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Trans Union Corp/DE – ‘SC 13D/A’ on 9/16/94 re: Acxiom Corp

As of:  Friday, 9/16/94   ·   Accession #:  895418-94-3   ·   File #:  5-36226

Previous ‘SC 13D’:  None   ·   Next & Latest:  ‘SC 13D/A’ on 11/14/94

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

 9/16/94  Trans Union Corp/DE               SC 13D/A               1:36K  Acxiom Corp                       Neal Gerbe… Eisenberg/FA

Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Schedule 13D Amendment No. 2 (Amendment &             18     67K 
                          Restatement)

Document Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
3Item 1. Security and Issuer
"Item 2. Identity and Background
"Item 3. Source and Amount of Funds or Other Consideration
4Item 4. Purpose of Transaction
"Item 5. Interest in Securities of the Issuer
5Item 6. Contracts, Arrangements, Understandings, or Relationships With Respect to Securities of the Issuer
6Item 7. Material to be Filed as Exhibits
16Acxiom 
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SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549  

Schedule 13D  

Under the Securities Exchange Act of 1934 
(Amendment No. 2 (Amendment and Restatement))*

Acxiom Corporation  
(Name of Issuer)  

Common Stock, $.10 par value  
(Title of Class of Securities)  

005125 10 9 
(CUSIP Number)  

Ross D. Emmerman, Esq.  
Neal Gerber & Eisenberg 
Two North LaSalle Street  
Chicago, Illinois 60602 
(312) 269-8000  
(Name, Address and Telephone Number of Person 
Authorized to Receive Notices and Communications) 

August 31, 1994 
(Date of Event which Requires Filing of this Statement) 

  If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is        
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following    
box [  ].                                                                       

     Check the following box if a fee is being paid with the statement [  ].  (A
fee is not required only if the reporting person: (1) has a previous statement  
on file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent       
thereto reporting beneficial ownership of five percent or less of such class.)  
(See Rule 13d-7.)                                                               

     NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission.  See Rule 13d-1(a) for other parties to whom copies are to 
be sent.                                                                        

*The remainder of this cover page shall be filled out for a reporting 
person's initial filing on this form with respect to the subject class of       
securities, and for any subsequent amendment containing information which       
would alter disclosures provided in a prior cover page.                         

   The information required on the remainder on this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange   
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of  
the Act but shall be subject to all other provisions of the Act (however, see   
the Notes).                                                                     

(continued on following pages)  

Page 1 of 18 pages    


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1.   NAME OF REPORTING PERSON                                                   
Trans Union Corporation                                     

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                           
(a)  [   ]                                                            

(b)  [  ]                                                             

3.   SEC USE ONLY                                                               

4.   SOURCE OF FUNDS                                                            
OO                                                          

5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 
2(d) OR 2(e) [   ]                                                    

6.   CITIZENSHIP OR PLACE OF ORGANIZATION                                       
Delaware                                                    

NUMBER              7    SOLE VOTING POWER                                      
OF                            1,980,000                                         
SHARES                                                                          
BENEFICIALLY        8    SHARED VOTING POWER                                    
OWNED BY                      -0-                                               

REPORTING           9    SOLE DISPOSITIVE POWER                                 
PERSON                        1,980,000                                         
WITH                                                                            
10   SHARED DISPOSITIVE POWER           
-0-                 

11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON               

1,980,000, subject to certain limitations (see Item 3)      

12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]  

13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                         
      16.31%, based on the number of outstanding shares disclosed in the
   Issuer's Form 10-Q for the quarterly period ended June 30, 1994

14   TYPE OF REPORTING PERSON                                                   
CO                                                          

Page 2 of 18 pages    


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IN ACCORDANCE WITH RULE 13D-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS     
AMENDED, THIS AMENDMENT AND RESTATEMENT OF STATEMENT ON SCHEDULE 13D (THIS      
"AMENDED AND RESTATED STATEMENT") AMENDS AND RESTATES THE SCHEDULE 13D DATED    
AUGUST 31, 1992 AS AMENDED BY AMENDMENT NO. 1 DATED NOVEMBER 16, 1992 (THE      
"INITIAL STATEMENT"), PREVIOUSLY FILED ON BEHALF OF THE REPORTING PERSON.       

Item 1.   Security and Issuer.                                                  

     This Amended and Restated Statement relates to shares of common stock, $.10
par value per share (the "Common Stock"), of Acxiom Corporation, a Delaware     
corporation (the "Issuer").  The principal executive offices of the Issuer are  
located at 301 Industrial Boulevard, Conway, Arkansas 72032.                    

