SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
CONVERGYS CORPORATION
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
212485106
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(CUSIP Number)
Donald J. Wuebbling
400 Broadway
Cincinnati, OH 45202
(513) 629-1469
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 31, 1998
------------------------------------
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [_].
Note: See Rule 13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following page(s)
<PAGE>
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CUSIP No. 212485106 13D Page 2 of 6 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
WASLIC COMPANY II (Waslic)
IRS Employer Identification No. 52-1549279
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO & WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Waslic is a Delaware corporation
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NUMBER OF 7 SOLE VOTING POWER
SHARES Waslic - 12,431,678
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY None
--------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING Waslic - 12,431,678
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PERSON 10 SHARED DISPOSITIVE POWER
WITH None
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,905,392 (as a group)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.11
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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CUSIP No. 212485106 13D Page 3 of 6 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
THE WESTERN AND SOUTHERN LIFE INSURANCE COMPANY (Western-Southern)
IRS Employer Identification No. 31-0487145
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO & WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
The Western and Southern Life Insurance Company is an Ohio mutual life
insurance company.
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NUMBER OF 7 SOLE VOTING POWER
SHARES Western-Southern - 1,473,714
--------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY None
--------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING Western-Southern - 1,473,714
--------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH None
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,905,392 (as a group)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.11
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14 TYPE OF REPORTING PERSON*
IC
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1. Security and Issuer
This initial Schedule 13D relates to the Common Stock without par value
("Convergys Common Stock"), of Convergys Corporation, an Ohio corporation, (the
"Issuer"). The address of the principal executive offices of the Issuer is 201
E. Fourth Street, Cincinnati, Ohio 45201.
Item 2. Identity and Background
(a), (b) and (c) This statement is being filed by Waslic Company II, a
Delaware corporation ("Waslic"), the principal business and offices of which are
located at 802 West Street, Wilmington, Delaware 19801 and, by The Western and
Southern Life Insurance Company ("Western-Southern"), an Ohio mutual life
insurance company, the principal business and offices of which are located at
400 Broadway, Cincinnati, Ohio 45202. Waslic is a wholly owned investment
company subsidiary of Western-Southern. Western-Southern operates as a life
insurance company and is licensed as such in 43 states and the District of
Columbia. Funds to make new investments are obtained from revenues. Any further
references to Western-Southern in this Schedule 13D will include Waslic unless
the context indicates otherwise.
A list of the names, including business addresses and present principal
occupation of the directors and executive officers of Western-Southern is
attached hereto as Exhibit A.
(d) During the last five years Western-Southern has not been, and to the
best knowledge of Western-Southern none of the persons whose names are set forth
in Exhibit A have been, convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the last five years Western-Southern has not been, and to the
best knowledge of Western-Southern none of the persons whose names are set forth
in Exhibit A were, a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
(f) To the best knowledge of Western-Southern, all of the persons whose
names are set forth in Exhibit A are citizens of the United States.
Item 3. Source and Amount of Funds or Other Consideration
The acquisition of 1,000,000 shares of Convergys Common Stock by Waslic was
financed with working capital. The additional 11,431,678 shares were acquired on
December 31, 1998 when Waslic received one share of Convergys Common Stock for
each share of Cincinnati Bell, Inc. Common Stock owned as of December 1, 1998 as
part of Cincinnati Bell Inc.'s spinoff of the Issuer.
Western-Southern (not including Waslic) acquired 1,473,714 shares of
Convergys Common Stock on December 31, 1998 when Western-Southern received one
share of Convergys Common Stock for each share of Cincinnati Bell, Inc. Common
Stock owned as of December 1, 1998 as part of Cincinnati Bell Inc.'s spinoff of
the Issuer.
Item 4. Purpose of Transaction
The Convergys Common Stock was acquired in the ordinary course of
Western-Southern's business. The purpose of Western-Southern's acquisition is to
achieve investment returns and to this end Western-Southern may acquire
additional Convergys Common Stock or may dispose of all or a portion of the
Convergys Common Stock it now holds or may hereafter purchase. In that
connection, Western-Southern may from time to time communicate to the Issuer and
others its position regarding the Issuer's business plans.
