-----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, ERQe4057NmgpmHza3tZNacYwLQ2mYohKQ4O9KFpXZkoqBmOGJbaQ6gojpot3t3kw bvQgPUKHmQFo8qZwINdwSw== 0000902664-09-004135.txt : 20091228 0000902664-09-004135.hdr.sgml : 20091225 20091228170211 ACCESSION NUMBER: 0000902664-09-004135 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20091228 DATE AS OF CHANGE: 20091228 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: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-55015 FILM NUMBER: 091262262 BUSINESS ADDRESS: STREET 1: 201 EAST FOURTH STREET CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5137237000 MAIL ADDRESS: STREET 1: 201 EAST FOURTH STREET STREET 2: PO BOX 1638 CITY: CINCINNATI STATE: OH ZIP: 45201 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: JANA PARTNERS LLC CENTRAL INDEX KEY: 0001159159 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 767 FIFTH AVENUE, 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: 212-455-0900 MAIL ADDRESS: STREET 1: 767 FIFTH AVENUE, 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10153 SC 13D/A 1 p09-2064sc13da.txt CONVERGYS CORPORATION SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------- SCHEDULE 13D* (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 8)(1) Convergys Corporation - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, No Par Value - -------------------------------------------------------------------------------- (Title of Class of Securities) 212485106 - -------------------------------------------------------------------------------- (CUSIP Number) Marc Weingarten, Esq. Schulte Roth & Zabel LLP 919 Third Avenue New York, New York 10022 (212) 756-2000 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 23, 2009 - -------------------------------------------------------------------------------- (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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. [ ] NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 4 Pages) - -------------------------- (1) 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) - -------------------------- ---------------------- CUSIP NO. 212485106 SCHEDULE 13D/A PAGE 2 OF 4 PAGES - -------------------------- ---------------------- - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) JANA Partners LLC - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER 8,118,418 (excluding 18,377 time-based restricted stock units) --------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY -0- OWNED BY --------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH 8,118,418 (excluding 18,377 time-based restricted stock units) --------------------------------------------------------- 10 SHARED DISPOSITIVE POWER -0- - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 8,118,418 (excluding 18,377 time-based restricted stock units) - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.6% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IA - ------------------------------------------------------------------------------- * SEE INSTRUCTIONS BEFORE FILLING OUT! - -------------------------- ---------------------- CUSIP NO. 212485106 SCHEDULE 13D/A PAGE 3 OF 4 PAGES - -------------------------- ---------------------- The Schedule 13D filed on July 25, 2008(the "Schedule 13D), as amended by Amendment No. 1 filed on August 27, 2008, Amendment No. 2 filed on September 17, 2008, Amendment No. 3 filed on October 20, 2008, Amendment No. 4 filed on February 5, 2009, Amendment No. 5 filed on May 4, 2009, Amendment No. 6 filed on June 3, 2009, and Amendment No. 7 filed on August 6, 2009 by JANA Partners LLC, a Delaware limited liability company (the "Reporting Person"), relating to the shares ("Shares") of common stock, no par value, of Convergys Corporation, an Ohio corporation (the "Issuer"), is hereby amended as set forth below by this Amendment No. 8 to the Schedule 13D. Item 4. Purpose of Transaction. Item 4 of the Schedule 13D is hereby supplemented as follows: On December 23, 2009, the Issuer and the Reporting Person, an affiliate of a shareholder of the Issuer, amended (the "Amendment") the Settlement Agreement dated February 4, 2009 by and among the Reporting Person and the Issuer. The Amendment extends the date from January 1, 2010 until February 1, 2010 for the Reporting Person to request that 2 additional directors be appointed to the Board not later than 30 days prior to the Issuer's 2010 annual meeting. A copy of the Amendment is attached hereto as Exhibit A and incorporated herein by reference. Item 5. Interest in Securities of the Company. Paragraphs (a) and (c) of Item 5 of the Schedule 13D are hereby amended and restated as follows: (a) The aggregate percentage of Shares reported to be beneficially owned by the Reporting Person is based upon 122,969,751 Shares outstanding, which is the total number of Shares outstanding as of September 30, 2009 as reported in the Issuer's Quarterly Report on Form 10-Q filed on November 4, 2009 for the period ended September 30, 2009. As of the close of business on December 28, 2009, the Reporting Person may be deemed to beneficially own 8,118,418 Shares (excluding 18,377 time-based restricted stock units) constituting approximately 6.6% of the Shares outstanding. (c) There have been no transactions in the Shares effected by the Reporting Person during the past sixty days. Item 7. Material to be Filed as Exhibits. 1. Exhibit A: Amendment to the Settlement Agreement dated December 23, 2009. - -------------------------- ---------------------- CUSIP NO. 212485106 SCHEDULE 13D/A PAGE 4 OF 4 PAGES - -------------------------- ---------------------- SIGNATURES 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. Dated: December 28, 2009 JANA PARTNERS LLC By: /s/ Jennifer Fanjiang --------------------------- Name: Jennifer Fanjiang Title: Deputy General Counsel EX-99 2 p09-2064exhibit_a.txt EXHIBIT A FIRST AMENDMENT TO AGREEMENT The Agreement (the "Agreement") dated February 4, 2009 by and among JANA Partners LLC ("JANA") and Convergys Corporation (the "Company", and together with JANA, the "Parties") is hereby amended by this first amendment (this "Amendment") dated as of December 23, 2009. 1. SECTION 3(B). The words "after November 30, 2009 and on or prior to January 1, 2010" in Section 3(b) of the Agreement are hereby replaced with the words "after November 30, 2009 and on or prior to February 1, 2010". 2. MISCELLANEOUS. This Amendment (i) shall be governed in all respects, including validity, interpretation and effect, by the laws of the State of New York without giving effect to the choice of law principles of such state, (ii) constitutes, together with the Agreement, the entire agreement of the Parties hereto with respect to the subject matter hereof, superseding all prior agreements, written or oral, (iii) may not be amended, except in writing, (iv) may be executed in counterparts, (v) shall be binding upon and inure to the benefit of each Party's successors and permitted assigns, (vi) may not be assigned without the prior written consent of the other Party and (vii) shall be enforceable, notwithstanding the unenforceability of any particular provision hereof, with respect to all other provisions hereof. IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date above written. CONVERGYS CORPORATION By: /s/Karen Bowman --------------------------- Name: Karen Bowman Title: General Counsel JANA PARTNERS LLC By: /s/Charles Penner --------------------------- Name: Charles Penner Title: Partner, General Counsel -----END PRIVACY-ENHANCED MESSAGE-----