SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of May 1999
____________________
THE DIALOG CORPORATION PLC
(exact name of registrant as specified in its charter)
____________________
THE COMMUNICATIONS BUILDING
48 LEICESTER SQUARE
LONDON WC2H 7DB, ENGLAND
(Address of Principal Executive Offices)
_____________________
Indicate by check mark whether the registrant files or will file
annual reports under cover of Form 20-F or Form 40-F:
FORM 20-F (X) FORM 40-F( )
Indicate by check mark whether the registrant by furnishing the
information contained in this form is also thereby furnishing the
information to the Commission pursuant to Rule 12g3-2(b) under the
Securities Exchange Act of 1934:
YES ( ) NO (X)
On May 17, 1999, the Registrant issued a press release announcing a
new finance facility from The Chase Manhattan Bank.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
Date: May 21, 1999 THE DIALOG CORPORATION PLC
By: /s/ David G. Mattey
--------------------------
David G. Mattey
Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
99.1 Press Release, "The Dialog Corporation plc; Group
Progress Report," dated May 17, 1999.
EXHIBIT 99.1
[THE DIALOG CORPORATION PLC LETTERHEAD]
News Announcement
For Immediate Release
THE DIALOG CORPORATION PLC;
GROUP PROGRESS REPORT
Cary, N.C. and London -- May 17, 1999-- The Dialog Corporation plc
(NASDAQ: DIAL; LSE: DLG), a leading provider of Internet-based information,
technology and eCommerce solutions to the corporate market, today updated
the investment community concerning strategic initiatives and a new finance
facility from The Chase Manhattan Bank.
Strategic Initiatives
As indicated in the 1998 fourth quarter statement, Dialog continues to
pursue a number of strategic initiatives, which the Board anticipates would
serve to enhance shareholder value and result in a substantial reduction of
corporate debt. Negotiations progress satisfactorily, and the Board expects
to be in a position to make a further announcement in due course.
1999 First Quarter Trading
Operating progress in the first quarter of 1999 has been consistent
with market expectations and in line with the outlook reported at the time
of the 1998 fourth quarter statement in March 1999. The Board expects the
announcement regarding the first quarter results to be made at the end of
May 1999.
Financing Market Opportunities
A new facility from The Chase Manhattan Bank has enabled the release
of funds previously earmarked for debt repayments to be invested in the
high growth market opportunities of Information Services, Web Solutions and
eCommerce.
Dialog is actively engaged in discussions which, subject to their
outcome, will result in a substantial reduction of Dialog debt.
The Board has appointed The Chase Manhattan Bank as joint advisors to
support the Group in these initiatives.
The Chase Manhattan Bank
Dialog and its Senior Lenders have amended the terms of the Senior
Credit Facility so that in addition to the Company making its scheduled
principal and interest payments falling due in May, the Company has also
prepaid a portion of the Senior Debt repayment due in November 1999.
Additionally, Dialog increased the size of the Senior Debt Facility by a
net $11.5 million through a new $25 million medium term loan due in October
2002 provided by The Chase Manhattan Bank. The Chase Manhattan Bank and its
affiliates were the lead managers for both the senior and high yield debt
required to finance the acquisition of Knight Ridder Information, Inc.
In connection with this incremental financing, Dialog has agreed to
issue to The Chase Manhattan Bank warrants to purchase an initial 1.5
million new Ordinary shares of Dialog (representing approximately 1 percent
of the current issued share capital of Dialog) exercisable between now and
October 11, 2002, together with additional warrants to purchase up to a
maximum of a further 1.5 million new Ordinary shares between August 1 and
November 1, 1999 if the term facility is still outstanding on those dates,
such warrants to be exercisable up to May 14, 2004. The warrants are
exercisable at a price of 120.5 pence per Dialog ordinary share (the
closing mid-market price on May 13, 1999; ADS equivalent - $7 3/4).
The Dialog Corporation plc
The Dialog Corporation plc (http://www.dialog.com) is a leading
provider of Internet-based information, technology and eCommerce solutions
to the corporate market, created by the merger of M.A.I.D plc and
Knight-Ridder Information Inc. Dialog provides a range of technologies and
services for Internet and intranet-based knowledge management and eCommerce
applications. The Company's InfoSort indexing technology is widely
perceived to offer an industry standard for information categorization,
while the DIALOG, DataStar and Profound range of products and services
provide comprehensive, authoritative sources of information to
professionals worldwide. The Dialog Corporation has world headquarters in
London and US headquarters in Cary, NC. Its American Depositary Shares
(ADS) are traded on NASDAQ under the symbol "DIAL" with four Ordinary
Shares comprising one ADS; its Ordinary Shares trade on the London Stock
Exchange under the symbol "DLG."
This press release contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934, which are subject to the "safe harbor"
created by those sections. The forward-looking statements can be
identified by terminology such as "may," "will," "expect," "intend,"
"estimate," "anticipate," "inevitable," "believe" or "continue" or
variations thereon, and include, among others, the launch dates of the
Company's products noted above. The Company's actual results could differ
materially from those discussed in the forward-looking statements as a
result of certain factors, including, among others, those set forth under
the caption "Risk Factors" in the Company's most recent Report on Form 20-F
or generally in the Company's Reports on Form 6-K. The Company disclaims
any obligation to update these forward-looking statements as a result of
subsequent events.
CONTACT: The Dialog Corporation plc
David Mattey, Chief Financial Officer
011 44 171 930 6900
or
Kristian Talvitie, Head of US Investor Relations
(212) 381 1824
[email protected]
Jaffoni & Collins (for Dialog)
David Collins
Robert Rinderman
(212) 835-8500
[email protected]