Page 4 of 6
<PAGE>
Item 5. Interest in Securities of the Issuer
(a) Western-Southern beneficially owns in the aggregate 13,905,392 shares
of Convergys Common Stock. This position represents 9.11% of all of the
Convergys Common Stock outstanding.
(b) Western-Southern has sole power to vote or to direct the vote and sole
power to dispose of or direct the disposition of an aggregate of 13,905,392
shares of Convergys Common Stock, consisting of 12,431,678 shares beneficially
owned by Waslic and 1,473,714 shares beneficially owned by Western-Southern
(which amount also includes 285,714 shares held by Western-Southern Foundation,
Inc. ("W-S Foundation"), which is controlled by Western-Southern and is
organized exclusively for charitable, religious, educational, and scientific
purposes, including, the making of distributions to organizations that qualify
as exempt organizations under Section 501(c)(3) of the Internal Revenue Code of
1986, as amended).
(c) No shares of Convergys Common Stock have been purchased or otherwise
acquired by Western-Southern during the past 60 days, other than as described
herein.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer
Western-Southern has no contracts, arrangements, understandings or
relationships (legal or otherwise) among the persons named in Item 2 and between
such persons and any person with respect to any securities of the Issuer,
including but not limited to transfer or voting of any of the securities,
finder's fees, joint ventures, loan or option arrangements, puts or calls,
guaranties of profits, division of profits or loss, or the giving or withholding
of proxies.
Item 7. Material to be Filed as Exhibits
There are no written agreements, contracts, arrangements, understandings,
plans or proposals by or between the persons named in Item 2 and any other
person relating to (1) the borrowing of funds to finance the acquisition as
disclosed in Item 3; or (2) the acquisition of control of the Issuer,
liquidation, sale of assets, merger or any change in business or corporate
structure or any other mater as disclosed in Item 6.
Page 5 of 6
<PAGE>
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete, and
correct.
January 8, 1999
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THE WESTERN AND SOUTHERN LIFE INSURANCE COMPANY
By: /s/ William F. Ledwin
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William F. Ledwin, Senior Vice President
and Chief Investment Officer
WASLIC COMPANY II
By: /s/ Daniel F. Lindley
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Daniel F. Lindley, President
Page 6 of 6
<PAGE>
Exhibit A
The following table sets forth information concerning the directors of
Western-Southern:
<TABLE>
<CAPTION>
Name Principal Occupation Business Address
---- -------------------- ----------------
<S> <C> <C>
John F. Barrett President and Chief Executive *
Officer, Western-Southern
Donald A. Bliss Formerly Chief Executive 10892 E. Fanfol Lane
Officer, Northwestern Bell Scottsdale, Arizona 85259
and Vice President,
U.S. West Communications
James N. Clark Executive Vice President and *
Secretary, Western-Southern
Dr. Lawrence C. Hawkins Owner, The LCH Resource 3909 Reading Road
Cincinnati, Ohio 45229
Rev. James E. Hoff, S.J. President, Xavier University 3800 Victory Parkway
Cincinnati, Ohio 45207
Dr. J. Harold Kotte Formerly President, Cardiology *
Associates of Cincinnati
Carl A. Kroch Formerly Chairman, 203 N. LaSalle Street, Suite 2128
Kroch-Brentano Bookstores, Inc. Chicago, Illinois 60601
Eugene P. Ruehlmann Attorney, law firm of Vorys, Suite 2100, Atrium Two
Sater, Seymour and Pease 221 E. 4th Street
Cincinnati, Ohio 45202
George H. Walker III Chairman of the Board, 500 N. Broadway
Stifel Financial Corp. St. Louis, IL 63102
Thomas L. Williams President, North American 212 E. Third Street
Properties Suite 300
Cincinnati, Ohio 45202
William J. Williams Chairman of the Board, *
Western-Southern
</TABLE>
*Business address is 400 Broadway, Cincinnati, Ohio 45202.
