject to the conditions      
hereof;                                                                       

NOW, THEREFORE, to induce Parent to enter into the Merger 
Agreement and in consideration of the aforesaid and the mutual                
representations, warranties, covenants and agreements set forth herein and    
in the Merger Agreement, the parties hereto agree as follows:                 

  1.   The Stockholder hereby constitutes and appoints Parent,
during the term of this Agreement as the Stockholder's true and lawful        
proxy and attorney-in-fact, with full power of substitution, to vote all of   
the Shares (and any and all securities issued or issuable in respect          
thereof) which Stockholder is entitled to vote, for and in the name, place    
and stead of the Stockholder, at any annual, special or other meeting of      
the stockholders of the Company, and at any adjournment or adjournments       
thereof, or pursuant to any consent in lieu of a meeting or otherwise, in     
favor of any proposal to approve and adopt the Merger Agreement and any       
transactions contemplated thereby.  All power and authority hereby            
conferred is coupled with an interest and is irrevocable. In the event that   
Parent is unable to exercise such power and authority for any reason, the     
Stockholder agrees that he will vote all the Shares in favor of approval      
and adoption of the Merger Agreement and the transactions contemplated        
thereby, at any such meeting or adjournment thereof, or provide his written   
consent thereto.                                                              

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2.   The Stockholder hereby covenants and agrees that the 
Stockholder will not, and will not agree to, directly or indirectly, sell,    
transfer, assign, pledge, hypothecate, cause to be redeemed or otherwise      
dispose of any of the Shares or grant any proxy or interest in or with        
respect to such Shares or deposit such Shares into a voting trust or enter    
into a voting agreement or arrangement with respect to such Shares.  The      
Stockholder further covenants and agrees that the Stockholder will not        
initiate or solicit, directly or indirectly, any inquiries or the making of   
any proposal with respect to engage in negotiations concerning, provide any   
confidential information or data to, or have any discussions with, any        
person relating to, any acquisition, business combination or purchase of      
all or any significant portion of the assets of, or any equity interest in    
(other than the Shares), the Company or any subsidiary thereof; provided,     
however, nothing contained herein shall be deemed to prohibit the             
Stockholder from exercising his fiduciary duties as a director of the         
Company pursuant to applicable law.                                           

      3.   The Stockholder represents and warrants to Parent, that the
Shares consist of 808,801 shares of Company Common Stock owned beneficially   
and of record by the Stockholder on the date hereof; such Shares together     
with the additional 262,994 shares of Company Common Stock owned              
beneficially by the Stockholder are all of the securities of the Company      
owned of record or beneficially by the Stockholder on the date hereof, the    
Stockholder owns the Shares free and clear of all liens, charges, claims,     
encumbrances and security interests of any nature whatsoever; and except as   
provided herein, the Stockholder has not granted any proxy with respect to    
the Shares, deposited such Shares into a voting trust or entered into any     
voting agreement or other arrangement with respect to such Shares.            

       4.   Any shares of Company Common Stock issued to the Stockholder
upon the exercise of any stock options that are currently exercisable or      
become exercisable during the term of this Agreement shall be deemed Shares   
for purposes of this Agreement.                                               

      5.   This Proxy shall be governed by and construed in accordance
with the laws of the State of Delaware without giving effect to the           
provisions thereof relating to conflicts of law.                              

     6.   This Proxy shall be binding upon, inure to the benefit of,
and be enforceable by the successors and permitted assigns of the parties     
hereto.  This Proxy and the rights hereunder may not be assigned or           
transferred by Parent, except that Parent may assign its rights hereunder     
to any direct or indirect subsidiary.                                         

7.   This Proxy shall terminate at the earlier of (i) the 
effectiveness of the Merger, or (ii) the termination of the Merger            
Agreement in accordance with its terms, or (iii) upon notice of termination   
given by Parent to the Stockholder.                                           

      8.   This Proxy is granted in consideration of the execution and
delivery of the Merger Agreement by Parent.  The Stockholder agrees that      
such Proxy is coupled with an interest sufficient in law to support an        
irrevocable power and shall not be terminated by any act of the               
Stockholder, by lack of appropriate power or authority or by the occurrence   
of any other event or events.                                                 

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      9.   The parties acknowledge and agree that performance of their
respective obligations hereunder will confer a unique benefit on the other    
and that a failure of performance will not be compensable by money damages.   
The parties therefore agree that this Proxy shall be specifically             
enforceable and that specific enforcement and injunctive relief shall be      
available to Parent and the Stockholder for any breach of any agreement,      
covenant or representation hereunder.  This Proxy shall revoke all prior      
proxies given by the Stockholder at any time with respect to the Shares.      

      10.  The Stockholder will, upon request, execute and deliver any
additional documents and take such actions as may reasonably be deemed by     
Parent to be necessary or desirable to complete the Proxy granted herein or   
to carry out the provisions hereof.                                           

   11.  If any term, provision, covenant, or restriction of this
Proxy is held by a court of competent jurisdiction to be invalid, void or     
unenforceable, the remainder of the terms, provisions, covenants and          
restrictions of this Proxy shall remain in full force and effect and shall    
not in any way be affected, impaired or invalidated.                          

  12.  This Proxy may be executed in two counterparts, each of
which shall be deemed to be an original but both of which together shall      
constitute one and the same document.                                         

     IN WITNESS WHEREOF, Parent and the Stockholder have caused this
Proxy to be duly executed on the date first above written.                    

                       -----------------------------------
       ALBERT J. SPEH, JR.

      ACXIOM CORPORATION

By:         
                          --------------------------------
Name: 
Title:

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                                                   EXHIBIT B

AMENDMENT TO RIGHTS AGREEMENT     

   Amendment Number One, dated as of May 26, 1998, to the Rights
Agreement, dated as of March 1, 1996 (the "Rights Agreement"), between MAY    
& SPEH, INC., a Delaware corporation (the "Company"), and HARRIS TRUST AND    
SAVINGS BANK, an Illinois banking corporation, as Rights Agent (the "Rights   
Agent").                                                                      

       WHEREAS, the Company and the Rights Agent entered into the Rights
Agreement specifying the terms of the Rights (as defined therein);            

   WHEREAS, the Company desires to amend the Rights Agreement in
accordance with Section 27 of the Rights Agreement;                           

       WHEREAS, the Company proposes to enter into an Agreement and Plan
of Merger, dated as of May 26, 1998 (the "Merger Agreement"), among the       
Company, Acxiom Corporation ("Parent") and ACX Acquisition Co., Inc.          
("Sub").                                                                      

     WHEREAS, as a condition to the Merger Agreement and in order to
induce Parent to enter into the Merger Agreement, the Company proposes to     
enter into a Stock Option Agreement, dated as of May 26, 1998, between the    
Company and Parent (the "Stock Option Agreement"), pursuant to which the      
Company will grant Parent an irrevocable option (the "Option") to purchase    
up to 19.9% of the number of shares (the "Option Shares") of common stock,    
par value $.01 per share ("Common Stock"), of the Company issued and          
outstanding immediately prior to the grant of the Option;                     

     WHEREAS, as a condition to the Merger Agreement and in order to
induce Parent to enter into the Merger Agreement, cetain, holders of shares   
of  Common Stock (each, a "Stockholder" and collectively, the                 
"Stockholders"), each propose to enter into an irrevocable proxy, dated as    
of May 26, 1998, between such Stockholder and Parent, pursuant to which       
such  Stockholder will grant Parent an irrevocable proxy  (each, a "Proxy"    
and collectively, the "Proxies") to vote such Stockholder's shares of         
Common Stock; and                                                             

      WHEREAS, the Board of Directors of the Company has determined it
advisable and in the best interest of the stockholders of the Company to      
amend the Rights Agreement to enable the Company to enter into the Merger     
Agreement and the Stock Option Agreement and consummate the transactions      
contemplated thereby without causing Parent to become an "Acquiring Person"   
(as defined in the Rights Agreement).                                         

 NOW, THEREFORE, in consideration of the premises and mutual
agreements set forth herein and in the Rights Agreement, the parties hereby   
agree as follows:                                                             

1.   Definitions.  Capitalized terms used and not otherwise defined herein    
  shall have the meaning assigned to such terms in the Rights Agreement.

2.   Amendments to the Rights Agreement.  The Rights Agreement is hereby      
amended as set forth in this Section 2.                             

a.   Section 1 of the Rights Agreement, "Certain Definitions", is   
hereby amended and restated by deleting the definition of 
  "Acquiring Person" thereof and inserting in lieu thereof the
following:                                                

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"Acquiring Person" shall mean any Person (as such term is 
hereinafter defined) who or which, together with all Affiliates and           
Associates (as such terms are hereinafter defined) of such Person, shall be   
the Beneficial Owner (as such term is hereinafter defined) of 15% or more     
of the Common Shares of the Company then outstanding, but shall not include   
the Company, any Subsidiary (as such term is hereinafter defined) of the      
Company, any employee benefit plan of the Company or any Subsidiary of the    
Company, any Person holding Common Shares for or pursuant to the terms of     
any such plan, or any Grandfathered Person.  Notwithstanding the foregoing,   
no Person (including, without limitation, any Grandfathered Person) shall     
become an "Acquiring Person" as the result of (a) an acquisition of Common    
Shares by the Company which, by reducing the number of shares outstanding,    
increases the proportionate number of shares beneficially owned by such       
Person to 15% or more of the Common Shares of the Company then outstanding;   
(b) the acquisition by such Person of newly issued Common shares directly     
from the Company (it being understood that a purchase from an underwriter     
or other intermediary is not directly from the Company); or (c) that the      
Parent, and its Affiliates and Associates shall not be deemed to be an        
Acquiring Person as a result of either (i) the grant of the Option (as such   
term is defined in the Stock Option Agreement) pursuant to the Stock Option   
Agreement, or at any time following the exercise thereof and the issuance     
of shares of Common Shares in accordance with the terms of the Stock Option   
Agreement or (ii) the grant of the Proxies by and between the Stockholders    
and Parent, or at any time following the delivery and execution thereof;      
provided, however, that if a Person shall become the Beneficial Owner of      
15% or more of the Common Shares of the Company then outstanding by reason    
of share purchases by the Company or the receipt of newly issued Common       
Shares directly from the Company and shall, after such share purchases or     
direct issuance by the Company, become the Beneficial Owner of any            
additional Common Shares of the Company, then such Person shall be deemed     
to be an "Acquiring Person;" provided further, however, that any transferee   
from such Person who becomes the Beneficial Owner of 15% or more of the       
Common Shares of the Company then outstanding shall nevertheless be deemed    
to be an "Acquiring Person."  Notwithstanding the foregoing, if the Board     
of Directors of the Company determines in good faith that a Person who        
would otherwise be an "Acquiring Person," as defined pursuant to the          
foregoing provisions of this paragraph, has become such inadvertently, and    
such Person divests as promptly as practicable (and in any event within ten   
business days after notification by the Company) a sufficient number of       
Common Shares so that such Person would no longer be an Acquiring Person,     
as defined pursuant to the foregoing provisions of this paragraph, then       
such Person shall not be deemed to be an "Acquiring Person" for any           
purposes of this Agreement.                                                   

b.   Section 7(a) of the Rights Agreement is hereby amended by      
deleting subsections 7(a)(i), 7(a)(ii), and 7(a)(iii) and 
inserting in lieu thereof the following:                  

          (i)  the close of business on the tenth anniversary of the
effective date of this Agreement (the "Final Expiration Date"), (ii)
the time at which the Rights are redeemed as provided in Section 23 
hereof (the "Redemption Date"), (iii) the time immediately prior to 
 the Effective Time (as such term is defined in that certain Agreement
  and Plan of Merger dated as of May 26, 1998, among the Company, Acxiom
Corporation and ACX Acquisition Co., Inc. (the earliest to occur of 
(i), (ii) and (iii) being herein referred to as the "Expiration     
Date"), and (iv) the time at which such Rights are exchanged as     
provided in Section 24 hereof.                                      

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3.   Miscellaneous.                                                           

a.   The term "Agreement" as used in the Rights Agreement shall be  
deemed to refer to the Rights Agreement as amended hereby.

b.   The foregoing amendment shall be effective as of the date first
above written, and, except as set forth herein, the Rights
  Agreement shall remain in full force and effect and shall be
otherwise unaffected hereby.                              

 c.   This Amendment may be executed in two or more counterparts, each
   of which shall be deemed to be an original, but all for which
together shall constitute one and the same instrument.    

d.   This Amendment shall be deemed to be a contract made under the 
 laws of the State of Delaware and for all purposes shall be
   governed by and construed in accordance with the laws of such
     State applicable to contracts to be made and performed entirely
within such State.                                        

       IN WITNESS WHEREOF, the parties hereto have caused this Amendment
Number One to be duly executed and attested, all as of the day and year       
first above written.                                                          

Attest:                                MAY & SPEH, INC.                       

By:                                       By:                                 
 --------------------------------       ----------------------------------
Name:                                  Name:                            
Title:                                 Title:                           

Attest:                                HARRIS TRUST AND SAVINGS BANK          

By:                                       By:                                 
-------------------------------        ---------------------------------
Name:                                  Name:                            
Title:                                 Title:                           

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                                                   EXHIBIT C

FORM OF AFFILIATE LETTER FOR AFFILIATES OF THE COMPANY    

Acxiom Corporation                                                            
301 Industrial Boulevard                                                      
Conway, AR 72032                                                              

Ladies and Gentlemen:                                                         

     I have been advised that as of the date of this letter I may be
deemed to be an "affiliate" of May & Speh, Inc., a Delaware corporation       
(the "Company"), as the term "affiliate" is (i) defined for purposes of       
paragraphs (c) and (d) of Rule 145 of the rules and regulations (the "Rules   
and Regulations") of the Securities and Exchange Commission (the "SEC")       
under the Securities Act of 1933, as amended (the "Securities Act"), and/or   
(ii) used in and for purposes of Accounting Series Releases No. 130 and No.   
135, as amended, of the SEC.  Pursuant to the terms of the Agreement and      
Plan of Merger, dated as of May 26, 1998 (the "Merger Agreement"), among      
Acxiom Corporation, a Delaware corporation ("Parent"), ACX Acquisition Co.,   
a Delaware corporation (" Sub"), and the Company, (i) Sub will be merged      
with and into the Company, with the Company continuing as the surviving       
corporation (the "Merger"), (ii) the Company will become a subsidiary of      
Parent, and (iii) stockholders of the Company will become stockholders of     
Parent. Capitalized terms used in this letter without definition shall have   
the meanings assigned to them in the Merger Agreement.                        

      As a result of the Merger, I may receive shares of common stock,
par value $.10 per share, of Parent (the "Parent Common Stock"). I would      
receive such Parent Common Stock in exchange for shares (or upon exercise     
of options for shares) owned by me of common stock, par value $0.01 per       
share, of the Company  (the "Company Common Stock").                          

      1.   I hereby represent and warrant to, and covenant with Parent
that in the event I receive any shares of Parent Common Stock as a result     
of the Merger:                                                                

          A.   I shall not make any offer, sale, pledge, transfer or
     other disposition of shares of Parent Common Stock in violation
of the Securities Act or the Rules and Regulations.       

     B.   I have carefully read this letter and the Merger
    Agreement and discussed the requirements of such documents and
       other applicable limitations upon my ability to sell, transfer or
       otherwise dispose of shares of Parent Common Stock, to the extent
   I felt necessary, with my counsel or counsel for the Company.

       C.   I have been advised that the issuance of shares of
Parent Common Stock to me pursuant to the Merger has been 
registered with the SEC under the Securities Act on a     
   Registration Statement on Form S-4. However, I have also been
     advised that, because at the time the Merger is submitted for a
     vote of the stockholders of the Company, (a) I may be deemed to
      be an affiliate of the Company and (b) the distribution by me of
     shares of Parent Common Stock has not been registered under the
      Act, I may not sell, transfer or otherwise dispose of the shares
       of Parent Common Stock issued to me in the Merger unless (i) such
    sale, transfer or other disposition is made in conformity with
     the volume and other limitations of Rule 145 promulgated by the
     SEC under the Securities Act, (ii) such sale, transfer or other
       disposition has been registered under the Securities Act or (iii)
     in the opinion of counsel reasonably acceptable to Parent, or a
      "no action" letter obtained by the undersigned from the staff of
   the SEC such sale, transfer or other disposition is otherwise
exempt from registration under the Securities Act.        

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        D.   I understand that  Parent is under no obligation to
       register the sale, transfer or other disposition of Parent Common
      Stock by me or on my behalf under the Act or, except as provided
    in paragraph 2(A) below, to take any other action necessary in
       order to make compliance with an exemption from such registration
available.                                                

           E.   I also understand that stop transfer instructions will
     be given to the Company's transfer Agent with respect to shares
  of Company Common Stock currently held by me and to Parent's
  transfer Agent with respect to shares of Parent Common Stock
 issued to me in the Merger, and there will be placed on the
   certificates for such shares of Parent Common Stock, a legend
stating in substance:                                     

          "THE SHARES REPRESENTED BY THIS CERTIFICATE WERE
     ISSUED IN A TRANSACTION TO WHICH RULE 145 PROMULGATED
     UNDER THE SECURITIES ACT OF 1933 APPLIES.  THE SHARES
       REPRESENTED BY THIS CERTIFICATE MAY ONLY BE TRANSFERRED
      IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT DATED MAY
      , 1998 BETWEEN THE REGISTERED HOLDER HEREOF AND ACXIOM
    CORPORATION, A COPY OF WHICH AGREEMENT IS ON FILE AT
THE PRINCIPAL OFFICES OF ACXIOM CORPORATION."   

        F.   I also understand that unless a sale or transfer is
     made in conformity with the provisions of Rule 145, or pursuant
       to a registration statement, Parent reserves the right to put the
   following legend on the certificates issued to my transferee:

          "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE
    NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
 AND WERE ACQUIRED FROM A PERSON WHO RECEIVED SUCH
     SHARES IN A TRANSACTION TO WHICH RULE 145 PROMULGATED
     UNDER THE SECURITIES ACT OF 1933 APPLIES.  THE SHARES
       HAVE BEEN ACQUIRED BY THE HOLDER NOT WITH A VIEW TO, OR
       FOR RESALE IN CONNECTION WITH, ANY DISTRIBUTION THEREOF
    WITHIN THE MEANING OF THE SECURITIES ACT OF 1933 AND
 MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED
EXCEPT IN ACCORDANCE WITH AN EXEMPTION FROM THE 
  REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF
1933."                                          

            G.   I further represent to, and covenant with Parent that I
       will not sell, transfer or otherwise dispose of or reduce my risk
    (as contemplated by the SEC Accounting Series Release No. 135)
    with respect to shares of Company Common Stock that I may hold
   and, furthermore, that I will not sell, transfer or otherwise
     dispose of or reduce my risk (as contemplated by SEC Accounting
  Series Release No. 135) with respect to the shares of Parent
      Common Stock received by me in the Merger or any other shares of
 the capital stock of Parent during the 30 days prior to the
       Effective Time until after such time as results covering at least
    30 days of continued operations of Parent and the Company have
   been published by Parent, in the form of a quarterly earnings
       report, an effective registration statement filed with the SEC, a
      report to the SEC on Form 10-K, 10-Q or 8-K, or any other public
   filing or announcement which includes the combined results of
    operations of Parent and the Company (the period commencing 30
    days prior to the Effective Time and ending on the date of the
     publication of the post-Merger financial results is referred to
herein as the "Pooling Period").  Parent shall notify the 
       "affiliates" of the publication of such results.  Notwithstanding
       the foregoing, I understand that during the Pooling Period I will
      be permitted to sell, transfer or otherwise dispose of or reduce
  my risk with respect to an amount of Parent Common Stock and
Company Common Stock not more than the de minimus amount  
permitted by the SEC in its rules and releases relating to
      pooling of interests accounting treatment and in accordance with
   Rule 145(d)(i) under the Securities Act, subject to providing
advance written notice to Parent.                         

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         H.   Execution of this letter should not be considered an
     admission on my part that I am an "affiliate" of the Company as
      described in the first paragraph of this letter, nor as a waiver
       of any rights I may have to object to any claim that I am such an
affiliate on or after the date of this letter.            

     2.  By Parent's acceptance of this letter, Parent hereby agrees
with me as follows:                                                           

            A.   For so long as and to the extent necessary to permit me
    to sell the shares of Parent Common Stock pursuant to Rule 145
   and, to the extent applicable, Rule 144 under the Act, Parent
 shall (a) use its reasonable best efforts to (i) file, on a
      timely basis, all reports and data required to be filed with the
     SEC by it pursuant to Section 13 of the Securities Exchange Act
       of 1934, as amended and (ii) furnish to me upon request a written
     statement as to whether Parent has complied with such reporting
      requirements during the 12 months preceding any proposed sale of
     the shares of Parent Common Stock by me under Rule 145, and (b)
otherwise use its reasonable efforts to permit such sales 
pursuant to Rule 145 and Rule 144.                        

           B.   It is understood and agreed that certificates with the
       legends set forth in paragraphs E and F above will be substituted
     by delivery of certificates without such legend if (i) one year
   shall have elapsed from the date the undersigned acquired the
  shares of Parent Common Stock received in the Merger and the
provisions of Rule 145(d)(2) are then available to the    
      undersigned, (ii) two years shall have elapsed from the date the
     undersigned acquired the shares of Parent Common Stock received
 in the Merger and the provisions of Rule 145(d)(3) are then
 applicable to the undersigned, or (iii) Parent has received
      either an opinion of counsel, which opinion and counsel shall be
reasonably satisfactory to Parent, or a "no-action" letter
   obtained by the undersigned from the staff of the SEC, to the
   effect that the restrictions imposed by Rule 144 and Rule 145
under the Act no longer apply to the undersigned.         

             Very truly yours,

                              ____________________________________
Name: 

Agreed and accepted this __ day                                               
of ____________ 1998, by                                                      

ACXIOM CORPORATION                                                            

By: __________________________                                                
Name:                                                                 
Title:                                                                

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                                                     EXHIBIT D

FORM OF AFFILIATE LETTER FOR AFFILIATES OF PARENT     

Acxiom Corporation                                                            
301 Industrial Boulevard                                                      
Conway, AR 72032                                                              

Ladies and Gentlemen:                                                         

     I have been advised that as of the date of this letter I may be
deemed to be an "affiliate" of  Acxiom Corporation, a Delaware corporation    
("Parent"), as the term "affiliate" is defined for purposes of Accounting     
Series Releases No. 130 and No. 135, as amended, of the Securities and        
Exchange Commission (the "SEC").  Pursuant to the terms of the Agreement      
and Plan of  Merger, dated as of May 26, 1998 (the "Merger Agreement"),       
among May & Speh, Inc., a Delaware corporation (the "Company"), ACX           
Acquisition Co., a Delaware corporation ("Sub"), and Parent, (i) Sub will     
be merged with and into the Company, with the Company continuing as the       
Surviving Corporation (the "Merger"), (ii) the Company will become a          
subsidiary of Parent, and (iii) stockholders of the Company will become       
stockholders of Parent.                                                       

     I hereby represent to, and covenant with Parent that I will not
sell, transfer or otherwise dispose of or reduce my risk (as contemplated     
by the SEC Accounting Series Release No. 135) with respect to any shares of   
common stock, par value $.10 per share, of Parent (the "Parent Common         
Stock") that I may hold and, furthermore, that I will not sell, transfer or   
otherwise dispose of or reduce my risk (as contemplated by the SEC            
Accounting Series Release No. 135) with respect to any shares of common       
stock, par value $0.01 per share, of the Company ("Company Common Stock")     
that I may hold during the 30 days prior to the Effective Time (as defined    
in the Merger Agreement) until after such time as results covering at least   
30 days of combined operations of Parent and the Company have been            
published by Parent, in the form of a quarterly earnings report, an           
effective registration statement filed with the SEC, a report to the SEC on   
Form 10-K, 10-Q or 8-K, or any other public filing or announcement which      
includes the combined results of operations of Parent and the Company (the    
period commencing 30 days prior to the Effective Time and ending on the       
date of the publication of the post-Merger financial results is referred to   
herein as the "Pooling Period").  Parent shall notify the "affiliates"of      
the publication of such results. Notwithstanding the foregoing, I             
understand that during the Pooling Period I will be permitted to sell,        
transfer or otherwise dispose of or reduce my risk with respect to an         
amount of Parent Common Stock and Company Common Stock not more than the de   
minimus amount permitted by the SEC in its rules and releases relating to     
pooling of interests accounting treatment, subject to providing advance       
written notice to Parent.                                                     

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     Execution of  this letter should not be considered an admission
on my part that I am an "affiliate" of Parent as described in the first       
paragraph of this letter, nor as a waiver of any rights I may have to         
object to any claim that I am such an affiliate on or after the date of       
this letter.                                                                  

                         Very truly yours,

                                       _______________________________
             Name:

Agreed and accepted this __ day                                               
of ___________, 1998, by                                                      

ACXIOM CORPORATION                                                            

By: __________________________                                                
Name:                                                                 
Title:                                                                

MAY & SPEH, INC.                                                              

By: _________________________                                                 
Name:                                                                 
Title:                                                                

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STOCK OPTION AGREEMENT    

STOCK OPTION AGREEMENT, dated as of May 26, 1998 (the "Agreement"), 
between MAY & SPEH, INC., a Delaware corporation ("Issuer"), and Acxiom         
Corporation, a Delaware corporation ("Grantee").                                

RECITALS    

A. Issuer and Grantee have entered into an Agreement and Plan of    
Merger, dated as of the date hereof (the "Merger Agreement"; defined terms      
used but not defined herein have the meanings set forth in the Merger           
Agreement), providing for, among other things, the merger of Sub with and       
into Issuer pursuant to the terms of the Merger; and                            

B. As a condition and inducement to Grantee's willingness to enter  
into the Merger Agreement, Grantee has requested that Issuer agree, and         
Issuer has agreed, to grant Grantee the Option (as defined below).              

NOW, THEREFORE, in consideration of the foregoing and the respective
representations, warranties, covenants and agreements set forth herein,         
Issuer and                                                                      
Grantee agree as follows:                                                       

1. Grant of Option. Subject to the terms and conditions set forth   
herein, Issuer hereby grants to Grantee an irrevocable option (the              
"Option") to purchase up to 19.9% of the number of shares (the "Option          
Shares") of common stock, par value $0.01 per share ("Issuer Common             
Stock"), of Issuer issued and outstanding immediately prior to the grant of     
the Option at a purchase price of $14.96 (as adjusted as set forth herein)      
per Option Share (the "Purchase Price").                                        

2. Exercise of Option. (a) Grantee may exercise the Option, with    
respect to any or all of the Option Shares at any one time, subject to the      
provisions of Section 2(c), upon the occurrence of a Purchase Event (as         
defined in Section 7(c)), except that (i) subject to the last sentence of       
this Section 2(a), the Option will terminate and be of no further force and     
effect upon the earliest to occur of (A) the Effective Time, (B) six            
months after the date on which a Purchase Event (as defined herein) occurs,     
and (C) termination of the Merger Agreement in accordance with its terms        
prior to the occurrence of a Purchase Event, unless, in the case of clause      
(C), the Grantee has the right to receive the Company Termination Fee           
following such termination upon the occurrence of certain events, in which      
case the Option will not terminate until the later of (x) six months            
following the time such Company Termination Fee becomes payable and (y) the     
expiration of the period in which the Grantee has such right to receive the     
Company Termination Fee, and (ii) any purchase of Option Shares upon            
exercise of the Option will be subject to compliance with the HSR Act and       
the obtaining or making of any consents, approvals, orders, notifications       
or authorizations, the failure of which to have obtained or made would have     
the effect of making the issuance of Option Shares illegal (the "Regulatory     
Approvals") and no preliminary or permanent injunction or other order by        
any court of competent jurisdiction prohibiting or otherwise restraining        
such issuance shall be in effect. Notwithstanding the termination of the        
Option, Grantee will be entitled to purchase the Option Shares if it has        
exercised the Option in accordance with the terms hereof prior to the           
termination of the Option, and the termination of the Option will not           
affect any rights hereunder which by their terms do not terminate or expire     
prior to or as of such termination.                                             

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(b) In the event that Grantee wishes to exercise the Option, it will
send to Issuer a written notice (an "Exercise Notice"; the date of which        
being herein referred to as the "Notice Date") to that effect which             
Exercise Notice also specifies the number of Option Shares, if any, Grantee     
wishes to purchase pursuant to this Section 2(b), the number of Option          
Shares, if any, with respect to which Grantee wishes to exercise its            
Cash-Out Right (as defined herein) pursuant to Section 7(c), the                
denominations of the certificate or certificates evidencing the Option          
Shares which Grantee wishes to purchase pursuant to this Section 2(b) and a     
date not earlier than 20 business days nor later than 30 business days from     
the Notice Date for the closing (an "Option Closing") of such purchase (an      
"Option Closing Date"). Any Option Closing will be at an agreed location        
and time in New York, New York on the applicable Option Closing Date or at      
such later date as may be necessary so as to comply with clause (ii) of         
Section 2(a).                                                                   

(c) Notwithstanding anything to the contrary contained herein, any  
exercise of the Option and purchase of Option Shares shall be subject to        
compliance with applicable laws and regulations, which may prohibit the         
purchase of all the Option Shares specified in the Exercise Notice without      
first obtaining or making certain Regulatory Approvals. In such event, if       
the Option is otherwise exercisable and Grantee wishes to exercise the          
Option, the Option may be exercised in accordance with Section 2(b) and         
Grantee shall acquire the maximum number of Option Shares specified in the      
Exercise Notice that Grantee is then permitted to acquire under the             
applicable laws and regulations, and if Grantee thereafter obtains the          
Regulatory Approvals to acquire the remaining balance of the Option Shares      
specified in the Exercise Notice, then Grantee shall be entitled to acquire     
such remaining balance. Issuer agrees to use its reasonable best efforts to     
assist Grantee in seeking the Regulatory Approvals.                             

In the event (i) Grantee receives official notice that a Regulatory 
Approval required for the purchase of any Option Shares will not be issued      
or granted or (ii) such Regulatory Approval has not been issued or granted      
within six months of the date of the Exercise Notice, Grantee shall have        
the right to exercise its Cash-Out Right (as defined herein) pursuant to        
Section 7(c) with respect to the Option Shares for which such Regulatory        
Approval will not be issued or granted or has not been issued or granted.       

3. Payment and Delivery of Certificates. (a) At any Option Closing, 
Grantee will pay to Issuer in same day funds by wire transfer to a bank         
account designated in writing by Issuer an amount equal to the Purchase         
Price multiplied by the number of Option Shares to be purchased at such         
Option Closing.                                                                 

(b) At any Option Closing, simultaneously with the delivery of same 
day funds as provided in Section 3(a), Issuer will deliver to Grantee a         
certificate or certificates representing the Option Shares to be purchased      
at such Option Closing, which Option Shares will be free and clear of all       
liens, claims, charges and encumbrances of any kind whatsoever. If at the       
time of issuance of Option Shares pursuant to an exercise of the Option         
hereunder, Issuer shall not have issued any securities similar to rights        
under a shareholder rights plan, then each Option Share issued pursuant to      
such exercise will also represent such a corresponding right with terms         
substantially the same as and at least as favorable to Grantee as are           
provided under any Issuer shareholder rights agreement or any similar           
agreement then in effect.                                                       

 (c) Certificates for the Option Shares delivered at an Option Closing
will have typed or printed thereon a restrictive legend which will read         
substantially as follows:                                                       

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"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN       
REGISTERED UNDER THE SECURITIES ACT OF 1933, AND MAY BE OFFERED,    
SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IF SO REGISTERED OR IF  
ANY EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. SUCH SECURITIES  
ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH
IN THE STOCK OPTION AGREEMENT, DATED AS OF MAY 26, 1998, A COPY OF  
WHICH MAY BE OBTAINED FROM THE SECRETARY OF MAY & SPEH, INC. AT ITS 
PRINCIPAL EXECUTIVE OFFICES."                                       

It is understood and agreed that (i) the reference to restrictions arising      
under the Securities Act in the above legend will be removed by delivery of     
substitute certificate(s) without such reference if such Option Shares have     
been sold in compliance with the registration and prospectus delivery           
requirements of the Securities Act, such Option Shares have been sold in        
reliance on and in accordance with Rule 144 under the Securities Act or         
Grantee has delivered to Issuer a copy of a letter from the staff of the        
SEC, or an opinion of counsel in form and substance reasonably satisfactory     
to Issuer and its counsel, to the effect that such legend is not required       
for purposes of the Securities Act and (ii) the reference to restrictions       
pursuant to this Agreement in the above legend will be removed by delivery      
of substitute certificate(s) without such reference if the Option Shares        
evidenced by certificate(s) containing such reference have been sold or         
transferred in compliance with the provisions of this Agreement under           
circumstances that do not require the retention of such reference.              

4. Incorporation of Representations and Warranties of Issuer. The   
representations and warranties of Issuer contained in Article V of the          
Merger Agreement are hereby incorporated by reference herein with the same      
force and effect as though made pursuant to this Agreement.                     

 5. Representations and Warranties of Issuer. Issuer hereby represents
and warrants to Grantee as follows:                                             

   (a) Corporate Authorization. Issuer has the corporate power and
authority to enter into this Agreement and to carry out its         
obligations hereunder. The execution and delivery of this Agreement 
and the consummation of the transactions contemplated hereby have   
 been duly and validly authorized by the Board of Directors of Issuer,
and no other corporate proceedings on the part of Issuer are        
necessary to authorize this Agreement and the transactions          
contemplated hereby. This Agreement has been duly and validly       
executed and delivered by Issuer, and assuming this Agreement       
constitutes a valid and binding agreement of Grantee, this Agreement
constitutes a valid and binding agreement of Issuer, enforceable    
against Issuer in accordance with its terms (except insofar as      
enforceability may be limited by applicable bankruptcy, insolvency, 
reorganization, moratorium or similar laws affecting creditors'     
rights generally, or by principles governing the availability of    
equitable remedies).                                                

  (b) Authorized Stock. Issuer has taken all necessary corporate
and other action to authorize and reserve and, subject to the       
expiration or termination of any required waiting period under the  
HSR Act, to permit it to issue, and, at all times from the date     
hereof until the obligation to deliver Option Shares upon the       
exercise of the Option terminates, shall have reserved for issuance,
upon exercise of the Option, shares of Issuer Common Stock necessary
for Grantee to exercise the Option, and Issuer will take all        
necessary corporate action to authorize and reserve for issuance all
additional shares of Issuer Common Stock or other securities which  
may be issued pursuant to Section 7 upon exercise of the Option. The
shares of Issuer Common Stock to be issued upon due exercise of the 
Option, including all additional shares of Issuer Common Stock or   
 other securities which may be issuable upon exercise of the Option or
any other securities which may be issued pursuant to Section 7, upon
 issuance pursuant hereto, will be duly and validly issued, fully paid
 and nonassessable, and will be delivered free and clear of all liens,
claims, charges and encumbrances of any kind or nature whatsoever,  
 including without limitation any preemptive rights of any stockholder
of Issuer.                                                          

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6. Representations and Warranties of Grantee. Grantee hereby        
represents and warrants to Issuer that:                                         

    (a) Corporate Authorization. Grantee has the corporate power and
authority to enter into this Agreement and to carry out its         
obligations hereunder. The execution and delivery of this Agreement 
and the consummation of the transactions contemplated hereby have   
been duly and validly authorized by the Board of Directors of       
Grantee, and no other corporate proceedings on the part of Grantee  
are necessary to authorize this Agreement and the transactions      
contemplated hereby. This Agreement has been duly and validly       
executed and delivered by Grantee, and assuming this Agreement      
constitutes a valid and binding agreement of Issuer, this Agreement 
constitutes a valid and binding agreement of Grantee, enforceable   
against Grantee in accordance with its terms (except insofar as     
enforceability may be limited by applicable bankruptcy, insolvency, 
reorganization, moratorium or similar laws affecting creditors'     
rights generally, or by principles governing the availability of    
equitable remedies).                                                

 (b) Purchase Not For Distribution. Any Option Shares or other
securities acquired by Grantee upon exercise of the Option will not 
be, and the Option is not being, acquired by Grantee with a view to 
the public distribution thereof. Neither the Option nor any of the  
 Option Shares will be offered, sold, pledged or otherwise transferred
except in compliance with, or pursuant to an exemption from, the    
registration requirements of the Securities Act.                    

