-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Vbnz9Zm4HD5LmXxSsWT3CbnERI5UfC5JgKtjqBu3p4J/dL3pEEi0f2DzZ6s/My/2 hJgjZcGTqo+Ms5pnMaYs0A== 0000898080-01-000046.txt : 20010212 0000898080-01-000046.hdr.sgml : 20010212 ACCESSION NUMBER: 0000898080-01-000046 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010209 GROUP MEMBERS: THE WESTERN AND SOUTHERN LIFE INSURANCE COMPANY GROUP MEMBERS: WASLIC COMPANY II GROUP MEMBERS: WESTERN & SOUTHERN LIFE INSURANCE CO SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CONVERGYS CORP CENTRAL INDEX KEY: 0001062047 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 311598292 STATE OF INCORPORATION: OH FISCAL YEAR END: 1215 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-55015 FILM NUMBER: 1530187 BUSINESS ADDRESS: STREET 1: 201 EAST FOURTH STREET CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5133975364 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WESTERN & SOUTHERN LIFE INSURANCE CO CENTRAL INDEX KEY: 0000784940 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 310487145 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 400 BROADWAY CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5136291800 MAIL ADDRESS: STREET 1: 400 BROADWAY CITY: CINCINNATI STATE: OH ZIP: 45202 SC 13D/A 1 0001.txt SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No.1)* CONVERGYS CORPORATION --------------------- (Name of Issuer) Common Stock ------------------------------------------------------------ (Title of Class of Securities) 212485106 ------------------ (CUSIP Number) Donald J. Wuebbling, Esq. 400 Broadway Cincinnati, OH 45202 (513) 629-1469 -------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 1, 2001 ---------------------------------- (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 1 of 6 - ------------------------------- ------------------------ CUSIP No. 212485106 13D Page 2 of 6 Pages --------------- --- --- - ------------------------------- ------------------------ - ------------------------------------------------------------------------------- 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 - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [_] - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* Sale of shares; not applicable - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [_] - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Waslic is a Delaware corporation -------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES Waslic - 5,765,278 -------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY None --------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING Waslic - 5,765,278 -------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER WITH None - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,242,792 (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) 4.69% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - ------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 2 of 6 - ------------------------------- ------------------------ CUSIP No. 212485106 13D Page 3 of 6 Pages --------------- --- --- - ------------------------------- ------------------------ - ------------------------------------------------------------------------------ 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 - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [_] - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* Sale of shares; not applicable - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [_] - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION The Western and Southern Life Insurance Company is an Ohio stock life insurance company. - ------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES Western-Southern - 1,477,514. See Item 5. -------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY None -------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING Western-Southern - 1,477,514. See Item 5. -------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER WITH None - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,242,792 (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) 4.69% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IC - ------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 3 of 6 - ------------------------------- ------------------------ CUSIP No. 212485106 13D Page 4 of 6 Pages --------------- --- --- - ------------------------------- ------------------------ Item 1. Security and Issuer Item 1 is supplemented and amended to read in its entirety as follows: This amendment to 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 Item 2 is supplemented and amended to read in its entirety as follows: (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 stock 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 Item 3 is supplemented as follows: Not applicable; sale of shares. Item 4. Purpose of Transaction Item 4 is supplemented as follows: On February 1, 2001, Waslic transferred 6,666,000 shares of Convergys Common Stock to holders of Waslic's 6 1/4% debt exchangeable for common stock (DECS) in settlement of such debt. Page 4 of 6 - ------------------------------- ------------------------ CUSIP No. 212485106 13D Page 5 of 6 Pages --------------- --- --- - ------------------------------- ------------------------ Item 5. Interest in Securities of the Issuer Item 5 is supplemented and amended