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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check one):
[ ] Form 10-K and Form 10-KSB [ ] Form 20-F [ X] Form 11-K [ ] Form 10-Q and
Form 10-QSB [ ]Form N-SAR
For Period Ended: December 31, 1998
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:____________________
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:_______________
PART I - REGISTRANT INFORMATION
Full Name of Registrant Convergys Corporation
Former Name if Applicable
Address of Principal Executive Office 201 East Fourth Street
Cincinnati, Ohio 45202
PART II - RULES 12b-25 (b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
[ x ] (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
[ x ] (b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof will be filed on or
before the fifteenth calendar day following the prescribed due date; or the
subject quarterly report or transition report on Form 10-Q, or portion thereof
will be filed on or before the fifth calendar day following the prescribed due
date; and
[ x ] (c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
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PART III - NARRATIVE
State below in reasonable detail the reasons why Form 10-K and Form 10-KSB,
20-F, 11-K, 10-Q and Form 10-QSB, N-SAR, or the transition report or portion
thereof could not be filed within the prescribed period.
SunTrust Banks, Inc., trustee to the CBIS Retirement and Savings Plan, was
unable to provide required trust reports in a timely manner due to a change in
information systems. Such reports are expected to be available in the immediate
future to facilitate filing of the Form 11-K within 15 days of the filing
deadline.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Thomas P. Mehnert, (513) 723-3447
(2) Have all other periodic reports required under section 13 or 15(d) of the
Securities Exchange Act of 1934 or section 30 of the Investment Company Act of
1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).
[X] Yes [ ] No
(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
[ ] Yes [X] No
If so: attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
CONVERGYS CORPORATION
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: June 30, 1999 By: /s/ Thomas P. Mehnert
Thomas P. Mehnert, Vice President - Legal
EXHIBIT INDEX
12b-25(c)1 Statement of SunTrust Banks, Inc.
12b-25(c)2 Statement of PricewaterhouseCoopers LLP
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EXHIBIT 12b-25(c)1 -- STATEMENT OF SUNTRUST BANKS, INC.
June 29, 1999
Convergys Corporation
Employee Benefits Committee
201 E. Fourth Street
Cincinnati, Ohio 45202
Dear Sirs,
We understand that form 11-K with respect to the CBIS Retirement and Savings
Plan for the fiscal year ended December 31, 1998 is due to be filed with the
Securities and Exchange Commission on Tuesday, June 29, 1999. Unfortunately, due
to computer problems, we have been unable to provide the financial information
about the plan needed to enable PricewaterhouseCoopers LLP to audit the plan
financials. We are continuing to work on this problem and will do everything
possible to have the required financial information in your hands in time to
permit you to have the plan financial audited and the Form 11-K filed not later
than July 14, 1999.
Sincerely,
/s/ Douglas C. Erdman
Vice President
SunTrust
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EXHIBIT 12b-25(c)2 -- STATEMENT OF PRICEWATERHOUSECOOPERS LLP
June 30, 1999
Mr. Thomas P. Mehnert
Convergys Corporation
201 E. Fourth Street, 102A-2050
Cincinnati, Ohio 45202
Dear Mr. Mehnert:
You have furnished us with a copy of your "Notification of Late Filing" on Form
12b-25 dated June 30, 1999.
We are in agreement with the comments under Part III of the Form with respect to
the reasons why we are unable to furnish our report on the financial statements
of Convergys Corporation on or before the date the Form 11-K of Convergys
Corporation for the year ended December 31, 1998 is required to be filed.
Very truly yours,
/s/ PricewaterhouseCoopers LLP