7. Adjustment upon Changes in Capitalization, Etc. (a) In the event 
of any changes in Issuer Common Stock by reason of a stock dividend,            
reverse stock split, merger, recapitalization, combination, exchange of         
shares, or similar transaction, the type and number of shares or securities     
subject to the Option, and the Purchase Price therefor, will be adjusted        
appropriately, and proper provision will be made in the agreements              
governing such transaction, so that Grantee will receive upon exercise of       
the Option the number and class of shares or other securities or property       
that Grantee would have received with respect to Issuer Common Stock if the     
Option had been exercised immediately prior to such event or the record         
date therefor, as applicable.                                                   

(b) Without limiting the parties' relative rights and obligations   
under the Merger Agreement, in the event that the Issuer enters into an         
agreement (i) to consolidate with or merge into any person, other than          
Grantee or one of its subsidiaries, and Issuer will not be the continuing       
or surviving corporation in such consolidation or merger, (ii) to permit        
any person, other than Grantee or one of its subsidiaries, to merge into        
Issuer and Issuer will be the continuing or surviving corporation, but in       
connection with such merger, the shares of Issuer Common Stock outstanding      
immediately prior to the consummation of such merger will be changed into       
or exchanged for stock or other securities of Issuer or any other person or     
cash or any other property, or the shares of Issuer Common Stock                
outstanding immediately prior to the consummation of such merger will,          
after such merger represent less than 50% of the outstanding voting             
securities of the merged company, or (iii) to sell or otherwise transfer        
all or substantially all of its assets to any person, other than Grantee or     
one of its subsidiaries, then, and in each such case, the agreement             
governing such transaction will make proper provision so that the Option        
will, upon the consummation of any such transaction and upon the terms and      
condition set forth herein, be converted into, or exchanged for, an option      
with identical terms appropriately adjusted to acquire the number and class     
of shares or other securities or property that Grantee would have received      
in respect of Issuer Common Stock if the Option had been exercised              
immediately prior to such consolidation, merger, sale, or transfer, or the      
record date therefor, as applicable and make any other necessary                
adjustments.                                                                    

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 (c) If, at any time during the period commencing on the occurrence of
an event as a result of which Grantee is entitled to receive the Company        
Termination Fee pursuant to Section 7.12 of the Merger Agreement (the           
"Purchase Event") and ending on the termination of the Option in accordance     
with Section 2, Grantee sends to Issuer an Exercise Notice indicating           
Grantee's election to exercise its right (the "Cash-Out- Right") pursuant       
to this Section 7(c), then Issuer shall pay to Grantee, on the Option           
Closing Date, in exchange for the cancellation of the Option with respect       
to such number of Option Shares as Grantee specifies in the Exercise            
Notice, an amount in cash equal to such number of Option Shares multiplied      
by the difference between (i) the average closing price for the 10 trading      
days commencing on the 12th Nasdaq trading day immediately preceding the        
Notice Date, per share of Issuer Common Stock as reported on the Nasdaq         
National Market (or, if not listed on the Nasdaq, as reported on any other      
national securities exchange or national securities quotation system on         
which the Issuer Common Stock is listed or quoted, as reported in The Wall      
Street Journal (Northeast edition), or, if not reported thereby, any other      
authoritative source) (the "Closing Price") and (ii) the Purchase Price,        
except that in no event shall the Issuer be required to pay to the Grantee      
pursuant to this Section 7(c) an amount exceeding the product of (x) $2.00      
and (y) such number of Option Shares. Notwithstanding the termination of        
the Option, Grantee will be entitled to exercise its rights under this          
Section 7(c) if it has exercised such rights in accordance with the terms       
hereof prior to the termination of the Option.                                  

8. Repurchase Option. In the event that Grantee notifies Issuer of  
its intention to exercise the Option pursuant to Section 2(a), Issuer may       
require Grantee upon the delivery to Grantee of written notice during the       
period beginning on the Notice Date and ending two days prior to the Option     
Closing Date, to sell to Issuer the Option Shares acquired by Grantee           
pursuant to such exercise of the Option at a purchase price per share for       
such sale equal to the Purchase Price plus $2.00. The Closing of any            
repurchase of Option Shares pursuant to this Section 8 shall take place         
immediately following consummation of the sale of the Option Shares to          
Grantee on the Option Closing Date at the location and time agreed upon         
with respect to such Option Closing Date.                                       

9.  Registration Rights.                                            

  (a) Grantee may by written notice (a "Registration Notice") to
Issuer request Issuer to register under the Securities Act all or any part      
of the Option Shares or other securities acquired by Grantee pursuant to        
this Agreement (collectively, the "Registrable Securities") in order to         
permit the sale or other disposition of such securities pursuant to a bona      
fide, firm commitment underwritten public offering in which Grantee and the     
underwriters shall effect as wide a distribution of such Registrable            
Securities as is reasonably practicable and shall use reasonable efforts to     
prevent any person or group from purchasing through such offering shares        
representing more than 3% of the shares of Issuer Common Stock then             
outstanding on a fully-diluted basis; provided, however, that any such          
Registration Notice must relate to a number of shares equal to at least 2%      
of the shares of Issuer Common Stock then outstanding on a fully-diluted        
basis and that any rights to require registration hereunder shall terminate     
with respect to any shares that may be sold pursuant to Rule 144(k) under       
the Securities Act.                                                             

(b) Issuer shall use reasonable best efforts to effect, as  
promptly as practicable, the registration under the Securities Act of the       
Registrable Securities requested to be registered in the Registration           
Notice; provided, however, that (i) Grantee shall not be entitled to more       
than an aggregate of two effective registration statements hereunder and        

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(ii) Issuer will not be required to file any such registration statement        
during any period of time (not to exceed 40 days after a Registration           
Notice in the case of clause (A) below or 90 days after a Registration          
Notice in the case of clauses (B) and (C) below) when (A) Issuer is in          
possession of material non-public information which it reasonably believes      
would be detrimental to be disclosed at such time and, based upon the           
advice of outside securities counsel to Issuer, such information would have     
to be disclosed if a registration statement were filed at that time; (B)        
Issuer would be required under the Securities Act to include audited            
financial statements for any period in such registration statement and such     
financial statements are not yet available for inclusion in such                
registration statement; or (C) Issuer determines, in its reasonable             
judgment, that such registration would interfere with any financing,            
acquisition or other material transaction involving Issuer. If the              
consummation of the sale of any Registrable Securities pursuant to a            
registration hereunder does not occur within 180 days after the filing with     
the SEC of the initial registration statement therefor, the provisions of       
this Section shall again be applicable to any proposed registration, it         
being understood that Grantee shall not be entitled to more than an             
aggregate of two effective registration statements hereunder. Issuer will       
use reasonable efforts to cause each such registration statement to become      
effective, to obtain all consents or waivers of other parties which are         
required therefor, and to keep such registration statement effective for        
such period not in excess of 180 calendar days from the day such                
registration statement first becomes effective as may be reasonably             
necessary to effect such sale or other disposition. Issuer shall use            
reasonable best efforts to cause any Registrable Securities registered          
pursuant to this Section to be qualified for sale under the securities or       
blue sky laws of such jurisdictions as Grantee may reasonably request and       
shall continue such registration or qualification in effect in such             
jurisdictions; provided, however, that Issuer shall not be required to          
qualify to do business in, or consent to general service of process in, any     
jurisdiction.                                                                   

    (c) If Issuer effects a registration under the Securities Act of
Issuer Common Stock for its own account or for any other stockholders of        
Issuer (other than on Form S-4 or Form S-8, or any successor form), it will     
allow Grantee the right to participate in such registration, and such           
participation will not affect the obligation of Issuer to effect demand         
registration statements for Grantee under this Section 9, except that, if       
the managing underwriters of such offering advise Issuer in writing that in     
their opinion the number of shares of Issuer Common Stock requested to be       
included in such registration exceeds the number which can be sold in such      
offering, Issuer will include the shares requested to be included therein       
by Grantee pro rata with the shares intended to be included therein by          
Issuer.                                                                         

     (d) The registration rights set forth in this Section are subject
to the condition that Grantee shall provide Issuer with such information        
with respect to Grantee Registrable Securities, the plan for distribution       
thereof, and such other information with respect to Grantee as, in the          
reasonable judgment of counsel for Issuer, is necessary to enable Issuer to     
include in a registration statement all material facts required to be           
disclosed with respect to a registration hereunder.                             

    (e) A registration effected under this Section shall be effected
at Issuer's expense, except for underwriting discounts and commissions and      
the fees and expenses of Grantee's counsel, and Issuer shall provide to the     
underwriters such documentation (including certificates, opinions of            
counsel and "comfort" letters from auditors) as are customary in connection     
with underwritten public offerings and as such underwriters may reasonably      
require. In connection with any registration, Grantee and Issuer agree to       
enter into an underwriting agreement reasonably acceptable to each such         
party, in form and substance customary for transactions of this type.           

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10. Transfers. The Option Shares may not be sold, assigned,         
transferred, or otherwise disposed of except (i) pursuant to Section 8          
hereof, (ii) in an underwritten public offering as provided in Section 9 or     
(iii) to any purchaser or transferee who would not, to the knowledge of the     
Grantee after reasonable inquiry, immediately following such sale,              
assignment, transfer or disposal beneficially own more than 4.9% of the         
then-outstanding voting power of the Issuer, except that Grantee shall be       
permitted to sell any Option Shares if such sale is made pursuant to a          
tender or exchange offer that has been approved or recommended by a             
majority of the members of the Board of Directors of Issuer (which majority     
shall include a majority of directors who were directors as of the date         
hereof).                                                                        

11. Listing. If Issuer Common Stock or any other securities to be   
acquired upon exercise of the Option are then listed on the Nasdaq (or any      
other national securities exchange or national securities quotation             
system), Issuer, upon the request of Grantee, will promptly file an             
application to list the shares of Issuer Common Stock or other securities       
to be acquired upon exercise of the Option on the Nasdaq (and any such          
other national securities exchange or national securities quotation system)     
and will use reasonable efforts to obtain approval of such listing as           
promptly as practicable.                                                        

12. Miscellaneous. (a) Expenses. Except as otherwise provided in the
Merger Agreement, each of the parties hereto will pay all costs and             
expenses incurred by it or on its behalf in connection with the                 
transactions contemplated hereunder, including fees and expenses of its own     
financial consultants, investment bankers, accountants and counsel.             

(b) Amendment. This Agreement may not be amended, except by an      
instrument in writing signed on behalf of each of the parties.                  

(c) Extension; Waiver. Any agreement on the part of a party to waive
any provision of this Agreement, or to extend the time for performance,         
will be valid only if set forth in an instrument in writing signed on           
behalf of such party. The failure of any party to this Agreement to assert      
any of its rights under this Agreement or otherwise will not constitute a       
waiver of such rights.                                                          

(d) Entire Agreement; No Third-Party Beneficiaries. This Agreement, 
the Merger Agreement (including the documents and instruments attached          
thereto as exhibits or schedules or delivered in connection therewith) and      
the Confidentiality Agreement (i) constitute the entire agreement, and          
supersede all prior agreements and understandings, both written and oral,       
between the parties with respect to the subject matter of this Agreement,       
and (ii) are not intended to confer upon any person other than the parties      
any rights or remedies.                                                         

(e) Governing Law. This Agreement will be governed by, and construed
in accordance with, the laws of the State of Delaware, regardless of the        
laws that might otherwise govern under applicable principles of conflict of     
laws thereof.                                                                   

(f) Notices. All notices, requests, claims, demands, and other      
communications under this Agreement must be in writing and will be deemed       
given if delivered personally, telecopied (which is confirmed), or sent by      
overnight courier (providing proof of delivery) to the parties at the           
following addresses (or at such other address for a party as shall be           
specified by like notice):                                                      

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If to Issuer to:                                                    

May & Speh, Inc.                                            
1501 Opus Place                                             
Downers Grove, IL 60515                                     
Fax: (630) 719-0525                                         
Attention: Chief Executive Officer                          

with a copy to:                                                     

Winston & Strawn                                            
35 West Wacker Drive                                        
Chicago, IL 60601                                           
Fax: (312) 558-5700                                         
Attention:  Bruce  A. Toth                                  

If to Grantee to:                                                   

Acxiom Corporation                                          
P.O. Box 2000                                               
301 Industrial Boulevard                                    
Conway, AR 72033-2000                                       
Fax: (501) 336-3913                                         
Attention: President                                        

with a copy to:                                                     

Skadden, Arps, Slate, Meagher & Flom LLP                    
919 Third Avenue                                            
New York, New York 10022                                    
Attention:  J. Michael Schell                               
Telecopy: (212) 735-2000                                    

(g) Assignment. Neither this Agreement, the Option nor any of the   
rights, interests, or obligations under this Agreement may be assigned,         
transferred or delegated, in whole or in part, by operation of law or           
otherwise, by Issuer or Grantee without the prior written consent of the        
other. Any assignment, transfer or delegation in violation of the preceding     
sentence will be void. Subject to the first and second sentences of this        
Section 12(g), this Agreement will be binding upon, inure to the benefit        
of, and be enforceable by, the parties and their respective successors and      
assigns.                                                                        

 (h) Further Assurances. In the event of any exercise of the Option by
Grantee, Issuer and Grantee will execute and deliver all other documents        
and instruments and take all other action that may be reasonably necessary      
in order to consummate the transactions provided for by such exercise.          

(i) Enforcement. The parties agree that irreparable damage would    
occur and that the parties would not have any adequate remedy at law in the     
event that any of the provisions of this Agreement were not performed in        
accordance with their specific terms or were otherwise breached. It is          
accordingly agreed that the parties will be entitled to an injunction or        
injunctions to prevent breaches of this Agreement and to enforce                
specifically the terms and provisions of this Agreement in any Federal          
court located in the State of Delaware or in Delaware state court, the          
foregoing being in addition to any other remedy to which they are entitled      
at law or in equity. In addition, each of the parties hereto (i) consents       
to submit itself to the personal jurisdiction of any Federal court located      
in the State of Delaware or any Delaware state court in the event any           
dispute arises out of this Agreement or any of the transactions                 
contemplated by this Agreement, (ii) agrees that it will not attempt to         
deny or defeat such personal jurisdiction by motion or other request for        
leave from any such court, and (iii) agrees that it will not bring any          
action relating to this Agreement or any of the transactions contemplated       
by this Agreement in any court other than a Federal court sitting in the        
State of Delaware or a Delaware state court.                                    

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IN WITNESS WHEREOF, Issuer and Grantee have caused this Agreement to
be signed by their respective officers thereunto duly authorized as of the      
day and year first                                                              
written above.                                                                  

MAY & SPEH, INC.    

  By: /s/ Peter I. Mason
                     -----------------------------------
       Name:  Peter I. Mason
                    Title: Chairman, President and CEO

ACXIOM CORPORATION  

     By: /s/ Charles D. Morgan
                     -----------------------------------
          Name:  Charles D. Morgan
  Title: President

424B2 520th Page of 635 TOC 1st Previous Next ↓Bottom Just 520th
STOCK OPTION AGREEMENT      

STOCK OPTION AGREEMENT, dated as of May 26, 1998 (the "Agreement"), 
between Acxiom Corporation, a Delaware corporation ("Issuer"), and May &      
Speh, Inc., a Delaware corporation ("Grantee").                               

RECITALS      

A. Issuer and Grantee have entered into an Agreement and Plan of    
Merger, dated as of the date hereof (the "Merger Agreement"; defined terms    
used but not defined herein have the meanings set forth in the Merger         
Agreement), providing for, among other things, the merger of Sub with and     
into Grantee  pursuant to the terms of the Merger; and                        

B. As a condition and inducement to Grantee's willingness to enter  
into the Merger Agreement, Grantee has requested that Issuer agree, and       
Issuer has agreed, to grant Grantee the Option (as defined below).            

NOW, THEREFORE, in consideration of the foregoing and the respective
representations, warranties, covenants and agreements set forth herein,       
Issuer and Grantee agree as follows:                                          

1. Grant of Option.  Subject to the terms and conditions set forth  
herein, Issuer hereby grants to Grantee an irrevocable option (the            
"Option") to purchase up to 19.9% of the number of shares (the "Option        
Shares") of common stock, par value $0.10 per share ("Issuer Common           
Stock"), of Issuer issued and outstanding immediately prior to the grant of   
the Option at a purchase price of $23.55 (as adjusted as set forth herein)    
per Option Share (the "Purchase Price").                                      

2. Exercise of Option.  (a)  Grantee may exercise the Option, with  
respect to any or all of the Option Shares at any one time, subject to the    
provisions of Section 2(c), upon the occurrence of a Purchase Event (as       
defined in Section 7(c)), except that (i) subject to the last sentence of     
this Section 2(a), the Option will terminate and be of no further force and   
effect upon the earliest to occur of (A) the Effective Time, (B) six months   
after the date on which a Purchase Event (as defined herein) occurs, and      
(C) termination of the Merger Agreement in accordance with its terms prior    
to the occurrence of a Purchase Event, unless, in the case of clause (C),     
the Grantee has the right to receive the Parent Termination Fee following     
such termination upon the occurrence of certain events, in which case the     
Option will not terminate until the later of (x) six months following the     
time such Parent Termination Fee becomes payable and (y) the expiration of    
the period in which the Grantee has such right to receive a Parent            
Termination Fee, and (ii) any purchase of Option Shares upon exercise of      
the Option will be subject to compliance with the HSR Act and the obtaining   
or making of any consents, approvals, orders, notifications or                
authorizations, the failure of which to have obtained or made would have      
the effect of making the issuance of Option Shares illegal (the "Regulatory   
Approvals") and no preliminary or permanent injunction or other order by      
any court of competent jurisdiction prohibiting or otherwise restraining      
such issuance shall be in effect.  Notwithstanding the termination of the     
Option, Grantee will be entitled to purchase the Option Shares if it has      
exercised the Option in accordance with the terms hereof prior to the         
termination of the Option, and the termination of the Option will not         
affect any rights hereunder which by their terms do not terminate or expire   
prior to or as of such termination.                                           

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 (b)  In the event that Grantee wishes to exercise the Option, it will
send to Issuer a written notice (an "Exercise Notice"; the date of which      
being herein referred to as the "Notice Date") to that effect which           
Exercise Notice also specifies the number of Option Shares, if any, Grantee   
wishes to purchase pursuant to this Section 2(b), the number of Option        
Shares, if any, with respect to which Grantee wishes to exercise its Cash-    
Out Right (as defined herein) pursuant to Section 7(c), the denominations     
of the certificate or certificates evidencing the Option Shares which         
Grantee wishes to purchase pursuant to this Section 2(b) and a date not       
earlier than 20 business days nor later than 30 business days from the        
Notice Date for the closing (an "Option Closing") of such purchase (an        
"Option Closing Date").  Any Option Closing will be at an agreed location     
and time in New York, New York on the applicable Option Closing Date or at    
such later date as may be necessary so as to comply with clause (ii) of       
Section 2(a).                                                                 

(c)  Notwithstanding anything to the contrary contained herein, any 
exercise of the Option and purchase of Option Shares shall be subject to      
compliance with applicable laws and regulations, which may prohibit the       
purchase of all the Option Shares specified in the Exercise Notice without    
first obtaining or making certain Regulatory Approvals.  In such event, if    
the Option is otherwise exercisable and Grantee wishes to exercise the        
Option, the Option may be exercised in accordance with Section 2(b) and       
Grantee shall acquire the maximum number of Option Shares specified in the    
Exercise Notice that Grantee is then permitted to acquire under the           
applicable laws and regulations, and if Grantee thereafter obtains the        
Regulatory Approvals to acquire the remaining balance of the Option Shares    
specified in the Exercise Notice, then Grantee shall be entitled to acquire   
such remaining balance.  Issuer agrees to use its reasonable best efforts     
to assist Grantee in seeking the Regulatory Approvals.                        

In the event (i) Grantee receives official notice that a Regulatory 
Approval required for the purchase of any Option Shares will not be issued    
or granted or (ii) such Regulatory Approval has not been issued or granted    
within six months of the date of the Exercise Notice, Grantee shall have      
the right to exercise its Cash-Out Right (as defined herein) pursuant to      
Section 7(c) with respect to the Option Shares for which such Regulatory      
Approval will not be issued or granted or has not been issued or granted.     

 3. Payment and Delivery of Certificates.  (a)  At any Option Closing,
Grantee will pay to Issuer in same day funds by wire transfer to a bank       
account designated in writing by Issuer an amount equal to the Purchase       
Price multiplied by the number of Option Shares to be purchased at such       
Option Closing.                                                               

(b)  At any Option Closing, simultaneously with the delivery of same
day funds as provided in Section 3(a), Issuer will deliver to Grantee a       
certificate or certificates representing the Option Shares to be purchased    
at such Option Closing, which Option Shares will be free and clear of all     
liens, claims, charges and encumbrances of any kind whatsoever.  If at the    
time of issuance of Option Shares pursuant to an exercise of the Option       
hereunder, Issuer shall not have issued any securities similar to rights      
under a shareholder rights plan, then each Option Share issued pursuant to    
such exercise will also represent such a corresponding right with terms       
substantially the same as and at least as favorable to Grantee as are         
provided under any Issuer shareholder rights agreement or any similar         
agreement then in effect.                                                     

  (c)  Certificates for the Option Shares delivered at an Option Closing
will have typed or printed thereon a restrictive legend which will read       
substantially as follows:                                                     

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"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN       
  REGISTERED UNDER THE SECURITIES ACT OF 1933, AND MAY BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY IF SO REGISTERED OR IF ANY    
EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.  SUCH SECURITIES ARE 
ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN 
 THE STOCK OPTION AGREEMENT, DATED AS OF MAY 26, 1998, A COPY OF WHICH
MAY BE OBTAINED FROM THE SECRETARY OF AXCIOM CORPORATION AT ITS     
PRINCIPAL EXECUTIVE OFFICES."                                       

It is understood and agreed that (i) the reference to restrictions arising    
under the Securities Act in the above legend will be removed by delivery of   
substitute certificate(s) without such reference if such Option Shares have   
been sold in compliance with the registration and prospectus delivery         
requirements of the Securities Act, such Option Shares have been sold in      
reliance on and in accordance with Rule 144 under the Securities Act or       
Grantee has delivered to Issuer a copy of a letter from the staff of the      
SEC, or an opinion of counsel in form and substance reasonably satisfactory   
to Issuer and its counsel, to the effect that such legend is not required     
for purposes of the Securities Act and (ii) the reference to restrictions     
pursuant to this Agreement in the above legend will be removed by delivery    
of substitute certificate(s) without such reference if the Option Shares      
evidenced by certificate(s) containing such reference have been sold or       
transferred in compliance with the provisions of this Agreement under         
circumstances that do not require the retention of such reference.            

4.  Incorporation of Representations and Warranties of Issuer.  The 
representations and warranties of Issuer contained in Article V of the        
Merger Agreement are hereby incorporated by reference herein with the same    
force and effect as though made pursuant to this Agreement.                   

5.  Representations and Warranties of Issuer.  Issuer hereby        
represents and warrants to Grantee as follows:                                

    (a)   Corporate Authorization.  Issuer has the corporate power and
authority to enter into this Agreement and to carry out its         
obligations hereunder.  The execution and delivery of this Agreement
  and the consummation of the transactions contemplated hereby have been
duly and validly authorized by the Board of Directors of Issuer, and
 no other corporate proceedings on the part of Issuer are necessary to
authorize this Agreement and the transactions contemplated hereby.  
This Agreement has been duly and validly executed and delivered by  
Issuer, and assuming this Agreement constitutes a valid and binding 
agreement of Grantee, this Agreement constitutes a valid and binding
  agreement of Issuer, enforceable against Issuer in accordance with its
terms (except insofar as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws  
 affecting creditors' rights generally, or by principles governing the
availability of equitable remedies).                                

   (b)   Authorized Stock.  Issuer has taken all necessary corporate
and other action to authorize and reserve and, subject to the       
  expiration or termination of any required waiting period under the HSR
Act, to permit it to issue, and, at all times from the date hereof  
  until the obligation to deliver Option Shares upon the exercise of the
 Option terminates, shall have reserved for issuance, upon exercise of
the Option, shares of Issuer Common Stock necessary for Grantee to  
exercise the Option, and Issuer will take all necessary corporate   
 action to authorize and reserve for issuance all additional shares of
Issuer Common Stock or other securities which may be issued pursuant
  to Section 7 upon exercise of the Option.  The shares of Issuer Common
Stock to be issued upon due exercise of the Option, including all   
  additional shares of Issuer Common Stock or other securities which may
 be issuable upon exercise of the Option or any other securities which
may be issued pursuant to Section 7, upon issuance pursuant hereto, 
will be duly and validly issued, fully paid and nonassessable, and  
will be delivered free and clear of all liens, claims, charges and  
encumbrances of any kind or nature whatsoever, including without    
limitation any preemptive rights of any stockholder of Issuer.      

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6.  Representations and Warranties of Grantee.  Grantee hereby      
represents and warrants to Issuer that:                                       

 (a)   Corporate Authorization.  Grantee has the corporate power
and authority to enter into this Agreement and to carry out its     
obligations hereunder.  The execution and delivery of this Agreement
  and the consummation of the transactions contemplated hereby have been
 duly and validly authorized by the Board of Directors of Grantee, and
  no other corporate proceedings on the part of Grantee are necessary to
authorize this Agreement and the transactions contemplated hereby.  
This Agreement has been duly and validly executed and delivered by  
Grantee, and assuming this Agreement constitutes a valid and binding
agreement of Issuer, this Agreement constitutes a valid and binding 
agreement of Grantee, enforceable against Grantee in accordance with
its terms (except insofar as enforceability may be limited by       
applicable bankruptcy, insolvency, reorganization, moratorium or    
similar laws affecting creditors' rights generally, or by principles
governing the availability of equitable remedies).                  

  (b)   Purchase Not For Distribution.  Any Option Shares or other
securities acquired by Grantee upon exercise of the Option will not 
be, and the Option is not being, acquired by Grantee with a view to 
the public distribution thereof.  Neither the Option nor any of the 
 Option Shares will be offered, sold, pledged or otherwise transferred
except in compliance with, or pursuant to an exemption from, the    
registration requirements of the Securities Act.                    

  7.  Adjustment upon Changes in Capitalization, Etc.  (a)  In the event
of any changes in Issuer Common Stock by reason of a stock dividend,          
reverse stock split, merger, recapitalization, combination, exchange of       
shares, or similar transaction, the type and number of shares or securities   
subject to the Option, and the Purchase Price therefor, will be adjusted      
appropriately, and proper provision will be made in the agreements            
governing such transaction, so that Grantee will receive upon exercise of     
the Option the number and class of shares or other securities or property     
that Grantee would have received with respect to Issuer Common Stock if the   
Option had been exercised immediately prior to such event or the record       
date therefor, as applicable.                                                 

(b)   Without limiting the parties' relative rights and obligations 
under the Merger Agreement, in the event that the Issuer enters into an       
agreement (i) to consolidate with or merge into any person, other than        
Grantee or one of its subsidiaries, and Issuer will not be the continuing     
or surviving corporation in such consolidation or merger, (ii) to permit      
any person, other than Grantee or one of its subsidiaries, to merge into      
Issuer and Issuer will be the continuing or surviving corporation, but in     
connection with such merger, the shares of Issuer Common Stock outstanding    
immediately prior to the consummation of such merger will be changed into     
or exchanged for stock or other securities of Issuer or any other person or   
cash or any other property, or the shares of Issuer Common Stock              
outstanding immediately prior to the consummation of such merger will,        
after such merger represent less than 50% of the outstanding voting           
securities of the merged company, or (iii) to sell or otherwise transfer      
all or substantially all of its assets to any person, other than Grantee or   
one of its subsidiaries, then, and in each such case, the agreement           
governing such transaction will make proper provision so that the Option      
will, upon the consummation of any such transaction and upon the terms and    
condition set forth herein, be converted into, or exchanged for, an option    
with identical terms appropriately adjusted to acquire the number and class   
of shares or other securities or property that Grantee would have received    
in respect of Issuer Common Stock if the Option had been exercised            
immediately prior to such consolidation, merger, sale, or transfer, or the    
record date therefor, as applicable and make any other necessary              
adjustments.                                                                  

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(c)  If, at any time during the period commencing on the occurrence 
of an event as a result of which Grantee is entitled to receive the Parent    
Termination Fee pursuant to Section 7.12 of the Merger Agreement (the         
"Purchase Event") and ending on the termination of the Option in accordance   
with Section 2, Grantee sends to Issuer an Exercise Notice indicating         
Grantee's election to exercise its right (the "Cash-Out-Right") pursuant to   
this Section 7(c), then Issuer shall pay to Grantee, on the Option Closing    
Date, in exchange for the cancellation of the Option with respect to such     
number of Option Shares as Grantee specifies in the Exercise Notice, an       
amount in cash equal to such number of Option Shares multiplied by the        
difference between (i) the average closing price for the 10 trading days      
commencing on the 12th Nasdaq trading day immediately preceding the Notice    
Date, per share of Issuer Common Stock as reported on the Nasdaq National     
Market (or, if not listed on the Nasdaq, as reported on any other national    
securities exchange or national securities quotation system on which the      
Issuer Common Stock is listed or quoted, as reported in The Wall Street       
Journal (Northeast edition), or, if not reported thereby, any other           
authoritative source) (the "Closing Price") and (ii) the Purchase Price,      
except that in no event shall the Issuer be required to pay to the Grantee    
pursuant to this Section 7(c) an amount exceeding the product of (x) $1.00    
and (y) such number of Option Shares.  Notwithstanding the termination of     
the Option, Grantee will be entitled to exercise its rights under this        
Section 7(c) if it has exercised such rights in accordance with the terms     
hereof prior to the termination of the Option.                                

8.  Repurchase Option.  In the event that Grantee notifies Issuer of
its intention to exercise the Option pursuant to Section 2(a), Issuer may     
require Grantee upon the delivery to Grantee of written notice during the     
period beginning on the Notice Date and ending two days prior to the Option   
Closing Date, to sell to Issuer the Option Shares acquired by Grantee         
pursuant to such exercise of the Option at a purchase price per share for     
such sale equal to the Purchase Price plus $1.00.  The Closing of any         
repurchase of Option Shares pursuant to this Section 8 shall take place       
immediately following consummation of the sale of the Option Shares to        
Grantee on the Option Closing Date at the location and time agreed upon       
with respect to such Option Closing Date.                                     

9.  Registration Rights.                                            

   (a)  Grantee may by written notice (a "Registration Notice") to
Issuer request Issuer to register under the Securities Act all or any part    
of the Option Shares or other securities acquired by Grantee pursuant to      
this Agreement (collectively, the "Registrable Securities") in order to       
permit the sale or other disposition of such securities pursuant to a bona    
fide, firm commitment underwritten public offering in which Grantee and the   
underwriters shall effect as wide a distribution of such Registrable          
Securities as is reasonably practicable and shall use reasonable efforts to   
prevent any person or group from purchasing through such offering shares      
representing more than 3% of the shares of Issuer Common Stock then           
outstanding on a fully-diluted basis; provided, however, that any such        
Registration Notice must relate to a number of shares equal to at least 2%    
of the shares of Issuer Common Stock then outstanding on a fully-diluted      
basis and that any rights to require registration hereunder shall terminate   
with respect to any shares that may be sold pursuant to Rule 144(k) under     
the Securities Act.                                                           

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(b)  Issuer shall use reasonable best efforts to effect, as 
promptly as practicable, the registration under the Securities Act of the     
Registrable Securities requested to be registered in the Registration         
Notice; provided, however, that (i) Grantee shall not be entitled to more     
than an aggregate of two effective registration statements hereunder and      
(ii) Issuer will not be required to file any such registration statement      
during any period of time (not to exceed 40 days after a Registration         
Notice in the case of clause (A) below or 90 days after a Registration        
Notice in the case of clauses (B) and (C) below) when (A) Issuer is in        
possession of material non-public information which it reasonably believes    
would be detrimental to be disclosed at such time and, based upon the         
advice of outside securities counsel to Issuer, such information would have   
to be disclosed if a registration statement were filed at that time; (B)      
Issuer would be required under the Securities Act to include audited          
financial statements for any period in such registration statement and such   
financial statements are not yet available for inclusion in such              
registration statement; or (C) Issuer determines, in its reasonable           
judgment, that such registration would interfere with any financing,          
acquisition or other material transaction involving Issuer.  If the           
consummation of the sale of any Registrable Securities pursuant to a          
registration hereunder does not occur within 180 days after the filing with   
the SEC of the initial registration statement therefor, the provisions of     
this Section shall again be applicable to any proposed registration, it       
being understood that Grantee shall not be entitled to more than an           
aggregate of two effective registration statements hereunder.  Issuer will    
use reasonable efforts to cause each such registration statement to become    
effective, to obtain all consents or waivers of other parties which are       
required therefor, and to keep such registration statement effective for      
such period not in excess of 180 calendar days from the day such              
registration statement first becomes effective as may be reasonably           
necessary to effect such sale or other disposition.  Issuer shall use         
reasonable best efforts to cause any Registrable Securities registered        
pursuant to this Section to be qualified for sale under the securities or     
blue sky laws of such jurisdictions as Grantee may reasonably request and     
shall continue such registration or qualification in effect in such           
jurisdictions; provided, however, that Issuer shall not be required to        
qualify to do business in, or consent to general service of process in, any   
jurisdiction.                                                                 

    (c)   If Issuer effects a registration under the Securities Act of
Issuer Common Stock for its own account or for any other stockholders of      
Issuer (other than on Form S-4 or Form S-8, or any successor form), it will   
allow Grantee the right to participate in such registration, and such         
participation will not affect the obligation of Issuer to effect demand       
registration statements for Grantee under this Section 9, except that, if     
the managing underwriters of such offering advise Issuer in writing that in   
their opinion the number of shares of Issuer Common Stock requested to be     
included in such registration exceeds the number which can be sold in such    
offering, Issuer will include the shares requested to be included therein     
by Grantee pro rata with the shares intended to be included therein by        
Issuer.                                                                       

    (d)  The registration rights set forth in this Section are subject
to the condition that Grantee shall provide Issuer with such information      
with respect to Grantee Registrable Securities, the plan for distribution     
thereof, and such other information with respect to Grantee as, in the        
reasonable judgment of counsel for Issuer, is necessary to enable Issuer to   
include in a registration statement all material facts required to be         
disclosed with respect to a registration hereunder.                           

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   (e)  A registration effected under this Section shall be effected
at Issuer's expense, except for underwriting discounts and commissions and    
the fees and expenses of Grantee's counsel, and Issuer shall provide to the   
underwriters such documentation (including certificates, opinions of          
counsel and "comfort" letters from auditors) as are customary in connection   
with underwritten public offerings and as such underwriters may reasonably    
require.  In connection with any registration, Grantee and Issuer agree to    
enter into an underwriting agreement reasonably acceptable to each such       
party, in form and substance customary for transactions of this type.         

10.  Transfers.  The Option Shares may not be sold, assigned,       
transferred, or otherwise disposed of except (i) pursuant to Section 8        
hereof, (ii) in an underwritten public offering as provided in Section 9 or   
(iii) to any purchaser or transferee who would not, to the knowledge of the   
Grantee after reasonable inquiry, immediately following such sale,            
assignment, transfer or disposal beneficially own more than 4.9% of the       
then-outstanding voting power of the Issuer, except that Grantee shall be     
permitted to sell any Option Shares if such sale is made pursuant to a        
tender or exchange offer that has been approved or recommended by a           
majority of the members of the Board of Directors of Issuer (which majority   
shall include a majority of directors who were directors as of the date       
hereof).                                                                      

11.  Listing.  If Issuer Common Stock or any other securities to be 
acquired upon exercise of the Option are then listed on the Nasdaq (or any    
other national securities exchange or national securities quotation           
system), Issuer, upon the request of Grantee, will promptly file an           
application to list the shares of Issuer Common Stock or other securities     
to be acquired upon exercise of the Option on the Nasdaq (and any such        
other national securities exchange or national securities quotation system)   
and will use reasonable efforts to obtain approval of such listing as         
promptly as practicable.                                                      

12.  Miscellaneous.  (a)  Expenses.  Except as otherwise provided in
the Merger Agreement, each of the parties hereto will pay all costs and       
expenses incurred by it or on its behalf in connection with the               
transactions contemplated hereunder, including fees and expenses of its own   
financial consultants, investment bankers, accountants and counsel.           

(b)  Amendment.  This Agreement may not be amended, except by an    
instrument in writing signed on behalf of each of the parties.                

(c)  Extension; Waiver.  Any agreement on the part of a party to    
waive any provision of this Agreement, or to extend the time for              
performance, will be valid only if set forth in an instrument in writing      
signed on behalf of such party.  The failure of any party to this Agreement   
to assert any of its rights under this Agreement or otherwise will not        
constitute a waiver of such rights.                                           

(d)  Entire Agreement; No Third-Party Beneficiaries.  This          
Agreement, the Merger Agreement (including the documents and instruments      
attached thereto as exhibits or schedules or delivered in connection          
therewith) and the Confidentiality Agreement (i) constitute the entire        
agreement, and supersede all prior agreements and understandings, both        
written and oral, between the parties with respect to the subject matter of   
this Agreement, and (ii)  are not intended to confer upon any person other    
than the parties any rights or remedies.                                      

(e)  Governing Law.  This Agreement will be governed by, and        
construed in accordance with, the laws of the State of Delaware, regardless   
of the laws that might otherwise govern under applicable principles of        
conflict of laws thereof.                                                     

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(f)  Notices.  All notices, requests, claims, demands, and other    
communications under this Agreement must be in writing and will be deemed     
given if delivered personally, telecopied (which is confirmed), or sent by    
overnight courier (providing                                                  
proof of delivery) to the parties at the following addresses (or at such      
other address for a party as shall be specified by like notice):              

If to Issuer to:                                                    

Acxiom Corporation                                            
P.O. Box 2000                                                 
301 Industrial Boulevard                                      
Conway, AR 72033-2000                                         
Fax: (501) 336-3913                                           
Attention: President                                          

with a copy to:                                                     

Skadden, Arps, Slate, Meagher & Flom LLP                      
919 Third Avenue                                              
New York, New York 10022                                      
Attention:  J. Michael Schell                                 
Telecopy: (212) 735-2000                                      

If to Grantee to:                                                   

May & Speh, Inc.                                              
1501 Opus Place                                               
Downes Grove, IL 60515                                        
Fax: (630) 719-0525                                           
Attention: Chief Executive Officer                            

with a copy to:                                                     

Winston & Strawn                                              
35 West Wacker Drive                                          
Chicago, IL 60601                                             
Fax: (312) 558-5700                                           
Attention:  Bruce  A. Toth                                    

(g)  Assignment.  Neither this Agreement, the Option nor any of the 
rights, interests, or obligations under this Agreement may be assigned,       
transferred or delegated, in whole or in part, by operation of law or         
otherwise, by Issuer or Grantee without the prior written consent of the      
other.  Any assignment, transfer or delegation in violation of the            
preceding sentence will be void.  Subject to the first and second sentences   
of this Section 12(g), this Agreement will be binding upon, inure to the      
benefit of, and be enforceable by, the parties and their respective           
successors and assigns.                                                       

(h)  Further Assurances.  In the event of any exercise of the Option
by Grantee, Issuer and Grantee will execute and deliver all other documents   
and instruments and take all other action that may be reasonably necessary    
in order to consummate the transactions provided for by such exercise.        

