-----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, O7Wn5iccr/SYkcbuVDlyGNkr5AJvUpZEA7hvxOuzxH41HhSi27MmtM3aTVIRY4/f OSTxjJGzPupvBMOTWSegGw== 0000902664-05-001618.txt : 20050803 0000902664-05-001618.hdr.sgml : 20050803 20050803162723 ACCESSION NUMBER: 0000902664-05-001618 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20050803 DATE AS OF CHANGE: 20050803 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SOURCECORP INC CENTRAL INDEX KEY: 0000936931 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 752560895 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-48475 FILM NUMBER: 05995992 BUSINESS ADDRESS: STREET 1: 3232 MCKINNEY AVE STREET 2: STE 900 CITY: DALLAS STATE: TX ZIP: 75204 BUSINESS PHONE: 2149537555 MAIL ADDRESS: STREET 1: 3232 MCKINNEY AVE STREET 2: STE 900 CITY: DALLAS STATE: TX ZIP: 75204 FORMER COMPANY: FORMER CONFORMED NAME: FYI INC DATE OF NAME CHANGE: 19951026 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: JANA PARTNERS LLC STREET 2: 536 PACIFIC AVENUE CITY: SAN FRANCISCO STATE: CA ZIP: 94133 BUSINESS PHONE: 2125935955 SC 13D/A 1 sc13da.txt SOURCECORP, INCORPORATED SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------- SCHEDULE 13D/A* (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. 2) SOURCECORP, Incorporated - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.01 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 836167106 - -------------------------------------------------------------------------------- (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) August 1, 2005 - -------------------------------------------------------------------------------- (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 5 Pages) - -------------------------- * 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. 836167106 SCHEDULE 13D/A PAGE 2 OF 5 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 2,065,192(see Item 5) ---------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY -0- OWNED BY ---------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH 2,065,192 (see Item 5) ---------------------------------------------------------- 10 SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 2,065,192 (see Item 5) - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.2% (see Item 5) - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IA - -------------------------------------------------------------------------------- * SEE INSTRUCTIONS BEFORE FILLING OUT! - ------------------------------ --------------------- CUSIP NO. 836167106 SCHEDULE 13D/A PAGE 3 OF 5 PAGES - ------------------------------ --------------------- The Schedule 13D (the "Schedule 13D") filed on May 9, 2005 by JANA Partners LLC, a Delaware limited liability company (the "Reporting Person"), relating to the shares ("Shares") of common stock, $0.01 par value, of SOURCECORP, Incorporated (the "Issuer"), as amended by Amendment No. 1 to the Schedule 13D filed on July 6, 2005, is hereby further amended as set forth below by this Amendment No. 2 to the Schedule 13D. The principal executive office of the Issuer is located at 3232 McKinney Avenue, Suite 1000, Dallas, Texas 75204. ITEM 4. PURPOSE OF TRANSACTION. Item 4 of the Schedule 13D is hereby amended and supplemented by deleting the last two paragraphs thereof and replacing them with the following: On August 1, 2005, after a series of discussions, the Issuer and the Reporting Person entered into a confidentiality agreement (the "Confidentiality Agreement") pursuant to which, among other things, the Reporting Person agreed to maintain the confidentiality of any confidential information of the Issuer provided to it. The term of the Confidentiality Agreement is two years. Upon the conclusion of the discussions between the Reporting Person and the Issuer or, if earlier, upon the Issuer's request, the Reporting Person must return all confidential information to the Issuer. A copy of the Confidentiality Agreement is attached hereto as Exhibit E and incorporated herein by reference. On August 2, 2005, the Issuer appointed Marc A. Weisman to the Board as a representative of the Reporting Person. The Reporting Person intends to review its investment in the Issuer on a continuing basis and, subject to the Confidentiality Agreement, may engage in discussions with management, the Board, other stockholders of the Issuer and other relevant parties concerning the business, operations, board composition, management, strategy and future plans of the Issuer. Depending on various factors including, without limitation, the Issuer's financial position and strategic direction, the outcome of the discussions and actions referenced above, price levels of the Shares, conditions in the securities market and general economic and industry