Item 2.   Identity and Background.                                              

This Amended and Restated Statement is being filed by Trans Union     
Corporation, a Delaware corporation ("Trans Union"), the principal executive    
offices of which are located at 555 West Adams Street, Chicago, Illinois 60661. 
The principal business of Trans Union is that of providing consumer credit      
reporting services.  Certain information concerning the directors and executive 
officers of Trans Union and the entities directly and indirectly controlling    
Trans Union is set forth in Appendix A hereto.                                  

   Neither Trans Union nor, to the best knowledge of Trans Union, any of the
persons listed in Appendix A hereto, have, during the last five years, (i) been 
convicted in a criminal proceeding (excluding traffic violations or similar     
misdemeanors) or (ii) been a party to a civil proceeding of a judicial or       
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future         
violations of, or prohibiting or mandating activities subject to federal or     
state securities laws, or finding any violation with respect to such laws.      

Item 3.   Source and Amount of Funds or Other Consideration.                    

In accordance with the terms of that certain Data Center Management   
Agreement dated as of July 27, 1991, as amended by that certain Agreement to    
Extend and Amend Data Center Management Agreement and to Amend Registration     
Rights Agreement dated as of August 31, 1994 (collectively, the "Amended        
Agreement"), between Trans Union and the Issuer, Trans Union conveyed to the    
Issuer all of Trans Union's right, title and interest in and to Trans Union's   
data center facilities and the Issuer, among other things, agreed to provide    
Trans Union with various data center services at specified rates.  In           
addition, in connection with the consummation of the transactions contemplated  
by the Amended Agreement, the Issuer issued to Trans Union on September 1, 1992 
(i) 480,000 shares (the "Initial Shares") of Common Stock and (ii) a Warrant    
(the "Warrant") to purchase up to 1,000,000 shares (the "Warrant Shares") of    
Common Stock prior to August 31, 2000 at exercise prices ranging from $11.25 per
share to $14.25 per share; provided, however, that in no event may Trans Union  
purchase Common Stock pursuant to the Warrant if immediately after such purchase
the Warrant Shares and the Initial Shares then held by Trans Union (and its     
affiliates) would aggregate more than 10% of the then outstanding Common Stock  
(the "Warrant Exercise Limitation").  The number of shares of Common Stock and  
the exercise prices under the Warrant referred to herein give effect to a       
2-for-1 stock distribution in the form of a stock dividend which occurred with  
respect to the Common Stock as of November 30, 1992.                            

Page 3 of 18 pages    


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   In addition, pursuant to that certain Letter Agreement dated as of August
31, 1994 (the "Letter Agreement"), Trans Union agreed to purchase an additional 
500,000 shares of Common Stock (the "Additional Shares") at a purchase price    
of $23.92 per share; provided, however, that the number of shares which Trans   
Union agreed to purchase under the Letter Agreement is subject to approval, in  
whole or in part, by the board of directors of Trans Union in its sole          
discretion on or before September 30, 1994.  The Additional Shares are not      
taken into account for purposes of the Warrant Ownership Limitation.            

    The Data Center Management Agreement dated as of July 27, 1992, previously
filed as Exhibit A to the Initial Statement, and the form of Warrant,           
previously filed as Exhibit B to the Initial Statement, are incorporated herein 
by  reference as Exhibits A and B, respectively.  The Agreement to Extend and   
Amend Data Center Management Agreement and to Amend Registration Rights         
Agreement dated as of August 31, 1994 (the "Amendment") is filed as Exhibit D   
hereto.  The Letter Agreement is filed as Exhibit E hereto.                     

Item 4.   Purpose of Transaction.                                               

    The Initial Shares and the Warrant were, and, if purchased, the Additional
Shares will be, acquired by Trans Union for investment purposes.  Trans Union   
does not have any current intention to acquire any additional shares of Common  
Stock, except for shares of Common Stock which may be purchased upon exercise   
of the Warrant or pursuant to the Letter Agreement.  Except as set forth in     
this Item 4 and in Item 6 hereof, Trans Union has no present intention to take  
any other action listed in paragraph (a) through (j) of Item 4 of Schedule 13D. 
However, depending on market conditions and other factors, Trans Union may (i)  
sell any or all of the Initial Shares or shares of Common Stock acquired upon   
exercise of the Warrant or pursuant to the Letter Agreement, (ii) hold any of   
such shares of Common Stock or (iii) purchase or otherwise acquire additional   
shares of Common Stock, all on such terms and at such times as Trans Union      
considers desirable.                                                            

Item 5.   Interest in Securities of the Issuer.                                 