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(i)  Enforcement.  The parties agree that irreparable damage would  
occur and that the parties would not have any adequate remedy at law in the   
event that any of the provisions of this Agreement were not performed in      
accordance with their specific terms or were otherwise breached.  It is       
accordingly agreed that the parties will be entitled to an injunction or      
injunctions to prevent breaches of this Agreement and to enforce              
specifically the terms and provisions of this Agreement in any Federal        
court located in the State of Delaware or in Delaware state court, the        
foregoing being in addition to any other remedy to which they are entitled    
at law or in equity.  In addition, each of the parties hereto (i) consents    
to submit itself to the personal jurisdiction of any Federal court located    
in the State of Delaware or any Delaware state court in the event any         
dispute arises out of this Agreement or any of the transactions               
contemplated by this Agreement, (ii) agrees that it will not attempt to       
deny or defeat such personal jurisdiction by motion or other request for      
leave from any such court, and (iii) agrees that it will not bring any        
action relating to this Agreement or any of the transactions contemplated     
by this Agreement in any court other than a Federal court sitting in the      
State of Delaware or a Delaware state court.                                  

IN WITNESS WHEREOF, Issuer and Grantee have caused this Agreement to
be signed by their respective officers thereunto duly authorized as of the    
day and year first written above.                                             

    ACXIOM CORPORATION

           By: /s/ Charles D. Morgan
                           -----------------------------------
                 Name:   Charles D. Morgan
         Title:  President

  MAY & SPEH, INC.

        By: /s/ Peter I. Mason
                           -----------------------------------
              Name:   Peter I. Mason
                        Title:  Chairman, President, CEO

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AMENDMENT TO RIGHTS AGREEMENT     

   Amendment Number One, dated as of May 26, 1998, to the Rights
Agreement, dated as of January 28, 1998 (the "Rights Agreement"), between     
Acxiom Corporation, a Delaware corporation (the "Company"), and First         
Chicago Trust Company of New York, as Rights Agent (the "Rights Agent").      

       WHEREAS, the Company and the Rights Agent entered into the Rights
Agreement specifying the terms of the Rights (as defined therein);            

   WHEREAS, the Company desires to amend the Rights Agreement in
accordance with Section 5.4 of the Rights Agreement;                          

       WHEREAS, the Company proposes to enter into an Agreement and Plan
of Merger, dated as of May 26, 1998 (the "Merger Agreement"), among the       
Company, ACX Acquisition Co., Inc. and May & Speh, Inc.  ("May & Speh");      

     WHEREAS, as a condition to the Merger Agreement and in order to
induce May & Speh to enter into the Merger Agreement, the Company proposes    
to enter into a Stock Option Agreement, dated as of May 26, 1998, between     
the Company and May & Speh (the "Stock Option Agreement"), pursuant to        
which the Company will grant May & Speh an option (the "Option") to           
purchase up to 19.9% of the number of shares (the "Option Shares") of         
common stock, par value $.10 per share,  ("Common Stock"), of the Company     
issued and outstanding immediately prior to the grant of the Option;          

     WHEREAS, as a condition to the Merger Agreement and in order to
induce May & Speh to enter into the Merger Agreement, Charles D. Morgan, a    
holder of shares of  Common Stock ("Stockholder"), proposes to enter into     
an irrevocable proxy, dated as of May 26, 1998, between  Stockholder and      
May & Speh, pursuant to which Stockholder is granting May & Speh an           
irrevocable proxy (the "Proxy") to vote such shares of Common Stock; and      

      WHEREAS, the Board of Directors of the Company has determined it
advisable and in the best interest of its stockholders to amend the Rights    
Agreement to enable the Company to enter into the Merger Agreement and        
Stock Option Agreement and consummate the transactions contemplated thereby   
without causing May & Speh to become an "Acquiring Person" (as defined in     
the Rights Agreement).                                                        

 NOW, THEREFORE, in consideration of the premises and mutual
agreements set forth herein and in the Rights Agreement, the parties hereby   
agree as follows:                                                             

 Section 1.     Definitions.  Capitalized terms used and not
otherwise defined herein shall have the meaning assigned to such terms in     
the Rights Agreement.                                                         

    Section 2.     Amendments to the Rights Agreement.  The Rights
Agreement is hereby amended as set forth in this Section 2.                   

          (a)  Section 1.1 of the Rights Agreement is hereby amended
by deleting the first sentence there of and inserting in lieu thereof the     
following:                                                                    

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          "Acquiring Person" shall mean any Person who is Beneficial
Owner of 20% or more of the outstanding shares of Voting Stock (as            
hereinafter defined); provided, however, that the term "Acquiring Person"     
shall not include any Person (i) who is the Beneficial Owner of 20% or more   
of the outstanding Shares of Common Stock on the date of this Agreement or    
who shall become the Beneficial Owner (as hereinafter defined) of 20% or      
more of the outstanding shares of Voting Stock solely as a result of an       
acquisition by the Company of shares of Voting Stock, until such time         
hereafter or thereafter as any of such Persons shall become the Beneficial    
Owner (other than by means of a stock dividend or stock split) of any         
additional shares of Voting Stock, (ii) who is the Beneficial Owner of 20%    
or more of the outstanding shares of Voting Stock but who acquired            
Beneficial Ownership (as hereinafter defined) of shares of Voting Stock       
without plan or intention to seek or affect control of the Company, if such   
Person (as hereinafter defined), upon notice by the Company, promptly         
enters into an irrevocable commitment promptly to divest, and thereafter      
promptly divests (without exercising or retaining any power, including        
voting, with respect to such shares), sufficient shares of Voting Stock (or   
securities convertible into, exchangeable into or exercisable for Voting      
Stock) so that such Person ceases to be the Beneficial Owner of 20% or more   
of the outstanding shares of Voting Stock; and (iii) who Beneficially Owns    
shares of Voting Stock consisting solely of one or more of (A) shares of      
Voting Stock Beneficially Owned pursuant to the grant or exercise of an       
option granted to such Person by the Company in connection with an            
agreement to merge with, or acquire, the Company at a time at which there     
is no Acquiring Person, (B) shares of Voting Stock (or securities             
convertible into, exchangeable into or exercisable for Voting Stock),         
Beneficially Owned by such Person or its Affiliates (as hereinafter           
defined) or Associates (as hereinafter defined) at the time of grant of       
such option or (C) shares of Voting Stock (or securities convertible into,    
exchangeable into or exercisable for Voting Stock) acquired by Affiliates     
or Associates of such Person after the time of such grant, which, in the      
aggregate, amount to less than 1% of the outstanding shares of Voting         
Stock; and provided, further, however, that May & Speh, Inc. ("May & Speh")   
and its Affiliates and Associates shall not be deemed to be an Acquiring      
Person as a result of either (x) the grant of the Option (as such term is     
defined in the Stock Option Agreement, dated as of May 26, 1998 between the   
Company and May & Speh (the "Stock Option Agreement")) pursuant to the        
Stock Option Agreement, or at any time following the exercise thereof and     
the issuance of shares of Common Stock  in accordance with the terms of the   
Stock Option Agreement, (y) the grant of the Proxy, dated as of May 26,       
1998, to May & Speh by Charles D. Morgan, or at any time following the        
delivery and execution thereof or (z) the grant of certain additional         
proxies with respect to shares of Common Stock owned by certain other         
stockholders of the Company contemplated by the Agreement and Plan of         
Merger, dated as of May 26, 1998, among the Company, May & Speh and ACX       
Acquisition Co., Inc.                                                         

Section 3.     Miscellaneous.                             

         (a)  The term "Agreement" as used in the Rights Agreement
shall be deemed to refer to the Rights Agreement as amended hereby.           

         (b)  The foregoing amendment shall be effective as of the
date first above written, and, except as set forth herein, the Rights         
Agreement shall remain in full force and effect and shall be otherwise        
unaffected hereby.                                                            

  (c)  This Amendment may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all for    
which together shall constitute one and the same instrument.                  

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         (d)  This Amendment shall be deemed to be a contract made
under the laws of the State of Delaware and for all purposes shall be         
governed by and construed in accordance with the laws of such State           
applicable to contracts to be made and performed entirely within such         
State.                                                                        

       IN WITNESS WHEREOF, the parties hereto have caused this Amendment
Number One to be duly executed and attested, all as of the day and year       
first above written.                                                          

Attest:                            ACXIOM CORPORATION                         

By: /s/ Catherine L. Hughes        By: /s/ Charles D. Morgan                  
------------------------           ---------------------------          
Name:  Catherine L. Hughes         Name:  Charles D. Morgan                   
Title: Secretary                   Title: President                           

Attest:                            FIRST CHICAGO TRUST COMPANY OF NEW YORK    

By: /s/ T. Marshall                 By: /s/ Peter Sablich                     
------------------------           ------------------------------------ 
Name:  T. Marshall                 Name:  Peter Sablich                       
Title: Account Officer             Title: Vice President                      

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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):  September 17, 1998         

ACXIOM CORPORATION  
(Exact name of registrant as specified in its charter)    

Delaware                   0-13163                    71-0581897  
(State of other jurisdiction    (Commission                (IRS Employer        
of incorporation)             File Number)             Identification No.)  

301 Industrial Boulevard, Conway, Arkansas                  72033-2000          
(Address of principal executive offices)                   (Zip Code)         

Registrant's telephone number, including area code:  (501) 336-1000           

Former name or former address, if changed since last report; No change        

ITEM 5.   OTHER EVENTS.                                                       

 At an annual meeting of stockholders (the "Annual Meeting") of Acxiom
Corporation (the "Company"), held on September 17, 1998, the stockholders     
of the Company approved the acquisition of May & Speh, Inc. ("May & Speh")    
pursuant to a merger of a wholly owned subsidiary of the Company with and     
into May & Speh (the "Merger").  The Merger became effective on September     
17, 1998.  As a result of the Merger, the holders of the outstanding shares   
of May & Speh's common stock, $.01 par value (the "May & Speh Common          
Stock"), will receive 0.8 of a share of common stock, $.10 par value, of      
the Company for each share of May & Speh Common Stock held.                   

 The Company incorporates by reference into the Current Report on Form
8-K the additional information about the Merger set forth in the joint        
press release of the Company and May & Speh, dated September 17, 1998, a      
copy of which is attached hereto as Exhibit 99.1.                             

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.  

(c)  Exhibits                                                       

99.1  Joint Press Release of the Company and May & Speh dated       
September 17, 1998 (announcing consummation of Merger). 

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.                                     

ACXIOM CORPORATION

           By:   /s/ Catherine L. Hughes
                         _________________________________
                  Name:  Catherine L. Hughes
            Title: Secretary and
                     General Counsel

Date:  September 18, 1998                                                     

EXHIBIT INDEX     

EXHIBIT NO.                   DESCRIPTION                                     

99.1  Joint Press Release of the Company and May & Speh             
dated September 17, 1998 (announcing consummation       
of Merger).                                             

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                                                  Exhibit 99.1

Acxiom Corporation                      May & Speh, Inc.                      
301 Industrial Blvd.                    1501 Opus Place                       
P.O. Box 2000                           Downers Grove, IL 60515-5713          
Conway, AR 72233-2000                                                         

For more information, contact:          For more information, contact:        

Robert S. Bloom                         Eric Loughmiller                      
Company Finance Leader                  Chief Financial Officer               
(501) 336-1321                          (630) 719-0432                        

ACXIOM(R) CORPORATION AND MAY & SPEH, INC.
COMPLETE MERGER     

CONWAY, AR AND DONWERS GROVE, IL, SEPTEMBER 17, 1998      
Acxiom(R) Corporation (Nasdaq:  ACXM) and May & Speh, Inc.                    
(Nasdaq                                                                       
SPEH) today jointly announced completion of their merger.  As a               
result of the merger, which became effective today following approval by      
the stockholders of each company, May & Speh will become a wholly-owned       
subsidiary of Acxiom.  Stockholders of May & Speh will receive .8 of a        
share of Acxiom common stock for each share of May & Speh common stock        
held.                                                                         

     May & Speh stockholders will be sent information explaining the
procedures to be followed for exchanging their shares for shares of Acxiom    
common stock they are entitled to receive as a result of the merger.  Also    
in connection with the merger, Acxiom has announced that it will be a co-     
obligor of the May & Speh 51/4% Senior Subordinated Notes due 2003.           

Charles D. Morgan, Chairman and Company Leader of Acxiom, 
commented, "The new company's joint resources are a very powerful             
combination.  Our product and services offerings will be significantly        
enhanced when we marry Acxiom's data with May and Speh's analytical           
capability and the combined know-how of our two companies.  We are very       
excited about the cost-saving and significant growth opportunities that the   
merger of the two companies will create."                                     

      An organizational alignment plan has been developed and approved
and will be phased in over the next several months.  The new alignment,       
which will be effective and fully in place by April 1, 1999, will represent   
five Acxiom Divisions:  International (headquartered in London) and           
Outsourcing (headquartered in Chicago), as well as Financial, Data            
Products, and Services (headquartered in Conway).  The objective is to        
create maximum focus and synergy on the vertical industries, outsourcing      
opportunities and international development of the combined company.          

Acxiom provides a wide spectrum of data products, data    
integration services, and mailing list services, as well as data              
warehousing and decision support services to major U.S. and international     
firms.  Founded in 1969, Acxiom is headquartered in Conway, Arkansas, with    
operations throughout the United States and in the United Kingdom and         
France.                                                                       

      Founded in 1947, May & Speh is a leading provider of technology-
based information management services with a focus on direct marketing        
services and information technology (IT) outsourcing services.  The           
company's database marketing solutions help companies execute more            
profitable direct marketing and customer management programs.  Services       
include strategic analysis and management; systems consulting; data           
warehouse design and management; modeling and analysis; and list              
processing.  For companies looking to outsource all or part of their          
information systems operations, May & Speh provides IT services to support    
mainframe and mid-range (client/server) processing and network management.    

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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

February 8, 1999
DATE OF REPORT (Date of earliest event reported)

ACXIOM CORPORATION
(Exact name of registrant as specified in its charter)

DELAWARE                     0-13163                  71-0581897  
(State or other               (Commission               (IRS Employer   
  jurisdiction of               File Number)          Identification Number)
incorporation)                                                        

301 Industrial Boulevard
 Conway, Arkansas 72033-2000
(Address of principal executive offices)
(Zip Code)

(501) 336-1000
(Registrant's telephone number, including area code)

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Item 5.  Other Events.                                                          

         As has been disclosed by registrant in prior filings,  on September 17,
1998,  registrant  acquired  May &  Speh,  Inc.  Registrant  accounted  for  the
transaction  as  a  pooling  of  interests.  Because  of  this  transaction,  if
registrant desires to file a registration  statement under the Securities Act of
1933,  registrant  will be required  to prepare  restated  financial  statements
reflecting such transaction.                                                    

         Registrant has  prepared   restated  consolidated  financial statements
reflecting the  above-described  transaction and is filing them as Exhibit 99 to
this  Current  Report  on  Form  8-K so that  registrant  may  incorporate  such
financial  statements  into any future  registration  statements by reference to
this report.                                                                    

Item 7.  Financial Statements and Exhibits                                      

(c)  Exhibits                                               

23.1 Consent of KPMG LLP                          

23.2 Consent of PricewaterhouseCoopers LLP        

               99   Consolidated  Financial Statements of Acxiom Corporation (as
                    restated to reflect the  acquisition of May & Speh,  Inc. on
September 17, 1998)                     

 SIGNATURE

         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.                                           

ACXIOM CORPORATION

                                By:  /s/ Catherine L. Hughes
                                             -----------------------------------
                             Catherine L. Hughes
                                       Secretary and General Counsel
Date: February 8, 1999                                                          

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 Exhibit Index

Number in                                                                   
Exhibit Table                              Exhibit                              

23.1           Consent of KPMG LLP                                    

23.2           Consent of PricewaterhouseCoopers LLP                  

    99             Consolidated Financial Statements of Acxiom Corporation (as
                  restated to reflect the acquisition of May & Speh, Inc. on
September 17, 1998)                     

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                                                                    EXHIBIT 23.1

 Independent Auditors' Consent

The Board of Directors                                                          
Acxiom Corporation:                                                             

We consent to  incorporation  by reference in the  registration  statements (No.
33-17115,  No. 33-37609, No. 33-37610, No. 33-42351, No. 33-72310, No. 33-72312,
No. 33-63423 and No. 333-03391) on Form S-8 of Acxiom  Corporation of our report
dated January 28, 1999,  relating to the consolidated  financial  statements and
related  consolidated  financial  statement  schedule of Acxiom  Corporation and
subsidiaries  as of March 31,  1998 and  1997,  and for each of the years in the
three-year period ended March 31, 1998 which report appears in this current Form
8-K of Acxiom Corporation.                                                      

                /s/ KPMG LLP

Little Rock, Arkansas                                                           
February 5, 1999                                                                

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                                                                    EXHIBIT 23.2

CONSENT OF INDEPENDENT ACCOUNTANTS

We  hereby  consent  to the  incorporation  by  reference  in  the  Registration
Statements on Form S-8 (No. 33-17115,  No. 33-37609, No. 33-37610, No. 33-42351,
No. 33-72310,  No. 33-72312,  No. 33-63423,  No. 333-03391 and No. 333-63633) of
Acxiom  Corporation of our report dated November 1, 1996, in this Current Report
on Form 8-K of Acxiom Corporation, relating to the consolidated balance sheet of
May & Speh, Inc. as of September 30, 1996 (not presented  separately herein) and
the related  consolidated  statements  of  operations  and of cash flows for the
years ended September 30, 1996 and 1995 (not presented separately herein).      

PricewaterhouseCoopers LLP                                                      
Chicago, Illinois                                                               
February 2, 1999                                                                

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ACXIOM CORPORATION
AND SUBSIDIARIES

Index to Consolidated Financial Statements

                                                                          Page

Independent Auditors' Reports                                                1  

Consolidated Balance Sheets - March 31, 1998 and 1997                        3  

Consolidated Statements of Earnings - Years ended March 31, 1998,               
  1997 and 1996                                                            4

Consolidated Statements of Stockholders' Equity - Years ended                   
  March 31, 1998, 1997 and 1996                                            5

Consolidated Statements of Cash Flows - Years ended                             
  March 31, 1998, 1997 and 1996                                            7

Notes to Consolidated Financial Statements                                   9  

Financial Statement Schedule - Valuation and Qualifying Accounts -              
  Years ended March 31, 1998, 1997 and 1996                               26

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Independent Auditors' Report

The Board of Directors and Stockholders                                         
Acxiom Corporation:                                                             

We have audited the  accompanying  consolidated  financial  statements of Acxiom
Corporation and subsidiaries as listed in the accompanying  index. In connection
with our audits of the consolidated  financial statements,  we have also audited
the financial  statement  schedule as listed in the  accompanying  index.  These
consolidated  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility is to express an opinion on these  consolidated
financial  statements  based on our  audits.  We did not audit the  consolidated
financial  statements  of May & Speh,  Inc., a  wholly-owned  subsidiary,  which
statements  reflect total assets  constituting 27 percent at March 31, 1997, and
total  revenues  constituting  16 percent and 19 percent  during the years ended
March 31, 1997 and 1996, respectively, of the related consolidated totals. Those
statements were audited by other auditors whose report has been furnished to us,
and our opinion,  insofar as it relates to the amounts  included for May & Speh,
Inc., is based solely on the report of the other auditors.                      

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We  believe  that our  audits  and the  report of the other  auditors  provide a
reasonable basis for our opinion.                                               

In our opinion,  based on our audits and the report of the other  auditors,  the
consolidated  financial  statements  referred to above  present  fairly,  in all
material respects, the financial position of Acxiom Corporation and subsidiaries
as of March 31,  1998 and 1997,  and the results of their  operations  and their
cash flows for each of the years in the three-year  period ended March 31, 1998,
in  conformity  with  generally  accepted  accounting  principles.  Also  in our
opinion,  based on our  audits  and the report of other  auditors,  the  related
financial  statement  schedule,   when  considered  in  relation  to  the  basic
consolidated  financial  statements  taken as a whole,  presents  fairly  in all
material respects the information set forth therein.                            

                    /s/ KPMG LLP

Little Rock, Arkansas                                                           
January 28, 1999                                                                

-1- 

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 Report of Independent Accountants

The Board of Directors and Stockholders                                         
of May & Speh, Inc.                                                             

In our  opinion,  the  consolidated  balance  sheet  of May &  Speh,  Inc.  (not
presented  separately herein) and the related statements of operations,  of cash
flows and of changes in stockholders'  equity (not presented  separately herein)
present fairly, in all material  respects,  the financial  position,  results of
operations  and  cash  flows of May & Speh,  Inc.  as of and for each of the two
years in the period ended  September  30, 1996,  in  conformity  with  generally
accepted   accounting   principles.   These   financial   statements   are   the
responsibility of the Company's management;  our responsibility is to express an
opinion on these  financial  statements  based on our audits.  We conducted  our
audits of these  statements  in  accordance  with  generally  accepted  auditing
standards which require that we plan and perform the audit to obtain  reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the  amounts  and  disclosures  in  the  financial  statements,   assessing  the
accounting  principles  used and significant  estimates made by management,  and
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for the opinion expressed above.              

/s/ PricewaterhouseCoopers LLP                                                  

PricewaterhouseCoopers LLP                                                      
Chicago, Illinois                                                               
November 1, 1996                                                                

-2- 

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 ACXIOM CORPORATION AND SUBSIDIARIES

 Consolidated Balance Sheets

 March 31, 1998 and 1997

(Dollars in thousands)

            Assets                                      1998          1997
                                                         -------       -------
Current assets:                                                                 
 Cash and cash equivalents                             $ 115,510        13,119
 Marketable securities                                    11,794        20,334
 Trade accounts receivable, net                          118,281        90,922
 Refundable income taxes                                   7,670         5,360
 Other current assets (note 8)                            34,615        14,412
                                                         -------       -------
     Total current assets                                287,870       144,147
Property and equipment, net of accumulated                                      
 depreciation and amortization (notes 4 and 5)           185,684       142,919
Software, net of accumulated amortization of $11,642                            
 in 1998 and $11,347 in 1997 (note 3)                     38,673        24,167
Excess of cost over fair value of net assets acquired,                          
net of accumulated amortization of $8,585 in 1998                           
 and $5,030 in 1997 (note 2)                              73,851        55,160
Other assets                                               87,072        45,236 
                                                         -------       -------
                                                       $ 673,150       411,629
                                                         =======       =======

Liabilities and Stockholders' Equity                                    
Current liabilities:                                                            
 Current installments of long-term debt (note 5)          10,466         9,411
 Trade accounts payable                                   21,946        19,036
Accrued expenses:                                                           
   Payroll                                                18,293         9,255
   Other                                                  20,846        10,951
 Deferred revenue                                         11,197         3,537
                                                         -------       -------
     Total current liabilities                            82,748        52,190
Long-term debt, excluding current installments (note 5)   254,240       109,371 
Deferred income taxes (note 8)                             34,968        18,240 
Stockholders' equity (notes 2, 5, 7 and 8):                                     
 Common stock                                              7,405         7,268
 Additional paid-in capital                              121,130       106,546
 Retained earnings                                       175,946       125,597
 Foreign currency translation adjustment                     676           278
  Unearned ESOP compensation                               (1,782)       (5,346)
  Treasury stock, at cost                                  (2,181)       (2,515)
                                                         -------       -------
     Total stockholders' equity                          301,194       231,828

Commitments and contingencies (notes 5, 6, 9, 10 and 13)                        

                                                         -------       -------
                                                       $ 673,150       411,629
                                                         =======       =======

See accompanying notes to consolidated financial statements.                    

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 ACXIOM CORPORATION AND SUBSIDIARIES

 Consolidated Statements of Earnings

 Years ended March 31, 1998, 1997 and 1996

(Dollars in thousands, except per share amounts)

                                              1998        1997        1996
                                               -------     -------     -------

Revenue (notes 2 and 11)                      $ 569,020     479,239     331,543 

Operating costs and expenses (notes 3, 6,                                       
9 and 10):                                                                  
 Salaries and benefits                         210,327     171,364     121,470
Computer, communications and other                                          
   equipment                                    86,338      76,366      54,850
 Data costs                                     88,246      77,874      64,945
 Other operating costs and expenses            100,272      87,283      45,689
 Severance cost                                  4,700           -           -
                                               -------     -------     -------
     Total operating costs and expenses        489,883     412,887     286,954
                                               -------     -------     -------
     Income from operations                     79,137      66,352      44,589
                                               -------     -------     -------

Other income (expense):                                                         
  Interest expense                              (10,044)     (5,746)     (3,227)
 Other, net (note 14)                            4,294         (71)        560
                                               -------     -------     -------
                                                 (5,750)     (5,817)     (2,667)
                                               -------     -------     -------

Earnings before income taxes                     73,387      60,535      41,922 

Income taxes (note 8)                            27,332      22,800      15,838 
                                               -------     -------     -------
     Net earnings                            $  46,055      37,735      26,084
                                               =======     =======     =======

Earnings per share:                                                             
 Basic                                       $     .64         .54         .41
                                               =======     =======     =======

 Diluted                                     $     .57         .49         .38
                                               =======     =======     =======

See accompanying notes to consolidated financial statements.                    

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ACXIOM CORPORATION
AND SUBSIDIARIES

 Consolidated Statements of Stockholders' Equity

 Years ended March 31, 1998, 1997 and 1996

(Dollars in thousands)

                                    Common stock
                                                --------------------  Additional
                                                Number               paid-in
                                              of shares     Amount   capital
                                              ----------    ------   -------

Balances at March 31, 1995                      62,525,172   $ 6,252    44,280  
DataQuick merger (note 2)                      1,969,678       197     5,113
Retirement of DataQuick common stock prior                                  
   to merger                                            -         -    (1,010)
Sale of DataQuick common stock prior to                                     
  merger                                               -         -       190
DataQuick dividends prior to merger                    -         -         -
May & Speh dividends                                   -         -         -
Tax benefit of dividends paid on unallocated                                
  shares of ESOP                                       -         -         -
Sale of common stock                             562,794        56     2,063
Tax benefit of stock options exercised                                      
  (note 8)                                             -         -       656
Purchase and retirement of May & Speh common                                
  stock                                          (82,464)       (8)        7
Employee stock awards and shares issued to                                  
employee benefit plans, net of treasury                                 
  shares repurchased                              13,356         2       881
ESOP compensation earned                               -         -         -
Translation adjustment                                 -         -         -
Net earnings                                           -         -         -
                                              ----------     -----   -------
Balances at March 31, 1996                      64,988,536     6,499    52,180  
Pro CD merger (note 2)                         3,313,324       331     2,647
Sale of common stock                           4,381,362       438    46,828
Tax benefit of stock options exercised                                      
  (note 8)                                             -         -     2,232
Issuance of common stock warrants                      -         -     1,300
Employee stock awards and shares issued to                                  
employee benefit plans, net of treasury                                 
  shares repurchased                                   -         -     1,359
ESOP compensation earned                               -         -         -
Translation adjustment                                 -         -         -
Net earnings                                           -         -         -
                                              ----------     -----   -------
Balances at March 31, 1997                      72,683,222     7,268   106,546  
May & Speh merger (note 2)                        72,160         7       115
Sale of common stock                           1,235,971       124     9,158
Tax benefit of stock options exercised                                      
  (note 8)                                             -         -     2,763
Employee stock awards and shares issued to                                  
employee benefit plans, net of treasury                                 
  shares repurchased                              57,529         6     2,548
ESOP compensation earned                               -         -         -
 Translation adjustment                                -         -         -
Net earnings                                           -         -         -
                                              ----------     -----   -------
Balances at March 31, 1998                      74,048,882   $ 7,405   121,130  
                                              ==========     =====   =======

See accompanying notes to consolidated financial statements.                    

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        Foreign                         Treasury stock           Total
           currency       Unearned      ----------------------   stockholders'
Retained   translation       ESOP         Number                      equity    
earnings   adjustment    compensation    of shares       Amount      (note 7)   
--------   -----------   ------------    ---------       ------   ------------- 

69,108          7        (11,363)     (1,311,570)    $ (2,407)     105,877  
 447          -              -               -            -        5,757

    -          -              -               -            -       (1,010)

   -          -              -               -            -          190
 (468)         -              -               -            -         (468)
(2,545)         -          1,230               -            -       (1,315) 

 247          -              -               -            -          247
   -          -              -               -            -        2,119

   -          -              -               -            -          656

 (259)         -              -               -            -         (260)

   -          -              -          69,328           84          967
   -          -          2,411               -            -        2,411
    -       (870)             -               -            -         (870)
26,084          -              -               -            -       26,084  
-------      -----          -----       ---------        -----      -------   
92,614       (863)        (7,722)     (1,242,242)      (2,323)     140,385  
(4,752)         -              -               -            -       (1,774) 
   -          -              -               -            -       47,266

   -          -              -               -            -        2,232
   -          -              -               -            -        1,300

   -          -              -         145,912         (192)       1,167
   -          -          2,376               -            -        2,376
   -      1,141              -               -            -        1,141
37,735          -              -               -            -       37,735  
-------      -----          -----       ---------        -----      -------   
125,597        278         (5,346)     (1,096,330)      (2,515)     231,828   
4,294          -          1,188               -            -        5,604 
   -          -              -               -            -        9,282

   -          -              -               -            -        2,763

   -          -              -         259,410          334        2,888
   -          -          2,376               -            -        2,376
   -        398              -               -            -          398
46,055          -              -               -            -       46,055  
-------      -----          -----       ---------        -----      -------   
175,946        676         (1,782)       (836,920)    $ (2,181)     301,194   
=======      =====          =====       =========        =====      =======   

 -6-

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 ACXIOM CORPORATION AND SUBSIDIARIES

 Consolidated Statements of Cash Flows

 Years ended March 31, 1998, 1997 and 1996

(Dollars in thousands)

                                              1998       1997       1996
                                               -------    -------    -------

Cash flows from operating activities:                                           
Net earnings                                 $  46,055     37,735     26,084
Adjustments to reconcile net earnings to net                                
cash provided by operating activities:                                  
  Depreciation and amortization                 49,658     35,400     22,832
Loss (gain) on disposal or impairment                                   
    of assets                                     (960)     2,412         49
  Provision for returns and doubtful accounts    3,094      4,462        149
  Deferred income taxes                         12,143      8,163      3,926
  Tax benefit of stock options exercised         2,763      2,232        656
  ESOP principal payments                        2,376      2,376      2,411
Changes in operating assets and liabilities:                            
     Accounts receivable                        (29,453)   (24,034)    (4,971)
     Other assets                               (42,258)   (16,107)    (4,816)
    Accounts payable and other liabilities      21,025     (8,649)     6,417
                                               -------    -------     ------
Net cash provided by operating                                  
        activities                              64,443     43,990     52,737
                                               -------    -------     ------

Cash flows from investing activities:                                           
Disposition of assets                           15,340      2,385        402
Proceeds from sale of marketable securities     19,021     12,919      1,575
 Purchases of marketable securities              (5,778)   (31,366)      (648)
Cash received in merger                              -         21      1,624
 Development of software                        (21,411)   (10,715)    (5,172)
 Capital expenditures                           (67,865)   (64,973)   (45,939)
Investments in joint ventures                   (6,072)         -          -
 Net cash paid in acquisitions (note 2)         (19,841)   (16,223)    (6,020)
                                               -------    -------     ------
       Net cash used in investing activities    (86,606)  (107,952)   (54,178)
                                               -------    -------     ------

Cash flows from financing activities:                                           
Proceeds from debt                             125,820     39,459     23,995
 Payments of debt                               (10,015)   (20,994)   (16,414)
Sale of common stock                            12,171     48,433      2,309
DataQuick pre-merger retirement of common                                   
   stock                                              -          -     (1,010)
 DataQuick pre-merger dividends                       -          -       (468)
 Dividends paid, net of related ESOP remittance       -          -     (1,315)
 Repurchases of common stock                          -          -       (202)
                                               -------    -------     ------
Net cash provided by financing                                  
        activities                             127,976     66,898      6,895
                                               -------    -------     ------

                                                                   (Continued)
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 ACXIOM CORPORATION AND SUBSIDIARIES

Consolidated Statements of Cash Flows, Continued

 Years ended March 31, 1998, 1997 and 1996

(Dollars in thousands)

                                             1998       1997      1996
                                             -------    ------    ------

Effect of exchange rate changes on cash        $       2         -       (63)   
                                             -------    ------    ------
Net increase (decrease) in cash and cash                                        
equivalents                                    105,815     2,936     5,391  
Cash and cash equivalents at beginning of year     9,695    10,183     4,792    
                                             -------    ------    ------
Cash and cash equivalents at end of year       $ 115,510    13,119    10,183    
                                             =======    ======    ======

Supplemental cash flow information:                                             
Convertible debt issued in acquisition                                      
(note 2)                                   $       -    25,000         -
Cash paid during the year for:                                              
Interest                                       9,303     5,053     3,879
Income taxes                                  12,627    15,131    13,815
Acquisition of property and equipment                                   
  under capital lease                         14,939    11,373       342
                                             =======    ======    ======

See accompanying notes to consolidated financial statements.                    

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 ACXIOM CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

 March 31, 1998, 1997 and 1996

(1)  Summary of Significant Accounting Policies                                 

(a)  Nature of Operations                                             

          The  Company  provides  information  management  technology  and other
          related  services,  primarily  for marketing  applications.  Operating
          units of the Company provide list services,  data warehouse  services,
          data and  information  products,  fulfillment  services,  computerized
          list,  postal and database  services,  and  outsourcing and facilities
          management  services  primarily in the United States (U.S.) and United
          Kingdom (U.K.),  along with limited activities in Canada,  Netherlands
and Asia.                                                   

(b)  Consolidation Policy                                             

          The consolidated  financial  statements include the accounts of Acxiom
          Corporation  and  its   subsidiaries   ("Company").   All  significant
          intercompany   balances  and  transactions  have  been  eliminated  in
          consolidation.  Investments in 20% to 50% owned entities are accounted
for using the equity method.                                

(c)  Use of Estimates                                                 

          Management  of  the  Company  has  made  a  number  of  estimates  and
          assumptions  relating to the reporting of assets and  liabilities  and
          the disclosure of contingent  assets and  liabilities to prepare these
          consolidated   financial   statements  in  conformity  with  generally
          accepted accounting principles. Actual results could differ from those
estimates.                                                  

(d)  Marketable Securities                                            

          Investments are stated at cost which  approximates  fair market value;
          gains and losses are  recognized in the period  realized.  The Company
has classified its securities as available for sale.        

(e)  Accounts Receivable                                              

          Financial   instruments  which  potentially  subject  the  Company  to
          concentrations  of credit risk  consist  primarily  of trade  accounts
          receivables.  The  Company's  receivables  are from a large  number of
          customers.  Accordingly,  the  Company's  credit  risk is  affected by
          general  economic  conditions.  Although the Company has several large
          individual  customers,  concentrations  of  credit  risk  are  limited
because of the diversity of the Company's customers.        

          Trade accounts receivable are presented net of allowances for doubtful
          accounts  and  credits of $3.6  million  and $4.7  million in 1998 and
1997, respectively.                                         

                                                                     (Continued)
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 ACXIOM CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

 March 31, 1998, 1997 and 1996

(f)  Property and Equipment                                           

          Property  and   equipment  are  stated  at  cost.   Depreciation   and
          amortization  are  calculated  on the  straight-line  method  over the
          estimated  useful  lives  of the  assets  as  follows:  buildings  and
          improvements,  5 - 31.5 years; office furniture and equipment,  3 - 12
years; and data processing equipment, 2 - 10 years.         

          Property  held under  capitalized  lease  arrangements  is included in
          property and equipment,  and the associated  liabilities  are included
          with long-term  debt.  Property and equipment taken out of service and
          held for sale is recorded at net realizable  value and depreciation is
ceased.                                                     

(g)  Software and Research and Development Costs                      

          Capitalized   and  purchased   software   costs  are  amortized  on  a
          straight-line  basis over the remaining estimated economic life of the
          product, or the amortization that would be recorded by using the ratio
          of gross  revenues  for a product  to total  current  and  anticipated
          future gross revenues for that product, whichever is greater. Research
          and  development  costs incurred prior to  establishing  technological
          feasibility  of  software   products  are  charged  to  operations  as
incurred.                                                   

          The  American  Institute of Certified  Public  Accountants  has issued
          Statement  of  Position  98-1,  "Accounting  for the Costs of Computer
          Software Developed or Obtained for Internal Use" ("SOP 98-1") which is
          effective for financial  statements for fiscal years  beginning  after
          December 14, 1998.  SOP 98-1 provides  guidance on accounting  for the
          costs of computer  software  developed or obtained  for internal  use.
          This  pronouncement  identifies  the  characteristics  of internal use
          software and provides guidance on new cost recognition principles. The
          Company does not believe the adoption of SOP 98-1 will have a material
          impact on the manner in which the Company has been accounting for such
costs.                                                      

(h)  Excess of Cost Over Fair Value of Net Assets Acquired            

          The excess of  acquisition  costs  over the fair  values of net assets
          acquired in  business  combinations  treated as purchase  transactions
          ("goodwill") is being amortized on a straight-line basis over 15 to 25
          years from acquisition dates. The Company  periodically  evaluates the
          existence of goodwill  impairment on the basis of whether the goodwill
          is fully  recoverable from the projected,  undiscounted net cash flows
          of the related  business unit. The amount of goodwill  impairment,  if
          any, is measured based on projected  discounted  future operating cash
          flows using a discount rate  reflecting the Company's  average cost of
          funds.  The  assessment  of the  recoverability  of  goodwill  will be
       impacted if estimated future operating cash flows are not achieved.