conditions, the Reporting Person may in the future, subject to the Confidentiality Agreement, take such actions with respect to its investment in the Issuer as it deems appropriate including, without limitation, purchasing additional Shares or selling some or all of its Shares, engaging in short selling of or any hedging or similar transactions with respect to the Shares and/or otherwise changing its intention with respect to any and all matters referred to in Item 4 of Schedule 13D. Except as set forth herein and in the Exhibits hereto, the Reporting Person has no present plan or proposal that would relate to or result in any of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Item 7 of the Schedule 13D is hereby amended and supplemented as follows: 5. Exhibit E - Confidentiality Agreement, dated August 1, 2005, by and between the Issuer and the Reporting Person - --------------------------- ------------------- CUSIP NO. 836167106 SCHEDULE 13D/A PAGE 4 OF 5 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: August 3, 2005 JANA PARTNERS LLC By: /s/ Barry Rosenstein --------------------------- Name: Barry Rosenstein Title: Managing Partner By: /s/ Gary Claar --------------------------- Name: Gary Claar Title: Managing Director - --------------------------- ------------------- CUSIP NO. 836167106 SCHEDULE 13D/A PAGE 5 OF 5 PAGES - --------------------------- ------------------- EXHIBIT INDEX 1. Exhibit A - Complaint filed on July 6, 2005 (previously filed) 2. Exhibit B - Letter to the Issuer, dated July 6, 2005 (previously filed) 3. Exhibit C - Demand letter to the Issuer, dated July 6, 2005, pursuant to Section 220 of the Delaware General Corporation Law (previously filed) 4. Exhibit D - Press release issued on July 6, 2005 (previously filed) 5. Exhibit E - Confidentiality Agreement, dated August 1, 2005, by and between the Issuer and the Reporting Person EX-99 2 exh99-1.txt CONFIDENTIALITY AGREEMENT CONFIDENTIALITY AGREEMENT This Confidentiality Agreement (the "Agreement") is made as of the 1st day of August, 2005 by and between SOURCECORP, Incorporated ("SOURCECORP") and JANA Partners LLC ("JANA", and together with SOURCECORP, the "Parties"). 1. BACKGROUND. SOURCECORP is prepared to furnish to JANA and to JANA's directors, officers, members, employees and agents, as applicable (collectively, "Representatives"), certain of its confidential or proprietary information. The Parties are entering into this Agreement in order to assure the confidentiality of the Confidential Information (as defined below) in accordance with the terms of this Agreement. 2. CONFIDENTIAL INFORMATION. As used in this Agreement, the term "Confidential Information" shall mean all information and data of SOURCECORP or any of its affiliates furnished to JANA or any of its Representatives pursuant to this Agreement by or on behalf of SOURCECORP, but does not include information that (i) was known by JANA or available to the public prior to the time of its disclosure, (ii) becomes available to the public through no act or omission of JANA or (iii) becomes available to JANA from a third party not known by JANA to be under any obligation of confidentiality to SOURCECORP with respect thereto. In addition, the term "Confidential Information" shall be deemed to include any notes, analyses, compilations, studies, interpretations, memoranda or other documents prepared by JANA or its Representatives that contain, reflect or are based upon, in whole or in part, or recollections or memorizations of, any Confidential Information furnished to JANA or its Representatives pursuant hereto. 3. USE AND DISCLOSURE OF CONFIDENTIAL INFORMATION. JANA and its Representatives shall use the Confidential Information only with respect to evaluating JANA's investment in SOURCECORP, including to provide feedback to a JANA designee appointed to the board of directors of SOURCECORP (the "Board") in his capacity as a member of the Board. The Confidential Information shall not be used or exploited for any other purpose without the prior written consent of SOURCECORP. JANA and its Representatives shall hold in strict confidence, and shall not use or disclose any Confidential Information, except as is required by law in the written legal opinion, provided to JANA, of JANA's outside counsel (it being agreed that such exception shall not permit JANA to disclose Confidential Information otherwise in violation of this Agreement merely by virtue of its desire to trade in SOURCECORP securities). JANA shall provide a copy of such opinion to SOURCECORP upon request. In the event of any such disclosure pursuant to court order or governmental request, JANA will provide SOURCECORP with reasonable prior written notice so that SOURCECORP may seek a protective order