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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT: NOVEMBER 19, 1998
CONVERGYS CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Ohio 1-4379 31-1598292
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
201 East Fourth Street
Cincinnati, Ohio 45202
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (513) 397-5364
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Item 5. Acquisition or Disposition of Assets.
On November 19, 1998, Cincinnati Bell Inc. announced that it has set
the distribution ratio and record date for the previously announced distribution
of Convergys Corporation, its 90%-owned customer-care and billing business.
Cincinnati Bell shareholders of record at the close of business on December 1,
1998, will receive one share of Convergys Corporation for each share of
Cincinnati Bell Inc. owned on that date, or approximately 137 million shares in
the aggregate. The distribution will be effective on December 31, 1998. After
the distribution, Cincinnati Bell will not have any ownership interest in
Convergys Corporation. Additional information concerning the distribution is
contained in a letter that will be sent to all Cincinnati Bell shareholders, a
copy of which is being filed as Exhibit 20 to this Form 8-K.
(c) Exhibits.
20 Letter to Cincinnati Bell shareholders dated November
19, 1998.
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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.
CONVERGYS CORPORATION
By: /s/ Steven G. Rolls
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Steven G. Rolls
Chief Financial Officer
Date: November 24, 1998
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Index to Exhibits
Exhibit Description
20 Letter to Cincinnati Bell shareholders dated November 19, 1998.
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EXHIBIT 20
201 E. Fourth Street
P O Box 2301
Cincinnati, Ohio 45201
[CINCINNATI BELL LOGO]
November 19, 1998
Dear Cincinnati Bell Shareholder:
Last April 27, we advised you that we had decided to create a new company,
Convergys, made up of CBIS, MATRIXX Marketing and our share of a cellular
partnership with Ameritech. We also said we would have a public offering of a
small portion of Convergys shares, followed by a distribution of the balance of
Convergys shares to you, the Cincinnati Bell shareholders. We're pleased to tell
you that we expect to complete that effort, as a result of which you will own
shares in two companies with outstanding track records and very exciting
futures.
Convergys is a leading global provider of integrated customer management
and information management solutions, and also holds our cellular partnership
interest. Cincinnati Bell is now an innovative, growth-oriented communications
provider with new leadership, excellent service, and many exciting new voice,
wireless, data and Internet communications products.
While both businesses are strong, they are also quite different. Your Board
of Directors has determined that separating them will allow each to focus solely
on how best to create long-term value for its shareholders.
In August, Convergys sold nearly 15 million shares, or about 10 percent of
the company, in a public offering. Proceeds were used to pay down debt. We
intend to distribute the remaining Convergys shares to you at the end of this
year. FOR EACH CINCINNATI BELL SHARE YOU OWN ON DECEMBER 1, 1998, THE RECORD
DATE FOR THIS TRANSACTION, YOU WILL ALSO OWN ONE SHARE OF CONVERGYS, EFFECTIVE
DECEMBER 31.
You do not need to take any action to participate in this distribution.
Registered Cincinnati Bell shareholders will receive a stock certificate for
Convergys shares about six weeks from now. Holdings of Cincinnati Bell shares in
accounts with securities firms or other fiduciaries will be matched with
Convergys shares. After December 31, you can follow the value of your current
Cincinnati Bell investment by following the combined values of your Cincinnati
Bell shares and your Convergys shares.
In the coming weeks, we will send information you can use to determine the
cost basis of your Convergys and Cincinnati Bell shares. We also will tell
participants in certain employee benefit plans how the spin-off will affect
them.
If you have questions about your Cincinnati Bell shares, please call our
transfer agent, Fifth Third Bank, at (800) 837-2755 (579-5320 in Cincinnati).
Cincinnati Bell will provide up-to-date information on the spin-off and other
news of interest to investors on our web site, www.cinbellinc.com, and on our
Shareowner Information Line, (800) 345-6301.
On behalf of your Board of Directors, we thank you for your continuing
support of Cincinnati Bell, and hope you will continue to invest with us as
shareholders of both Cincinnati Bell and Convergys.
/s/ Charles S. Mechem, Jr. /s/ John T. LaMacchia
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Charles S. Mechem, Jr. John T. LaMacchia
Chairman of the Board President and Chief Executive Officer