(i)  Revenue Recognition                                              

          Revenue from direct marketing  services,  including the production and
          delivery of marketing lists and enhancement data, and from information
          technology  outsourcing  services,   including  facilities  management
          contracts,   are  recognized  as  services  are  performed.   Services
          performed are  generally  determined  based upon records  processed or
          computer  time used. In the case of long-term  outsourcing  contracts,
          capital  expenditures  incurred in  connection  with the  contract are
          capitalized and amortized over the term of the contract whereby profit
          is recognized  under the  contracts at a consistent  rate of margin as
services are performed under the contract. In               

                                                                     (Continued)
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Notes to Consolidated Financial Statements

 March 31, 1998, 1997 and 1996

          certain outsourcing contracts,  additional revenue is recognized based
          upon attaining certain annual margin improvements or cost savings over
          performance benchmarks as specified in the contracts.  Such additional
          revenue is recognized  when it is  determinable  that such  benchmarks
have been met.                                              

          Revenue from sales and  licensing of software and data are  recognized
          when the  software  and data are  delivered;  the fee for such data is
          fixed or  determinable;  and  collectibility  of such fee is probable.
          Software and data file  maintenance is recognized over the term of the
          agreements.   In  the  case  of  multiple-element  software  and  data
          arrangements,  revenue is allocated to the  respective  elements based
          upon their  relative  fair  value.  Billed but  unearned  portions  of
revenue are deferred.                                       

          Included  in  other  assets  are   unamortized   outsourcing   capital
          expenditure  costs in the amount of $25.0 million and $18.1 million as
          of March 31, 1998 and 1997, respectively.  Noncurrent receivables from
          software license, data, and equipment sales are also included in other
          assets in the amount of $20.3 million and $9.6 million as of March 31,
          1998 and 1997,  respectively.  The current portion of such receivables
          is included in other current  assets in the amount of $9.5 million and
          $2.9 million as of March 31, 1998 and 1997,  respectively.  Certain of
          the  noncurrent  receivables  have no stated  interest  rate.  In such
          cases,  such  receivables  have been  discounted  using an appropriate
          imputed  interest  rate based upon the  customer,  type of  agreement,
          collateral and payment terms.  This discount is being  recognized into
income using the interest method.                           

(j)  Income Taxes                                                     

          The Company and its domestic  subsidiaries file a consolidated Federal
          income tax return.  The Company's  foreign  subsidiaries file separate
          income tax  returns in the  countries  in which their  operations  are
based.                                                      

          Income taxes are accounted  for under the asset and liability  method.
          Deferred tax assets and  liabilities are recognized for the future tax
          consequences   attributable  to  differences   between  the  financial
          statement  carrying  amounts of existing  assets and  liabilities  and
          their   respective  tax  bases  and  operating  loss  and  tax  credit
          carryforwards.  Deferred tax assets and liabilities are measured using
          enacted tax rates  expected to apply to taxable income in the years in
          which those  temporary  differences  are  expected to be  recovered or
          settled. The effect on deferred tax assets and liabilities of a change
          in tax rates is  recognized  in income in the period that includes the
enactment date.                                             

(k)  Foreign Currency Translation                                     

          The  balance  sheets  of  the  Company's   foreign   subsidiaries  are
          translated  at  year-end  rates of  exchange,  and the  statements  of
          earnings are translated at the weighted  average exchange rate for the
          period.  Gains or losses resulting from  translating  foreign currency
          financial  statements  are  accumulated  in a  separate  component  of
stockholders' equity.                                       

                                                                     (Continued)
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Notes to Consolidated Financial Statements

 March 31, 1998, 1997 and 1996

(l)  Earnings Per Share                                               

          The  Company  adopted  Statement  of  Financial  Accounting  Standards
          ("SFAS") No. 128, "Earnings Per Share" during the year ended March 31,
          1998. Below is the calculation and reconciliation of the numerator and
          denominator  of basic and diluted  earnings  per share (in  thousands,
except per share amounts):                                  

                                             1998         1997          1996
                                             ------       ------        ------

Basic earnings per share:                                   
           Numerator (net earnings)        $ 46,055       37,735        26,084
                                             ======       ======        ======

Denominator (weighted                                   
             average shares outstanding)     72,199       69,279        63,398
                                             ======       ======        ======

           Earnings per share              $    .64          .54           .41
                                             ======       ======        ======

Diluted earnings per share:                                 
Numerator:                                              
             Net earnings                  $ 46,055       37,735        26,084
Interest expense on                                 
convertible debt                                
               (net of tax effect)              465          445             -
                                             ------       ------        ------
                                           $ 46,520       38,180        26,084
                                             ======       ======        ======
Denominator:                                                
Weighted average shares                                 
             outstanding                     72,199       69,279        63,398
           Effect of common stock options     3,593        3,782         2,874
           Effect of common stock warrant     3,015        3,004         2,295
           Convertible debt                   2,102        2,000             -
                                             ------       ------        ------
                                             80,909       78,065        68,567
                                             ======       ======        ======
         Earnings per share                $    .57          .49           .38
                                             ======       ======        ======

          Options  to  purchase  shares of common  stock  that were  outstanding
          during 1998, 1997 and 1996 but were not included in the computation of
          diluted  earnings  per share  because  the option  exercise  price was
          greater than the average  market price of the common  shares are shown
below.                                                      

                            1998              1997              1996
                             ---------------   ---------------   ---------------

Number of shares                                            
        under option        2,176,043         1,431,992          568,287

Range of exercise                                           
            prices           $15.94 - $35.92   $18.61 - $35.00   $12.25 - $24.81

                                                                     (Continued)
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Notes to Consolidated Financial Statements

 March 31, 1998, 1997 and 1996

     (m)  Impairment of Long-Lived  Assets and Long-Lived  Assets to Be Disposed
Of                                                          

          Long-lived  assets and certain  identifiable  intangibles are reviewed
          for impairment  whenever events or changes in  circumstances  indicate
          that  the  carrying  amount  of  an  asset  may  not  be  recoverable.
          Recoverability  of  assets  to be  held  and  used  is  measured  by a
          comparison of the carrying amount of an asset to future net cash flows
          expected to be generated by the asset.  If such assets are  considered
          to be impaired,  the  impairment  to be  recognized is measured by the
          amount by which the  carrying  amount of the assets  exceeds  the fair
          value of the  assets.  Assets to be  disposed  of are  reported at the
  lower of the carrying amount or fair value less costs to sell.

(n)  Cash and Cash Equivalents                                        

          The Company considers all highly liquid debt instruments with original
maturities of three months or less to be cash equivalents.  

(o)  Reclassifications                                                

          To conform to the 1998  presentation,  certain  accounts  for 1997 and
          1996 have been reclassified.  The  reclassifications  had no effect on
net earnings.                                               

(2)  Acquisitions                                                               

     On September 17, 1998 the Company  issued  20,858,923  shares of its common
     stock in exchange for all  outstanding  capital  stock of May & Speh,  Inc.
     ("May & Speh").  Additionally,  the Company  assumed  all of the  currently
     outstanding  options granted under May & Speh's stock option plans with the
     result that 4,289,202  shares of the Company's  common stock became subject
     to issuance upon exercise of such options.  This business  combination  has
     been  accounted  for  as  a  pooling-of-interests  and,  accordingly,   the
     consolidated financial statements for periods prior to the combination have
     been  restated to include the accounts and results of  operations  of May &
Speh.                                                                 

     The results of operations  previously reported by the separate  enterprises
     and  the  combined  amounts  presented  in  the  accompanying  consolidated
financial statements are summarized below.                            

                              1998            1997            1996
                               -------         -------         -------

Revenue:                                                            
   Acxiom Corporation        $ 465,065         402,016         269,902
   May & Speh                  103,955          77,223          61,641
                               -------         -------         -------

     Combined                $ 569,020         479,239         331,543
                               =======         =======         =======

Net earnings:                                                       
   Acxiom Corporation           35,597          27,512          18,223
   May & Speh                   10,458          10,223           7,861
                               -------         -------         -------

     Combined                $  46,055          37,735          26,084
                               =======         =======         =======

                                                                     (Continued)
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Notes to Consolidated Financial Statements

 March 31, 1998, 1997 and 1996

     Prior to the  combination,  May & Speh's fiscal year ended September 30. In
     recording the pooling-of-interests  combination,  May & Speh's consolidated
     financial  statements  as of and for the year  ended  March  31,  1998 were
     combined  with  Acxiom's  consolidated  financial  statements  for the same
     period and May & Speh's consolidated  financial  statements as of September
     30,  1996 and for each of the two  years  ended  September  30,  1996  were
     combined with Acxiom's  consolidated  financial  statements as of March 31,
     1997 and for each of the two years ended March 31, 1997, respectively.  May
     & Speh's  unaudited  consolidated  results of operations for the six months
     ended March 31, 1997 included  revenue of $42.9 million and net earnings of
     $4.3 million.  An adjustment has been made to retained earnings as of March
     31, 1997 to record the net  earnings of May & Speh for the six months ended
March 31, 1997.                                                       

     Effective   October  1,  1997,  the  Company  acquired  100%  ownership  of
     MultiNational  Concepts,  Ltd.   ("MultiNational")  and  Catalog  Marketing
     Services,  Inc.  (d/b/a  Shop the World by  Mail),  entities  under  common
     control  (collectively "STW"). Total consideration was $4.6 million (net of
     cash acquired) and other cash consideration based on the future performance
     of  STW.  MultiNational,  headquartered  in  Hoboken,  New  Jersey,  is  an
     international  mailing list and database  maintenance provider for consumer
     catalogers  interested in  developing  foreign  markets.  Shop the World by
     Mail,  headquartered in Sarasota,  Florida,  provides  cooperative customer
     acquisition  programs,  and  also  produces  an  international  catalog  of
     catalogs whereby end-customers in over 60 countries can order catalogs from
around the world.                                                     

     Also effective  October 1, 1997, the Company acquired Buckley Dement,  L.P.
     and its affiliated company, KM Lists,  Incorporated  (collectively "Buckley
     Dement"). Buckley Dement,  headquartered in Skokie, Illinois, provides list
     brokerage,  list  management,  promotional  mailing  and  fulfillment,  and
     merchandise  order  processing to  pharmaceutical,  health care,  and other
     commercial  customers.  Total  consideration was $14.2 million (net of cash
     acquired) and other cash  consideration  based on the future performance of
Buckley Dement.                                                       

     Both the Buckley Dement and STW acquisitions are accounted for as purchases
     and  their  operating  results  are  included  with the  Company's  results
     beginning  October 1, 1997.  The  purchase  price for the two  acquisitions
     exceeded  the fair value of net assets  acquired by $12.6  million and $5.2
     million for Buckley Dement and STW,  respectively.  The resulting excess of
     cost  over net  assets  acquired  is  being  amortized  over its  estimated
     economic life of 20 years.  The pro forma  combined  results of operations,
     assuming the acquisitions occurred at the beginning of the fiscal year, are
     not  materially   different  than  the  historical  results  of  operations
reported.                                                             

     On April 9, 1996, the Company issued  3,313,324  shares of its common stock
     for all of the outstanding common stock and common stock options of Pro CD,
     Inc.,  ("Pro CD").  Headquartered  in Danvers,  Massachusetts,  Pro CD is a
     publisher of reference  software on CD-ROM.  The business  combination  was
     accounted  for as a  pooling-of-interests.  The  stockholders'  equity  and
     operations of Pro CD were not material in relation to those of the Company.
     As such, the Company  recorded the  combination by restating  stockholders'
     equity  as of April 1,  1996,  without  restating  prior  years'  financial
     statements to reflect the  pooling-of-interests.  At April 1, 1996 Pro CD's
liabilities exceeded its assets by $1.8 million.                      

                                                                     (Continued)
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Notes to Consolidated Financial Statements

 March 31, 1998, 1997 and 1996

     Also in April,  1996, the Company acquired the assets of Direct  Media/DMI,
     Inc.  ("DMI") for $25 million and the assumption of certain  liabilities of
     DMI. The $25 million purchase price is payable in three years, is partially
     collateralized  by a letter  of  credit  (see  note 5),  and may,  at DMI's
     option,  be paid in two million  shares of Acxiom  common  stock in lieu of
     cash plus accrued interest.  Headquartered in Greenwich,  Connecticut,  DMI
     provides   list   brokerage,   management   and   consulting   services  to
     business-to-business and consumer list owners and mailers. At April 1, 1996
     the liabilities  assumed by the Company  exceeded the fair value of the net
     assets  acquired  from DMI by  approximately  $1.0  million.  The resulting
     excess of  purchase  price over fair value of net assets  acquired is being
     amortized over its estimated economic life of 20 years. The acquisition has
     been  accounted  for  as  a  purchase,  and  accordingly,  the  results  of
     operations  of DMI are included in the  consolidated  results of operations
from the date of its acquisition.                                     

     The  purchase  price for DMI has been  allocated  as  follows  (dollars  in
thousands):                                                           

  Trade accounts receivable                                 $  7,558
  Property and equipment                                       2,010
  Software                                                     3,500
  Excess of cost over fair value of net assets acquired       25,993
  Other assets                                                   840
   Short-term note payable to bank                            (11,594)
   Accounts payable and other liabilities                      (3,020)
   Long-term debt                                                (287)
                                                              ------
                                                            $ 25,000
                                                              ======

     On August 25, 1995,  the Company  acquired all of the  outstanding  capital
     stock of DataQuick Information Systems (formerly an "S" Corporation) and DQ
     Investment Corporation (collectively,  "DataQuick").  The Company exchanged
     1,969,678  shares of its common stock for all of the outstanding  shares of
     capital stock of DataQuick.  Additionally,  the Company  assumed all of the
     currently outstanding options granted under DataQuick's stock option plans,
     with the result that 1,616,740  shares of the Company's common stock became
     subject  to  issuance  upon  exercise  of such  options  (see note 7).  The
acquisition was accounted for as a pooling-of-interests.              

     DataQuick,  headquartered in San Diego, California,  provides real property
     information to support a broad range of applications  including  marketing,
     appraisal,  real estate, banking,  mortgage and insurance. This information
is distributed on-line and via CD-ROM, list services, and microfiche. 

     The  stockholders'  equity and operations of DataQuick were not material in
     relation  to those  of the  Company.  As such,  the  Company  recorded  the
     combination by restating  stockholders' equity as of April 1, 1995, without
     restating    prior   years'    financial    statements   to   reflect   the
     pooling-of-interests  combination.  DataQuick's  net  assets as of April 1,
     1995 totaled $5.8 million.  The  statements of earnings for the years ended
     March 31,  1998,  1997 and 1996  include the results of  DataQuick  for the
     entire  periods  presented.  Included in the statement of earnings for 1996
     are revenues of $8.0 million and  earnings  before  income taxes of $79,000
for DataQuick for the period from April 1, 1995 to August 25, 1995.   

                                                                     (Continued)
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Notes to Consolidated Financial Statements

 March 31, 1998, 1997 and 1996

(3)  Software and Research and Development Costs                                

     The Company recorded  amortization  expense related to internally developed
     computer  software of $5.9 million,  $5.4 million and $3.1 million in 1998,
     1997 and 1996, respectively.  Additionally,  research and development costs
     of $13.7 million, $13.0 million and $8.3 million were charged to operations
during 1998, 1997 and 1996, respectively.                             

(4)  Property and Equipment                                                     

 Property and equipment is summarized as follows (dollars in thousands):

                                                      1998          1997
                                                       -------       -------

     Land                                            $   8,344         8,441
     Buildings and improvements                         74,634        68,122
     Office furniture and equipment                     24,456        17,036
     Data processing equipment                         193,959       141,766
                                                       -------       -------
                                                       301,393       235,365
     Less accumulated depreciation and amortization    115,709        92,446
                                                       -------       -------
                                                     $ 185,684       142,919
                                                       =======       =======

(5)  Long-Term Debt                                                             

Long-term debt consists of the following (dollars in thousands):      

                                                       1998         1997
                                                        -------      -------

     5.25% convertible subordinated notes due 2003    $ 115,000            -

     Unsecured revolving credit agreement                36,445       21,454

6.92% Senior notes due March 30, 2007, payable                    
in annual installments of $4,286 commencing                   
March 30, 2001; interest is payable                           
       semi-annually                                     30,000       30,000

3.12% Convertible note, interest and principal                    
due April 30, 1999; partially collateralized                  
by letter of credit; convertible at maturity                  
into two million shares of common stock                       
       (note 2)                                          25,000       25,000

Capital leases on land, buildings and equipment                   
payable in monthly payments of $359 of                        
principal and interest; remaining terms of                    
from five to twenty years; interest rates                     
       approximately 8%                                  22,818        9,975

Obligation payable under software license                         
       agreement                                         10,949            -

                                                                     (Continued)
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Notes to Consolidated Financial Statements

 March 31, 1998, 1997 and 1996

                                                       1998         1997
                                                        -------      -------

8.5% unsecured term loan; quarterly principal                     
payments of $200 plus interest with the                       
       balance due in 2005                            $   9,800       11,200

9.75% Senior notes, due May 1, 2000, payable                      
in annual installments of $2,143 each May 1;                  
       interest is payable semi-annually                  6,429        8,571

     ESOP loan (note 10)                                  1,782        5,346

Other capital leases, debt and long-term                          
       liabilities                                        6,483        7,236
                                                        -------      -------

         Total long-term debt                           264,706      118,782

     Less current installments                           10,466        9,411
                                                        -------      -------
Long-term debt, excluding current                         
           installments                               $ 254,240      109,371
                                                        =======      =======

     In March 1998,  May & Speh  completed  an offering  of $115  million  5.25%
     convertible  subordinated  notes due 2003. The notes are convertible at the
     option  of the  holder  into  shares  of the  Company's  common  stock at a
     conversion  price of $19.89 per share.  The notes also are  redeemable,  in
     whole or in part,  at the  option  of the  Company  at any time on or after
     April 3, 2001.  The total net  proceeds to the Company  were  approximately
     $110.8 million after deducting  underwriting  discounts and commissions and
estimated offering expenses.                                          

     The unsecured  revolving credit  agreement,  which expires January 31, 2003
     provides for revolving loans and letters of credit in amounts of up to $125
     million.  The terms of the credit  agreement  provide  for  interest at the
     prime rate (or, at other alternative market rates at the Company's option).
     At March 31, 1998, the effective rate was 7.175%.  The agreement requires a
     commitment  fee equal to 3/16 of 1% on the  average  unused  portion of the
     loan.  A letter of credit in the amount of $6.6 million is  outstanding  in
     connection  with an  acquisition  (see  note  2),  leaving  $118.4  million
     available for revolving loans. The Company also has another  unsecured line
     of credit  amounting to $1.5 million of which none was outstanding at March
     31, 1998 or 1997. The other  unsecured line expires July 30, 1998 and bears
interest at the prime rate less 1/2 of 1%.                            

     Under the terms of certain of the above borrowings, the Company is required
     to  maintain  certain  tangible  net  worth  levels  and  working  capital,
     debt-to-equity  and debt service  coverage  ratios.  At March 31, 1998, the
     Company  was in  compliance  with  all  such  financial  requirements.  The
     aggregate  maturities of long-term debt for the five years ending March 31,
     2003 are as follows:  1999, $9.5 million;  2000, $31.4 million; 2001, $10.7
million; 2002, $7.3 million; and 2003, $44.2 million.                 

                                                                     (Continued)
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Notes to Consolidated Financial Statements

 March 31, 1998, 1997 and 1996

     In June 1997,  May & Speh entered into a  sale-leaseback  agreement  with a
     third party selling its existing office  building and land,  including 10.4
     acres located adjacent to the existing  building that will be used to build
     a new 200,000 square foot  building.  May & Speh has entered into a 20-year
     lease  with the  third  party  on the  existing  building,  and it has also
     entered  into a 20-year  lease for the new  200,000  square  foot  building
     currently  under  construction  on the  property  adjacent  to May & Speh's
     executive  offices.  The lease  commences  upon  completion of the building
     which is expected to be completed in September  1998 and is classified as a
     capital lease.  The existing  building and land were sold at its book value
     of approximately  $12.2 million.  The interest rate implicit in the capital
lease approximates 8%.                                                

(6)  Leases                                                                     

     The  Company  leases  data  processing  equipment,   office  furniture  and
     equipment,  land and office space under  noncancellable  operating  leases.
     Future minimum lease payments under noncancellable operating leases for the
     five years ending March 31, 2003 are as follows: 1999, $12.5 million; 2000,
     $10.2 million;  2001,  $7.2 million;  2002,  $3.7 million;  and 2003,  $2.5
million.                                                              

     Total rental expense on operating  leases was $15.2 million,  $18.4 million
     and $12.3  million  for the years  ended  March  31,  1998,  1997 and 1996,
respectively.                                                         

(7)  Stockholders' Equity                                                       

     The Company has  authorized  200  million  shares of $.10 par value  common
     stock  and 1 million  shares of  authorized  but  unissued  $1.00 par value
     preferred  stock.  The Board of Directors of the Company may  designate the
     relative  rights and preferences of the preferred stock when and if issued.
     Such  rights  and  preferences  could  include   liquidation   preferences,
     redemption  rights,  voting  rights and  dividends  and the shares could be
     issued in  multiple  series  with  different  rights and  preferences.  The
     Company  currently has no plans for the issuance of any shares of preferred
stock.                                                                

     On March 29,  1996,  May & Speh  completed  an initial  public  offering of
     3,350,000  shares of its common  stock  (2,680,000  shares as adjusted  for
     merger  with  Acxiom) and on April 24, 1996  completed  the  offering of an
     additional  1,005,000  shares of common stock (804,000  shares as adjusted)
     that were subject to an  over-allotment  granted to the underwriters of the
     offering.  Total net proceeds  from the offering were  approximately  $43.5
million.                                                              

     On March 30, 1998,  May & Speh also completed an offering of 325,000 shares
     of its common stock (260,000  shares as adjusted).  Total net proceeds were
approximately $3.5 million.                                           

     In  connection  with its data  center  management  agreement  ("Agreement")
     entered into in August,  1992 with Trans Union Corporation ("Trans Union"),
     the Company issued a warrant, which expires on August 31, 2000 and entitles
     Trans Union to acquire up to 4 million  additional  shares of  newly-issued
     common stock.  The exercise  price for the warrant stock is $3.06 per share
     through  August 31,  1998 and  increases  $.25 per share in each of the two
     years  subsequent  to August 31,  1998.  The  warrant was  exercised  for 4
million shares on August 31, 1998.                                    

                                                                     (Continued)
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 ACXIOM CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

 March 31, 1998, 1997 and 1996

     The Company has for its U.S.  employees a Key  Employee  Stock  Option Plan
     ("Plan") for which 15.2 million  shares of the Company's  common stock have
     been reserved.  The Company has for its U.K.  employees a U.K. Share Option
     Scheme  ("Scheme")  for which 1.6 million  shares of the  Company's  common
     stock have been  reserved.  These plans provide that the option  price,  as
     determined  by the Board of  Directors,  will be at least  the fair  market
     value at the time of the grant.  The term of  nonqualified  options is also
     determined by the Board of Directors.  Incentive  options granted under the
     plans must be  exercised  within 10 years after the date of the option.  At
     March 31,  1998,  2,161,461  shares and 824,163  shares are  available  for
future grants under the Plan and the Scheme, respectively.            

     May & Speh had options  outstanding  under two separate  plans at March 31,
     1998.  Generally,  such options vest and become  exercisable  in five equal
     annual  increments  beginning  one year  after the issue date and expire 10
     years  after the issue date except in the event of change in control of May
     & Speh all options  become  fully vested and  exercisable.  Pursuant to the
     merger,  the  Company  assumed  all of the  currently  outstanding  options
     granted  under the May & Speh  plans  with the  result  that  shares of the
     Company's  common stock become  subject to issuance  upon  exercise of such
options.                                                              

Activity in stock options was as follows:                             

                                      Weighted
                                         Number        average       Number of
                                         of           price         shares
                                          shares       per share     exercisable
                                        ----------     ---------     -----------

    Outstanding at March 31, 1995       4,928,696      $ 4.68        1,715,966
Granted                           3,821,356        9.42           
DataQuick acquisition (note 2)    1,616,740        2.93           
Exercised                          (371,046)       2.49           
Terminated                         (486,000)       2.59           
          ----------
    Outstanding at March 31, 1996       9,509,746        7.18        3,467,728
Granted                           1,300,811       17.29           
Pro CD acquisition (note 2)         294,132        1.76           
Exercised                          (835,369)       2.41           
Terminated                          (93,255)       7.29           
          ----------
    Outstanding at March 31, 1997      10,176,065        8.31        3,974,265
May & Speh acquisition (note 2)     217,440       16.89           
Granted                           2,143,176       14.88           
Exercised                          (977,511)       3.86           
Terminated                         (157,190)      11.89           
          ==========
    Outstanding at March 31, 1998      11,401,980        9.63        5,316,861
                                       ==========                    =========

     The per share  weighted-average  fair value of stock options granted during
     fiscal 1998, 1997 and 1996 was $9.91, $8.61 and $4.14, respectively, on the
     date of  grant  using  the  Black-Scholes  option  pricing  model  with the
     following weighted-average assumptions: Dividend yield of 0% for 1998, 1997
     and 1996; risk-free interest rate of 6.79% in 1998, 6.71% in 1997 and 6.16%
     in 1996;  expected  option  life of 10 years for 1998,  1997 and 1996;  and
   expected volatility of 38.69% in 1998, 34.85% in 1997 and 28.53% in 1996.

                                                                     (Continued)
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 ACXIOM CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

 March 31, 1998, 1997 and 1996

   Following is a summary of stock options outstanding as of March 31, 1998:

                         Options outstanding             Options exercisable
                   ------------------------------------   ----------------------
                                  Weighted     Weighted                 Weighted
                                  average     average                  average
     Range of                     remaining    exercise                 exercise
  exercise        Options     contractual     per        Options       per
    prices       outstanding      life        share     exercisable    share
  --------------   -----------   -----------   --------   -----------   --------

$ 1.38 -   2.54    1,413,970     6.72 years   $ 2.13      1,270,298    $ 2.17 
 2.56 -   4.69    2,602,553     3.77 years     3.39      1,704,543      3.41
 5.38 -   6.25    1,500,635     5.12 years     6.11        891,683      6.04
 7.43 -  15.70    3,296,022     4.15 years    12.49      1,071,475     13.32
15.75 -  24.85    2,318,924     5.39 years    20.43        352,267     22.05
25.34 -  35.92      269,876    12.82 years    31.00         26,595     30.96
                 ----------    -----------    -----     ----------     -----
                 11,401,980     4.96 years   $ 9.63      5,316,861    $ 6.92
                 ==========    ===========    =====     ==========     =====

     The Company applies the provisions of Accounting  Principles  Board Opinion
     No. 25 and  related  interpretations  in  accounting  for the  stock  based
     compensation plans.  Accordingly,  no compensation cost has been recognized
     by the Company in the accompanying  consolidated statements of earnings for
     any of the fixed stock options granted.  Had compensation  cost for options
     granted been determined on the basis of the fair value of the awards at the
     date of grant,  consistent with the methodology prescribed by SFAS No. 123,
     the  Company's  net earnings  would have been reduced to the  following pro
     forma  amounts for the years ended March 31 (dollars in  thousands,  except
per share amounts):                                                   

                                                    1998      1997      1996
                                                    ------    ------    ------

    Net earnings                  As reported     $ 46,055    37,735    26,084
                                  Pro forma         39,625    36,672    25,902

    Basic earnings per share      As reported     $    .64       .54       .41
                                  Pro forma            .55       .53       .41

    Diluted earnings per share    As reported     $    .57       .49       .38
                                  Pro forma            .50       .48       .38

     Pro forma net  earnings  reflect only  options  granted  after fiscal 1995.
     Therefore,  the full  impact  of  calculating  compensation  cost for stock
     options  under SFAS No. 123 is not  reflected in the pro forma net earnings
     amounts  presented  above because  compensation  cost is reflected over the
     options'  vesting  period of 8-9 years and  compensation  cost for  options
granted prior to April 1, 1995 is not considered.                     

     The Company  maintains an employee  stock  purchase plan which provides for
     the  purchase of shares of common stock at 85% of the market  price.  There
     were 125,151,  110,332 and 190,470 shares  purchased  under the plan during
the years ended March 31, 1998, 1997 and 1996, respectively.          

                                                                     (Continued)
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 ACXIOM CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

 March 31, 1998, 1997 and 1996

(8)  Income Taxes                                                               

   Total income tax expense was allocated as follows (dollars in thousands):

                                                    1998      1997      1996
                                                    ------    ------    ------

       Income from operations                     $ 27,332    22,800    15,838

Stockholders' equity, for compensation                          
expense for tax purposes in excess                          
of amounts recognized for financial                         
          reporting purposes                         (2,763)   (2,232)     (656)
                                                    ------    ------    ------
                                                  $ 24,569    20,568    15,182
                                                    ======    ======    ======

     Income tax expense  attributable  to earnings from  operations  consists of
(dollars in thousands):                                               

                                                    1998      1997      1996
                                                    ------    ------    ------

Current expense:                                                
         Federal                                  $ 12,247    13,009    10,079
         Foreign                                     1,206        83         -
         State                                       1,736     1,545     1,833
                                                    ------    ------    ------
                                                    15,189    14,637    11,912
                                                    ------    ------    ------
Deferred expense:                                               
         Federal                                     9,792     5,979     3,105
         Foreign                                        23       687       161
         State                                       2,328     1,497       660
                                                    ------    ------    ------
                                                    12,143     8,163     3,926
                                                    ------    ------    ------
           Total tax expense                      $ 27,332    22,800    15,838
                                                    ======    ======    ======

     The actual  income tax expense  attributable  to earnings  from  operations
     differs  from the  expected  tax expense  (computed  by  applying  the U.S.
     Federal  corporate  tax rate of 35% to  earnings  before  income  taxes) as
follows (dollars in thousands):                                       

                                                    1998      1997      1996
                                                    ------    ------    ------

       Computed expected tax expense              $ 25,685    21,187    14,673
Increase (reduction) in income taxes                            
resulting from:                                             
State income taxes, net of Federal                      
             income tax benefit                      2,642     1,977     1,621
            Research and experimentation credits       (715)     (683)     (800)
           Other                                      (280)      319       344
                                                    ------    ------    ------
                                                  $ 27,332    22,800    15,838
                                                    ======    ======    ======

                                                                     (Continued)
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 ACXIOM CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

 March 31, 1998, 1997 and 1996

     The tax  effects of  temporary  differences  that give rise to  significant
     portions of the deferred tax assets and  liabilities  at March 31, 1998 and
1997 are presented below (dollars in thousands).                      

                                                           1998       1997
                                                           ------     ------

Deferred tax assets:                                            
Accrued expenses not currently deductible                   
          for tax purposes                              $   2,150      1,840
Investments, principally due to differences                 
in basis for tax and financial reporting                
          purposes                                            676        327
        Net operating loss carryforwards                        -      1,208
        Other                                                 849        949
         Valuation allowance                                     -     (1,208)
                                                            -----     ------
            Total deferred tax assets                       3,675      3,116
                                                            -----     ------

Deferred tax liabilities:                                       
Property and equipment, principally due                     
           to differences in depreciation                  (11,099)    (7,494)
Intangible assets, principally due to                       
           differences in amortization                      (2,212)      (551)
Capitalized software and other costs                        
           expensed as incurred for tax purposes           (20,618)   (12,554)
         Installment sale gains for tax purposes            (1,843)      (259)
                                                           ------     ------
             Total deferred tax liabilities                (35,722)   (20,858)
                                                           ------     ------
             Net deferred tax liability                   $(32,097)   (17,742)
                                                           ======     ======

     The  valuation  allowance  for deferred tax assets as of March 31, 1996 was
     $328,000.  The net change in the total  valuation  allowance  for the years
     ended  March  31,  1998 and  1997 was a  decrease  of $1.2  million  and an
     increase of $880,000,  respectively.  In  assessing  the  realizability  of
     deferred tax assets,  management  considers  whether it is more likely than
     not  that  some  portion  or all of the  deferred  tax  assets  will not be
     realized. The ultimate realization of deferred tax assets is dependent upon
     the  generation of future  taxable income during the periods in which those
     temporary  differences become deductible.  Based upon the Company's history
     of substantial  profitability and taxable income and its utilization of tax
     planning  strategies,  management  believes  it is more likely than not the
     Company will realize the benefits of these deductible  differences,  net of
     any valuation allowances. Included in other current assets are deferred tax
     assets  of $2.9  million  and $0.5  million  at March  31,  1998 and  1997,
respectively.                                                         

                                                                     (Continued)
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 ACXIOM CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

 March 31, 1998, 1997 and 1996

(9)  Related Party Transactions                                                 

     The Company leases certain equipment from a business  partially owned by an
     officer. Rent expense under these leases was approximately  $797,000 during
     the years ended March 31, 1998 and 1997, respectively,  and $371,000 during
     the year ended  March 31,  1996.  Under the terms of the lease in effect at
     March 31,  1998 the Company  will make  monthly  lease  payments of $66,000
     through  December,  2001. The Company has agreed to pay the difference,  if
     any,  between  the  sales  price of the  equipment  and 70  percent  of the
     lessor's  related  loan  balance  (approximately  $5.4 million at March 31,
     1998) should the Company elect to exercise its early termination  rights or
     not extend the lease beyond its initial five year term and the lessor sells
the equipment as a result thereof.                                    

(10) Retirement Plans                                                           

     The Company has a retirement  savings plan which covers  substantially  all
     domestic  employees.  The Company also offers a supplemental  non-qualified
     deferred  compensation plan for certain management  employees.  The Company
     matches 50% of the  employee's  salary  deferred  contributions  under both
     plans up to 6% annually and may contribute  additional amounts to the plans
  from the Company's earnings at the discretion of the Board of Directors.

     Effective  October 1, 1988,  May & Speh  established  the May & Speh,  Inc.
     Employee Stock Ownership Plan ("ESOP") for the benefit of substantially all
     of its employees. May & Speh borrowed $22,500,000 from a bank ("ESOP Loan")
     and loaned the proceeds to the ESOP for the purpose of  providing  the ESOP
     sufficient funds to purchase  9,887,340 shares of May & Speh's common stock
     at $2.28 per share. The terms of the ESOP agreement  required May & Speh to
     make  minimum  contributions  sufficient  to meet the ESOP's  debt  service
obligations.                                                          

     Company  contributions  for the above plans amounted to approximately  $4.3
     million,   $3.9  million  and  $3.2   million  in  1998,   1997  and  1996,
respectively.                                                         

(11) Major Customers                                                            

     In 1998,  1997 and 1996, the Company had two major  customers who accounted
     for more than 10% of revenue.  Allstate  Insurance  Company  accounted  for
     revenue of $74.7 million (13.1%),  $67.7 million (14.1%), and $55.8 million
     (16.8%) in 1998, 1997 and 1996, respectively, and Trans Union accounted for
     revenue of $54.9 million  (9.6%),  $56.6 million  (11.8%) and $42.0 million
     (12.7%) in 1998, 1997 and 1996,  respectively.  At March 31, 1998, accounts
     receivable  from  these  customers  was $7.6  million  and  $10.1  million,
respectively.                                                         

                                                                     (Continued)

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 ACXIOM CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

 March 31, 1998, 1997 and 1996

(12) Foreign Operations                                                         

     The following table shows financial  information by geographic area for the
years 1998, 1997 and 1996 (dollars in thousands).                     

                       United       United
                                          States       Kingdom      Consolidated
                                          -------      -------      ------------

1998:                                                             
      Revenue                        $ 534,374      34,646         569,020
      Earnings before income taxes      70,945       2,442          73,387
      Net earnings                      44,517       1,538          46,055
      Total assets                     643,694      29,456         673,150
      Total tangible assets            577,551      21,748         599,299
      Total liabilities                360,441      11,515         371,956
      Total equity                     283,253      17,941         301,194
                                       =======      ======         =======

1997:                                                             
      Revenue                          450,819      28,420         479,239
      Earnings before income taxes      58,862       1,673          60,535
      Net earnings                      36,689       1,046          37,735
      Total assets                     388,793      22,836         411,629
      Total tangible assets            341,360      15,109         356,469
      Total liabilities                171,269       8,532         179,801
      Total equity                     217,524      14,304         231,828
                                       =======      ======         =======

1996:                                                             
      Revenue                          313,831      17,712         331,543
Earnings (loss) before income                                 
        taxes                           42,230        (238)         41,992
      Net earnings (loss)               26,483        (399)         26,084
      Total assets                     223,125      17,728         240,853
      Total tangible assets            216,775      10,096         226,871
      Total liabilities                 94,332       6,136         100,468
      Total equity                     128,793      11,592         140,385
                                       =======      ======         =======

(13) Contingencies                                                              

     The Company is involved in various claims and legal actions in the ordinary
     course of business. In the opinion of management,  the ultimate disposition
     of these matters will not have a material  adverse  effect on the Company's
     consolidated financial position or its expected future consolidated results
of operations.                                                        

                                                                     (Continued)
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 ACXIOM CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

 March 31, 1998, 1997 and 1996

(14) Dispositions                                                               

     Effective  August 22, 1997,  the Company sold certain  assets of its Pro CD
     subsidiary to a wholly-owned  subsidiary of American Business  Information,
     Inc.  ("ABI").  ABI acquired the retail and direct marketing  operations of
     Pro CD, along with compiled telephone book data for aggregate cash proceeds
     of $18.0 million,  which included  consideration  for a compiled  telephone
     book data license.  The Company also entered into a data license  agreement
     with ABI under which the Company  will pay ABI $8.0 million over a two-year
     period,  and a technology and data license  agreement  under which ABI will
     pay the Company $8.0 million over a two-year  period.  In conjunction  with
     the  sale  to  ABI,  the  Company  also  recorded  certain   valuation  and
     contingency  reserves.  Included  in other  income is the gain on  disposal
related to this transaction of $855,000.                              