   As of August 31, 1994, Trans Union beneficially owned 1,980,000 shares of
Common Stock, consisting of the Initial Shares, the Warrant Shares (the         
purchase of which are subject to the Warrant Exercise Limitation) and the       
Additional Shares.  Such shares constitute 16.31% of the outstanding Common     
Stock based on the number of outstanding shares disclosed in the Issuer's Form  
10-Q for the quarterly period ended June 30, 1994.  Trans Union has the sole    
power to vote and the sole power to dispose of all of the Initial Shares and,   
upon exercise of the Warrant and purchase of the Additional Shares, Trans Union 
will have the sole power to vote and the sole power to dispose of the Warrant   
Shares and the Additional Shares.                                               

   During the past sixty days neither Trans Union nor, to the best knowledge
of Trans Union, any of the persons identified in Appendix A hereof have         
effected any transactions in the Common Stock, except as otherwise described    
herein.                                                                         

Page 4 of 18 pages    


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Item 6.   Contracts, Arrangements, Understandings, or Relationships             
With Respect to Securities of the Issuer.                   

 The Amended Agreement provides that so long as Trans Union continues to
own any Common Stock, then until the later of August 31, 2002 or                
Disentanglement (as hereinafter defined) Trans Union has preemptive rights with 
respect to the Issuer's issuance of certain types of securities.  For purposes  
of this Amended and Restated Statement, the term "Disentanglement" means a      
cessation of the Issuer's provision of a data processing services under the     
Amended Agreement.  Pursuant to such preemptive rights, in the event that the   
Issuer proposes to issue any capital stock or rights, options or warrants to    
purchase capital stock or securities that are convertible or exchangeable into  
capital stock, Trans Union, subject to certain exceptions, has the right to     
purchase its Ratable Portion (as hereinafter defined) of such capital stock or  
other securities upon the substantially the same terms as the Issuer proposes   
to issue such capital stock or other securities to one or more third parties.   
For purposes of the preceding sentence, the term "Ratable Portion" means the    
product of (A) the number of shares of Common Stock owned by Trans Union at the 
time of a determination, multiplied by (B) the aggregate number of the Issuer's 
outstanding shares of Common Stock at the time of a determination.              

   The Amended Agreement also provides that if, at any time before the later
of (i) August 31, 2002 and (ii) Disentanglement, certain specified persons      
desire to consummate a Block Sale (as hereinafter defined) and at such time     
Trans Union (or its affiliates) continues to own any Initial Shares or Warrant  
Shares, the Issuer shall take such actions as may be necessary to assure that   
there is made available to Trans Union (and its affiliates) an offer, whether   
by the proposed purchaser or one or more of the Issuer or the parties set forth 
in (i) through (iv) below, to purchase all (or such portion as Trans Union      
might specify) of the Initial Shares and Warrant Shares then owned by Trans     
Union (and its affiliates) upon the same terms and conditions as the other      
persons selling Common Stock in the Block Sale.  For purposes of the preceding  
sentence, the term "Block Sale" means the sale of at least 10% of the issued    
and outstanding Common Stock in which the sellers are one or more of the        
following parties: (i) Charles D. Morgan, Jr., (ii) Rodger S. Kline, (iii)      
James T. Womble and (iv) Charles D. Morgan, Jr., not individually but solely    
as Trustee of that certain Voting Trust dated September 30, 1983, in each case  
current holders of Common Stock and, in the case of (i), (ii) and (iii) above,  
members of the Issuer's management.                                             

 The Issuer and Trans Union have also entered into a Registration Rights
Agreement dated as of August 31, 1992, as amended by the Amendment              
(collectively, the "Registration Rights Agreement").  Pursuant to the           
Registration Rights Agreement, the Issuer granted to Trans Union certain rights 
to register the shares of Common Stock owned by Trans Union under the           
Securities Act of 1933, as amended.  A copy of the original Registration Rights 
Agreement, filed as Exhibit C to the Initial Statement, is incorporated herein  
by reference as Exhibit C, and a copy of the Amendment is filed as Exhibit D    
hereto.                                                                         

Pursuant to that certain Letter Agreement dated August 31, 1994 among 
Trans Union, Acxiom, Charles D. Morgan, Jr. (both individually and as trustee   
under the Voting Trust Agreement dated September 30, 1983), Rodger S. Kline and 
James T. Womble, a copy of which is attached as Exhibit F hereto, such parties  
agreed, until the later of August 31, 2002 or a Disentanglement, to use their   
best efforts to cause the election to the board of directors of the Issuer of   
two representatives of Trans Union; provided, however, that such                
representatives will resign at an earlier time if there has been a              
Disentanglement and neither Trans Union nor any of its affiliates or related    

Page 5 of 18 pages    


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entities own any Common Stock or the Warrant.  Pursuant to the foregoing, Harry 
Gambill has been elected to the board of directors of the Issuer and Trans      
Union has not yet designated a second individual to be elected to the Issuer's  
Board of Directors.                                                             

Item 7.   Material to be Filed as Exhibits.                                     

