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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 (Date of earliest event reported) November 19, 1998
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CONVERGYS CORPORATION
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(Exact Name of Registrant as Specified in Charter)
Ohio 1-4379 31-1598292
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(State of Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
201 East Fourth Street, Cincinnati, Ohio 45202
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: 513-397-5364
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
On November 19, 1998, the Board of Directors of Convergys Corporation
(the "Corporation") adopted a Shareholder Rights Plan (the "Plan") and declared
that a dividend of one right (the "Rights") on each of the Corporation's
outstanding Common Shares, without par value (the "Common Shares") be
distributed on December 31, 1998 to holders of record of the Common Shares
issued and outstanding at the close of business on December 1, 1998 (the "Record
Date"). Each Right represents the right to purchase from the Corporation a unit
("Unit") consisting of one one-hundredth of a Series A Preferred Share of the
Corporation, upon the terms and subject to the conditions set forth in the
Rights Agreement adopted by the Board at such meeting. Each Unit will have a
purchase price of $70 per Unit, subject to adjustment pursuant to the terms of
the Rights Agreement. The conditions and the terms of the Rights are set forth
in a Rights Agreement dated as of December 1, 1998 (the "Rights Agreement")
between the Corporation and The Fifth Third Bank, as Rights Agent.
Initially, the Rights will be attached to all Common Share certificates
representing shares then outstanding, and no separate Rights Certificates will
be distributed. The surrender for transfer of any certificates for Common Shares
outstanding will also constitute the transfer of the Rights associated with the
Common Shares represented by such certificate. The Rights will be transferred
with and only with such Common Share certificates until the Distribution Date,
which will occur upon the earlier of (i) 10 business days following a public
announcement that a person or group of affiliated or associated persons (an
"Acquiring Person") has acquired, or obtained the right to acquire, beneficial
ownership of 15% or more of the outstanding Common Shares or (ii) 10 business
days following the commencement of a tender offer or exchange offer that would
if consummated result in a person or group beneficially owning 15% or more of
the outstanding Common Shares. For purposes of the Plan, Acquiring Person does
not include Cincinnati Bell Inc. until after December 31, 1998. The Rights will
separate from the Common Shares as soon as practicable after the Distribution
Date and Rights Certificates will be mailed to holders of record of Common
Shares as of the Distribution Date. Thereafter, the Rights Certificates will
alone represent the Rights. The Rights are not exercisable until the
Distribution Date and will expire on December 1, 2008, unless earlier redeemed
by the Corporation.
If a person becomes the beneficial owner of 15% or more of the Common
Shares ("Flip-In Event"), each holder of a Right will have the right to receive,
upon exercise, Common Shares having a value equal to two times the exercise
price ("Purchase Price") of the Right. The Rights will not be exercisable until
the Rights are no longer redeemable as described below. Further, the Acquiring
Person would not be permitted to exercise any Rights and any Rights held by such
person (or certain transferees of such person) will be null and void and
non-transferrable.
If, following the Distribution Date, the Corporation is acquired in
certain specified mergers or other business combinations (i.e., the Corporation
does not survive or its Common Shares are changed or exchanged), or 50% or more
of its assets or earning power (on a consolidated basis) is sold or transferred
in one transaction or a series of related transactions ("Flip-Over Events"),
each Right becomes a Right to acquire common stock of the other party to the
transaction (or its ultimate parent in certain circumstances) having a value
equal to two times the Purchase Price.
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The Corporation may redeem the Rights in whole, but not in part, at a
price of $0.01 per Right, at any time prior to a Flip-In Event. If the Board of
Directors orders a redemption of the Rights, the Rights will terminate and the
only right of the holders will be to receive the $0.01 redemption price. As long
as a Right is redeemable, the Corporation may amend any provision of the Rights
Agreement without approval of the holders of the Rights.
EXHIBIT:
99 Press Release announcing Shareholder Rights Plan, dated November 19,
1998.
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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.
CONVERGYS CORPORATION
By: /s/ Steven G. Rolls
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Steven G. Rolls
Chief Financial Officer
Date: December 4, 1998
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EXHIBIT 99
Contact: Wayne Buckhout John Pratt
Cincinnati Bell Inc. Convergys Corporation
(513) 397-1081 (513) 397-7777 or (888) 284-9900
[email protected] [email protected]
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CINCINNATI BELL ANNOUNCES DISTRIBUTION RATIO
AND RECORD DATE FOR SPIN-OFF OF CONVERGYS CORPORATION
Convergys Announces Shareholder's Rights Plan
FOR IMMEDIATE RELEASE
CINCINNATI, Ohio, Nov. 19, 1998 -- Cincinnati Bell Inc. (NYSE:CSN) today
announced that its Board of Directors has set the distribution ratio and record
date for the previously announced spin-off of Convergys Corporation (NYSE:CVG),
its 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 for each share of Cincinnati Bell
owned on that date. The distribution will be effective on December 31, 1998. The
New York Stock Exchange is expected to begin trading in shares of Cincinnati
Bell minus its Convergys business on a when-issued basis in early December.
Cincinnati Bell will distribute approximately 137 million common shares of
Convergys. Approximately 15 million Convergys shares are outstanding pursuant to
an initial public offering on August 12, 1998. Cincinnati Bell has received a
ruling from the Internal Revenue Service that the spin-off of Convergys will be
tax-free to Cincinnati Bell shareholders.
Convergys Corporation also announced adoption of a shareholder rights plan
similar to the one currently in place for the shareholders of Cincinnati Bell
and designed to deter coercive or unfair takeover tactics in the event of an
unsolicited acquisition proposal. The plan will give Convergys' Board of
Directors greater flexibility to protect shareholder interests under such
circumstances, and could
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prevent an acquirer from gaining control of Convergys without offering fair and
equal treatment to all Convergys shareholders.
The Convergys Board is not aware of any current circumstances that would
invoke provisions of the rights plan. No shareholder has indicated intentions to
acquire 15 percent of Convergys' shares. The plan will take effect December 1,
1998.
Convergys Corporation (formerly CBIS and MATRIXX(R) Marketing) is a global
leader in providing outsourced, integrated, customer care and billing services,
bringing together world-class resources and expertise to help clients transform
customer relationships into a competitive advantage. The company's address on
the web is www.convergys.com Convergys is pronounced: kun VER jis.
Cincinnati Bell Inc. is an integrated provider of advanced local, long
distance, directory, wireless, Internet, and broadband communications services
and equipment to residents and businesses in the Cincinnati metropolitan area,
and in selected other Midwest cities. The company's principal subsidiary is
Cincinnati Bell Telephone, one of the nation's largest independent
telecommunications companies with more than 1 million access lines. Cincinnati
Bell Inc. is on the web at www.cinbellinc.com