(15) Fair Value of Financial Instruments                                        

     The following  methods and assumptions were used to estimate the fair value
     of each  class of  financial  instruments  for which it is  practicable  to
estimate that value.                                                  

          Cash and cash equivalents,  marketable securities,  trade receivables,
          short-term  borrowings,  and  trade  payables  - The  carrying  amount
          approximates  fair  value  because  of the  short  maturity  of  these
instruments.                                                

          Long-term debt - The interest rate on the revolving  credit  agreement
          is adjusted  for changes in market  rates and  therefore  the carrying
          value of the credit agreement  approximates  fair value. The estimated
          fair  value of other  long-term  debt was  determined  based  upon the
          present  value  of  the  expected  cash  flows  considering   expected
          maturities and using interest rates currently available to the Company
          for long-term  borrowings  with similar  terms.  At March 31, 1998 the
          estimated  fair value of  long-term  debt  approximates  its  carrying
value.                                                      

(16) Selected Quarterly Financial Data (Unaudited)                              

     The table below sets forth selected financial  information for each quarter
 of the last two years (dollars in thousands, except per share amounts):

                                  1st        2nd        3rd        4th
                                  quarter    quarter    quarter    quarter
                                  -------    -------    -------    -------
1998:                                                                 
    Revenue                     $ 123,952    135,876    147,043    162,149
    Income from operations         14,852     20,072     20,329     23,884
    Net earnings                    8,186     11,995     11,766     14,108
    Basic earnings per share          .11        .17        .16        .19
    Diluted earnings per share        .10        .15        .15        .18

1997:                                                                 
    Revenue                       109,997    116,679    124,531    128,032
    Income from operations         11,688     15,908     20,093     18,663
    Net earnings                    5,906      8,632     11,930     11,267
    Basic earnings per share          .09        .13        .17        .16
    Diluted earnings per share        .08        .11        .15        .14

-25-

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 ACXIOM CORPORATION AND SUBSIDIARIES

 Schedule of Valuation and Qualifying Accounts

 Years ended March 31, 1998, 1997 and 1996

(In thousands)

                              Additions                Bad               Balance
               Balance at  charged to    Other     debts      Bad       at
                 beginning   costs and   additions  written    debts    end of
                 of period    expenses    (note)      off    recovered  period
                  ----------  ----------  ---------  -------  ---------  -------

1998:                                                                           
Allowance for                                                               
doubtful                                                                
accounts,                                                               
returns and                                                             
   credits        $ 4,692       3,094        224     4,777      397      3,630
                    =====       =====      =====     =====      ===      =====

1997:                                                                           
Allowance for                                                               
doubtful                                                                
accounts,                                                               
returns and                                                             
   credits        $ 2,230       4,402      4,800     7,044      298      4,686
                    =====       =====      =====     =====      ===      =====

1996:                                                                           
Allowance for                                                               
doubtful                                                                
accounts,                                                               
returns and                                                             
   credits        $ 2,493          150       131       726      182      2,230
                    =====       ======     =====     =====      ===      =====

Note - Other additions in 1998 represent the valuation  accounts acquired in the
     Multinational and STW  acquisitions.  Other additions in 1997 represent the
     valuation  accounts  acquired  in the  Pro CD and DMI  acquisitions.  Other
     additions  in  1996  represent  the  valuation  accounts  acquired  in  the
Generator and DataQuick acquisitions.                                 

-26-

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                                                                         Annex G
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
 20549

FORM 8-A

 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
 PURSUANT TO SECTION 12(b) OR (g) OF THE
 SECURITIES EXCHANGE ACT OF 1934

 CCX NETWORK, INC.
(exact name of registrant as specified in its charter)

 Delaware 71-0581897
 (State of incorporation (I.R.S. Identification No.)
 organization)

301 Industrial Boulevard
Conway, Arkansas 72032
 (Address of principal executive offices including Zip Code)

(501) 329-6836
(Registrant Telephone No. including Area Code)

 Securities to be Registered Pursuant to
 Section 12(b) of the Act:

     Title of each class      Name of each exchange on which
     to be so registered      each class is to be registered
 None                           None

 Securities to be Registered Pursuant to
 Section 12(g) of the Act:

Common Stock, $.10 par value

424B2 567th Page of 635 TOC 1st Previous Next ↓Bottom Just 567th
INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 1.           Description of Registrant's Securities to be Registered.      
         The authorized capital of CCX Network, Inc. (the "Company") consists of
10,000,000  shares of Common  Stock,  $.10 par value,  and  1,000,000  shares of
Preferred Stock, $1.00 par value. At the date of the filing of this Registration
Statement  on Form  8-A,  2,082,496  shares  of  Common  Stock  and no shares of
Preferred Stock are issued and outstanding.                                     
         Holders  of  Common  Stock  are  entitled  to one vote per share on all
questions  presented  for  shareholders'  vote;  the shares are not  entitled to
cumulative  voting  for  election  of  directors.  Holders  of Common  Stock are
entitled to receive  ratably such  dividends,  if any, as may be declared by the
Board of Directors out of funds legally available therefore and after payment of
dividends,  if any, as may be declared  by the Board of  Directors  out of funds
legally  available  therefor and after  payment of dividends on any  outstanding
shares of Preferred Stock.  Upon liquidation of the Company,  such holders would
share equally and ratably in the assets, if any,  remaining after payment of all
debts and liabilities and after satisfaction of the liquidation  preference,  if
any, of any outstanding  shares of Preferred  Stock.  Holders of Common Stock do
not have preemptive,  conversion or redemption rights. The outstanding shares of
Common Stock are validly issued, fully paid and non-assessable.                 
         Under  the  Company's  Certificate  of  Incorporation,   the  power  to
designate  the relative  rights and  preferences  of the power to designate  the
relative rights and preferences of the Preferred Stock, when and if issued,  has
been  delegated  to the Board of  Directors.  Such  rights and  preferences  may
include liquidation  preferences,  redemption and convertibility  rights, voting
rights,  dividends,  etc.  Share of  Preferred  Stock may be issued in  multiple
series, with different rights and preferences, in the discretion of the Board of
Directors. Item 2. Exhibits.                                                    
   I.    1.    Copy of Form of Specimen Certificate  for Common Stock,  $.10 par
value per share, of the Company.                                                

2.    Not applicable.                                         

II. Not applicable.                                                   

424B2 568th Page of 635 TOC 1st Previous Next ↓Bottom Just 568th
 SIGNATURE

         Pursuant to the  requirements of Section 12 of the Securities  Exchange
Act of 1934, the registrant  has duly caused this  registration  statement to be
signed on its behalf by the undersigned, thereto duly authorized.               

                               CCX NETWORK, INC.

                                            By: /s/ Charles D. Morgan, Jr.
                                                  ------------------------------
                                          Charles D. Morgan, Jr.
                                             Chairman of the Board and
                                          Chief Executive Office

Date:  January 25, 1985                                                         

424B2 569th Page of 635 TOC 1st Previous Next ↓Bottom Just 569th
                                                                         Annex H

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20569

----------------------

FORM 8-A

 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
 PURSUANT TO SECTION 12(b) OR (g) OF THE
 SECURITIES EXCHANGE ACT OF 1934

ACXIOM CORPORATION
----------------------------------------------------------
(Exact name of registrant as specified in its charter)

  Delaware                             71-058189
----------------------                  ------------------
(State of incorporation                    (IRS Employer    
    or organization)                     Identification No.)

P. O. Box 2000                            
301 Industrial Boulevard                            
     Conway, Arkansas                       72033-2000
--------------------------------------        ------------------  
(Address of principal executive offices)           (Zip Code)       

If this Form relates to the  registration  of a class of securities  pursuant to
Section  12(b)  of  the  Exchange  Act  and is  effective  pursuant  to  General
Instruction A.(c), please check the following box.                         [   ]

If this Form relates to the  registration  of a class of securities  pursuant to
Section  12(g)  of  the  Exchange  Act  and is  effective  pursuant  to  General
Instruction A.(d), please check the following box.                         [ X ]

Securities Act registration statement file number to which this form relates:   
N/A                                                                             

Securities to be registered pursuant to Section 12(b) of the Act:               

Title of each class                      Name of each exchange on which         
To be so registered                      each class is to be registered         
-------------------                      ------------------------------         
NONE                                           NONE               

Securities to be registered pursuant to Section 12(g) of the Act:               

 Preferred Stock Purchase Rights
--------------------------------------------------------------------------------
(Title of Class)

424B2 570th Page of 635 TOC 1st Previous Next ↓Bottom Just 570th
   Item 1.  Description of Registrant's Securities to be Registered.

                  On  January  28,  1998,  the  Board  of  Directors  of  Acxiom
Corporation, a Delaware corporation (the "Company"),  declared a dividend of one
right (a "Right") for each outstanding share of common stock, par value $.10 per
share ("Common  Stock"),  of the Company held of record at the close of business
on February 9, 1998, (the "Record Time"),  or issued thereafter and prior to the
Separation Time (as hereinafter  defined) and thereafter pursuant to options and
convertible or exchangeable  securities  outstanding at the Separation Time. The
Rights will be issued  pursuant to a Rights  Agreement,  dated as of January 28,
1998 (the  "Rights  Agreement"),  between the Company  and First  Chicago  Trust
Company of New York, as Rights Agent (the "Rights  Agent").  Each Right entitles
its registered  holder to purchase from the Company,  after the Separation Time,
one one-thousandth of a share of Participating  Preferred Stock, par value $1.00
per share ("Preferred Stock"), for $100.00 (the  "Exercise  Price"),  subject to
adjustment. The Preferred Stock is designed so that each one one-thousandth of a
share of Preferred  Stock has economic and voting terms  similar to those of one
share of Common Stock.                                                          

                  The Rights will be evidenced by the Common Stock  certificates
until the close of business on the earlier of (either,  the  "Separation  Time")
(i) the tenth  business day (or such later date as the Board of Directors of the
Company may from time to time fix by resolution  adopted prior to the Separation
Time that would  otherwise have occurred) after the date on which any Person (as
defined in the Rights Agreement)  commences a tender or exchange offer which, if
consummated,  would result in such  Person's  becoming an Acquiring  Person,  as
defined  below,  and  (ii)  the  first  date  (the  "Flip-in  Date")  of  public
announcement  by the Company or an Acquiring  Person that a Person has become an
Acquiring Person;  provided that if the foregoing results in the Separation Time
being prior to the Record Time,  the  Separation  Time shall be the Record Time;
and provided  further that if a tender or exchange  offer  referred to in clause
(i) is cancelled, terminated or otherwise withdrawn prior to the Separation Time
without the purchase of any shares of stock pursuant  thereto,  such offer shall
be deemed never to have been made.                                              

                  An Acquiring Person is any Person having Beneficial  Ownership
(as defined in the Rights Agreement) of 20% or more of the outstanding shares of
Voting  Stock,  which term shall not include (i) the Company,  any  wholly-owned
subsidiary  of the Company or any employee  stock  ownership  or other  employee
benefit plan of the Company,  (ii) any person who is the Beneficial Owner of 20%
or more of the outstanding  Voting Stock as of the date of the Rights  Agreement
or who  shall  become  the  Beneficial  Owner of 20% or more of the  outstanding
Voting  Stock  solely  as a result  of an  acquisition  of  Voting  Stock by the
Company,  until such time as such Person acquires additional Voting Stock, other
than  through a  dividend  or stock  split,  (iii) any  Person  who  becomes  an
Acquiring  Person  without  any plan or intent to seek or affect  control of the
Company if such Person, upon notice by the Company,  promptly divests sufficient
securities such that such 20% or greater Beneficial Ownership ceases or (iv) any
Person who  Beneficially  Owns shares of Voting Stock  consisting  solely of (A)
shares of Voting Stock  acquired  pursuant to the grant or exercise of an option
granted  by the  Company in  connection  with an  agreement  to merge  with,  or
acquire, the Company at a time at which there is no Acquiring Person, (B) shares
of Voting Stock owned by such Person and its  Affiliates  and  Associates at the
time of such grant and (C) shares of Voting Stock,  amounting to less than 1% of
the  outstanding  Voting Stock,  acquired by Affiliates  and  Associates of such
Person  after the                                                               

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time of such grant.  "Voting Stock" means shares of capital stock of the Company
entitled to vote generally in the election of directors.                        

                  The Rights Agreement provides that, until the Separation Time,
the Rights will be transferred with and only with the Common Stock. Common Stock
certificates issued after the Record Time but prior to the Separation Time shall
evidence one Right for each share of Common Stock represented  thereby and shall
contain a legend  incorporating  by reference the terms of the Rights  Agreement
(as such may be amended from time to time).  Notwithstanding  the absence of the
legend, certificates evidencing shares of Common Stock outstanding at the Record
Time shall also  evidence  one Right for each  share of Common  Stock  evidenced
thereby.   Promptly  following  the  Separation  Time,   separate   certificates
evidencing  the  Rights  ("Rights  Certificates")  will be mailed to  holders of
record of Common Stock at the Separation Time.                                  

                  The Rights will not be exercisable  until the Business Day (as
defined in the Rights Agreement)  following the Separation Time. The Rights will
expire on the earliest of (i) the  Exchange  Time (as defined  below),  (ii) the
close of business  on  February 9, 2008,  (iii) the date on which the Rights are
redeemed as described below and (iv) upon the merger of the Company into another
corporation  pursuant to an  agreement  entered  into when there is no Acquiring
Person (in any such case, the "Expiration Time").                               

                  The Exercise Price and the number of Rights outstanding, or in
certain  circumstances  the securities  purchasable upon exercise of the Rights,
are subject to adjustment from time to time to prevent  dilution in the event of
a Common Stock  dividend on, or a subdivision  or a  combination  into a smaller
number of shares of,  Common  Stock,  or the  issuance  or  distribution  of any
securities or assets in respect of, in lieu of or in exchange for Common Stock. 

                  In the event that prior to the Expiration  Time a Flip-in Date
occurs,  the Company  shall take such action as shall be necessary to ensure and
provide that each Right (other than Rights  Beneficially  Owned by the Acquiring
Person or any  affiliate or associate  thereof,  which Rights shall become void)
shall  constitute  the right to purchase  from the  Company,  upon the  exercise
thereof in  accordance  with the terms of the Rights  Agreement,  that number of
shares of Common  Stock or  Preferred  Stock of the Company  having an aggregate
Market  Price (as  defined in the Rights  Agreement),  on the date of the public
announcement  of an Acquiring  Person's  becoming  such (the "Stock  Acquisition
Date") that gave rise to the Flip-in Date, equal to twice the Exercise Price for
an amount in cash equal to the then current Exercise Price.                     

                  In addition, the Board of Directors of the Company may, at its
option, at any time after a Flip-in Date and prior to the time that an Acquiring
Person becomes the Beneficial  Owner of more than 50% of the outstanding  shares
of  Voting  Stock,  elect to  exchange  all (but  not  less  than  all) the then
outstanding Rights (other than Rights Beneficially Owned by the Acquiring Person
or any affiliate or associate  thereof,  which Rights become void) for shares of
Common  Stock at an  exchange  ratio of one  share of Common  Stock  per  Right,
appropriately  adjusted to reflect any stock  split,  stock  dividend or similar
transaction  occurring  after the date of the  Separation  Time  (the  "Exchange
Ratio").  Immediately  upon such action by the Board of Directors (the "Exchange
Time"),  the right to  exercise  the Rights will  terminate  and each Right     

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will thereafter represent only the right to receive a number of shares of Common
Stock equal to the Exchange Ratio.                                              

                  Whenever the Company shall become obligated to issue shares of
Common  Stock upon  exercise of or in exchange for Rights,  the Company,  at its
option,  may substitute  therefor  shares of Preferred  Stock, at a ratio of one
one-thousandth  of a share of Preferred  Stock for each share of Common Stock so
issuable.                                                                       

                  In the event that  prior to the  Expiration  Time the  Company
enters  into,  consummates  or  permits  to occur a  transaction  or  series  of
transactions  after  the time an  Acquiring  Person  has  become  such in which,
directly  or  indirectly,   (i)  the  Company  shall  consolidate  or  merge  or
participate in a binding share exchange with any other Person if, at the time of
the  consolidation,  merger or share  exchange or at the time the Company enters
into an agreement with respect to such consolidation,  merger or share exchange,
the Acquiring Person controls the Board of Directors of the Company, or (ii) the
Company  shall sell or otherwise  transfer  (or one or more of its  subsidiaries
shall  sell or  otherwise  transfer)  directly  or by sale of  stock,  assets or
control  of assets (A)  aggregating  more than 50% of the  assets  (measured  by
either  book  value or fair  market  value)  as of the end of the most  recently
completed fiscal year or (B) generating more than 50% of the operating income or
cash flow during the most recently completed fiscal year, of the Company and its
subsidiaries  (taken as a whole) to any other Person  (other than the Company or
one or more of its wholly  owned  subsidiaries)  or to two or more such  Persons
which are  affiliated  or otherwise  acting in concert,  if, at the time of such
sale or transfer  of assets or at the time the Company (or any such  subsidiary)
enters into an agreement  with respect to such sale or transfer,  the  Acquiring
Person  controls  the  Board  of  Directors  of  the  Company,   then  any  such
transactions or events shall constitute a "Flip-over Transaction or Event" under
the Rights Agreement.                                                           

                  The Company  shall take such action as shall be  necessary  to
ensure, and shall not enter into,  consummate or permit to occur, such Flip-over
Transaction  or Event  until it shall  have  duly  entered  into a  binding  and
enforceable  supplemental  agreement with the Person  engaging in such Flip-over
Transaction or Event or the parent corporation thereof (the "Flip-over Entity"),
for the benefit of the holders of the Rights,  providing, that upon consummation
or  occurrence  of the  Flip-over  Transaction  or Event  (i) each  Right  shall
thereafter  constitute  the right to purchase  from the Flip-over  Entity,  upon
exercise  thereof in  accordance  with the terms of the Rights  Agreement,  that
number of shares of common  stock of the  Flip-over  Entity  having an aggregate
Market  Price  on the  date of  consummation  or  occurrence  of such  Flip-over
Transaction  or Event  equal to twice the  Exercise  Price for an amount in cash
equal to the then current  Exercise  Price and (ii) the  Flip-over  Entity shall
thereafter  be liable  for,  and  shall  assume,  by  virtue  of such  Flip-over
Transaction or Event and such  supplemental  agreement,  all the obligations and
duties of the  Company  pursuant  to the  Rights  Agreement,  but the  Company's
obligations  under the Rights Agreement will not be discharged and will continue
in full. For purposes of the foregoing description,  the term "Acquiring Person"
shall include any Acquiring  Person and its Affiliates and Associates and others
with whom it is acting in concert counted together as a single Person.          

                  The Board of Directors  of the Company may, at its option,  at
any time prior to the close of business on the Flip-in Date, redeem all (but not
less than all) the then outstanding                                             

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Rights at a price of $.01 per Right (the "Redemption Price"), as provided in the
Rights  Agreement.  Immediately upon the action of the Board of Directors of the
Company  electing to redeem the Rights,  without any further  action and without
any notice,  the right to exercise the Rights will terminate and each Right will
thereafter  represent only the right to receive the Redemption Price in cash for
each Right so held.                                                             

                  The  holders  of  Rights  will,  solely  by  reason  of  their
ownership of Rights,  have no rights as stockholders  of the Company,  including
without limitation, the right to vote or to receive dividends.                  

                  The Rights have  certain  anti-takeover  effects and can cause
substantial  dilution  to a person  or group  that  acquires  20% of more of the
Common Stock on terms not approved by the Board of Directors of the Company. The
Rights  should  not,  however,  interfere  with any  merger  or  other  business
combination  that the Board finds to be in the best interests of the Company and
its stockholders  because the Rights can be redeemed by the Board on or prior to
the close of business  on the  Flip-in  Date,  before the  consummation  of such
transaction.                                                                    

                  As of  January 28, 1998,  there were  approximately 52,257,783
shares of  Common Stock  issued and  outstanding.   As long as  the  Rights  are
attached to the Common  Stock,  the  Company  will issue one Right with each new
share of Common Stock so that all such shares will have Rights attached.        

                  The  Rights  Agreement,  the forms of Rights  Certificate  and
Election to Exercise and the form of Certificate of Designation and Terms of the
Participating   Preferred   Stock  are  attached  hereto  as  exhibits  and  are
incorporated  herein by reference.  The foregoing  description  of the Rights is
qualified in its entirety by reference to such exhibits.                        

Item 2.  Exhibits.                                                              

Exhibit No.                Description                                          

   (1)                     Rights  Agreement,  dated as of January 28, 1998 (the
                           "Rights  Agreement"),  between Acxiom Corporation and
                           First  Chicago  Trust  Company of New York, as Rights
                           Agent,  including the forms of Rights Certificate and
                           of Election to Exercise, attached as Exhibit A to the
                           Rights  Agreement,  and the  form of  Certificate  of
                           Designation  and  Terms  of  Participating  Preferred
                           Stock of the  Company,  attached  as Exhibit B to the
Rights Agreement.         

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 SIGNATURE

                  Pursuant to the requirements  of Section 12  of the Securities
Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized.       

                    ACXIOM CORPORATION

                                By:    /s/ Catherine L. Hughes
                                            ------------------------------------
                              Name:    Catherine L. Hughes
                                    Title:   Secretary/General Counsel

Dated: January 29, 1998                                                         

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 EXHIBIT INDEX

Exhibit No.                Description                                          

   (1)                     Rights Agreement, dated as of January 28,  1998  (the
                           "Rights Agreement"),  between Acxiom  Corporation and
                           First Chicago  Trust  Company of  New York, as Rights
                           Agent, including the forms  of Rights Certificate and
                           of Election to Exercise, attached as Exhibit A to the
                           Rights  Agreement  and  the form  of  Certificate  of
                           Designation  and  Terms  of  Participating  Preferred
                           Stock of  the Company, attached  as Exhibit B  to the
Rights Agreement.         

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EXHIBIT 1 

RIGHTS AGREEMENT

 dated as of

January 28, 1998

 between

ACXIOM CORPORATION

 and

 FIRST CHICAGO TRUST COMPANY OF NEW YORK

as Rights Agents

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ARTICLE I     CERTAIN DEFINITIONS ........................................... 2 

     1.1     Certain Definitions ........................................... 2

ARTICLE II    THE RIGHTS .................................................... 9 

     2.1     Summary of Rights ............................................. 9

     2.2     Legend on Common Stock Certificates .......................... 10

     2.3     Exercise of Rights; Separation of Rights ..................... 11

     2.4     Adjustments to Exercise Price; Number of Rights .............. 14

     2.5     Date on Which Exercise is Effective .......................... 15

2.6     Execution, Authentication, Delivery and Dating of           
             Rights Certificates .......................................... 16

     2.7     Registration, Registration of Transfer and Exchange .......... 17

     2.8     Mutilated, Destroyed, Lost and Stolen Rights Certificates .... 18

ARTICLE III   ADJUSTMENTS TO THE RIGHTS IN  THE EVENT OF CERTAIN                
             TRANSACTIONS ................................................. 21

     3.1     Flip-in ...................................................... 21

     3.2     Flip-over .................................................... 24

ARTICLE IV    THE RIGHTS AGENT ............................................. 25 

     4.1     General ...................................................... 25

     4.2     Merger or Consolidation or Change of Name of Rights Agent .... 26

     4.3     Duties of Rights Agent ....................................... 27

     4.4     Change of Rights Agent ....................................... 30

ARTICLE V     MISCELLANEOUS ................................................ 32 

     5.1     Redemption ................................................... 32

     5.2     Expiration ................................................... 32

     5.3     Issuance of New Rights Certificates .......................... 33

     5.4     Supplements and Amendments ................................... 34

     5.5     Fractional Shares ............................................ 34

     5.6     Rights of Action ............................................. 34

     5.7     Holder of Rights Not Deemed a Stockholder .................... 35

     5.8     Notice of Proposed Actions ................................... 35

     5.9     Notices ...................................................... 36

     5.10    Suspension of Exercisability ................................. 37

     5.11    Costs of Enforcement ......................................... 37

     5.12    Successors ................................................... 37

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     5.13    Benefits of this Agreement ................................... 38

     5.14    Determination and Actions by the Board of Directors, etc. .... 38

     5.15    Descriptive Headings ......................................... 38

     5.16    Governing Law ................................................ 38

     5.17    Counterparts ................................................. 39

     5.18    Severability ................................................. 39

EXHIBITS

Exhibit A          Form of Rights Certificate                                   
(Together with Form of                    
Election to Exercise)                     

Exhibit B          Form of Certificate of                                       
Designation and Terms of                  
Participating Preferred Stock             

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RIGHTS AGREEMENT

                  RIGHTS   AGREEMENT  (as  amended  from  time  to  time,   this
"Agreement"),  dated as of January  28,  1998,  between  Acxiom  Corporation,  a
Delaware  corporation  (the  "Company"),  and First Chicago Trust Company of New
York,  as Rights  Agent  (the  "Rights  Agent,"  which term  shall  include  any
successor Rights Agent hereunder).                                              

 WITNESSETH:

                  WHEREAS,  the  Board  of  Directors  of the  Company  has  (a)
authorized  and  declared a dividend of one right  ("Right")  in respect of each
outstanding share of Common Stock (as hereinafter  defined) held of record as of
the close of business on February 9, 1998 (the "Record Time") and (b) authorized
the  issuance of one Right in respect of each share of Common Stock issued after
the Record Time and prior to the Separation Time (as  hereinafter  defined) and,
to the extent  provided in Section 5.3,  each share of Common Stock issued after
the Separation Time;                                                            

                  WHEREAS,  subject to the terms hereof, each Right entitles the
holder thereof, after the Separation Time, to purchase securities of the Company
(or, in certain  cases,  of certain  other  entities)  pursuant to the terms and
subject to the conditions set forth herein; and                                 

                  WHEREAS,  the Company  desires to appoint the Rights  Agent to
act on behalf of the  Company,  and the Rights  Agent is  willing so to act,  in
connection  with the  issuance,  transfer,  exchange and  replacement  of Rights
Certificates (as hereinafter defined),  the exercise of Rights and other matters
referred to herein;                                                             

                  NOW  THEREFORE,  in  consideration  of the  premises  and  the
respective agreements set forth herein, the parties hereby agree as follows:    

 ARTICLE I

 CERTAIN DEFINITIONS

1.1   For purposes  of  this  Agreement, the following  terms  have the  meaning
indicated:                                                                      

                  "Acquiring  Person"  shall mean any  Person who is  Beneficial
Owner of 20% or more of the  outstanding  shares of Voting Stock (as hereinafter
defined);  provided, however, that the term "Acquiring Person" shall not include
any Person  (i) who is the  Beneficial  Owner of 20% or more of the  outstanding
Shares of Common  Stock on the date of this  Agreement  or who shall  become the
Beneficial  Owner (as  hereinafter  defined)  of 20% or more of the  outstanding
shares of Voting  Stock solely as a result of an  acquisition  by the Company of
shares of Voting Stock,  until such time  hereafter or thereafter as any of such
Persons  shall  become  the  Beneficial  Owner  (other  than by means of a stock
dividend or stock split) of any additional  shares of Voting Stock,  (ii) who is
the Beneficial  Owner of 20% or more of the  outstanding  shares of Voting Stock
but who acquired  Beneficial  Ownership  (as  hereinafter  defined) of shares of
Voting Stock without plan or intention to seek or affect control of the Company,
if such Person (as hereinafter  defined),  upon notice by the Company,  promptly
enters  into an  irrevocable  commitment  promptly  to  divest,  and  thereafter
promptly divests (without  exercising or retaining any power,  including voting,
with respect to such shares),  sufficient  shares of Voting Stock (or securities
convertible  into,  exchangeable  into or exercisable  for Voting Stock) so that
such Person ceases to be the Beneficial  Owner of 20% or more of the outstanding
shares of Voting  Stock or (iii) who                                            

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Beneficially  Owns shares of Voting Stock  consisting  solely of one ore more of
(A) shares of Voting Stock  Beneficially Owned pursuant to the grant or exercise
of an  option  granted  to such  Person by the  Company  in  connection  with an
agreement to merge with, or acquire,  the Company at a time at which there is no
Acquiring  Person,  (B) shares of Voting Stock (or securities  convertible into,
exchangeable into or exercisable for Voting Stock),  Beneficially  Owned by such
Person or its Affiliates (as hereinafter  defined) or Associates (as hereinafter
defined) at the time of grant of such  option or (C) shares of Voting  Stock (or
securities convertible into,  exchangeable into or exercisable for Voting Stock)
acquired by  Affiliates  or  Associates  of such  Person  after the time of such
grant, which, in the aggregate, amount to less than 1% of the outstanding shares
of Voting  Stock.  In addition,  the Company,  any wholly owned  Subsidiary  (as
hereinafter  defined) of the Company and any employee  stock  ownership or other
employee benefit plan of the Company or a wholly owned Subsidiary of the Company
shall not be an Acquiring Person.                                               

                  "Affiliate" and "Associate" shall have the respective meanings
ascribed to such terms in Rule 12b-2 under the Securities  Exchange Act of 1934,
as such Rule is in effect on the date of this Agreement.                        

                  A Person shall be deemed the "Beneficial  Owner",  and to have
"Beneficial Ownership" of, and to "Beneficially Own", any securities as to which
such Person or any of such Person's Affiliates or Associates is or may be deemed
to be the beneficial owner pursuant to Rule 13d-3 and 13d-5 under the Securities
Exchange Act of 1934, as such Rules are in effect on the date of this Agreement,
as well as any  securities  as to  which  such  Person  or any of such  Person's
Affiliates or Associates has the right to become the  Beneficial  Owner (whether
such right is  exercisable  immediately  or only  after  the  passage of time or
the occurrence of conditions)   pursuant  to  any   agreement,   arrangement  or
understanding,  or upon the  exercise of  conversion  rights,  exchange  rights,
rights (other than the Rights),  warrants or options,  or  otherwise;  provided,
however,  that a Person shall not be deemed the "Beneficial  Owner",  or to have
"Beneficial  Ownership" of, or to "  Beneficially  Own", any security (i) solely
because such security has been tendered  pursuant to a tender or exchange  offer
made by such Person or any of such Person's  affiliates or Associates until such
tendered  security  is accepted  for payment or exchange or (ii) solely  because
such Person or any of such Person's  Affiliates or Associates  has or shares the
power to vote or direct  the voting of such  security  pursuant  to a  revocable
proxy  given in  response  to a public  proxy or  consent  solicitation  made to
holders of shares of a class of stock of the Company registered under Section 12
of the Securities Exchange Act of 1934, and pursuant to, and in accordance with,
the applicable rules and regulations under the Securities  Exchange Act of 1934,
except if such power, (or the arrangements  relating thereto) is then reportable
under Item 6 of Schedule 13D under the  Securities  Exchange Act of 1934 (or any
similar  provision of a comparable  or  successor  report).  For purposes of the
Agreement,  in determining  the percentage of the  outstanding  shares of Voting
Stock with respect to which a Person is the Beneficial  Owner,  all shares as to
which such Person is deemed the Beneficial Owner shall be deemed outstanding.   

                  "Business  Day"  shall  mean any day  other  than a  Saturday,
Sunday  or a day on  which  banking  institutions  in the  City of New  York are
generally authorized or obligated by law or executive order to close.           

                  "Close of  business"  on any given  date shall mean 5:00 P.M.,
New York City time,                                                             

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on such date or, if such date is not a Business  Day,  5:00 P.M.,  New York City
time, on the next succeeding Business Day.                                      

                  "Common Stock" shall mean  the shares of  Common Stock,  $0.10
per share par value, of the Company.                                            

                  "Control" or "control"  shall mean the  possession,  direct or
indirect,  of the power to direct or cause the direction of the  management  and
policies of a Person,  whether  through the ownership of voting  securities,  by
contract or otherwise.                                                          

                  "Exchange  Time"  shall  mean the time at which  the  right to
exercise the Rights shall terminate pursuant to Section 3.1(c) hereof.          

                  "Exercise  Price"  shall  mean,  as of any date,  the price at
which a holder may purchase the  securities  issuable upon exercise of one whole
Right.  Until  adjustment  thereof  in  accordance  with the terms  hereof,  the
Exercise Price shall equal $100.00.                                             

                  "Expiration Time" shall meant the earliest of (i) the Exchange
Time,  (ii) the Redemption  Time (as  hereinafter  defined),  (iii) the close of
business  on the  tenth-year  anniversary  of the Record  Time and (iv) upon the
merger of the Company into another corporation  pursuant to an agreement entered
into when there is no Acquiring Person.                                         

                  "Flip-in  Date"  shall  mean any  Stock  Acquisition  Date (as
hereinafter  defined) or such earlier or later date as the Board of Directors of
the Company may from time to time fix by resolution adopted prior to the Flip-in
Date that would otherwise have occurred.                                        

                  "Flip-over  Entity," for  purposes of Section 3.2,  shall mean
(i) in the   case of  Flip-over   Transaction or Event (as hereinafter  defined)
described  in clause  (i) of the  definition  thereof,  the Person  issuing  any
securities  into which shares of Common  Stock are being  converted or exchanged
and, if no such  securities are being issued,  the other party to such Flip-over
Transaction  or Event  and (ii) in the case of  Flip-over  Transaction  or Event
referred to in clause (ii) of the definition  thereof,  the Person receiving the
greatest  portion of the  assets or  earning  power  being  transferred  in such
Flip-over  Transaction  or  Event,  provided  in all  cases if such  Person is a
subsidiary  of a  corporation,  the parent  corporation  shall be the  Flip-over
Entity.                                                                         

                  "Flip-over  Stock"  shall mean the class of capital  stock (or
similar  equity  interest)  with the  greatest  voting  power in  respect of the
election of directors (or other persons  similarly  responsible for direction of
the business and affairs) of the Flip-over Entity.                              

                  "Flip-over  Transaction  or Event" shall mean a transaction or
series of transactions  after the time when an Acquiring  Person has become such
in which, directly or indirectly,  (i) the Company shall consolidate or merge or
participate  in a share  exchange  with any other  Person if, at the time of the
consolidation,  merger or share  exchange or at the time the Company enters into
any agreement with respect to any such  conciliation,  merger or share exchange,
the Acquiring Person controls the Board of Directors of the Company, or (ii) the
company  shall sell or otherwise  transfer  (or one or more of its  Subsidiaries
shall  sell or  otherwise  transfer)  directly  or by sale of  stock,  assets or
control  of assets (A)  aggregating  more than 50% of the  assets  (measured  by
either  book  value or fair  market  value)  as of the end of the more  recently
completed fiscal year or (B) generating more than 50% of the operating income or
cash flow during the more recently completed fiscal year, of the Company and its
Subsidiaries  (taken as a whole) to any Person (other than the Company or one or
more of its wholly owned  Subsidiaries)                                         

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or to two or more such Persons  which are  Affiliates or Associates or otherwise
acting in  concert,  if, at the time of the  entry by the  Company  (or any such
Subsidiary)  into an agreement  with respect to such sale or transfer of assets,
the  Acquiring  Person  controls  the Board of  Directors  of the  Company.  For
purposes of the foregoing description, the term "Acquiring Person" shall include
any  Acquiring  Person and its  Affiliates  and  Associates  and  others  acting
directly  or  indirectly  on behalf  of or in  concert  with any such  Acquiring
Person, Affiliate or Associate, counted together as a single Person.            