The following documents, which were filed as exhibits to the Initial  
Schedule are incorporated herein by reference:                                  

Exhibit A:          Data Center Management Agreement dated as         
          of July 27, 1992 between Trans Union and
Issuer                        

Exhibit B:          Warrant to Purchase 500,000 Shares of             
         Common Stock of Issuer dated August 31,
1992 issued to Trans Union    

Exhibit C:          Registration Rights Agreement dated as of         
          August 31, 1992 between Issuer and Trans
Union                         

The following documents are filed as additional exhibits              
hereto:                                                                         

Exhibit D:          Agreement to Amend and Extend Data Center         
   Management Agreement and to Amend
           Registration Rights Agreement dated as of
         August 31, 1994 between Trans Union and
Issuer                        

Exhibit E:          Letter Agreement dated August 31, 1994            
         between Trans Union and Issuer relating
      to purchase of an additional 500,000
  shares of Common Stock of Issuer

Exhibit F:          Letter dated August 31, 1994 from Charles         
           D. Morgan, Jr., Rodger S. Kline, James T.
   Womble and Issuer to Trans Union,
          relating to the election to the board of
        directors of Issuer of two individuals
designated by Trans Union.    

Page 6 of 18 pages    


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SIGNATURE               

After reasonable inquiry and to the best of my knowledge and          
belief, I certify that the information set forth in this Statement              
is true, complete and correct.                                                  

Dated:  September 14, 1994   TRANS UNION CORPORATION, a Delaware                
corporation           

By:  /s/ R.C. Gluth 
             ---------------------------
Name:    R.C. Gluth 
               -------------------------
   Title:   Vice President
                ------------------------

Page 7 of 18 pages    


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APPENDIX A  
TO  
STATEMENT ON SCHEDULE 13D 

General                                                                         

All of the capital stock of Trans Union Corporation, a Delaware       
corporation ("Trans  Union"), is owned by Marmon Industrial Corporation, a      
Delaware corporation ("MIC"), the principal business of which is acting as a    
holding company which owns the stock of various operating companies.  All of    
the capital stock of MIC is owned by GL Sub Co., a Delaware corporation ("GL    
Sub Co"), the principal business of which is acting as a holding company.  All  
of the capital stock of GL Sub Co is owned by Marmon Holdings, Inc., a Delaware 
corporation ("Marmon"), the principal business of which is that of engaging in  
diversified manufacturing and service activities.  Approximately 84% of the     
outstanding capital stock of Marmon is owned by Charles Evans Gerber, not       
individually but solely as Trustee of F.L.P Trusts Nos. 10-17 and 19-21 (the    
"F.L.P. Trusts").  The F.L.P. Trusts were organized primarily for the benefit   
of members of the "Pritzker Family" of Chicago.  The term "Pritzker Family"     
refers to the lineal descendants of Nicholas J. Pritzker, deceased.             

   The name, business address and present principal occupation or employment
of each director and executive officer of Trans Union, MIC, GL Sub Co and       
Marmon and the name and principal business of any corporation or other          
organization in which such employment is conducted is set forth below.   Each   
director and executive officer listed below is a United States citizen.         

 In addition, the information required by Item 1 of Schedule 13D for Mr.
Gerber is set forth below.                                                      

Information Regarding Trans Union Corporation                                   
---------------------------------------------                                   

                                                                [Download Table]


                              Present Principal Occupation                   
Name and Business Address            or Employment                           
-------------------------     ----------------------------                   
                                                                             
Jay A. Pritzker               Director of Trans Union; Director and          
200 West Madison Street       Chairman of MIC; Director and                  
Chicago, Illinois 60606       Chairman of Marmon; Chairman of Hyatt          
                              Corporation, a domestic hotel                  
                              management company; partner in                 
                              Pritzker & Pritzker; private investor          

Robert A. Pritzker            Director and Chairman of Trans Union;          
225 West Washington Street    Director, President and Chief                  
Suite 1900                    Executive Officer of MIC; Director             
Chicago, Illinois 60606       and President of GL Sub Co; Director           
                              and President of Marmon                        