to read in its entirety as follows: (a) Western-Southern and Waslic beneficially own in the aggregate 7,242,792 shares of Convergys Common Stock. This position represents 4.69% 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 7,242,792 shares of Convergys Common Stock, consisting of 5,765,278 shares beneficially owned by Waslic and 1,477,514 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, and 3,800 shares held on behalf of third parties by Fort Washington Investment Advisors, Inc., an affiliated investment adviser that provides services to Western-Southern, W-S Foundation and certain other affiliated companies, as well as third party institutional and individual clients). (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) Western-Southern and Waslic ceased to beneficially own in the aggregate 5% or more of the outstanding Convergys Common Stock on February 1, 2001. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer Item 6 is supplemented and amended to read in its entirety as follows: 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 Item 7 is supplemented and amended to read in its entirety as follows: 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 the acquisition of control of the Issuer, liquidation, sale of assets, merger or any change in business or corporate structure or any other matter as disclosed in Item 6. Page 5 of 6 - ------------------------------- ------------------------ CUSIP No. 212485106 13D Page 6 of 6 Pages --------------- --- --- - ------------------------------- ------------------------ 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. February 6, 2001 - -------------------------- THE WESTERN AND SOUTHERN LIFE INSURANCE COMPANY By: ------------------------------------------------- William F. Ledwin, Senior Vice President and Chief Investment Officer WASLIC COMPANY II By: ------------------------------------------------- Daniel F. Lindley, President Page 6 of 6 Exhibit A The following table sets forth information concerning the directors of Western-Southern:
Name Principal Occupation Business Address John F. Barrett President and Chief Executive * Officer, Western-Southern Donald A. Bliss Formerly Chief Executive Officer, 10892 E. Fanfol Lane Northwestern Bell Scottsdale, Arizona 85259 and Vice President, U.S. West Communications James N. Clark 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, Sater, Suite 2100, Atrium Two 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 Properties 212 E. Third Street Suite 300 Cincinnati, Ohio 45202 William J. Williams Chairman of the Board, * Western-Southern
*Business address is 400 Broadway, Cincinnati, Ohio 45202. -1- The following table sets forth information concerning executive officers of Western-Southern.
Name Principal Occupation Business Address John F. Barrett President and Chief Executive Officer * James N. Clark Secretary * Bryan C. Dunn Senior Vice President and Chief * Marketing Officer Clint D. Gibler Senior Vice President Technology * Noreen J. Hayes Senior Vice President * Carroll R. Hutchinson Senior Vice President * William F. Ledwin Senior Vice President and Chief * Investment Officer, and President of Fort Washington Investment Advisors, Inc. Jill T. McGruder Senior Vice President * J. J. Miller Senior Vice President * Nora E. Moushey Senior Vice President and Chief * Actuary James M. Teeters Senior Vice President * Robert L. Walker Senior Vice President and Chief * Financial Officer William J. Williams Chairman of the Board * Donald J. Wuebbling Senior Vice President and General * Counsel
*Business address is 400 Broadway, Cincinnati, Ohio 45202. -2- The following table sets forth information concerning the directors of Waslic Company II:
Name Principal Occupation Business Address Wilson J. C. Braun, Jr. President, J.P. Morgan Trust Company 500 Stanton Christiana Road of Delaware Newark, Delaware 19713 William F. Ledwin Senior Vice President 400 Broadway and Chief Investment Officer, Cincinnati, Ohio 45202 Western-Southern, and President of Fort Washington Investment Advisors, Inc. Daniel F. Lindley Senior Vice President and Trust 1300 Market Street, Suite 605 Counsel, U.S. Trust Wilmington, Delaware 19899 Donald J. Wuebbling Senior Vice President and 400 Broadway General Counsel, Cincinnati, Ohio 45202 Western-Southern
The following table sets forth information concerning executive officers of Waslic Company II.
Name Principal Occupation Business Address Daniel F. Lindley Senior Vice President and Trust 1300 Market Street, Suite 605 President and Secretary Counsel, U.S. Trust Wilmington, Delaware 19899 Wilson J. C. Braun, Jr. President, J.P. Morgan Trust Company 500 Stanton Christiana Road Vice President and Treasurer of Delaware Newark, Delaware 19713 Janet Young Associate, Morgan Guaranty Trust 500 Stanton Christiana Road Vice President and Company Newark, Delaware 19713 Assistant Secretary Terence Connelly Associate, Morgan Guaranty Trust 500 Stanton Christiana Road Vice President and Assistant Secretary Company Newark, Delaware 19713 Patricia Genzel Accountant, Belfint, Lyons & Shuman 200 West Ninth Street Plaza Vice President Wilmington, Delaware 19899 Christine P. Schiltz Attorney, Reed & Smith, L.L.P. 1201 Market Street, Suite 1500 Vice President Wilmington, Delaware 19801-0195
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