                  "Market  Price" per share of any  securities on any date shall
mean the  average  of the daily  closing  prices  per  share of such  securities
(determined  as  described  below) on each of the 20  consecutive  Trading  Days
through and including the Trading Day immediately preceding such date; provided,
however,  that if a type of event  analogous  to any of the events  described in
Section 2.4 hereof shall have caused the closing  prices used to  determine  the
Market Price on any Trading Days during such period of 20 Trading Days not to be
fully  comparable  with the closing price on such date because of stock exchange
or  other  trading  adjustments,  each  such  closing  price  so used  shall  be
appropriately  adjusted  in order to make it fully  comparable  with the closing
price on such date.  The closing  price per share of any  securities on any date
shall be the last  reported  sale price,  regular  way, or, in case no such sale
takes place or is quoted on such date,  the average of the closing bid and asked
prices,  regular  way,  for each  share of such  securities,  in either  case as
reported in the principal consolidated transaction reporting system with respect
to securities listed on the principal national  securities exchange on which the
securities  are listed or  admitted  to trading  or, if the  securities  are not
listed or admitted to trading on any national securities  exchange,  as reported
on the NASDAQ  National  Market  System,  or if the  securities are not included
therein  or  reported  thereby,  as  reported  by the  National  Association  of
Securities Dealers, Inc. Automated Quotation System or such other system then in
use, or, if any such date the  securities  are not listed or admitted to trading
on any  national  securities  exchange  or  quoted by any such  organization  or
system,  the  average of the  closing  bid and asked  prices as  furnished  by a
professional  market  maker  making a market in the  securities  selected by the
Board of Directors of the Company;  provided,  however, that if on any such date
the  securities  are not listed or admitted to trading on a national  securities
exchange or quoted in the  over-the-counter  market, the closing price per share
of such  securities  on such date as  determined  in good  faith by the Board of
Directors  of the  Company,  after  consultation  with a  nationally  recognized
investment banking firm, and set forth in a certificate  delivered to the Rights
Agent.                                                                          

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                  "Person"  shall  mean  any  individual,   firm,   partnership,
association,  group (as such  term is used in Rule  13d-5  under the  Securities
Exchange Act of 1934,  as such Rule is in effect on the date of the  Agreement),
corporation or other entity.                                                    

                  "Preferred  Stock"  shall  mean the  series  of  Participating
Preferred  Stock,  par value  $1.00  per  share,  of the  Company  created  by a
Certificate  of  Designation  and Terms in  substantially  the form set forth in
Exhibit B hereto appropriately completed.                                       

                  "Redemption  Price"  shall  mean an  amount  equal to one cent
($0.01) per Right, as such amount may be  appropriately  adjusted to reflect any
stock split,  stock  dividend or similar  transaction  occurring  after the date
hereof.                                                                         

                  "Redemption  Time"  shall  mean the time at which the right to
exercise the Rights shall terminate pursuant to Section 5.1 hereof.             

                  "Separation  Time"  shall  mean the close of  business  on the
earlier  of (i) the  tenth Business  Day (or  such later date  as the   Board of
Directors of the Company may from time to time fix by  resolution  adopted prior
to the Separation  Time that would  otherwise  have occurred)  after the date on
which any Person  commences a tender or exchange  offer which,  if  consummated,
would result in such Person's  becoming an Acquiring Person and (ii) the Flip-in
Date; provided, that if the foregoing results in the Separation Time being prior
to the Record Time,  the  Separation  Time shall be the Record Time and provided
further,  that if any tender or exchange offer referred to in clause (i) of this
paragraph  is  cancelled,   terminated  or  otherwise  withdrawn  prior  to  the
Separation  Time  without the  purchase of any shares of Voting  Stock  pursuant
thereto,  such offer shall be deemed,  for purposes of this paragraph,  never to
have been made.                                                                 

                  "Stock  Acquisition  Date" shall mean the first date of public
announcement  by the  Company or an  Acquiring  Person  (by any  means)  that an
Acquiring  Person has become such,  provided such Person  otherwise comes within
the definition of an "Acquiring Person" hereinabove set forth.                  

                  "Subsidiary"   of  any   specified   Person   shall  mean  any
corporation  or other  entity of which a  majority  of the  voting  power of the
equity  securities or a majority of the equity interest is  Beneficially  Owned,
directly or indirectly, by such Person.                                         

                  "Trading Day," when used with respect to any securities, shall
mean a day on which the  principal  national  securities  exchange or  quotation
system on which such securities are listed or traded is open for the transaction
of  business  or, if such  securities  are not listed or traded on any  national
securities exchange or quotation system, a Business Day.                        

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                  "Voting  Stock" means  shares of capital  stock of the Company
entitled to vote generally in the election of directors.                        

ARTICLE II

THE RIGHTS

2.1   As soon as  practicable  after the Record  Time,  the Company  will mail a
letter  summarizing  the terms of the Rights to each  holder of record of Common
Stock as of the Record Time, at such holder's address as shown by the records of
the Company.                                                                    

2.2    Certificates  for the Common Stock issued after the Record Time but prior
to the  Separation  Time shall evidence one Right for each share of Common Stock
represented  thereby and shall have  impressed  on,  printed  on,  written on or
otherwise affixed to them the following legend:                                 

                  Until the Separation Time (as defined in the Rights  Agreement
referred to below),  this  certificate  also  evidences  and entitles the holder
hereof to certain Rights as set forth in a Rights Agreement, dated as of January
28, 1998,  (as such may be amended from time to time,  the "Rights  Agreement"),
between Acxiom  Corporation  (the  "Company") and First Chicago Trust Company of
New York, as Rights Agent, the terms of which are hereby  incorporated herein by
reference and a copy of which is on file at the principal  executive  offices of
the Company. Under certain circumstances,  as set forth in the Rights Agreement,
such Rights may be  redeemed,  may be  exchanged  for shares of Common  Stock or
other  securities or assets of the Company or a Subsidiary  of the Company,  may
expire,  may  become  void (if they are  "Beneficially  Owned" by an  "Acquiring
Person" or an Affiliate or Associate  thereof,  as such terms are defined in the
Rights  Agreement,  or by any  transferee  of any  of the  foregoing)  or may be
evidenced  by  separate                                                         

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certificates  and may no longer be  evidenced by this  certificate.  The Company
will mail or arrange  for the mailing of a copy of the Rights  Agreement  to the
holder of this certificate  without charge within five days after the receipt of
a written request therefor.                                                     

                  Certificates  representing  shares  of Common  Stock  that are
issued and  outstanding  at the Record  Time shall  evidence  one Right for each
share of Common  Stock  evidenced  thereby  notwithstanding  the  absence of the
foregoing legend.                                                               

2.3  Exercise of Rights; Separation of Rights.                                  

     (a)  Subject to Sections  3.1, 5.1 and 5.10  and subject to  adjustment  as
herein  set  forth,  each  Right will  entitle  the  holder  thereof,  after the
Separation Time and prior to the Expiration Time, to purchase,  for the Exercise
Price, one one-thousandth of a share of Preferred Stock.                        

     (b)  Until the Separation Time, (i) no Right may be exercised and (ii) each
Right will be evidenced by the  certificate  for the associated  share of Common
Stock  (together,  in the case of certificates  issued prior to the Record Time,
with the letter mailed to the record holder thereof pursuant to Section 2.1) and
will be  transferable  only together with, and will be transferred by a transfer
(whether with or without such letter) of, such associated  share.               

     (c)  Subject to the  terms hereof,  after the Separation  Time and prior to
the Expiration Time, the Rights (i) may be exercised and (ii) may be transferred
independent of shares of Common Stock.  Promptly  following the Separation Time,
the Rights  Agent will mail to each  holder of record of Common  Stock as of the
Separation Time (other than any Person whose Rights have become void pursuant to
Section 3.1(b)), at such holder's address as shown                              

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by the records of the Company (the Company hereby  agreeing to furnish copies of
such records to the Rights Agent for this purpose), (x) a certificate (a "Rights
Certificate")  in  substantially  the form of  Exhibit  A  hereto  appropriately
completed,  representing  the  number  of  Rights  held  by such  holder  at the
Separation Time and having such marks of  identification or designation and such
legends,  summaries  or  endorsements  printed  thereon as the  Company may deem
appropriate and as are not  inconsistent  with the provisions of this Agreement,
or as may be required to comply with any law or with any rule or regulation made
pursuant  thereto  or with any rule or  regulation  of any  national  securities
exchange or quotation system on which the Rights may from time to time be listed
or traded, or to conform to usage, and (y) a disclosure statement describing the
Rights.                                                                         

     (d)  Subject to  the terms hereof, Rights  may be exercised on any Business
Day after the Separation  Time and prior to the Expiration Time by submitting to
the Rights Agent the Rights Certificate  evidencing such Rights with an Election
to Exercise (an  "Election to Exercise")  substantially  in the form attached to
the Rights  Certificate  duly  completed,  accompanied by payment in cash, or by
certified  or  official  bank check or money  order  payable to the order of the
Company, of a sum equal to the Exercise Price multiplied by the number of Rights
being  exercised and a sum  sufficient to cover any transfer tax or charge which
may be payable in respect of any  transfer  involved in the transfer or delivery
of Rights Certificates or the issuance or delivery of certificates for shares or
depositary  receipts  (or both) in a name  other  than that of the holder of the
Rights  being  exercised.                                                       

     (e)  Upon  receipt  of a Rights  Certificate,  with an Election to Exercise
accompanied by payment as set forth in Section 2.3(d),  and subject to the terms
hereof, the                                                                     

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Rights Agent will thereupon  promptly (i)(A)  requisition  from a transfer agent
stock  certificates  evidencing such number of shares or other  securities to be
purchased (the Company hereby  irrevocably  authorizing  its transfer  agents to
comply with all such  requisitions)  and (B) if the Company  elects  pursuant to
Section  5.5  not  to  issue   certificates   representing   fractional  shares,
requisition  from the  depositary  selected by the Company  depositary  receipts
representing  the  fractional  share to be  purchased  or  requisition  from the
Company the amount of cash to be paid in lieu of fractional shares in accordance
with  Section  5.5 and  (ii)  after  receipt  of such  certificates,  depositary
receipts  and/or cash,  deliver the same to or upon the order of the  registered
holder of such Rights  Certificate,  registered (in the case of  certificates or
depositary  receipts) in such name or names as may be designated by such holder.

     (f)  In case the holder  of any  Rights  shall  exercise  less than all the
Rights evidenced by such holder's Rights  Certificate,  a new Rights Certificate
evidencing the Rights  remaining  unexercised will be issued by the Rights Agent
to such holder or to such  holder's  duly  authorized  assigns.                 

     (g) The Company  covenants and agrees that it will (i) take all such action
as may be necessary to ensure that all shares  delivered upon exercise of Rights
shall, at the time of delivery of the  certificates  for such shares (subject to
payment of the  Exercise  Prices),  be duly and  validly  authorized,  executed,
issued and delivered and fully paid and nonassessable; (ii) take all such action
as may be necessary to comply with any applicable requirements of the Securities
Act of  1933  or the  Securities  Exchange  Act  of  1934,  and  the  rules  and
regulations  thereunder,  and any other  applicable law, rule or regulation,  in
connection  with the issuance of any shares upon  exercise of Rights;  and (iii)
pay when due and payable any and all federal and state transfer                 

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taxes and charges  which may be payable in respect of the  original  issuance or
delivery of the Rights Certificates or of any shares issued upon the exercise of
Rights,  provided that the Company shall not be required to pay any transfer tax
or charge  which may be  payable  in respect  of any  transfer  involved  in the
transfer  of  delivery  of Rights  Certificates  or the  issuance or delivery of
certificates  for  shares in a name  other than that of the holder of the Rights
being  transferred or exercised.                                                

2.4  Adjustments to Exercise Price; Number of Rights.                           

     (a) In the event the  Company  shall at any time after the Record Time  and
prior to the  Separation  Time (i)  declare  or pay a dividend  on Common  Stock
payable in Common Stock,  (ii) subdivide the  outstanding  Common Stock or (iii)
combine the  outstanding  Common Stock into a smaller number of shares of Common
Stock,  (x) the Exercise Price in effect after such  adjustment will be equal to
the Exercise Price in effect immediately prior to such adjustment divided by the
number of shares of Common Stock (the  "Expansion  Factor") that a holder of one
share of  Common  Stock  immediately  prior  to such  dividend,  subdivision  or
combination  would hold  thereafter as a result  thereof and (y) each Right held
prior  to such  adjustment  will  become  that  number  of  Rights  equal to the
Expansion  Factor,  and the  adjusted  number  of  Rights  will be  deemed to be
distributed  among the shares of Common Stock with respect to which the original
Rights were  associated  (if they remain  outstanding)  and the shares issued in
respect of such dividend, subdivision or combination, so that each such share of
Common Stock will have  exactly one Right  associated  with it. Each  adjustment
made  pursuant to this  paragraph  shall be made as of the payment or  effective
date for the applicable dividend, subdivision or combination.                   

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                  In the event the  Company  shall at any time  after the Record
Time and prior to the Separation Time issue any shares of Common Stock otherwise
than in a transaction referred to in the preceding paragraph, each such share of
Common Stock so issued shall  automatically  have one new Right  associated with
it, which Right shall be evidenced by the certificate  representing  such share.
To the extent  provided in Section 5.3, Rights shall be issued by the Company in
respect of shares of Common  Stock that are issued or sold by the Company  after
the Separation Time.                                                            

     (b)  In the event the  Company  shall at any time after the Record Time and
prior to the  Separation  Time issue or distribute  any  securities or assets in
respect of, in lieu of or in exchange for Common Stock (other than pursuant to a
regular  periodic  cash  dividend  or a dividend  paid  solely in Common  Stock)
whether by dividend,  in a reclassification or  recapitalization  (including any
such  transaction  involving  a merger,  consolidation  or share  exchange),  or
otherwise,  the Company  shall make such  adjustments,  if any, in the  Exercise
Price,  number of Rights and/or  securities or other property  purchasable  upon
exercise  of  Rights  as the  Board of  Directors  of the  Company,  in its sole
discretion,  may  deem  to be  appropriate  under  the  circumstances  in  order
adequately  to protect the  interests  of holders of Rights  generally,  and the
Company and the Rights Agent shall amend this  Agreement as necessary to provide
for such adjustments.                                                           

     (c)  Each adjustment  to the  Exercise Price made  pursuant to this Section
2.4 shall be  calculated  to the nearest  cent.  Whenever an  adjustment  to the
Exercise  Price is made  pursuant to this  Section  2.4,  the Company  shall (i)
promptly  prepare  a  certificate  setting  forth  such  adjustment  and a brief
statement of the facts accounting for such  adjustment,  (ii) promptly          

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file with the Rights Agent and with each  transfer  agent for the Common Stock a
copy of such  certificate  and (iii) mail a brief summary thereof to each holder
of Rights.                                                                      

     (d)  Irrespective  of any adjustment or change in the  securities  purchase
upon exercise of the Rights, the Rights Certificates  theretofore and thereafter
issued  may  continue  to  express  the  securities  so  purchasable  which were
expressed in the initial Rights Certificates issued hereunder.                  

2.5   Date on Which  Exercise  is  Effective.  Each  person  in  whose  name any
certificate  for  shares is issued  upon the  exercise  of Rights  shall for all
purposes be deemed to have become the holder of record of the shares represented
thereby on, and such certificate  shall be dated, the date upon which the Rights
Certificate  evidencing  such  Rights was duly  surrendered  and  payment of the
Exercise Price for such Rights (and any applicable taxes and other  governmental
charges payable by the exercising holder hereunder) was made; provided, however,
that if the date of such  surrender  and  payment is a date upon which the stock
transfer  books of the Company are closed,  such person  shall be deemed to have
become the record  holder of such  shares  on,  and such  certificates  shall be
dated, the next succeeding Business Day on which the stock transfer books of the
Company are open.                                                               

2.6  Execution, Authentication, Delivery and Dating of Rights Certificates.     

     (a)  The Rights Certificates shall be  executed on behalf of the Company by
its Chief Executive Officer,  President,  Chief Operations Officer or one of its
Vice  Presidents,  under its corporate seal reproduced  thereon  attested by its
Secretary or one of its  Assistant  Secretaries.  The  signature of any of these
officers on the Rights Certificates may be manual or facsimile.                 

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                  Rights Certificates bearing the manual or facsimile signatures
of  individuals  who were at any time the proper  officers of the Company  shall
bind the  Company,  notwithstanding  that such  individuals  or any of them have
ceased to hold such officer prior to the  countersignature  and delivery of such
Rights Certificates.                                                            

                  Promptly after the Company learns of the Separation  Time, the
Company  will notify the Rights Agent of such  Separation  Time and will deliver
Rights   Certificates   executed  by  the  Company  to  the  Rights   Agent  for
countersignature,  and,  subject  to Section  3.1(b),  the  Rights  Agent  shall
manually  countersign and deliver such Rights Certificates to the holders of the
Rights pursuant to Section 2.3(c) hereof.  No Rights  Certificate shall be valid
for any purpose unless manually countersigned by the Rights Agent.              

     (b)  Each  Rights Certificate  shall be  date the  date of countersignature
thereof.                                                                        

2.7  Registration, Registration of Transfer and Exchange.                       

     (a)  After  the  Separation  Time,  the  Company  will  cause  to  be  kept
register  (the  "Rights   Register")  in  which,   subject  to  such  reasonable
regulations as it may prescribe,  the Company will provide for the  registration
and transfer of Rights.  The Rights Agent is hereby appointed "Rights Registrar"
for  the  purpose  of  maintaining  the  Rights  Register  for the  Company  and
registering  Rights and transfers of Rights after the Separation  Time as herein
provided.  In the event that the Rights Agent will have the right to examine the
Rights Register at all reasonable times after the Separation Time.              

                  After the  Separation  Time and prior to the  Expiation  Time,
upon  surrender  for   registration  of  transfer  or  exchange  of  any  Rights
Certificate,  and  subject  to the  provisions  of                              

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Section  2.7(c) and (d),  the Company  will  execute,  and the Rights Agent will
countersign and deliver, in the name of the holder or the designated  transferee
or transferees,  as required pursuant to the holder's instructions,  one or more
new Rights  Certificates  evidencing the same aggregate  number of Rights as did
the Rights Certificate so surrendered.                                          

     (b) Except as otherwise  provided in Section 3.1(b), all Rights issued upon
any  registration  of transfer or exchange of Rights  Certificates  shall be the
valid obligations of the Company,  and such Rights shall be entitled to the same
benefits under this Agreement as the Rights  surrendered upon such  registration
of transfer or exchange.                                                        

     (c) Every Rights  Certificate  surrendered for  registration of transfer or
exchange  shall be duly endorsed,  or be accompanied by a written  instrument of
transfer in form  satisfactory  to the Company or the Rights Agent,  as the case
may be,  duly  executed by the holder  thereof or such  holder's  attorney  duly
authorized  in  writing.  As a  condition  to the  issuance  of any  new  Rights
Certificate under this Section 2.7, the Company may require the payment of a sum
sufficient to cover any tax or other governmental  charge that may be imposed in
relation thereto.                                                               

     (d) The Company  shall not be required to register the transfer or exchange
of any Rights  after such Rights have become  void under  Section  3.1(b),  been
exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1.

2.8  Mutilated, Destroyed, Lost and Stolen Rights Certificate.                  

     (a) If any mutilated Rights  Certificate is surrendered to the Rights Agent
prior to the  Expiration  Time,  then,  subject to Section  3.1(b) and 5.1,  the
Company  shall  execute and                                                     

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the Rights Agent shall countersign and deliver in exchange therefor a new Rights
Certificate evidencing the same number of Right as did the Rights Certificate so
surrendered.                                                                    

     (b) If there shall be  delivered  to the Company and the Rights Agent prior
to the Expiration Time (i) evidence to their  satisfaction  of the  destruction,
loss or theft of any Rights  Certificate  and (ii) such security or indemnity as
may be required by them to save each of them and any of their  agents  harmless,
then,  subject  to Section  3.1(b)  and 5.1 and in the  absence of notice to the
Company or the Rights Agent that such Rights  Certificate has been acquired by a
bona fide  purchaser,  the Company shall execute and upon its request the Rights
Agent shall  countersign  and deliver,  in lieu of any such  destroyed,  lost or
stolen  Rights  Certificate,  a new Rights  Certificate  so  destroyed,  lost or
stolen.                                                                         

     (c) As a condition to the issuance of any new Rights Certificate under this
Section  2.8, the Company may require the payment of a sum  sufficient  to cover
any tax or other governmental charge that may be imposed in relation thereto and
any  other  expenses  (including  the fees and  expenses  of the  Rights  Agent)
connected  therewith.                                                           

     (d) Every new Rights  Certificate  issued  pursuant to this  Section 2.8 in
lieu of any  destroyed,  lost or stolen  Rights  Certificate  shall  evidence an
original additional  contractual  obligation of the Company,  whether or not the
destroyed, lost or stolen Rights Certificate shall be at any time enforceable by
anyone,  and shall be entitled to all the benefits of this Agreement equally and
proportionately with any and all other Rights duly issued hereunder.            

2.9 Persons Deemed Owners. Prior to due presentment of a Rights Certificate (or,
prior to the  Separation  Time,  the associated  Common Stock  Certificate)  for
registration  of                                                                

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transfer,  the  Company,  the Rights  Agent and any agent of the  Company or the
Rights Agent may deem and treat the person in whose name such Rights Certificate
(or, prior to the Separation Time, such Common Stock  certificate) is registered
as the  absolute  owner  thereof  and of the Rights  evidenced  thereby  for all
purposes whatsoever,  including the payment of the Redemption Price, and neither
the  Company  nor the  Rights  Agent  shall be  affected  by any  notice  to the
contrary. As used in the Agreement,  unless the context otherwise requires,  the
term "holder" of any Rights shall mean the registered holder of such Rights (or,
prior to the Separation Time, the associated shares of Common Stock).           

2.10  Delivery  and  Cancellation  of  Certificates.   All  Rights  Certificates
surrendered  upon exercise or for registration of transfer or exchange shall, if
surrendered  to any person  other than the Rights  Agent,  be  delivered  to the
Rights Agent and, in any case, shall be promptly  cancelled by the Rights Agent.
The Company may at any time  deliver to the Rights  Agent for  cancellation  any
Rights Certificate  previously  countersigned and delivered  hereunder which the
Company may have acquired in any manner  whatsoever,  and all Rights Certificate
so  delivered  shall be  promptly  cancelled  by the  Rights  Agent.  No  Rights
Certificate  shall be  countersigned  in lieu of or in  exchange  for any Rights
Certificate  cancelled  as provided in this  Section  2.10,  except as expressly
permitted by this Agreement. The Rights Agent shall destroy all cancelled Rights
Certificate  and deliver a  certificate  of  destruction  to the  Company.      

2.11  agreement of Rights Holders.  Every holder of Rights by accepting the same
consents  and agrees with the Company and the Rights  Agent and with every other
holder of Rights  that:                                                         

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     (a) Prior to the  Separation  Time,  each Right will be  transferable  only
together with, and will be transferred by a transfer of, the associated share of
Common Stock;                                                                   

     (b) After the Separation Time, the Rights  Certificate will be transferable
only on the Rights Register as provided herein;                                 

     (c) Prior to due  presentment  of a Rights  Certificate  (or,  prior to the
Separation  Time, the associated  Common Stock  certificate) for registration of
transfer,  the  Company,  the Rights  Agent and any agent of the  Company or the
Rights Agent may deem and treat the person in whose name the Rights  Certificate
(or, prior to the Separation Time, the associated  Common Stock  certificate) is
registered as the absolute owner thereof and of the Rights evidenced thereby for
all purposes  whatsoever,  and neither the Company nor the Rights Agent shall be
affected by any notice to the contrary;                                         

     (d)  Rights   beneficially   owned  by  certain  Persons  will,  under  the
circumstances  set forth in Section 3.1(b),  become void; and                   

     (e)  This  Agreement  may be  supplemented  or  amended  from  time to time
pursuant to Section 2.4(b) or 5.4 hereof.                                       

 ARTICLE III

ADJUSTMENTS TO THE RIGHTS IN

 THE EVENT OF CERTAIN TRANSACTIONS

3.1  Flip-in                                                                    

     (a) In the event that  prior to the  Expiration  Time a Flip-in  Date shall
occur,  the Company  shall take such action as shall be  necessary to ensure and
provide  that,  except  as                                                      

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provided in this Section 3.1, each Right shall  constitute the right to purchase
from the Company, upon exercise thereof in accordance with the terms hereof (but
subject  to  Section  5.10),  that  number of shares of Common  Stock  having an
aggregate Market Price on the Stock Acquisition Date equal to twice the Exercise
Price  for an amount  in cash  equal to the  Exercise  Price  (such  right to be
appropriately  adjusted  in order to protect  the  interests  of the  holders of
Rights  generally in the event that on or after such Stock  Acquisition  Date an
event of a type  analogous to any of the events  described in Section  2.4(a) or
(b) shall have occurred with respect to the Common Stock).                      

     (b) Notwithstanding the foregoing, any Rights that are or were Beneficially
Owned on or after  the  Stock  Acquisition  Date by an  Acquiring  Person  or an
Affiliate or Associate thereof or by any transferee,  direct or indirect, of any
of the  foregoing  shall  become void and any holder of such  Rights  (including
transferees)  shall thereafter have no right to exercise or transfer such Rights
under any provision of this  Agreement.  If any Rights  Certificate is presented
for assignment or exercise and the Person  presenting the same will not complete
the  certification  set forth at the end of the form or  assignment or notice of
election to exercise and provide such additional evidence of the identity of the
Beneficial Owner and its Affiliates and Associates (or former  Beneficial Owners
and their  Affiliates and Associates) as the Company shall  reasonably  request,
then the Company shall be entitled  conclusively  to deem the  Beneficial  Owner
thereof to be an Acquiring  Person or an  Affiliate  or  Associate  thereof or a
transferee  of any  of the  foregoing  and  accordingly  will  deem  the  Rights
evidenced thereby to be void and not transferable or exercisable.               

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     (c) The Board of Directors  of the Company may, at its option,  at any time
after a Flip-in Date and prior to the time that an Acquiring  Person becomes the
Beneficial  owner of more than 50% of the  outstanding  shares  of Voting  Stock
elect to exchange all (but not less than all) the then outstanding Rights (which
shall not include  Rights that have become void  pursuant to the  provisions  of
Section  3.1(b)) for shares of Common Stock at an exchange ratio of one share of
Common Stock per Right, appropriately adjusted in order to protect the interests
of holders of Rights  generally in the event that after the  Separation  Time an
event of a type  analogous to any of the events  described in Section  2.4(a) or
(b) shall have occurred with respect to the Common Stock (such  exchange  ratio,
as adjusted from time to time,  being  hereinafter  referred to as the "Exchange
Ratio").                                                                        

                  Immediately upon the  action of the Board of Directors  of the
Company electing to exchange the Rights,  without any further action and without
any notice,  the right to  exercise  the Rights  will  terminate  and each Right
(other  than Rights that have  become  void  pursuant  to Section  3.1(b),  will
thereafter  represent  only the  right to  receive  a number of shares of Common
Stock equal to the  Exchange  Ratio.  Promptly  after the action of the Board of
Directors electing to exchange the Rights, the Company shall give notice thereof
(specifying  the steps to be taken to receive shares of Common Stock in exchange
for Rights) to the Rights Agent and the holders of the Rights (other than Rights
that have become void pursuant to Section 3.1(b)) outstanding  immediately prior
thereto by mailing such notice in accordance with Section 5.9.                  

                  Each Person in whose name any certificate for shares is issued
upon the  exchange of Rights  pursuant to the Section  3.1(c) or Section  3.1(d)
shall for all  purposes  be deemed to have  become  the  holder or record of the
shares  represented  thereby on, and such  certificate  shall                   

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be dated, the date upon which the Rights Certificate  evidencing such Rights was
duly  surrendered  and payment of any  applicable  taxes and other  governmental
charges  by the  holder was made;  provided,  however,  that if the date of such
surrender  and  payment  is a date upon  which the stock  transfer  books of the
Company are closed, such Person shall be deemed to have become the record holder
of such  shares on, and such  certificate  shall be dated,  the next  succeeding
Business Day on which the stock transfer books of the Company are open.         

     (d) Whenever the Company shall become obligated under Section 3.1(a) or (c)
to issue shares of Common Stock upon exercise of or in exchange  for Rights, the
Company,  at its option, may substitute therefor shares of Preferred Stock, at a
ratio of  one-thousandth  of a share of Preferred Stock for each share of Common
Stock so issuable, appropriately adjusted to protect interests of the holders of
the Rights  generally to reflect any event of this type  analogous to any of the
events  described in Section 2.4 (a) or (b) which may have occurred with respect
to the Common Stock.                                                            

     (e)  In the event  that there  shall not be  sufficient treasury  shares or
authorized but unissued shares of Common Stock or Preferred Stock of the Company
to permit the  exercise  or exchange  in full of the Rights in  accordance  with
Section  3.1(a)  or  (c),  the  Company  shall  either  (1)  call a  meeting  of
Stockholders  seeking  approval  to cause  sufficient  additional  shares  to be
authorized (provided that if such approval is not obtained the Company will take
the action  specified in clause (ii) of this  sentence) or (ii) take such action
as shall be  necessary  to  ensure  and  provide,  to the  extent  permitted  by
applicable  law and  any  agreements  or  instruments  in  effect  on the  Stock
Acquisition  Date to which it is a  party,  that  each  Right  shall  thereafter
constitute  the right to receive,  (x) at the  Company's  option,  either (A) in
return for the Exercise Price,  debt or                                         

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equity securities or other assets (or a combination thereof) having a fair value
equal to twice the  Exercise  Price,  or (B)  without  payment of  consideration
(except as otherwise  required by applicable law), debt or equity  securities or
other  assets  (or a  combination  thereof)  having  a fair  value  equal to the
Exercise  Price,  or (y) if the  Board of  Directors  of the  Company  elects to
exchange the Rights in accordance with Section 3.1(c), debt or equity securities
or other  assets (or a  combination  thereof)  having a fair value  equal to the
product of the Market Price of a share of Common Stock on the Flip-in Date times
the Exchange Ratio in effect on the Flip-in Date, where in any case set forth in
(x) or (y) above  the fair  value of such  debt or  equity  securities  or other
assets  shall be as  determined  in good faith by the Board of  Directors of the
Company,  after  consultation with a nationally  recognized  investment  banking
firm.                                                                           

3.2 Flip-over                                                                   

     (a)  Prior to the  Expiration Time,  the  Company shall  not enter into any
agreement  with  respect to, or  consummate  or permit to occur,  any  Flip-over
Transaction  or Event unless and until it shall have duly entered into a binding
and  enforceable  supplemental  agreement  with the  Flip-over  Entity,  for the
benefit of the holders of the  Rights,  providing  that,  upon  consummation  or
occurrence or the Flip-over Transaction or Event (i) each Right shall thereafter
constitute  the right to  purchase  from the  Flip-over  Entity,  upon  exercise
thereof in accordance with the terms hereof,  that number of shares of Flip-over
Stock of the Flip-over  Entity  having an aggregate  Market Price on the date of
consummation or occurrence of such Flip-over Transaction or Event Equal to twice
the Exercise Price for an amount in cash equal to the Exercise Price (such right
to be appropriately adjusted in order to protect the interests of the holders of
Rights generally in the event that after such date of consummation or occurrence
an event of a type                                                              

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analogous  to any of the events  described  in Section  2.4(a) or (b) shall have
occurred  with respect to the  Flip-over  Stock) and (ii) the  Flip-over  Entity
shall  thereafter be liable for, and shall assume,  by virtue of such  Flip-over
Transaction or Event and such  supplemental  agreement,  all the obligations and
duties of the Company pursuant to this Agreement,  but the Company's obligations
under this  Agreement  shall not be discharged  and shall  continue in full. The
provisions of this Section 3.2 shall apply to successive Flip-over  Transactions
or Events.                                                                      

     (b)  Prior to the  Expiration Time, the Company  shall not  enter  into any
agreement  with  respect to, or  consummate  or permit to occur,  any  Flip-over
Transaction  or Event of at the time thereof  there are any rights,  warrants or
securities outstanding or any other arrangements, agreements or instruments that
would  eliminate  or  otherwise  diminish in any  material  respect the benefits
intended to be afforded by this Rights  Agreement  to the holders of Rights upon
consummation of such transaction. ARTICLE IV THE RIGHTS AGENT                   

4.1     General                                                                 

     (a) The Company  hereby  appoints  the Rights Agent to act as agent for the
Company in accordance with the terms and conditions hereof, and the Rights Agent
hereby accepts such  appointment.  The Company agrees to pay to the Rights Agent
reasonable compensation for all services rendered by it hereunder and, from time
to time, on demand of the Rights Agent, its reasonable expenses and counsel fees
and other  disbursements  incurred in the  administration  and execution of this
Agreement and the exercise and performance of its duties                        

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hereunder.  The Company  also agrees to  indemnify  the Rights Agent for, and to
hold it harmless  against,  any loss,  liability,  or expense,  incurred without
negligence, bad faith or willful misconduct on the part of the Rights Agent, for
anything done or omitted to be done by the Rights Agent in  connection  with the
acceptance  and  administration  of this  Agreement,  including  the  costs  and
expenses of defending against any claim of liability.                           

     (b) The Rights Agent shall be protected and shall incur no liability for or
in respect of any action taken, suffered or omitted by it in connection with its
administration of this Agreement in reliance upon any certificate for securities
purchasable upon exercise of Rights,  Rights Certificate,  certificate for other
securities  of the Company,  instrument  of  assignment  or  transfer,  power of
attorney,   endorsement,   affidavit,   letter,  notice,   direction,   consent,
certificate,  statement or other paper or document  believed by it to be genuine
and to be signed,  executed and, where necessary,  verified or acknowledged,  by
the proper person or persons.                                                   

4.2  Merger or Consolidation or Change of Name of Rights Agent.                 

     (a) Any  corporation  into which the Rights Agent or any  successor  Rights
Agent may be merged or with  which it may be  consolidated,  or any  corporation
resulting  from any merger or  consolidation  to which the  rights  Agent or any
successor  Rights  Agent  is a  party,  or  any  corporation  succeeding  to the
stockholder services business of the rights Agent or any successor Rights Agent,
will be the  successor  to the Rights  Agent  under this  Agreement  without the
execution  or filing of any paper or any  further  act on the part of any of the
parties hereto, provided that such corporation would be eligible for appointment
as a successor Rights Agent under the provisions of Section 4.4 hereof.  In case
at the time such  successor  Rights Agent succeeds to the agency created by this
Agreement  any of the  Rights  Certificates  have  been                         

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countersigned  but not delivered,  any such successor Rights Agent may adopt the
countersignature  of the  predecessor  Rights  Agent  and  deliver  such  Rights
Certificates  so  countersigned;  and in  case at that  time  any of the  Rights
Certificates  have  not  be  countersigned,   any  successor  Rights  Agent  may
countersign  such  Rights  Certificates  either  in the name of the  predecessor
Rights Agent or in the name of the successor Rights Agent; and in all such cases
such  Rights  Certificates  will  have the full  force  provided  in the  Rights
Certificates and in this Agreement.                                             

     (b) In case at any time the name of the Rights Agent is changed and at such
time any of the  Rights  Certificates  shall  have  been  countersigned  but not
delivered,  the Rights Agent may adopt the countersignature under its prior name
and deliver Rights  Certificates so countersigned;  and in case at that time any
of the Rights Certificates shall not have been  countersigned,  the Rights Agent
may  countersign  such  Rights  Certificates  either in its prior name or in its
changed name; and in all such cases such Rights Certificates shall have the full
force provided in the Rights  Certificates and in this Agreement.               

4.3  Duties of Rights Agent.                                                    

                  The Rights Agent undertakes the duties and obligations imposed
by this Agreement upon the following terms and  conditions,  by all of which the
Company and the holders of Rights  Certificates,  by their  acceptance  thereof,
shall be bound:                                                                 

     (a) The  Rights  Agent may  consult  with legal  counsel  (who may be legal
counsel  for the  Company),  and the  opinion of such  counsel  will be full and
complete                                                                        

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authorization  and  protection  to the Rights  Agent as to any  action  taken or
omitted by it in good faith and in accordance with such opinion.                

     (b)  Whenever in the  performance  of its duties under this  Agreement  the
Rights Agent deems it necessary or desirable that any fact or matter be provided
or established by the Company prior to taking or suffering any action hereunder,
such  fact or  matter  (unless  other  evidence  in  respect  thereof  be herein
specifically   prescribed)  may  be  deemed  to  be  conclusively  provided  and
established by a certificate  signed by a person believed by the Rights Agent to
be the Chief Executive Officer,  the Chief Operating  Officer,  the President or
any Vice  President  and by the  Treasurer  or any  Assistant  Treasurer  or the
Secretary or any Assistant  Secretary of the Company and delivered to the Rights
Agent; and such  certificate will be full  authorization to the Rights Agent for
any action  taken or suffered in good faith by it under the  provisions  of this
Agreement in reliance upon such certificate.                                    

     (c) The Rights Agent will be liable  hereunder only for its own negligence,
bad faith or willful misconduct.                                                

     (d) The  Rights  Agent  will not be  liable  for or by reason of any of the
statements  of  fact  or  recitals   contained  in  this  Agreement  or  in  the
certificates  for securities  purchasable  upon exercise of Rights or the Rights
Certificates (except its countersignature  thereof) or be required to verify the
same,  but all such  statements and recitals are and will be deemed to have been
made  by  the  Company  only.                                                   

     (e) The Rights Agent will not be under any responsibility in respect of the
validity of this Agreement or the execution and delivery  hereof (except the due
authorization,                                                                  

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execution and delivery hereof by the Rights Agent) or in respect of the validity
or execution of any  certificate  for  securities  purchasable  upon exercise of
Rights or Rights Certificate (except its countersignature  thereof); nor will it
be  responsible  for any breach by the  Company  of any  covenant  or  condition
contained  in  this  Agreement  or in any  Rights  Certificate;  nor  will it be
responsible for any change in the  exercisability  of the Rights  (including the
Rights  becoming  void  pursuant  to Section  3.1(b)  hereof) or any  adjustment
required  under the  provisions of Section 2.4, 3.1 or 3.2 hereof or responsible
for the manner,  method or amount of any such adjustment or the  ascertaining of
the  existence  of facts that would  require any such  adjustment  (except  with
respect to the exercise of Rights after receipt of the certificate  contemplated
by Section 2.4 describing any such adjustment); nor will it by any act hereunder
be deemed to make any  representation  or  warranty as to the  authorization  or
reservation of any securities  purchasable upon exercise of Rights or any Rights
or as to whether any securities  purchasable  upon exercise of Rights will, when
issued, be duly and validly authorized, executed, issued and delivered and fully
paid and  nonassessable.                                                        

     (f) The  Company  agrees that it will  perform,  execute,  acknowledge  and
deliver or cause to be performed, executed,  acknowledged and delivered all such
further and other acts,  instruments  and  assurances  as may be  reasonably  be
required by the Rights Agent for the carrying  out or  performing  by the Rights
Agent of the  provisions  of this  Agreement.                                   