Robert C. Gluth               Director, Vice President and                   
225 West Washington Street    Treasurer of Trans Union; Director,            
Suite 1900                    Executive Vice President and                   
Chicago, Illinois 60606       Treasurer of MIC; Director, Vice               
                              President and Treasurer of GL Sub Co;          
                              Director, Vice President and                   
                              Treasurer of Marmon                            

                             Page 8 of 18 pages                              


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Harry C. Gambill              Director and President of Trans Union; Director
555 West Adams Street         of Acxiom Corporation                          
Chicago, Illinois 60661                                                      

J. P. Frank                   Senior Vice President of Trans Union           
555 West Adams Street                                                        
Chicago, Illinois 60661                                                      

R. H. Runke                    Senior Vice President of Trans Union          
555 West Adams Street                                                        
Chicago, Illinois 60661                                                      

W. R. Rodgers                  Senior Vice President of Trans Union          
555 West Adams Street                                                        
Chicago, Illinois 60661                                                      

Robert W. Webb                 Secretary of Trans Union; Vice                
225 West Washington Street     President and Secretary of MIC;               
Suite 1900                     Secretary of GL Sub Co; Vice                  
Chicago, Illinois  60606       President and Secretary of Marmon             

Information Regarding Marmon Industrial Corporation                             
---------------------------------------------------                             

                                                                [Download Table]

                               Present Principal Occupation       
Name and Business Address             or Employment               
-------------------------    -------------------------------------
                                                                  
Jay A. Pritzker              Director of Trans Union; Director and
200 West Madison Street      Chairman of MIC; Director and        
Chicago, Illinois 60606      Chairman of Marmon; Chairman of Hyatt
                             Corporation, a domestic hotel        
                             management company; partner in       
                             Pritzker & Pritzker; private investor

Robert A. Pritzker           Director and Chairman of Trans Union;
225 West Washington Street   Director, President and Chief        
Suite 1900                   Executive Officer of MIC; Director   
Chicago, Illinois 60606      and President of GL Sub Co; Director 
                             and President of Marmon              

Robert C. Gluth              Director, Vice President and         
225 West Washington Street   Treasurer of Trans Union; Director,  
Suite 1900                   Executive Vice President and         
Chicago, Illinois 60606      Treasurer of MIC; Director, Vice     
                             President and Treasurer of GL Sub Co;
                             Director, Vice President and         
                             Treasurer of Marmon                  

Robert W. Webb               Secretary of Trans Union; Vice       
225 West Washington Street   President and Secretary of MIC;      
Suite 1900                   Secretary of GL Sub Co; Vice         
Chicago, Illinois 60606      President and Secretary of Marmon    

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Information Regarding GL Sub Co                                                 
-------------------------------                                                 

                                                                [Download Table]

                                Present Principal Occupation      
Name and Business Address             or Employment               
-------------------------    -------------------------------------
                                                                  
Robert A. Pritzker           Director and Chairman of Trans Union;
225 West Washington Street   Director, President and Chief        
Suite 1900                   Executive Officer of MIC; Director   
Chicago, Illinois 60606      and President of GL Sub Co; Director 
                             and President of Marmon              

Robert C. Gluth              Director, Vice President and         
225 West Washington Street   Treasurer of Trans Union; Director,  
Suite 1900                   Executive Vice President and         
Chicago, Illinois 60606      Treasurer of MIC; Director, Vice     
                             President and Treasurer of GL Sub Co;
                             Director, Vice President and         
                             Treasurer of Marmon                  

Robert W. Webb               Secretary of Trans Union; Vice       
225 West Washington Street   President and Secretary of MIC;      
Suite 1900                   Secretary of GL Sub Co; Vice         
Chicago, Illinois 60606      President and Secretary of Marmon    

Page 10 of 18 pages   


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Information Regarding Marmon Holdings, Inc.                                     
-------------------------------------------                                     

                                                                [Download Table]
<Captions>                                                         
                                     Present Principal Occupation  
Name and Business Address                   or Employment          
-------------------------     -------------------------------------
                                                                   
Jay A. Pritzker               Director of Trans Union; Director and
200 West Madison Street       Chairman of MIC; Director and        
Chicago, Illinois 60606       Chairman of Marmon; Chairman of Hyatt
                              Corporation, a domestic hotel        
                              management company; partner in       
                              Pritzker & Pritzker; private investor

Robert A. Pritzker            Director and Chairman of Trans Union;
225 West Washington Street    Director, President and Chief        
Suite 1900                    Executive Officer of MIC; Director   
Chicago, Illinois 60606       and President of GL Sub Co; Director 
                              and President of Marmon              

