CONVERGYS CORP
8-K, 1999-11-18
COMPUTER INTEGRATED SYSTEMS DESIGN
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                        Date of Report: November 15, 1999


                              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) 723-7000



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FORM 8-K                                                CONVERGYS CORPORATION

         On November 15, 1999, Convergys Corporation issued a press release
announcing that its Board of Directors has authorized the company to repurchase
up to 7 million common shares from time to time as market and business
conditions warrant. Convergys currently has about 153 million common shares
outstanding.

         Attached as Exhibit 99.1 to this Current Report on Form 8-K is the text
of the November 15, 1999 press release, announcing the share repurchase program.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

         (c) Exhibits.

             99.1 Press Release, dated November 15, 1999.



                                   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/ William D. Baskett III
                                             -----------------------------------
                                                 William D. Baskett III
                                                 General Counsel and Secretary



Date:  November 17, 1999






<PAGE>   1
                                                                    Exhibit 99.1


                         CONVERGYS CORPORATION ANNOUNCES
                           REPURCHASE OF COMMON STOCK

(Cincinnati, Ohio; November 15, 1999) - - Convergys Corporation, the world
leader in providing integrated, customer care and billing for communications
companies, announced today that its Board of Directors has authorized the
company to repurchase up to 7 million shares of its common stock from time to
time as market and business conditions warrant. Convergys currently has about
153 million shares of common stock outstanding.

According to Steve Rolls, Convergys' Chief Financial Officer, the Convergys
Board decided to grant this discretionary authority given the current attractive
share price. He said, "The Board's action is based on our strong belief that in
recent months our shares have been undervalued by the market and represent an
attractive investment. The repurchase program is also consistent with our
continuing objective of building and delivering value to our shareowners and
confirms our confidence and enthusiasm for our strategic outlook and continued
profitable growth. Our fundamentals are strong and we are aggressively pursuing
the opportunities that the changing billing and customer care marketplace
presents."

NOTE:
Information included in this news release contains forward-looking statements
that involve potential risks for Convergys Corporation. The future results of
Convergys could differ materially from those discussed herein. Factors that
could cause or contribute to such differences include, but are not limited to,
the loss of a significant client, difficulties in completing or integrating
acquisitions, Year 2000 compliance, and other factors disclosed in the Form 10-K
for the year ended December 31, 1998, filed with the SEC by Convergys
Corporation.







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