     (g)  The  Rights  Agent  is  hereby   authorized  and  directed  to  accept
instructions  with respect to the  performance of its duties  hereunder from any
person believed by the Rights Agent to be the Chief Executive Officer, the Chief
Operating  Officer,  the President or any Vice President or the Secretary or any
Assistant  Secretary or the Treasurer or any Assistant Treasurer                

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of the  Company,  and to apply to such  persons  for advice or  instructions  in
connection  with its duties,  and it shall not be liable for any action taken or
suffered by it in good faith in accordance with instructions of any such person.

     (h) The Rights Agent and any Stockholder,  director, officer or employee of
the  Rights  Agent  may  buy,  sell or deal in  Common  Stock,  Rights  or other
securities of the Company or become pecuniarily interested in any transaction in
which the  Company  may be  interested,  or  contract  with or lend money to the
Company or otherwise  act as fully and freely as though it were not Rights Agent
under this Agreement. Nothing herein shall preclude the Rights Agent from acting
in any other  capacity  for the Company or for any other legal  entity.         

     (i) The Rights  Agent may execute and  exercise any of the rights or powers
hereby vested in it or perform any duty hereunder either itself or by or through
its  attorneys  or  agents,  and the  Rights  Agent  will not be  answerable  or
accountable for any act, default, neglect or misconduct of any such attorneys or
agents or for any loss to the  Company  resulting  from any such  act,  default,
neglect or misconduct,  provided  reasonable care was exercised in the selection
and  continued  employment  thereof.                                            

4.4  Change of Rights Agent.  The Rights Agent may resign and be discharged from
its duties under this  Agreement  upon 90 days' notice (or such lesser notice as
is  acceptable  to the  Company)  in writing  mailed to the  Company and to each
transfer  agent of Common  Stock by  registered  or certified  mail,  and to the
holders of the Rights in accordance with Section 5.9. The Company may remove the
Rights Agent upon 30 days' notice in writing,  mailed to the Rights Agent and to
each transfer agent of the Common Stock by registered or certified  mail, and to
the holders of the Rights in  accordance  with  Section                         

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5.9.  If the  Rights  Agent  should  resign or be removed  or  otherwise  become
incapable of acting,  the Company will appoint a successor to the Rights  Agent.
If the Company fails to make such  appointment  within a period of 30 days after
such  removal or after it has been  notified in writing of such  resignation  or
incapacity  by the resigning or  incapacitated  Rights Agent or by the holder of
any rights (which holder shall,  with such notice,  submit such holder's  Rights
Certificate  for  inspection by the Company),  then the holder of any Rights may
apply to any court of competent jurisdiction for the appointment of a new Rights
Agent. Any successor Rights Agent, whether appointed by the Company or by such a
court, shall be a corporation organized and doing business under the laws of the
United  States or of the State of New York,  or of any other state of the United
States so long as such  corporation  is  authorized  to do business as a banking
institution  in the State of New York,  which is  authorized  under such laws to
exercise the powers of the Rights Agent  contemplated  by this  Agreement and is
subject to supervision  or  examination by federal or state  authority and which
has at the time of its  appointment  as  Rights  Agent a  combined  capital  and
surplus of at least $50,000,000.  After appointment,  the successor Rights Agent
will be vested with the same powers,  rights,  duties and responsibilities as if
it had been  originally  named as Rights Agent without  further act or deed; but
the predecessor  rights Agent shall deliver and transfer to the successor rights
Agent any property at the time held by it hereunder, and execute and deliver any
further assurance,  conveyance, act or deed necessary for the purpose. Not later
than the effective  date of any such  appointment,  the Company will file notice
thereof in writing with the predecessor  Rights Agent and each transfer agent of
the Common  Stock,  and mail a notice  thereof in writing to the  holders of the
Rights. Failure to give any notice provided for in this Section 4.4, however, or
any defect therein, shall not affect the                                        

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legality or validity of the  resignation  or removal of the Rights  Agent or the
appointment of the successor Rights Agent, as the case may be.                  

 ARTICLE V
 MISCELLANEOUS

5.1  Redemption                                                                 

     (a) The Board of Directors  of the Company may, at its option,  at any time
prior to the close of business on the Flip-in Date, elect to redeem all (but not
less  than all) the then  outstanding  Rights  at the  Redemption  Price and the
Company, at its option, may pay the Redemption Price either in cash or shares of
Common  Stock  or  other  securities  of the  Company  deemed  by the  Board  of
Directors, in the exercise of its sole discretion,  to be at least equivalent in
value to the Redemption Price.                                                  

     (b)  Immediately  upon the action of the Board of  Directors of the Company
electing to redeem the Rights (or, if the  resolution  of the Board of Directors
electing to redeem the Rights states that the  redemption  will not be effective
until the occurrence of a specified future time or event, upon the occurrence of
such future time or event),  without any further  action and without any notice,
the right to exercise the Rights will  terminate and each Right will  thereafter
represent only the right to receive the Redemption  Price in cash or securities,
as determined by the Board of Directors. Promptly after the Rights are redeemed,
the Company  shall give notice of such  redemption  to the Rights  Agent and the
holders of the then outstanding Rights by mailing such notice in accordance with
Section 5.9.                                                                    

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5.2  Expiration.  The Rights and this  Agreement  shall expire at the Expiration
Time and no Person shall have any rights pursuant to this Agreement or any Right
after the  Expiration  Time,  except as provided in Sections 3.1 and 5.1 hereof,
with  respect to Rights which the Board of Directors of the Company have elected
to  exchange  or  redeem,  and  except  with  respect to any Rights for which an
Election to  Exercise  has been duly filed with the Rights  Agents  prior to the
Expiration time.                                                                

5.3  Issuance of New Rights Certificates.  Notwithstanding any of the provisions
of this  Agreement  or of the Rights to the  contrary,  the Company  may, at its
option,  issue new Rights Certificates  evidencing Rights in such form as may be
approved by its Board of  Directors to reflect any  adjustment  or change in the
number or kind or class of shares of stock  purchasable  upon exercise of Rights
made in  accordance  with the  provisions  of this  Agreement.  In addition,  in
connection  with the  issuance or sale of shares of Common  Stock by the Company
following the  Separation  Time and prior to the  Redemption  Time or Expiration
Time  pursuant  to  the  terms  of  securities   exercisable,   convertible   or
exchangeable into shares of Common Stock or pursuant to options  exercisable for
Common Stock or in connection with the vesting or payment of securities  awarded
by the Corporation under any plan or arrangement,  in each case issued,  granted
or awarded prior to, and outstanding at, the Separation  Time, the Company shall
issue to the  holders  of such  shares  of  Common  Stock,  Rights  Certificates
representing the appropriate number of Rights in connection with the issuance or
sale of such shares of Common Stock;  provided,  however,  in each case,  (i) no
such Rights Certificate shall be issued, if, and to the extent that, the Company
shall be advised by counsel that such issuance  would create a significant  risk
of  material  adverse tax  consequences  to the Company or to the Person to whom
such Rights Certificates would be issued, (ii) no such Rights Certificates shall
be  issued  if,  and to                                                         

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the extent that,  appropriate  adjustment shall have otherwise been made in lieu
of the  issuance  thereof,  and (iii) the Company  shall have no  obligation  to
distribute Rights Certificates to any Acquiring Person or Affiliate or Associate
of an Acquiring Person or any transferee of any of the foregoing.               

5.4  Supplements and Amendments.  The Company and the Rights Agent may from time
to time  supplement or amend this Agreement  without the approval of any holders
of Rights (i) prior to the close of business on the Flip-in Date, in any respect
and (ii) after the close of business on the  Flip-in  Date,  to make any changes
that the Company may deem  necessary or desirable and which shall not materially
adversely affect the interests of the holders of Rights generally (other than an
Acquiring  Person or an Affiliate or  Associate  of an  Acquiring  Person).  The
Rights Agent will duly execute and deliver any  supplement  or amendment  hereto
requested by the Company which satisfies the terms of the preceding sentence.   

5.5  Fractional  Shares.  If  the  Company  elects  not  to  issue  certificates
representing  fractional  shares upon  exercise  or  redemption  of Rights,  the
Company  shall,  in  lieu  thereof,  in the  sole  discretion  of the  Board  of
Directors,  either (a) evidence such  fractional  shares by depositary  receipts
issued pursuant to an appropriate agreement between the Company and a depositary
selected by it,  providing  that each holder of a depositary  receipt shall have
all of the rights,  privileges  and  preferences  to which such holder  would be
entitled as a beneficial owner of such fractional share, or (b) sell such shares
on behalf of the  holders  of Rights  and pay to the  registered  holder of such
Rights the appropriate fraction of price per share received upon such sale.     

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5.6  Rights of Action. Subject to the terms of this Agreement (including Section
3.1(b)),  rights of action in respect of this  Agreement,  other than  rights of
action vested solely in the Rights Agent,  are vested in the respective  holders
of the Rights;  and any holder of any Rights,  without the consent of the Rights
Agent or of the holder of any other Rights, may, on such holder's own behalf and
for such  holder's  own  benefit  and the  benefit  of other  holders of Rights,
enforce,  and may institute and maintain any suit, action or proceeding  against
the Company to enforce,  or otherwise act in respect of, such holder's  right to
exercise such  holder's  Rights in the manner  provided in such holder's  Rights
Certificate  and in  this  Agreement.  Without  limiting  the  foregoing  or any
remedies  available to the holders of rights,  it is  specifically  acknowledged
that the  holders  of Rights  would not have an  adequate  remedy at law for any
breach of this  Agreement  and will be entitled to specific  performance  of the
obligations under, and injunctive relief against actual or threatened violations
of, the obligations of any Person subject to this Agreement.                    

5.7  Holder of  Rights  Not Deemed  a Stockholder.   No holder, as such, of  any
Rights shall be entitled to vote, receive dividends or be deemed for any purpose
the holder of shares or any other  securities  which may at any time be issuable
on the exercise of such Rights,  nor shall anything  contained  herein or in any
Rights  Certificate  be  construed  to confer upon the holder of any rights,  as
such, any of the rights of a Stockholder of the Company or any right to vote for
the election of directors or upon any matter  submitted to  Stockholders  at any
meeting thereof,  or to give or withhold consent to any corporate  action, or to
receive notice of meetings or other actions  affecting  Stockholders  (except as
provided in Section 5.8 hereof), or to receive dividends or subscription rights,
or  otherwise,  until such Rights  shall have been  exercised  or  exchanged  in
accordance with the provisions hereof.                                          

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5.8  Notice of Proposed Actions.  In case the Company  shall  propose  after the
Separation  Time and prior to the  Expiration  Time (i) to effect or permit  (in
cases where the Company's permission is required) occurrence of any Flip-in Date
or Flip-over Transaction or Event or (ii) to effect the liquidation, dissolution
or winding up of the Company, then, in each such case, the Company shall give to
each holder of a Right, in accordance with Section 5.9 hereof,  a notice of such
proposed action,  which shall specify the Flip-in Date or the date on which such
Flip-over Transaction or Event,  liquidation,  dissolution,  or winding up is to
take place, and such notice shall be as given at least 20 Business Days prior to
the date of the taking of such proposed action.                                 

5.9  Notices.  Notices or demands authorized or required by this Agreement to be
given or made by the  Rights  Agent or by the  holder of any Rights to or on the
Company shall be sufficiently  given or made if delivered or sent by first-class
mail, postage prepaid, addressed (until another address is filed in writing with
the Rights Agent) as follows:                                                   

Acxiom Corporation        
P.O. Box 2000             
301 Industrial Boulevard  
  Conway, Arkansas  72033-2000
Attention:  Secretary     

                  Any notice or demand  authorized or required by this Agreement
to be given or made by the  Company  or by the holder of any Rights to or on the
Rights  Agent  shall  be  sufficiently  given  or made if  delivered  or sent by
first-class mail, postage prepaid,  addressed (until another address is filed in
writing with the Company) as follows:                                           

             First Chicago Trust Company of New York
525 Washington Boulevard  

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Suite 4660                
    Jersey City, New Jersey  07310
                      Attention:  Tenders and Exchanges Administration

                  Notices or demands authorized or required by this Agreement to
be given or made by the  Company or the Rights  Agent to or on the holder of any
Rights shall be  sufficiently  given or made if delivered or sent by first-class
mail, postage prepaid, addressed to such holder at the address of such holder as
it  appears  upon  the  registry  books of the  Rights  Agent  or,  prior to the
Separation  Time,  on the registry  books of the  transfer  agent for the Common
Stock.                                                                          

                  All such  notices  and  demands  shall be  deemed to have been
given on the date of delivery  thereof,  if delivered by hand,  and on the third
day after the  mailing  thereof,  if mailed.  Any notice  which is mailed in the
manner herein provided shall be deemed given, whether or not the holder receives
the notice.                                                                     

5.10  Suspension of Exercisability. To the extent that the Company determines in
good faith that some  action will or need be taken  pursuant to Section  3.1(a),
(b), (d) or (e) or to comply with federal or state  securities laws, the Company
may suspend the  exercisability  of the Rights for a period of up to ninety (90)
days following the date of the occurrence of the Separation  Time or the Flip-in
Date in order to take such action or comply with such laws.  In the event of any
such  suspension,  the Company  shall issue as promptly as  practicable a public
announcement  stating that the  exercisability or  exchangeability of the Rights
has been temporarily suspended. Notice thereof pursuant to Section 5.9 shall not
be required.                                                                    

                  Failure to give a notice  pursuant to the  provisions  of this
Agreement shall not affect the validity of any action taken hereunder.          

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5.11  Costs of Enforcement.  The Company agrees that if the Company or any other
Person the securities of which are purchasable  upon exercise of Rights fails to
fulfill any of its obligations  pursuant to this Agreement,  then the Company or
such Person will  reimburse  the holder of any Rights for the costs and expenses
(including  legal  fees)  incurred  by such  holder in actions  to enforce  such
holder's rights pursuant to any Rights or this Agreement.                       

5.12  Successors.  All the covenants and  provisions of this Agreement by or for
the  benefit  of the  Company or the  Rights  Agent  shall bind and inure to the
benefit of their respective successors and assigns hereunder.                   

5.13 Benefits of this Agreement. Nothing in this Agreement shall be construed to
give to any Person other than the  Company,  the Rights Agent and the holders of
the Rights any legal or equitable  right,  remedy or claim under this Agreement;
this Agreement shall be for the sole and exclusive  benefit of the Company,  the
Rights Agent and the holders of the Rights.                                     

5.14  Determination  and Actions by the Board of  Directors,  etc.  The Board of
Directors  of the  Company  shall  have the  exclusive  power and  authority  to
administer  this  Agreement  and to exercise all rights and powers  specifically
granted to the Board or to the  Company,  or as may be necessary or advisable in
the administration of this Agreement,  including,  without limitation, the right
and power to (i)  interpret the  provisions of this  Agreement and (ii) make all
determinations  deemed  necessary or advisable  for the  administration  of this
Agreement.  All such actions,  calculations,  interpretations and determinations
(including,  for purposes of clause (y) below, all omissions with respect to the
foregoing)  which  are done or made by the  Board in good  faith,  shall  (x) be
final,  conclusive and binding on the Company,  the Rights Agent, the holders of

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the Rights and all other parties,  and (y) not subject the Board of Directors of
the Company to any liability to the holders of the Rights.                      

5.15  Descriptive Headings.  Descriptive  headings appear herein for convenience
only and shall not control or affect the meaning or  construction  of any of the
provisions hereof.                                                              

5.16  Governing  Law. THIS  AGREEMENT AND EACH RIGHT ISSUED  HEREUNDER  SHALL BE
DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF DELAWARE AND FOR ALL
PURPOSES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE  WITH THE LAWS OF SUCH
STATE  APPLICABLE  TO CONTRACTS TO BE MADE AND  PERFORMED  ENTIRELY  WITHIN SUCH
STATE.                                                                          

5.17  Counterparts. This Agreement may be executed in any number of counterparts
and  each  of such  counterparts  shall  for all  purposes  be  deemed  to be an
original,  and all such counterparts  shall together  constitute but one and the
same instrument.                                                                

5.18 Severability. If any term or provision hereof or the application thereof to
any circumstance  shall, in any  jurisdiction  and to any extent,  be invalid or
unenforceable,   such  term  or  provision  shall  be  ineffective  as  to  such
jurisdiction  to the  extent  of such  invalidity  or  unenforceability  without
invalidation or rendering unenforceable the remaining terms and provision hereof
or the application of such term or provision to  circumstances  other than those
as to which it is held invalid or unenforceable.                                

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                  IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
Agreement to be duly executed as of the date first above written.               

            ACXIOM CORPORATION

                       By:   /s/ Catherine L. Hughes
                                        ----------------------------------------
                     Name:   Catherine L. Hughes
                           Title:  Secretary/General Counsel

                                 FIRST CHICAGO TRUST COMPANY OF NEW YORK

                     By:   /s/ Joanne Gorostiola
                                        ----------------------------------------
                   Name:   Joanne Gorostiola
                          Title:  Assistant Vice President

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 EXHIBIT A

[Form of Rights Certificate]

Certificate No.                                                           Rights
                                                          ----------

         THE RIGHTS ARE SUBJECT TO  REDEMPTION  OR  MANDATORY  EXCHANGE,  AT THE
         OPTION OF THE COMPANY,  ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT.
         RIGHTS  BENEFICIALLY  OWNED  BY  ACQUIRING  PERSONS  OR  AFFILIATES  OR
         ASSOCIATES  THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT)
OR TRANSFEREES OF ANY OF THE FOREGOING WILL BE VOID.          

Rights Certificate

ACXIOM CORPORATION

         This  certifies that ----------------,  or registered  assigns,  is the
registered  holder  of the  number  of Rights  set  forth  above,  each of which
entitles the registered  holder  thereof,  subject to the terms,  provisions and
conditions  of the Rights  Agreement,  dated as of January  28, 1998 (as amended
from time to time,  the  "Rights  Agreement"),  between  Acxiom  Corporation,  a
Delaware  corporation  (the  "Company"),  and First Chicago Trust Company of New
York,  as Rights  Agent  (the  "Rights  Agent",  which term  shall  include  any
successor Rights Agent under the Rights Agreement), to purchase from the Company
at any time  after the  Separation  Time (as such term is  defined in the Rights
Agreement)  and  prior  to the  close  of  business  on  February  9,  2008  one
one-thousandth of a fully paid share of Participating Preferred Stock, par value
$1.00 per share (the "Preferred  Stock"),  of the Company (subject to adjustment
as provided in the Rights  Agreement) at the Exercise  Price  referred to below,
upon  presentation  and  surrender of this Rights  Certificate  with the Form of
Election to Exercise duly  executed at the principal  office of the Rights Agent
in The City of New York. The Exercise Price shall initially be $100.00 per Right
and shall be subject to adjustment  in certain  events as provided in the Rights
Agreement.                                                                      

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                  In certain  circumstances  described in the Rights  Agreement,
the Rights  evidenced  hereby  may  entitle  the  registered  holder  thereof to
purchase  securities of an entity other than the Company or securities or assets
of the  Company  other  than  Preferred  Stock,  all as  provided  in the Rights
Agreement.                                                                      

                  This  Rights  Certificate  is  subject  to all  of the  terms,
provisions and conditions of the Rights Agreement,  which terms,  provisions and
conditions  are hereby  incorporated  herein by reference and made a part hereof
and to which Rights Agreement reference is hereby made for a full description of
the rights, limitations of rights, obligations,  duties and immunities hereunder
of the Rights  Agent,  the Company  and the holders of the Rights  Certificates.
Copies  of the  Rights  Agreement  are on file at the  principal  office  of the
Company and are available without cost upon written request.                    

                  This  Rights   Certificate,   with  or  without  other  Rights
Certificates,  upon  surrender at the office of the Rights Agent  designated for
such  purpose,  may be  exchanged  for  another  Rights  Certificate  or  Rights
Certificates of like tenor evidencing an aggregate number of Rights equal to the
aggregate  number  of  Rights  evidenced  by the  Rights  Certificate  or Rights
Certificates surrendered. If this Rights Certificate shall be exercised in part,
the  registered  holder  shall be entitled to receive,  upon  surrender  hereof,
another Rights Certificate or Rights Certificates for the number of whole Rights
not exercised.                                                                  

                  Subject to the provisions of the Rights Agreement,  each Right
evidenced by this  Certificate  may be (a) redeemed by the Company under certain
circumstances,  at its option,  at a redemption price of $0.01 per Right, or (b)
exchanged by the Company under  certain  circumstances,  at its option,  for one
share of Common Stock or  one-thousandth of a share of                          

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Preferred Stock per Right (or, in certain cases,  other  securities or assets of
the Company),  subject in each case to adjustment in certain  events as provided
in the Rights Agreement.                                                        

                  No  holder  of this  Rights  Certificate,  as  such,  shall be
entitled to vote or receive dividends or be deemed for any purpose the holder of
any  securities  which may at any time be issuable on the exercise  hereof,  nor
shall  anything  contained  in the Rights  Agreement  or herein be  construed to
confer upon the holder  hereof,  as such,  any of the rights of a Stockholder of
the  Company  or any right to vote for the  election  of  directors  or upon any
matter submitted to Stockholders at any meeting thereof,  or to give or withhold
consent to any  corporate  action,  or to receive  notice of  meetings  or other
actions affecting the Stockholders (except as provided in the Rights Agreement),
or to receive dividends or subscription  rights, or otherwise,  until the Rights
evidenced by this Rights  Certificate  shall have been exercised or exchanged as
provided in the Rights Agreement.                                               

                  This Rights  Certificate  shall not be valid or obligatory for
any purpose until it shall have been countersigned by the Rights Agent.         

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                  WITNESS the facsimile  signature of the proper officers of the
Company and its corporate seal.                                                 

Date:                                                                           
----------------- ----, --------                                      

ATTEST:                                  ACXIOM CORPORATION                     

     By:
----------------------------------          ------------------------------------
Secretary                                                 

Countersigned:                                                                  

FIRST CHICAGO TRUST COMPANY OF NEW YORK                                         

By:                                                                             
-------------------------------                                           
Authorized Signature                                            

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[Form of Reverse Side of Rights Certificate]

FORM OF ASSIGNMENT

(To be executed by the registered holder if such holder desires     
to transfer this Rights Certificate.)                               

                  FOR VALUE RECEIVED --------------------- hereby sells, assigns
and transfers unto -------------------------------------------------------------
                   (Please print name and address of transferee)

this Rights  Certificate,  together with all right,  title and interest therein,
and does hereby irrevocably constitute and appoint ------------------- Attorney,
to  transfer  the within  Rights  Certificate  on the books of the  within-named
Company, with full power of substitution.                                       

Dated:                                                                          
--------------------, ---------                                     

Signature Guaranteed:                   ----------------------------------------
         Signature

                                        (Signature  must  correspond  to name as
                                        written  upon  the face  of this  Rights
                                        Certificate   in    every    particular,
                                        without alteration or enlargement or any
                  change whatsoever)

         Signatures must be guaranteed by a member firm of a registered national
securities exchange, a member of the National Association of Securities Dealers,
Inc., or a commercial bank or trust company having an office or correspondent in
the United States.                                                              

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--------------------------------------------------------------------------------

 (To be completed if true)

The undersigned hereby represents,  for the benefit of all holders of Rights and
shares of Common Stock, that the Rights evidenced by this Rights Certificate are
not, and, to the  knowledge of the  undersigned,  have never been,  Beneficially
Owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in
the Rights Agreement).                                                          

                                        ----------------------------------------
         Signature

--------------------------------------------------------------------------------

NOTICE

                  In  the  event  the  certification  set  forth  above  is  not
completed in connection with a purported  assignment,  the Company will deem the
Beneficial Owner of the Rights  evidenced by the enclosed Rights  Certificate to
be an Acquiring  Person or an Affiliate or Associate  thereof (as defined in the
Rights  Agreement) or a transferee of any of the foregoing and accordingly  will
deem  the  Rights  evidenced  by such  Rights  Certificate  to be  void  and not
transferable or exercisable.                                                    

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 (To be attached to each Rights Certificate)

FORM OF ELECTION TO EXERCISE

 (To be executed if holder desires to exercise the
Rights Certificate.)                            

TO:  [                                      ]                                   

                  The  undersigned   hereby   irrevocably   elects  to  exercise
-------------------- whole Rights represented by the attached Rights Certificate
to purchase the shares of Common or Participating  Preferred Stock issuable upon
the exercise of such Rights and requests  that  certificates  for such shares be
issued in the name of:                                                          

-----------------------------------------------   
Address:                                          
-----------------------------------------------   
-----------------------------------------------   
Social Security or Other Taxpayer                 
Identification Number--------------------------   

If such number of Rights  shall not be all the Rights  evidenced  by this Rights
Certificate,  a new Rights  Certificate  for the balance of such Rights shall be
registered in the name of and delivered to:                                     

-----------------------------------------------   
Address:                                          
-----------------------------------------------   
-----------------------------------------------   
Social Security or Other Taxpayer                 
Identification Number--------------------------   

Dated:                                                                          
---------------------, -------                                      

Signature Guaranteed:                   ----------------------------------------
         Signature
                                        (Signature  must  correspond  to name as
                                        written  upon the  face of  this  Rights
                                        Certificate in every particular, without
                                        alteration or enlargement or any  change
           whatsoever)

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                  Signatures must be guaranteed by a member firm of a registered
national securities exchange, a member of the National Association of Securities
Dealers,  Inc.,  or a  commercial  bank of trust  company  having  an  office or
correspondent in the United States.                                             

--------------------------------------------------------------------------------

 (To be completed if true)

                  The  undersigned  hereby  represents,  for the  benefit of all
holders of Rights and shares of Common Stock,  that the Rights evidenced by this
Rights Certificate are not, and, to the knowledge of the undersigned, have never
been,  Beneficially  Owned by an  Acquiring  Person or an Affiliate or Associate
thereof (as defined in the Rights Agreement).                                   

                                        ----------------------------------------
         Signature

--------------------------------------------------------------------------------

NOTICE

                  In  the  event  the  certification  set  forth  above  is  not
completed in  connection  with a purported  exercise,  the Company will deem the
Beneficial Owner of the Rights  evidenced by the attached Rights  Certificate to
be an Acquiring  Person or an Affiliate or Associate  thereof (as defined in the
Rights  Agreement) or a transferee of any of the foregoing and accordingly  will
deem  the  Rights  evidenced  by such  Rights  Certificate  to be  void  and not
transferable or exercisable.                                                    

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 EXHIBIT B

FORM OF CERTIFICATE OF DESIGNATION AND TERMS
OF PARTICIPATING PREFERRED STOCK OF ACXIOM CORPORATION

Pursuant to Section 151 of the General
Corporation Law of the State of Delaware

                 We, the undersigned, Charles D. Morgan and Catherine L. Hughes,
the President and Secretary,  respectively,  of Acxiom  Corporation,  a Delaware
corporation  (the  "Corporation"),  do hereby  certify as  follows:             

                 Pursuant to authority granted by Article FOURTH of the Restated
Certificate  of  Incorporation  of the  Corporation  and in accordance  with the
provisions  of  Section  151 of the  General  Corporation  Law of the  State  of
Delaware,  the Board of Directors of the  Corporation  has adopted the following
resolutions  fixing the designation and certain terms,  powers,  preferences and
other rights of a new series of the  Corporation's  Preferred  Stock,  par value
$1.00 per  share,  and  certain  qualifications,  limitations  and  restrictions
thereon:                                                                        

                           RESOLVED,  that there is hereby  established a series
         of Preferred Stock, par value $1.00 per share, of the Corporation,  and
         the designation and certain terms, powers, preferences and other rights
         of the shares of such series, and certain  qualifications,  limitations
and restrictions thereon, are hereby fixed as follows:        

                           (i) The distinctive serial designation of this series
                  shall be "Participating  Preferred Stock"  (hereinafter called
                  "this  Series").  Each share of this Series shall be identical
                  in all respects with the other shares of this Series except as
                  to the dates from and after which  dividends  thereon shall be
cumulative.                                 

                           (ii)  The  number  of  shares  in this  Series  shall
                  initially  be 200,000,  which  number may from time to time be
increased or decreased (but not below the   

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                  number then outstanding) by the Board of Directors.  Shares of
                  this Series  purchased by the  Corporation  shall be cancelled
                  and  shall  revert  to  authorized  but  unissued   shares  of
                  Preferred  Stock  undesignated  as to  series.  Shares of this
                  Series may be issued in fractional  shares,  which  fractional
                  shares  shall  entitle  the  holder,  in  proportion  to  such
                  holder's  fractional  share,  to all  rights  of a holder of a
whole share of this Series.                 

                           (iii) The  holders  of full or  fractional  shares of
                  this Series shall be entitled to receive, when and as declared
                  by the  Board of  Directors,  but  only  out of funds  legally
                  available therefor, dividends, (A) on each date that dividends
                  or other distributions  (other than dividends or distributions
                  payable in Common Stock of the  Corporation) are payable on or
                  in respect of Common Stock  comprising  part of the  Reference
                  Package  (as defined  below),  in an amount per whole share of
                  this Series  equal to the  aggregate  amount of  dividends  or
                  other  distributions  (other than  dividends or  distributions
                  payable  in Common  Stock of the  Corporation)  that  would be
                  payable on such date to a holder of the Reference  Package (as
                  hereinafter  defined) and (B) on the last day of March,  June,
                  September  and  December in each year,  in an amount per whole
                  share of this  Series  equal to the  excess  (if any) of $2.50
                  over the  aggregate  dividends  paid per  whole  share of this
                  Series  during the three month period ending on such last day.
                  Each such  dividend  shall be paid to the holders of record of
                  shares of this  Series on the date,  not  exceeding sixty days
                  preceding such dividend or  distribution  payment date,  fixed
                  for the  purpose  by the  Board of  Directors  in  advance  of
                  payment of each particular dividend or distribution. Dividends
                  on each full and each fractional share of this Series shall be
                  cumulative  from the date  such  full or  fractional  share is
                  originally  issued;  provided that any such full or fractional
                  share originally issued after a dividend record date and on or
                  prior to the  dividend  payment date to which such record date
                  relates shall not be entitled to receive the dividend  payable
                  on such dividend  payment date or any amount in respect of the
                  period from such original  issuance to such  dividend  payment
date.                                       

                           The term  "Reference  Package"  shall  initially mean
                  1,000  shares  of  Common  Stock,  $.10 par  value  per  share
                  ("Common  Stock"),  of  the  Corporation.  In  the  event  the
                  Corporation  shall at any time after the close of  business on
                  February  9, 1998 (A)  declare of pay a dividend on any Common
                  Stock payable in Common Stock,  (B) subdivide any Common Stock
                  or (C)  combine  any  Common  Stock  into a smaller  number of
                  shares, then and in each such case the Reference Package after
                  such  event  shall be the  Common  Stock  that a holder of the
                  Reference  Package  immediately prior to such event would hold
thereafter as a result thereof.             

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                           Holders  of  shares  of  this  Series  shall  not  be
                  entitled to any dividends,  whether payable in cash,  property
                  or stock,  in excess of full cumulative  dividends,  as herein
provided on this Series.                    

                         So long as  any shares of this series  are outstanding,
                  no dividends (other than a dividend in Common Stock  or in any
                  other stock ranking junior to this Series as to  dividends and
                  upon  liquidation) shall be declared  or paid or set aside for
                  payment or other distribution declared or made upon the Common
                  Stock or upon any other stock ranking junior to this Series as
                  to dividends or upon liquidation,  nor shall any  Common Stock
                  nor any other stock of the Corporation ranking junior to or on
                  a parity with this Series as to dividends or upon  liquidation
                  be  redeemed,   purchased  or  otherwise    acquired  for  any
                  consideration (or any moneys be paid to or made  available for
                  a sinking fund  for the  redemption of  any shares of any such
                  stock) by  the  Corporation  (except  by  conversion   into or
                  exchange  for stock of the Corporation  ranking junior to this
                  Series as to dividends and upon  liquidation), unless, in each
                  case, the full cumulative dividends (including the dividend to
                  be  due   upon  payment  of   such   dividend,   distribution,
                  redemption,  purchase or other acquisition) on all outstanding
                  shares  of    this  Series    shall  have    been,  or   shall
contemporaneously be, paid.                 

                           (iv)  In  the  event  of any  merger,  consolidation,
                  reclassification  or other  transaction in which the shares of
                  Common Stock are  exchanged for or changed into other stock or
                  securities,  cash and/or any other property,  then in any such
                  case the  shares  of this  Series  shall  at the same  time be
                  similarly  exchanged  or changed in an amount per whole  share
                  equal to the  aggregate  amount  of  stock,  securities,  cash
                  and/or any other property  (payable in kind),  as the case may
                  be, that a holder of the  Reference  Package would be entitled
to receive as a result of such transaction. 

                           (v) In the event of any  liquidation,  dissolution or
                  winding  up  of  the  affairs  of  the  Corporation,   whether
                  voluntary or  involuntary,  the holders of full and fractional
                  shares  of  this  Series   shall  be   entitled,   before  any
                  distribution  or payment is made on any date to the holders of
                  the Common Stock or any other stock of the Corporation ranking
                  junior to this Series upon liquidation,  to be paid in full an
                  amount per whole share of this Series  equal to the greater of
                  (A)  $100 or (B) the  aggregate  amount  distributed  or to be
                  distributed  prior  to  such  date  in  connection  with  such
                  liquidation,  dissolution  or  winding  up to a holder  of the
                  Reference  Package  (such  greater  amount  being  hereinafter
                  referred to as the  "Liquidation  Preference"),  together with
                  accrued  dividends  to  such  distribution  or  payment  date,
                  whether or not earned or declared.  If such payment shall have
                  been made in full to all holders of shares of this Series, the
                  holders  of shares of this  Series as such shall have no right
               or claim to any of the remaining assets of the Corporation.

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                           In the event the assets of the Corporation  available
                  for  distribution to the holders of shares of this Series upon
                  any liquidation, dissolution or winding up of the Corporation,
                  whether voluntary or involuntary, shall be insufficient to pay
                  in full  all  amounts  to  which  such  holders  are  entitled
                  pursuant  to the first paragraph  of this Section (v), no such
                  distribution  shall be made  on account of  any shares  of any
                  other class or series of Preferred  Stock ranking  on a parity
                  with  the  shares  of  this  Series  upon   such  liquidation,
                  dissolution  or winding up unless  proportionate  distributive
                  amounts shall be paid on account of the shares of this Series,
                  ratably in  proportion to the full  distributable  amounts for
                  which  holders  of all such  parity  shares  are  respectively
              entitled upon such liquidation, dissolution or winding up.

                           Upon the  liquidation,  dissolution  or winding up of
                  the  Corporation,  the  holders of shares of this  Series then
                  outstanding  shall be entitled to be paid out of assets of the
                  Corporation available for distribution to its Stockholders all
                  amounts to which such  holders  are  entitled  pursuant to the
                  first  paragraph of this Section (v) before any payment  shall
                  be made to the  holders of Common  Stock or any other stock of
                  the  Corporation  ranking  junior  upon  liquidation  to  this
Series.                                     

                           For  the   purposes   of  this   Section   (v),   the
                  consolidation  or merger of, or binding share exchange by, the
                  Corporation with any other  corporation shall not be deemed to
                  constitute  a  liquidation,  dissolution  or winding up of the
Corporation.                                

                           (vi)  The  shares  of  this  Series  shall  not    be
redeemable.                                 

                           (vii) In  addition  to any other  vote or  consent of
                  Stockholders required by law or by the Restated Certificate of
                  Incorporation,  as  amended,  of the  Corporation,  each whole
                  share of this Series  shall,  on any  matter,  vote as a class
                  with any other capital stock  comprising part of the Reference
                  Package and voting on such matter and shall have the number of
                  votes  thereon that a holder of the  Reference  Package  would
have.                                       

                  IN WITNESS  WHEREOF,  the undersigned have signed and attested
this certificate on the 28th day of January, 1998.                              

                                        ----------------------------------------
         President

Attest:                                                                         

-----------------------------------                                             
Secretary                                               

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SECURITIES AND EXCHANGE COMMISSION    
Washington, D.C. 20549    

FORM 8-A/A      
Amendment Number One    

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES     
PURSUANT TO SECTION 12(b) OR (g) OF THE     
SECURITIES EXCHANGE ACT OF 1934     

Acxiom Corporation        
------------------------------------------------------------------    
(Exact Name of Registrant as Specified in its Charter)    

Delaware                        71-0581897  
------------------------------------------------------------------    
(State of Incorporation             (I.R.S. Employer      
or Organization)                Identification No.) 