Robert C. Gluth               Director, Vice President and         
225 West Washington Street    Treasurer of Trans Union; Director,  
Suite 1900                    Executive Vice President and         
Chicago, Illinois 60606       Treasurer of MIC; Director, Vice     
                              President and Treasurer of GL Sub Co;
                              Director, Vice President and         
                              Treasurer of Marmon                  

Robert W. Webb                Secretary of Trans Union; Vice       
225 West Washington Street    President and Secretary of MIC;      
Suite 1900                    Secretary of GL Sub Co; Vice         
Chicago, Illinois 60606       President and Secretary of Marmon    


Information Regarding Charles Evans Gerber                                      
------------------------------------------                                      

Charles Evans Gerber is a partner in the law firm of Neal Gerber &    
Eisenberg and his business address is 2 North LaSalle Street, Suite 2200,       
Chicago, Illinois 60602.  To the best knowledge of Trans Union, Mr. Gerber has  
not, during the last five years,  (i) been convicted in a criminal proceeding   
(excluding traffic violations or similar misdemeanors) or (ii) been a party to  
a civil proceeding of a judicial or administrative body of competent            
jurisdiction and as a result of such proceeding was or is subject to a          
judgment, decree or final order enjoining future violations of, or prohibiting  
or mandating activities subject to federal or state securities laws, or finding 
any violation with respect to such laws.                                        

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                                         Exhibit D

AGREEMENT TO EXTEND AND AMEND               
DATA CENTER MANAGEMENT AGREEMENT AND                
TO AMEND REGISTRATION RIGHTS AGREEMENT                

This Agreement to Extend and Amend Data Center Management             
Agreement (this "Amendment") is made and entered into as of August              
31, 1994, by and between Trans Union Corporation ("Trans Union"),               
with a place of business at 555 West Adams Street, Chicago,                     
Illinois 60661, and Acxiom Corporation ("Acxiom"), with a place of              
business at 301 Industrial Boulevard, Conway, Arkansas 72032.                   

In consideration of the mutual promises, undertakings,                
relinquishments of rights, and other considerations set forth                   
below, the parties hereby amend that certain Data Center Management             
Agreement between the parties dated July 27, 1992 (the "Agreement")             
and otherwise undertake and agree as follows:                                   

1.   Pursuant to clause (ii) of Section 5.3 of the Agreement,         
Trans Union hereby elects (and shall be deemed, for purposes of the             
Warrant referred to in paragraph 5.1.3.1(f) of the Agreement, to                
have delivered to Acxiom a notice of its election) to continue                  
fully and extend its relationship with Acxiom under the Agreement               
for the "Extended Term" (as defined in said clause 5.3(ii)).                    

2.   Acxiom hereby waives and releases its rights under               
Section 5.1.3.6 of the Agreement, and the parties mutually agree                
that the Agreement is hereby amended by deleting therefrom the                  
entirety of Section 5.1.3.6 of the Agreement.                                   

3.   Acxiom hereby waives and releases its rights under               
paragraph (b) of Section 5.1.3.7 of the Agreement, Trans Union                  
hereby waives and releases its rights under paragraph (a) of                    
Section 5.1.3.7 of the Agreement, and the parties mutually agree                
that the Agreement is hereby amended by deleting therefrom the                  
entirety of Sections 5.1.3.7 and 5.1.3.7.1 of the Agreement (which              
Sections shall not, for purposes of this Amendment, be deemed to                
include, and this Amendment shall not delete, Sections 5.1.3.7.2,               
5.1.3.7.3, or 5.1.3.7.4).                                                       

4.   The parties mutually agree that the Registration Rights          
Agreement between the parties dated July 27, 1992, is hereby                    
amended as follows:                                                             

by adding to Section 3.0 thereof, at the end thereof, an              
additional sentence which shall be and read as follows:               

"The rights of Trans Union under this Section 3.0 may be              
exercised by it twice -- i.e., they may be exercised on two           
separate occasions, so as to require two (but not more than           
two) separate registrations."                                         

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5.   Each of the parties promises and agrees to execute, by           
not later than August 31, 1994, a letter of intent in the form                  
attached hereto as Exhibit A regarding arrangements for the                     
performance by Acxiom of certain data processing requirements and               
other functions of the Marketing Services Division of Trans Union.              

