EXHIBIT 99.3
February 24, 1997
X. X. Xxxxxxxxx & Sons Company
00 Xxxx Xxxxxx Xxxxx
Xxxxxxx, XX 00000
Ladies and Gentlemen:
This letter will confirm our understanding that, in consideration for our
grant to you of registration rights pursuant to that certain Registration Rights
Agreement of even date herewith (the "Registration Rights"), you agree to the
provisions set forth below concerning the shareholder rights plan which
Metromail Corporation (the "Company") intends to adopt in the form attached
hereto (the "Rights Plan") at the meeting of its Board of Directors today.
In consideration of the grant to you of the Registration Rights and subject
to compliance by the Company with the last sentence of this paragraph, you (and
your affiliates) will not, and will not solicit any third party to, on your
behalf (a) oppose the adoption of the Rights Plan, (b) seek to include a
proposal to redeem the rights issued pursuant to the Rights Plan or to terminate
the Rights Plan in any proxy materials of the Company or (c) raise for
consideration by the stockholders of the Company at any annual or special
meeting the redemption of the rights issued pursuant to the Rights Plan or the
termination or amendment of the Rights Plan. In addition, we understand that
your representatives on the Board of Directors of the Company intend to vote in
favor of the adoption of the Rights Plan. The Company agrees with you that it
will not amend the Rights Plan in any manner which would impose greater
limitations on you, your affiliates or direct or indirect transferees than those
imposed by the Rights Plan as presently written or adopt any new rights plan
which would have the effect of imposing such greater limitations.
This will also confirm that (i) the Company will take all actions within
its control to elect and nominate to the Board of Directors persons reasonably
satisfactory to the Company who are requested to be so nominated and elected by
you, and (ii) the number of such nominees that you may so request to be elected
and that the Company will take such action to elect and nominate shall be
determined based on the level of your ownership in the Company as follows:
(a) so long as you own more than 20% of the Company's outstanding shares of
common stock, two directors;
(b) so long as you own 20% or less but more than 10% of such stock, one
director;
and
(c) if you own 10% or less of such stock, no directors; and
(iii) if your ownership declines such that the number of persons serving on the
Board of Directors at your request exceeds the number specified in clause (ii),
you will promptly request that an appropriate number of such directors resign
(for example, if your ownership declines to (15%) and two persons are serving on
the Board at your request, you will request that one of them resign). If the
total number of Directors of the Company is increased above six, you and the
Company will adjust proportionately the number of directors which you are so
entitled to have nominated and caused to be elected so that such number equals
(as nearly as possible, rounding to the nearest whole number of directors) one-
third of the total number of directors when your ownership of the Company's
outstanding shares of common stock is greater than 20% or one-sixth of the total
number of directors when you own less than 20% but more than 10% of such stock.
Except to the extent that it is inconsistent with independence requirements of
stock exchange rules or tax or securities laws (as in the case of the Audit and
Human Resources Committees), the Company will take all actions within its
control to cause your representation on committees of the Board of Directors to
be proportional to your representation on the Board.
Finally, as we have discussed, your management shall have reasonable access
to the management of the Company.
If the foregoing accurately reflects our understanding, please sign and
return the enclosed copy of this letter.
Sincerely,
METROMAIL CORPORATION
By: /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: Senior Vice President
Acknowledged and agreed:
X. X. XXXXXXXXX & SONS COMPANY
By: /s/ X. Xx Xxxxx
Name: X. Xx Xxxxx
Title: Executive Vice President