P.O. Box 2000, 301 Industrial Blvd., Conway, Arkansas   72033-2000    
------------------------------------------------------------------    
(Address of Principal Executive Offices)             (Zip Code) 

 If this form relates to the  registration of a class of securities  pursuant to
 Section  12(b)  of the  Exchange  Act  and is  effective  pursuant  to  General
Instruction A.(c), please check the following box. ( )                        

If this form relates to the registration of a class of securities pursuant    
to Section 12(g) of the Exchange Act and is effective pursuant to General     
Instruction A.(d), please check the following box.  (X)                       

Securities Act registration statement file number to which this form          
relates: N/A                                                                  

Securities to be registered pursuant to Section 12(b) of the Act:             

Title of each class                Name of each exchange on which     
to be so registered                each class is to be registered     
-------------------                ------------------------------     
None                                        None        

Securities to be registered pursuant to Section 12(g) of the Act:     

Preferred Stock Purchase Rights 
------------------------------------------------------------------    
Title of Class  

ITEM 1.  DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.             

           On January 28, 1998, the Board of Directors of Acxiom Corporation,  a
 Delaware  corporation  (the  "Company"),  declared a  dividend  of one right (a
 "Right") for each  outstanding  share of common stock, par value $.10 per share
 ("Common  Stock"),  of the  Company  held of record at the close of business on
 February 9, 1998,  (the "Record Time"),  or issued  thereafter and prior to the
 Separation Time (as hereinafter defined) and thereafter pursuant to options and
 convertible or exchangeable  securities outstanding at the Separation Time. The
 Rights were  issued  pursuant  to a Rights  Agreement,  dated as of January 28,
 1998,  between the  Company and First  Chicago  Trust  Company of New York,  as
 Rights  Agent (the  "Rights  Agent"),  as the same was amended by an  Amendment
 Number  One to the Rights  Agreement  dated as of May 26,  1998,  and as may be
 further amended from time to time (the "Rights Agreement"). Each Right entitles
 its registered holder to purchase from the Company,  after the Separation Time,
 one one-thousandth of a share of Participating Preferred Stock, par value $1.00
 per share ("Preferred Stock"),  for $100.00 (the "Exercise Price"),  subject to
 adjustment.  The Preferred Stock is designed so that each one one-thousandth of
 a share of Preferred  Stock has  economic and voting terms  similar to those of
one share of Common Stock.                                                    

           The Rights will be evidenced by the Common Stock  certificates  until
 the close of business on the earlier of (either, the "Separation Time") (i) the
 tenth business day (or such later date as the Board of Directors of the Company
 may from time to time fix by resolution  adopted prior to the  Separation  Time
 that  would  otherwise  have  occurred)  after the date on which any Person (as
 defined in the Rights Agreement) commences a tender or exchange offer which, if
 consummated,  would result in such Person's  becoming an Acquiring  Person,  as
 defined  below,  and (ii)  the  first  date  (the  "Flip-in  Date")  of  public
 announcement by the Company or an Acquiring  Person that a Person has become an
 Acquiring Person; provided that if the foregoing results in the Separation Time
 being prior to the Record Time, the  Separation  Time shall be the Record Time;
 and provided  further that if a tender or exchange  offer referred to in clause
 (i) is cancelled,  terminated or otherwise  withdrawn  prior to the  Separation
 Time without the purchase of any shares of stock pursuant  thereto,  such offer
shall be deemed never to have been made.                                      

           An Acquiring  Person is any Person  having  Beneficial  Ownership (as
 defined in the Rights  Agreement) of 20% or more of the  outstanding  shares of
 Voting Stock,  which term shall not include (i) the Company,  any  wholly-owned
 subsidiary  of the Company or any employee  stock  ownership or other  employee
 benefit plan of the Company, (ii) any person who is the Beneficial Owner of 20%
 or more of the outstanding  Voting Stock as of the date of the Rights Agreement
 or who shall  become  the  Beneficial  Owner of 20% or more of the  outstanding
 Voting  Stock  solely as a result  of an  acquisition  of  Voting  Stock by the
 Company, until such time as such Person acquires additional Voting Stock, other
 than  through a  dividend  or stock  split,  (iii) any  Person  who  becomes an
 Acquiring  Person  without any plan or intent to seek or affect  control of the
 Company if such Person, upon notice by the Company, promptly divests sufficient
 securities such that such 20% or greater  Beneficial  Ownership  ceases or (iv)
 any Person who Beneficially  Owns shares of Voting Stock  consisting  solely of
 (A) shares of Voting  Stock  acquired  pursuant  to the grant or exercise of an
 option granted by the Company in connection with an agreement to merge with, or
 acquire,  the  Company at a time at which  there is no  Acquiring  Person,  (B)
 shares of Voting Stock owned by such Person and its  Affiliates  and Associates
 at the time of such grant and (C)  shares of Voting  Stock,  amounting  to less
 than 1% of the outstanding Voting Stock,  acquired by Affiliates and Associates
 of such Person after the time of such grant;  and provided,  further,  however,
 that May & Speh,  Inc. ("May & Speh") and its  Affiliates and Associates  shall
 not be deemed to be an Acquiring  Person as a result of either (x) the grant of
 the Option (as such term is defined in the Stock Option Agreement,  dated as of
 May 26, 1998 between the Company and May & Speh (the "Stock Option Agreement"))
 pursuant to the Stock Option  Agreement,  or at any time following the exercise
 thereof and the issuance of shares of Common Stock in accordance with the terms
 of the Stock Option Agreement,  (y) the grant of the Proxy, dated as of May 26,
 1998, to May & Speh by Charles D. Morgan, or at any time following the delivery
 and  execution  thereof or (z) the grant of  certain  additional  proxies  with
 respect to shares of Common Stock owned by certain  other  stockholders  of the
 Company  contemplated by the Agreement and Plan of Merger,  dated as of May 26,
 1998,  among the Company,  ACX  Acquisition  Co., Inc. and May & Speh.  "Voting
 stock" means shares of capital stock of the Company  entitled to vote generally
in the election of directors.                                                 

           The Rights  Agreement  provides that,  until the Separation Time, the
 Rights will be  transferred  with and only with the Common Stock.  Common Stock
 certificates  issued  after the Record  Time but prior to the  Separation  Time
 shall evidence one Right for each share of Common Stock represented thereby and
 shall  contain a legend  incorporating  by  reference  the terms of the  Rights
 Agreement  (as such may be  amended  from  time to time).  Notwithstanding  the
 absence  of  the  legend,   certificates  evidencing  shares  of  Common  Stock
 outstanding  at the Record Time shall also evidence one Right for each share of
 Common  Stock  evidenced  thereby.  Promptly  following  the  Separation  Time,
 separate  certificates  evidencing the Rights ("Rights  Certificates")  will be
mailed to holders of record of Common Stock at the Separation Time.           

           The Rights will not be exercisable until the Business Day (as defined
 in the Rights Agreement)  following the Separation Time. The Rights will expire
 on the earliest of (i) the Exchange Time (as defined below),  (ii) the close of
 business on February 9, 2008,  (iii) the date on which the Rights are  redeemed
 as  described  below  and (iv)  upon the  merger of the  Company  into  another
 corporation  pursuant to an  agreement  entered into when there is no Acquiring
Person (in any such case, the "Expiration Time").                             

           The  Exercise  Price  and the  number of  Rights  outstanding,  or in
 certain  circumstances the securities  purchasable upon exercise of the Rights,
 are subject to adjustment from time to time to prevent dilution in the event of
 a Common Stock  dividend on, or a subdivision  or a combination  into a smaller
 number of shares of,  Common  Stock,  or the  issuance or  distribution  of any
 securities or assets in respect of, in lieu of or in exchange for Common Stock.

           In the event that prior to the Expiration Time a Flip-in Date occurs,
 the Company  shall take such action as shall be necessary to ensure and provide
 that each Right (other than Rights  Beneficially  Owned by the Acquiring Person
 or any  affiliate or associate  thereof,  which Rights shall become void) shall
 constitute the right to purchase from the Company, upon the exercise thereof in
 accordance  with the terms of the Rights  Agreement,  that  number of shares of
 Common Stock or Preferred Stock of the Company having an aggregate Market Price
 (as defined in the Rights Agreement), on the date of the public announcement of
 an Acquiring  Person's becoming such (the "Stock  Acquisition  Date") that gave
 rise to the Flip-in  Date,  equal to twice the Exercise  Price for an amount in
cash equal to the then current Exercise Price.                                

           In  addition,  the Board of  Directors  of the  Company  may,  at its
 option,  at any  time  after a  Flip-in  Date and  prior  to the  time  that an
 Acquiring  Person  becomes  the  Beneficial  Owner  of  more  than  50%  of the
 outstanding  shares of Voting  Stock,  elect to exchange all (but not less than
 all) the then outstanding  Rights (other than Rights  Beneficially Owned by the
 Acquiring  Person or any  affiliate or associate  thereof,  which Rights become
 void) for shares of Common  Stock at an  exchange  ratio of one share of Common
 Stock per Right,  appropriately  adjusted  to reflect  any stock  split,  stock
 dividend or similar transaction occurring after the date of the Separation Time
 (the "Exchange Ratio").  Immediately upon such action by the Board of Directors
 (the "Exchange Time"), the right to exercise the Rights will terminate and each
 Right will thereafter represent only the right to receive a number of shares of
Common Stock equal to the Exchange Ratio.                                     

           Whenever the Company shall become obligated to issue shares of Common
 Stock upon exercise of or in exchange for Rights,  the Company,  at its option,
 may  substitute  therefor  shares  of  Preferred  Stock,  at  a  ratio  of  one
 one-thousandth  of a share of Preferred Stock for each share of Common Stock so
issuable.                                                                     

           In the event that prior to the  Expiration  Time the  Company  enters
 into,  consummates or permits to occur a transaction or series of  transactions
 after the time an  Acquiring  Person  has  become  such in which,  directly  or
 indirectly,  (i) the Company shall  consolidate  or merge or  participate  in a
 binding  share  exchange  with  any  other  Person  if,  at  the  time  of  the
 consolidation,  merger or share exchange or at the time the Company enters into
 an agreement with respect to such consolidation,  merger or share exchange, the
 Acquiring  Person  controls the Board of Directors of the Company,  or (ii) the
 Company  shall sell or otherwise  transfer (or one or more of its  subsidiaries
 shall  sell or  otherwise  transfer)  directly  or by sale of stock,  assets or
 control of assets (A)  aggregating  more than 50% of the  assets  (measured  by
 either  book  value or fair  market  value) as of the end of the most  recently
 completed  fiscal year or (B) generating more than 50% of the operating  income
 or cash flow during the most recently completed fiscal year, of the Company and
 its subsidiaries (taken as a whole) to any other Person (other than the Company
 or one or more of its wholly owned subsidiaries) or to two or more such Persons
 which are  affiliated or otherwise  acting in concert,  if, at the time of such
 sale or transfer of assets or at the time the Company (or any such  subsidiary)
 enters into an agreement  with respect to such sale or transfer , the Acquiring
 Person  controls  the  Board  of  Directors  of  the  Company,  then  any  such
 transactions  or events shall  constitute a  "Flip-over  Transaction  or Event"
under the Rights Agreement.                                                   

           The Company  shall take such action as shall be  necessary to ensure,
 and shall not enter  into,  consummate  or  permit to occur,  such  Flip-  over
 Transaction  or Event  until it shall  have duly  entered  into a  binding  and
 enforceable  supplemental  agreement with the Person engaging in such Flip-over
 Transaction  or  Event  or  the  parent  corporation  thereof  (the  "Flip-over
 Entity"),  for the benefit of the holders of the Rights,  providing,  that upon
 consummation or occurrence of the Flip-over Transaction or Event (i) each Right
 shall  thereafter  constitute the right to purchase from the Flip-over  Entity,
 upon  exercise  thereof in accordance  with the terms of the Rights  Agreement,
 that  number  of  shares  of common  stock of the  Flip-over  Entity  having an
 aggregate  Market  Price  on the date of  consummation  or  occurrence  of such
 Flip-over  Transaction or Event equal to twice the Exercise Price for an amount
 in cash equal to the then current  Exercise Price and (ii) the Flip-over Entity
 shall  thereafter be liable for, and shall assume,  by virtue of such Flip-over
 Transaction or Event and such supplemental  agreement,  all the obligations and
 duties of the  Company  pursuant  to the Rights  Agreement,  but the  Company's
 obligations under the Rights Agreement will not be discharged and will continue
 in full. For purposes of the foregoing description, the term "Acquiring Person"
 shall include any Acquiring Person and its Affiliates and Associates and others
with whom it is acting in concert counted together as a single Person.        

           The Board of Directors of the Company may, at its option, at any time
 prior to the close of business on the  Flip-in  Date,  redeem all (but not less
 than  all) the then  outstanding  Rights  at a price  of $.0l  per  Right  (the
 "Redemption Price"), as provided in the Rights Agreement.  Immediately upon the
 action of the Board of Directors of the Company  electing to redeem the Rights,
 without any further  action and without any notice,  the right to exercise  the
 Rights will terminate and each Right will  thereafter  represent only the right
to receive the Redemption Price in cash for each Right so held.               

           The holders of Rights  will,  solely by reason of their  ownership of
 Rights,  have no rights  as  stockholders  of the  Company,  including  without
limitation, the right to vote or to receive dividends.                        

           The  Rights  have  certain   anti-takeover   effects  and  can  cause
 substantial  dilution  to a person or group  that  acquires  20% of more of the
 Common  Stock on terms not  approved by the Board of  Directors of the Company.
 The Rights should not,  however,  interfere  with any merger or other  business
 combination that the Board finds to be in the best interests of the Company and
 its stockholders because the Rights can be redeemed by the Board on or prior to
 the close of business  on the Flip-in  Date,  before the  consummation  of such
transaction.                                                                  

           As of May 26, 1998,  there were  approximately  52,446,883  shares of
 Common Stock issued and outstanding.  As long as the Rights are attached to the
 Common  Stock,  the Company  will issue one Right with each new share of Common
Stock so that all such shares will have Rights attached.                      

           The Rights Agreement, the forms of Rights Certificate and Election to
 Exercise  and  the  form  of  Certificate  of  Designation  and  Terms  of  the
 Participating   Preferred  Stock  are  attached  hereto  as  exhibits  and  are
 incorporated  herein by reference.  The foregoing  description of the Rights is
qualified in its entirety by reference to such exhibits.                      

           A copy of the Rights  Agreement is available  free of charge from the
 Company. This summary description of the Rights does not purport to be complete
 and is qualified in its entirety by reference to the Rights Agreement, which is
hereby incorporated herein by reference.                                      

ITEM 2.   EXHIBITS.                                                           

           4.1*   Rights Agreement dated as of June 25, 1997,  including Exhibit
                  A,   "Form  of  Right   Certificate";   Exhibit  B,  "Form  of
                  Certificate   of  Designation   and  Terms  of   Participating
Preferred Stock."                           

           4.2    Amendment Number One to Rights Agreement,  dated as of May 26,
1998.                                       

------------------                                                            
*   Previously filed.                                                         

SIGNATURES    

           Pursuant to the requirements of Section 12 of the Securities Exchange
 Act of  1934,  the  Registrant  has duly  caused  this  registration  statement
 amendment  to be  signed  on its  behalf  by the  undersigned,  thereunto  duly
authorized.                                                                   

Date: June 4, 1998                                                            

        ACXIOM CORPORATION

                 By: /s/ Catherine L. Hughes
                              ----------------------------------
                 Name:   Catherine L. Hughes
Title: Secretary and General Counsel

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AMENDMENT TO RIGHTS AGREEMENT     

           Amendment  Number  One,  dated  as of May  26,  1998,  to the  Rights
 Agreement,  dated as of January  28,  1998 (the  "Rights  Agreement"),  between
 Acxiom Corporation,  a Delaware corporation (the "Company"),  and First Chicago
Trust Company of New York, as Rights Agent (the "Rights Agent").              

           WHEREAS,  the Company and the Rights  Agent  entered  into the Rights
Agreement specifying the terms of the Rights (as defined therein);            

           WHEREAS,  the  Company  desires  to amend  the  Rights  Agreement  in
accordance with Section 5.4 of the Rights Agreement;                          

       WHEREAS, the Company proposes to enter into an Agreement and Plan
of Merger, dated as of May 26, 1998 (the "Merger Agreement"), among the       
Company, ACX Acquisition Co., Inc. and May & Speh, Inc.  ("May & Speh");      

           WHEREAS,  as a  condition  to the  Merger  Agreement  and in order to
 induce May & Speh to enter into the Merger  Agreement,  the Company proposes to
 enter into a Stock  Option  Agreement,  dated as of May 26,  1998,  between the
 Company and May & Speh (the "Stock  Option  Agreement"),  pursuant to which the
 Company will grant May & Speh an option (the  "Option") to purchase up to 19.9%
 of the number of shares (the "Option  Shares") of common stock,  par value $.10
 per share, ("Common Stock"), of the Company issued and outstanding  immediately
prior to the grant of the Option;                                             

           WHEREAS,  as a  condition  to the  Merger  Agreement  and in order to
 induce May & Speh to enter  into the Merger  Agreement,  Charles D.  Morgan,  a
 holder of shares of Common  Stock  ("Stockholder"),  proposes  to enter into an
 irrevocable  proxy,  dated as of May 26, 1998,  between  Stockholder  and May &
 Speh, pursuant to which Stockholder is granting May & Speh an irrevocable proxy
(the "Proxy") to vote such shares of Common Stock; and                        

           WHEREAS,  the Board of  Directors  of the Company has  determined  it
 advisable  and in the best  interest  of its  stockholders  to amend the Rights
 Agreement  to enable the Company to enter into the Merger  Agreement  and Stock
 Option Agreement and consummate the transactions  contemplated  thereby without
 causing  May & Speh to become an  "Acquiring  Person" (as defined in the Rights
Agreement).                                                                   

           NOW,   THEREFORE,   in  consideration  of  the  premises  and  mutual
 agreements  set forth herein and in the Rights  Agreement,  the parties  hereby
agree as follows:                                                             

 Section 1.     Definitions.  Capitalized terms used and not
otherwise defined herein shall have the meaning assigned to such terms in     
the Rights Agreement.                                                         

    Section 2.     Amendments to the Rights Agreement.  The Rights
Agreement is hereby amended as set forth in this Section 2.                   

                (a) Section  1.1 of the Rights  Agreement  is hereby  amended by
 deleting  the  first  sentence  there  of and  inserting  in lieu  thereof  the
following:                                                                    

                "Acquiring Person" shall mean any Person who is Beneficial Owner
 of 20% or more of the  outstanding  shares  of  Voting  Stock  (as  hereinafter
 defined); provided, however, that the term "Acquiring Person" shall not include
 any Person (i) who is the  Beneficial  Owner of 20% or more of the  outstanding
 Shares of Common  Stock on the date of this  Agreement  or who shall become the
 Beneficial  Owner (as  hereinafter  defined) of 20% or more of the  outstanding
 shares of Voting Stock solely as a result of an  acquisition  by the Company of
 shares of Voting Stock,  until such time hereafter or thereafter as any of such
 Persons  shall  become the  Beneficial  Owner  (other  than by means of a stock
 dividend or stock split) of any additional  shares of Voting Stock, (ii) who is
 the Beneficial  Owner of 20% or more of the outstanding  shares of Voting Stock
 but who acquired  Beneficial  Ownership (as  hereinafter  defined) of shares of
 Voting  Stock  without  plan or  intention  to seek or  affect  control  of the
 Company, if such Person (as hereinafter  defined),  upon notice by the Company,
 promptly  enters  into  an  irrevocable  commitment  promptly  to  divest,  and
 thereafter  promptly  divests  (without  exercising  or  retaining  any  power,
 including  voting,  with respect to such shares),  sufficient  shares of Voting
 Stock (or securities  convertible  into,  exchangeable  into or exercisable for
 Voting Stock) so that such Person ceases to be the  Beneficial  Owner of 20% or
 more of the outstanding shares of Voting Stock; and (iii) who Beneficially Owns
 shares of Voting Stock consisting solely of one or more of (A) shares of Voting
 Stock Beneficially Owned pursuant to the grant or exercise of an option granted
 to such Person by the Company in connection with an agreement to merge with, or
 acquire,  the  Company at a time at which  there is no  Acquiring  Person,  (B)
 shares of Voting Stock (or securities  convertible  into,  exchangeable into or
 exercisable  for  Voting  Stock),  Beneficially  Owned  by such  Person  or its
 Affiliates (as hereinafter  defined) or Associates (as hereinafter  defined) at
 the time of grant of such option or (C) shares of Voting  Stock (or  securities
 convertible  into,  exchangeable into or exercisable for Voting Stock) acquired
 by Affiliates or Associates of such Person after the time of such grant, which,
 in the aggregate,  amount to less than 1% of the  outstanding  shares of Voting
 Stock; and provided, further, however, that May & Speh, Inc. ("May & Speh") and
 its Affiliates and Associates  shall not be deemed to be an Acquiring Person as
 a result of either  (x) the grant of the Option (as such term is defined in the
 Stock Option Agreement,  dated as of May 26, 1998 between the Company and May &
 Speh (the "Stock Option Agreement")) pursuant to the Stock Option Agreement, or
 at any time following the exercise thereof and the issuance of shares of Common
 Stock in accordance with the terms of the Stock Option Agreement, (y) the grant
 of the Proxy,  dated as of May 26, 1998, to May & Speh by Charles D. Morgan, or
 at any time  following the delivery and  execution  thereof or (z) the grant of
 certain  additional  proxies  with  respect to shares of Common  Stock owned by
 certain other  stockholders  of the Company  contemplated  by the Agreement and
 Plan of Merger, dated as of May 26, 1998, among the Company, May & Speh and ACX
Acquisition Co., Inc.                                                         

Section 3.     Miscellaneous.                             

                (a) The term  "Agreement" as used in the Rights  Agreement shall
be deemed to refer to the Rights Agreement as amended hereby.                 

                (b) The  foregoing  amendment  shall be effective as of the date
 first above  written,  and,  except as set forth herein,  the Rights  Agreement
 shall remain in full force and effect and shall be otherwise unaffected hereby.

                (c) This Amendment may be executed in two or more  counterparts,
 each of which  shall be deemed to be an  original,  but all for which  together
shall constitute one and the same instrument.                                 

                (d) This  Amendment  shall be deemed to be a contract made under
 the laws of the State of Delaware and for all purposes shall be governed by and
 construed in accordance with the laws of such State  applicable to contracts to
be made and performed entirely within such State.                             

           IN WITNESS  WHEREOF,  the parties  hereto have caused this  Amendment
 Number One to be duly executed and  attested,  all as of the day and year first
above written.                                                                

Attest:                            ACXIOM CORPORATION                         

By: /s/ Catherine L. Hughes        By: /s/ Charles D. Morgan                  
------------------------           ---------------------------          
Name:  Catherine L. Hughes         Name:  Charles D. Morgan                   
Title: Secretary                   Title: President                           

Attest:                            FIRST CHICAGO TRUST COMPANY OF NEW YORK    

By: /s/ T. Marshall                 By: /s/ Peter Sablich                     
------------------------           ------------------------------------ 
Name:  T. Marshall                 Name:  Peter Sablich                       
Title: Account Officer             Title: Vice President                      

424B2 630th Page of 635 TOC 1st Previous Next ↓Bottom Just 630th
                                                                         ANNEX I

For more information, contact                                                   
Robert S. Bloom                             Rodger S. Kline                     
Company Finance Leader                      Company Operations Leader           
Acxiom Corporation                          Acxiom Corporation                  
(501) 336-1321                              (501) 336-1322                      

ACXIOM(R) REPORTS RECORD RESULTS FOR FISCAL 1999

         (May 11, 1999) -- Acxiom(R) Corporation (Nasdaq:  ACXM) reported record
revenue and  earnings  today for the fourth  quarter and fiscal year ended March
31, 1999.                                                                       

         Consolidated  revenues for the fourth quarter ended March 31, 1999 were
$208,904,000,  up 29% from the same  quarter a year ago.  Net  earnings  for the
quarter were $19,615,000  ($.23 diluted earnings per share),  an increase of 39%
compared to earnings in the previous year's fourth quarter of $14,108,000  ($.18
diluted earnings per share).                                                    

         For  the  year  ended  March  31,  1999,   consolidated  revenues  were
$729,984,000,  up 28% over the  $569,020,000  reported for 1998.  Before special
charges recorded in the second and third quarters, net earnings were $65,497,000
($.78  diluted  earnings  per share),  up 34% from the earnings  before  special
charges in the previous year of $49,016,000  ($.61 diluted  earnings per share).
The net loss after  special  charges  was  $16,430,000  ($.22  diluted  loss per
share),  compared to earnings in the previous year of $46,055,000  ($.57 diluted
earnings per share.)                                                            

         For the  quarter,  revenues  from the  Services,  Data and  Information
Technology  ("IT") Management  business segments were $125 million,  $50 million
and $45 million, respectively, and increased by 36%, 16%, and 30%, respectively.
For the full year,  revenues from the Services,  Data and IT Management business
segments were $420 million,  $187 million and $164  million,  respectively,  and
increased 36%, 20%, and 28%, respectively.                                      

         "Acxiom had an outstanding year by any measure, but ultimately, I think
this period will be remembered for the strategic strides we have made to prepare
for dynamic growth in the future," said Charles D. Morgan, Acxiom Company Leader
and Board Chairman.                                                             

         "We are proud of surpassing $700 million in annual sales, of our superb
earnings  growth,  of our  expanding  blue-chip  customer  base,  and for  being
recognized as one of the best  companies to work for in America.  But we believe
these achievements  merely mean the fundamentals are in place for greater things
to come," Morgan said. Recent Acxiom highlights he noted were:                  

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424B2 631st Page of 635 TOC 1st Previous Next ↓Bottom Just 631st
Strategic Acquisitions                                                          

         Through  multiple  strategic  acquisitions,  Acxiom added market share,
expanded its  capabilities  and positioned  itself for further growth.  The most
significant  acquisition in the company's history occurred last year when Acxiom
acquired   May  &  Speh,   a   highly   regarded   Chicago-based   provider   of
technology-based  information  management  services,  with a focus  on  database
marketing and IT outsourcing  services.  Included in the May & Speh  acquisition
were  two  statistical  analysis  and  consulting  firms  which  May & Speh  had
previously acquired Strategic Decision Services based in Atlanta,  Georgia,  and
Sigma Marketing based in Rochester, New York.                                   

         To expand its business in the retail  banking  segment,  Acxiom  bought
from Deluxe  Corporation  three  database  marketing  units based in California,
Minnesota  and  Tennessee.  The  pending  acquisition  of  Computer  Graphics of
Phoenix,  Arizona will  strengthen  the company's  appeal to financial  services
clients, while the recent purchase of Horizons Systems of Stamford, Connecticut,
added to its ability to serve the health care sector.                           

         Global coverage expanded with acquisitions in France and Spain, and the
London-based division is poised for additional international expansion.         

Long-Term Growth Initiatives                                                    

         Recognizing the competitive edge and e-commerce  opportunities provided
by the Acxiom  Data  NetworkSM a number of  customers  have begun  applying  the
revolutionary  technology.  In early  1998,  Acxiom  introduced  the Acxiom Data
Network as a technology which  represents a quantum  improvement in enabling the
access and  management of customer  knowledge.  "We are encouraged at seeing how
our  customers  are beginning to use the Acxiom Data Network to help them manage
relationships with customers and for other business  applications with unmatched
speed and efficiency," Morgan said.                                             

Blue-Chip Customers                                                             

         Boosted by a strong fourth quarter, Acxiom continued to have a majority
of its revenue under long-term  contract.  Allstate Insurance Company,  Acxiom's
largest customer, signed a new five-year agreement for data content and delivery
and related services.  Montgomery Ward signed a five-year,  $90 million contract
for I. T. outsourcing services. In the fourth quarter alone, new and substantial
multi-year,  multi-million  dollar  agreements  were reached with Sears,  Rodale
Press, Mercedes-Benz, and other clients.                                        

People - "Our Number One Resource"                                              

         For the second year in a row,  Acxiom was  recognized by FORTUNE on the
magazine's  list of "The Best 100  Places to Work For" in  America.  Acxiom  was
ranked  number 19 this  year,  up from  number 38 last  year.  Acxiom  currently
employs over 5,000 associates with approximately 4,500 located in the U.S.      

         Acxiom  Corporation  provides a wide  spectrum of data  products,  data
warehousing and data integration services,  mailing list services,  modeling and
analysis,  and  information  technology  outsourcing  services to major U.S. and
international  firms.  Founded  in 1969,  Acxiom  is  headquartered  in  Conway,
Arkansas,  with  operations  throughout  the  United  States  and in the  United
Kingdom, France and Spain.                                                      

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         Acxiom's  World  Wide Web  address  is (URL)  http://www.acxiom.com  or
e-mail at info@acxiom.com.  Acxiom's toll-free number is 1.800.646.8495.  Acxiom
is a registered trademark of Acxiom RTC, Inc.                                   

         This press release  contains  forward  looking  statements that involve
risks and  uncertainties,  including  statements  about  future  growth.  Actual
results could differ, based upon market conditions and other risks detailed from
time to time in the Company's SEC filings.                                      

I-3 

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 ACXIOM CORPORATION AND SUBSIDIARIES
 CONSOLIDATED STATEMENTS OF OPERATIONS
 (Unaudited)

                                            For the Three Months Ended
                                             March 31,
                                          ------------------------------------
                                         1999                     1998
                                          ------------------------------------

Revenue                                    208,904,000              162,149,000 

Operating costs and expenses:                                                   

   Salaries and benefits                   77,767,000               60,417,000

Computer, communications and                                            
     other equipment                       28,353,000               21,492,000

    Data costs                             28,994,000               23,921,000

   Other operating costs and expenses      38,738,000               32,435,000

   Special charges                                  0                        0
                                          -----------              -----------

      Total operating costs and expenses  173,852,000              138,265,000
                                          -----------              -----------

Income (loss)  from operations              35,052,000               23,884,000 
                                          -----------              -----------

Other income (expense):                                                         
    Interest expense                        (4,476,000)              (2,816,000)
   Other, net                                 572,000                1,097,000
                                          -----------              -----------

                                            (3,904,000)              (1,719,000)
                                          -----------              -----------

Earnings (loss) before income taxes         31,148,000               22,165,000 

Income taxes                                11,533,000                8,057,000 
                                          -----------              -----------

Net earnings (loss)                         19,615,000               14,108,000 
                                          ===========              ===========

Earnings (loss)  per share:                                                     

   Basic                                         0.25                     0.19
                                          ===========              ===========

   Diluted                                       0.23                     0.18
                                          ===========              ===========

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 ACXIOM CORPORATION AND SUBSIDIARIES
 CONSOLIDATED STATEMENTS OF OPERATIONS
 (Unaudited)

                                           For the Twelve Months Ended
                                             March 31,
                                           -------------------------------------
                                          1999                    1998
                                           -------------------------------------

Revenue                                     729,984,000             569,020,000 

Operating costs and expenses:                                                   

   Salaries and benefits                   272,737,000             210,327,000

Computer, communications and                                            
     other equipment                       110,254,000              86,338,000

    Data costs                             106,680,000              88,246,000

   Other operating costs and expenses      124,908,000             100,272,000

   Special charges                         118,747,000               4,700,000
                                           -----------             -----------

      Total operating costs and expenses   733,326,000             489,883,000
                                           -----------             -----------

Income (loss)  from operations               (3,342,000)             79,137,000 
                                           -----------             -----------

Other income (expense):                                                         
    Interest expense                        (17,393,000)            (10,044,000)
   Other, net                                6,289,000               4,294,000
                                           -----------             -----------

                                            (11,104,000)             (5,750,000)
                                           -----------             -----------

Earnings (loss)  before income taxes        (14,446,000)             73,387,000 

Income taxes                                  1,984,000              27,332,000 
                                           -----------             -----------

Net earnings (loss)                         (16,430,000)             46,055,000 
                                           ===========             ===========

Earnings (loss)  per share:                                                     

   Basic                                         (0.22)                   0.64
                                           ===========             ===========

   Diluted                                       (0.22)                   0.57
                                           ===========             ===========

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424B2 Last Page of 635 TOC 1st Previous Next ↓Bottom Just 635th
 ACXIOM CORPORATION AND SUBSIDIARIES
 REVENUES BY SEGMENT
 (Unaudited)

                                            For the Three Months Ended
                                           March 31,
                                         -------------------------------------
                                        1999                      1998
                                         -------------------------------------

Services                                  125,101,000                91,903,000 
Data Products                              49,943,000                43,065,000 
I. T. Management                           44,589,000                34,172,000 
Intercompany eliminations                 (10,729,000)               (6,991,000)
                                         -----------               -----------

Total Revenue                             208,904,000               162,149,000 
                                         ===========               ===========

                                             For the Twelve Months Ended
                                               March 31,
                                         -------------------------------------
                                        1999                      1998
                                         -------------------------------------

Services                                  419,947,000               308,404,000 
Data Products                             186,706,000               155,206,000 
I. T. Management                          164,453,000               128,366,000 
Intercompany eliminations                 (41,122,000)              (22,956,000)
                                         -----------               -----------

Total Revenue                             729,984,000               569,020,000 
                                         ===========               ===========

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘424B2’ Filing	Date	First	Last	Other Filings

	2/9/08	132	628
	3/30/07	179	555
	9/30/03	327	434	10-Q, 8-K
	3/31/03	53	557	10-K, 8-K, DEF 14A
	1/31/03	180	556	4, 4/A
	4/3/01	244	556	8-K
	3/30/01	179	555	8-K
	1/4/01	212	363
	8/31/00	180	557
	6/30/00	29	107	10-Q
	5/1/00	179	556
	3/31/00	434		10-K
	12/31/99	255	280	10-Q
	7/15/99	337
	6/30/99	9	94	10-Q, 8-K
	5/28/99	1	22
Filed on:	5/17/99			10-Q/A
	5/14/99	1
	5/13/99	3	22	S-3/A, S-4/A
	5/11/99	45	630
	5/1/99	233
	4/30/99	179	555
	4/12/99	2	58
	4/1/99	77	533
	3/31/99	7	630	10-K405
	2/19/99	233
	2/16/99	283		10-Q, SC 13G/A
	2/8/99	5	535	8-K
	2/5/99	537		SC 13G/A
	2/2/99	538
	2/1/99	279
	1/31/99	102
	1/28/99	537	540
	1/4/99	277
	1/1/99	57	59
	12/31/98	2	490	10-Q, 10-Q/A
	12/30/98	11
	12/28/98	8	97
	12/14/98	549
	11/23/98	58
	11/16/98	258		10-Q
	11/5/98	235
	10/31/98	29	331
	10/9/98	369
	10/1/98	243	434
	9/30/98	5	266	10-Q
	9/29/98	8	25
	9/18/98	5	532	8-K, SC 13D/A
	9/17/98	242	552	8-K, S-8
	9/9/98	289
	8/31/98	180	557
	8/19/98	288	307
	8/17/98	5	444	S-4
	8/14/98	234	310	10-Q
	8/10/98	220
	8/4/98	5	289	10-K/A
	7/31/98	285	446
	7/30/98	180	556
	7/29/98	5	374	10-K/A
	7/28/98	365
	7/27/98	337
	6/30/98	5	346	10-Q
	6/23/98	155	241	10-K
	6/19/98	188
	6/17/98	130	217
	6/5/98	195
	6/4/98	5	628	3, 8-A12G/A, 8-K, SC 13D
	6/3/98	313
	6/2/98	189
	6/1/98	202	359
	5/27/98	229	317
	5/26/98	133	629	8-K
	5/25/98	316
	5/22/98	316	327
	5/20/98	190	361
	5/19/98	315
	5/18/98	191	315
	5/13/98	186
	5/11/98	210	315
	5/8/98	153	218
	5/6/98	315
	5/4/98	326
	5/1/98	243	328
	4/20/98	315
	4/1/98	186	434
	3/31/98	5	565	10-K, 10-K/A
	3/30/98	557
	3/20/98	290
	3/17/98	115	116
	3/12/98	321
	2/14/98	367
	2/10/98	151	438	10-Q, 8-K
	2/9/98	132	628
	2/6/98	290		SC 13G/A
	1/29/98	574		8-A12G
	1/28/98	5	629	8-K
	12/31/97	16	464	10-Q
	10/1/97	132	553
	9/30/97	242	480	10-Q
	8/22/97	136	564
	6/30/97	227	303	10-K, 10-Q
	6/25/97	628
	5/30/97	211	366	424B3
	3/31/97	16	565	10-K
	2/7/97	320
	1/29/97	208	360
	11/1/96	538	541	10-Q
	9/30/96	46	553	10-Q
	9/24/96	320
	6/30/96	151	437	10-Q
	5/23/96	326		PRE 14A
	4/30/96	152	439	8-K, 8-K/A
	4/24/96	557
	4/9/96	184	553	10-C
	4/1/96	152	554
	3/31/96	16	565	10-K, 10-K/A
	3/29/96	557
	3/26/96	320	472
	3/1/96	290	503
	1/5/96	212	363
	9/30/95	46	538	10-Q
	9/11/95	321		8-K
	8/25/95	183	554	10-C, 8-K
	4/1/95	20	559
	3/31/95	16	438	10-K
	12/31/94	91		10-Q
	10/26/94	213	364
	8/31/94	151	438
	6/30/94	82		10-Q
	3/31/94	16	170
	2/17/94	211	366
	12/9/92	152	439
	11/23/92	152	439
	8/31/92	151	438
	7/27/92	151	438
	3/31/92	362
	1/1/92	91
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Filing Submission 0000733269-99-000020 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Acxiom Corp – ‘424B2’ on 5/17/99

As of: Monday, 5/17/99 · Accession #: 733269-99-20 · File #: 333-72135

Prospectus — Rule 424(b)(2)Filing Table of Contents

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Dates Referenced Herein and Documents Incorporated by Reference

Prospectus — Rule 424(b)(2)
Filing Table of Contents