or other appropriate remedy, and JANA shall exercise reasonable best efforts to assist SOURCECORP at SOURCECORP's expense in obtaining such order or remedy. JANA shall disclose Confidential Information to its Representatives only on a need to know basis for the purpose specified herein. In any event, JANA shall be responsible for any breach of this Agreement by any of its Representatives, and agrees, at its sole expense, to use reasonable best efforts to safeguard the Confidential Information and restrain its Representatives from any prohibited or unauthorized disclosure or use of the Confidential Information. In addition, JANA hereby acknowledges that the federal securities laws, including Regulation FD thereof, may impose restrictions on its ability to purchase, sell, trade or otherwise transfer securities of SOURCECORP until such time as the material, non-public information provided by SOURCECORP to JANA becomes publicly available or is no longer material and JANA further agrees hereby to comply with all such restrictions. Nothing herein shall prevent a JANA designee appointed to the Board from using Confidential Information in his capacity as a member of the Board. Nothing herein shall restrict communications between JANA and a JANA designee appointed to the Board, and no such communication shall be deemed a violation of SOURCECORP's policies applicable to its directors. 4. RETURN OF CONFIDENTIAL INFORMATION. JANA shall, upon conclusion of discussions between the Parties hereto, or at any earlier time upon SOURCECORP's request, return to SOURCECORP all documents furnished to JANA by or on behalf of SOURCECORP containing Confidential Information, and JANA shall destroy all copies, electronic or otherwise, of such material together with any notes, extracts and other materials prepared by JANA or JANA's Representatives containing or based upon any Confidential Information. In addition, upon the written request of SOURCECORP, JANA shall deliver an officer's certificate certifying that it has complied with the provisions of this Section 4. 5. ACCURACY AND COMPLETENESS. Neither SOURCECORP nor its Representatives makes any representations or warranties as to the accuracy or completeness of the Confidential Information. JANA agrees that neither SOURCECORP nor any of its Representatives shall have any liability to JANA resulting from JANA's disclosure or use of the Confidential Information, whether or not permitted hereby. 6. NO WAIVER. No failure or delay by either Party in exercising any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial waiver thereof preclude any other or further exercise thereof or the exercise of any other right or remedy hereunder. 7. INJUNCTIVE RELIEF. Each party acknowledges and agrees that, because of the unique nature of this Agreement, the other party would suffer irreparable harm in the event of a breach by such party of any of its obligations under this Agreement, such that monetary damages would be inadequate to compensate the non-breaching party for such a breach. Each party agrees that under such circumstances the other party shall be entitled to seek injunctive relief, in addition to any other appropriate relief at law to which such party shall be entitled, and waives any requirement for the securing or posting of any bond in connection with such remedy. 8. TERMINATION. This Agreement and each provision herein shall terminate two years from the date hereof. 9. COSTS; DAMAGES. In the event of an improper disclosure or use of Confidential Information by JANA or its Representatives, JANA shall assume and discharge liability for all costs, damages and expenses sustained by SOURCECORP as may be caused or compounded thereby. If any suit or other action is commenced to construe or enforce any provision of this Agreement, the prevailing Party, in addition to all other amounts such Party shall be entitled to receive from the non-prevailing Party to such action, shall be awarded reasonable attorney's fees and court costs. 10. MISCELLANEOUS. This Agreement (i) shall be governed by, and construed in accordance with, the laws of the State of New York applicable to contracts entered into and to be performed wholly within said State, (ii) constitutes 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. [THE REMAINDER OF THIS PAGE IS LEFT BLANK INTENTIONALLY. THE SIGNATURES FOLLOW ON THE NEXT PAGE (PAGE 3).] 2 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written. SOURCECORP, INCORPORATED By: /s/ Gary Claar ------------------------------- Name: Gary Claar Title: Managing Director JANA PARTNERS LLC By: /s/ Ed H. Bowman, Jr. ------------------------------- Name: Ed H. Bowman, Jr. Title: Chief Executive Officer and President 3 -----END PRIVACY-ENHANCED MESSAGE-----