6.   Each of the parties represents and warrants that its             
execution and delivery of this Amendment have been duly authorized              
by all necessary corporate action.                                              

        Acxiom Corporation

               By:   /s/ James T. Womble
                           ---------------------------

             Trans Union Corporation

             By:    /s/ Ralph Sorice
                           ---------------------------

Page 13 of 18 pages   


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                                         Exhibit E

Trans Union Corporation                                                         
555 West Adams Street                                                           
Chicago, IL 60661                                                               

Gentlemen:                                                                      

    This will confirm our mutual agreement that Acxiom Corporation ("Acxiom"),
a Delaware corporation with offices at 301 Industrial Boulevard, Conway,        
Arkansas 72032, shall sell, and that Trans Union Corporation  ("Trans Union")   
shall buy, up to a maximum of five hundred thousand (500,000) shares of the     
Common Stock ("Acxiom Common"), $0.10 par value, of Acxiom on the following     
terms and conditions:                                                           

 1.   The purchase price per share of the Acxiom Common shall be $23.92.

  2.   Both the number of shares subject to his agreement (500,000 shares)
and the purchase price pr share ($23.92) shall be subject to appropriate        
adjustment to reflect (and negate) as nearly as is reasonably practicable, the  
effects of any event for which it would be equitable to make such an            
adjustment, including any of the events described in Section 5.1.3.7.3 of the   
DCM Agreement.                                                                  

3.   This agreement is subject to the written approval, on or before  
September 30, 1994, of the Board of Directors of Trans Union.  The Trans Union  
Board may choose to approve the agreement as to all, none or less than all of   
the 500,000 shares.  If approved by the Board as to less than all of the        
shares, this agreement shall be mutually binding as to such lesser number; if   
approved as to neither all nor a lesser number of shares by the Board on or     
before September 30, 1994, this agreement shall be of no further force and      
effect.  This agreement has been approved by the Board of Directors of Acxiom,  
and shall be subject to no further authorizations or approvals on the part of   
Acxiom.                                                                         

  4.   Upon receipt of written notice from Trans Union of written approval
by its Board of Directors, Acxiom shall within ten business days issue and      
deliver to Trans Union a certificate representing the number of shares as to    
which the agreement was approved by said Board of Directors (the "1994          
Shares").  Trans Union shall pay for the 1994 Shares on the day it receives     
such certificate.  Acxiom hereby acknowledges and agrees that Trans Union shall 
have with respect to all of the 1994 Shares, the same registration and other    
rights as are granted to it under Sections 5.1.3.3, 5.1.3.4, and 5.1.3.7.3 of   
the DCM Agreement, and under the Registration Rights Agreement referred to in   
said Section 5.1.3.3 (including any subsequent amendments to said agreement),   
as though the 1994 Shares were a part of the "Acxiom Stock" (as defined in the  
DCM Agreement).  Trans Union agrees, with respect to the 1994 Shares, to all    
of the Restricted Stock Provisions set forth in Section 5.1.3.5 of the DCM      
Agreement.                                                                      

   5.   Notwithstanding the above provisions, the 1994 Shares shall not, for
purposes of the Warrant issued pursuant to the DCM Agreement (including but not 
by way of limitation, for the purpose of paragraph (c) on page 3 of that        
Warrant) nor for any purposes of the DCM Agreement itself, other than the       
specific provisions thereof that are cited hereinabove, be deemed "Acxiom       
Stock" or "Acxiom Securities."                                                  

   6.   This Agreement shall be governed by and construed in accordance with
the laws of the state of Arkansas.                                              

Page 14 of 18 pages   


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Please signify your acceptance and acknowledgement of the terms and   
conditions of this agreement by executing where indicated below, and returning  
to us, the enclosed copy of this letter.                                        

       Yours very truly,

        Acxiom Corporation

                     By:  /s/ Charles D. Morgan, Jr.
                           ---------------------------

Accepted and Acknowledged on this 31st day of August, 1994.                     

             Trans Union Corporation

           By:  /s/ Ralph Sorice
                           ---------------------------

Page 15 of 18 pages   


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                                         Exhibit F

Trans Union Corporation                                                         
555 West Adams Street                                                           
Chicago, IL 60661                                                               

Re:  Data Center Management Agreement                                 
between Trans Union Corporation ("Trans Union")             
and Acxiom Corporation ("Acxiom") dated July 27, 1992       

Gentlemen:                                                                      

 This letter is written in conjunction with the execution by Trans Union
and Acxiom, concurrently with the execution of this letter, of a certain        
Agreement to Extend and Amend Data Center Management Agreement (the             
"Amendment").  In further consideration of the mutual promises, undertakings,   
relinquishment of rights, and other considerations contained in the Amendment,  
Acxiom and the undersigned shareholders of Acxiom hereby promise, agree, and    
confirm that our letter to you dated July 27,1992 (a copy of which letter is    
attached hereto as Schedule A), in which we agreed to use our best efforts to   
cause the election to the Board of Directors of Acxiom one person specified by  
Trans Union, shall be amended so as to increase to two (2) persons, the number  
of persons specified by Trans Union whom Acxiom and the undersigned             
shareholders shall use their best efforts to elect to the Board of Directors    
of Acxiom.  Specifically, said letter is hereby deemed amended so that, as      
amended, it shall read a set forth in Schedule B hereto.                        

         Very truly yours,

                      /s/ Charles D. Morgan, Jr.
                       ---------------------------------
                              Charles D. Morgan, Jr., individually and
                       as direct owner of certain shares
                             formerly held in the Voting Trust dated
         September 30,  1983

             /s/ Rodger S. Kline
                       ---------------------------------
     Rodger S. Kline

           /s/ James T. Womble
                     ---------------------------------
   James T. Womble

ACXIOM      

                    By:   /s/ Charles D. Morgan, Jr.
                             ---------------------------------
                        Charles D. Morgan, President

Dated August 31, 1994                                                           

Page 16 of 18 pages   


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                                        Schedule B
                                      To Exhibit F

                 July 27, 1992

Trans Union Corporation                                                         
555 West Adams Street                                                           
Chicago, IL 60661                                                               

Re:   Data Center Management Agreement between Trans Union Corporation
  and Acxiom Corporation dated July 27. 1992 (the "Agreement")

Gentlemen:                                                                      

   This letter is written in conjunction with the referenced Agreement.  All
capitalized terms in this letter shall be deemed to have the meanings given to  
them in the Agreement.                                                          

  This will confirm our mutual agreement with you, Trans Union Corporation
("Trans Union"), that, subject to and effective upon the Closing we, Acxiom     
Corporation ("Acxiom"), Charles D. Morgan, Jr. (both individually and as        
trustee), Rodger S. Kline, and James T. Womble (collectively, the               
"undersigned"), hereby promise to use our best efforts to cause the election    
to the Board of Directors of Acxiom, as soon as legally possible (whether at    
an annual shareholders' meeting or by appointment or otherwise filling a        
vacancy on the Board), of such two persons as may be specified by Trans Union   
to Acxiom, it being understood that, initially, such persons would be Robert    
Pritzker and Harry Gambill.                                                     

  The undersigned further promise that our undertaking to attempt to place
your two representatives on the Acxiom Board shall be a continuing undertaking  
during the period from the Closing Date until the later of the tenth (10th)     
anniversary of the Closing Date or a Disentanglement, so that you would have    
two representatives on Acxiom's Board at all times during that period, whether  
it be Mr. Pritzker and Mr. Gambill, or any other persons specified by you;      
provided, however, if there is an earlier time at which there has been a        
Disentanglement and neither Trans Union nor any of its Affiliated and Related   
Entities owns any Acxiom Stock, Warrant Stock or has any right to acquire any   
Warrant Stock, both your representatives will resign from our Board.            

 The undersigned jointly and severally promise and agree that if, at any
time before the later of (i) the tenth (10th) anniversary of the Closing Date   
and (ii) a Disentanglement, and when Trans Union or any of its Affiliated and   
Related Entities shall continue to own any Acxiom Stock or Warrant Stock, any   
owner, or group of owners, of stock or securities of Acxiom of the same class   
as that of the Acxiom Stock or the Warrant Stock shall wish to make a Block     
Sale, then the undersigned shall take such actions as may be necessary to       
assure that there is made available to Trans Union (and its Affiliated and      
Related Entities), whether by the proposed purchaser or by one or more of the   
undersigned, an offer (to be accepted or not in the sole discretion of Trans    
Union or its Affiliated and Related Entities), which offer shall be made in     
writing to Trans Union at least 30 days in advance of the intended closing of   
the Block Sale, to purchase all (or such portion as Trans Union might wish) of  
the Acxiom Stock and the Warrant Stock then owned by Trans Union (or its        

Page 17 of 18 pages   


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Affiliated and Related Entities), at the same time, price-per-share, terms of   
payment, and other terms and conditions as those under which the Block Sale     
will occur.                                                                     

                 Very truly yours,

                                --------------------------------
                                    Charles D. Morgan, Jr., individually
                                  and as trustee of the Voting Trust
                        dated September 30, 1983

                                --------------------------------
               Rodger S. Kline

                                --------------------------------
               James T. Womble

                  ACXIOM CORPORATION

   By:
                                    ------------------------------
                 President

Page 18 of 18 pages

Dates Referenced Herein   and   Documents Incorporated by Reference

Referenced-On Page
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8/31/0254,  5/A
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