-----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, RZqsP5ampHhZn0aa6X9Rev8zA/GmSJ+yv12nhkMIBT5OaOuaJrhQDYDAJGmeKUvr 5cEPxGH+GVLj1iwKn4pcgw== 0000891836-99-000425.txt : 19990615 0000891836-99-000425.hdr.sgml : 19990615 ACCESSION NUMBER: 0000891836-99-000425 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19990501 FILED AS OF DATE: 19990611 FILER: COMPANY DATA: COMPANY CONFORMED NAME: REUTERS GROUP PLC CENTRAL INDEX KEY: 0001056084 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] FILING VALUES: FORM TYPE: 6-K SEC ACT: SEC FILE NUMBER: 333-08354 FILM NUMBER: 99644651 BUSINESS ADDRESS: STREET 1: 85 FLEET STREET STREET 2: LONDON EC44AJ ENGAND BUSINESS PHONE: 01715428187 MAIL ADDRESS: STREET 1: 85 FLEET STREET STREET 2: LONDON EC44AJ ENGLAND 6-K 1 FORM 6-K, REUTERS GROUP PLC FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month May 1999 - -------------------------------------------------------------------------------- REUTERS GROUP PLC - -------------------------------------------------------------------------------- (Translation of registrant's name into English) 85 FLEET STREET, LONDON EC4P 4AJ, ENGLAND - -------------------------------------------------------------------------------- (Address of principal executive offices) [Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.] Form 20-F _X_ Form 40-F __ [Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.] Yes ___ No _X_ THIS REPORT IS INCORPORATED BY REFERENCE IN THE PROSPECTUSES CONTAINED IN POST EFFECTIVE AMENDMENT NO. 2 TO REGISTRATION STATEMENT NO. 33-16927 ON FORM S-8, POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT NO. 33-69694 ON FORM F-3, POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT NO. 33-90398 ON FORM S-8, POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT NO. 333-7374 ON FORM F-3 AND REGISTRATION STATEMENT NO. 333-5998 ON FORM S-8 FILED BY THE REGISTRANT UNDER THE SECURITIES ACT OF 1933. 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, thereunto duly authorized. REUTERS GROUP PLC -------------------------------- (Registrant) Dated: June 11, 1999 By: /s/ Nancy C. Gardner ---------------------------- Nancy C. Gardner Attorney-in-Fact EX-99.1 2 PRESS RELEASE [REUTERS LOGO] [GRAPHIC] NEWS RELEASE - -------------------------------------------------------------------------------- FOR IMMEDIATE RELEASE CONTACT: Robert Crooke Nancy Bobrowitz Media Relations Investor Relations Reuters America Inc. Reuters America Inc. 212-603-3587 212-603-3345 Terrence Mulry Corporate Communications Instinet Corporation 212-310-9554 INSTINET FORMS CONSORTIUM TO ACQUIRE 54% OF TRADEPOINT FOR (POUND)14 MILLION London, May 6, 1999 - Reuters announced today that its subsidiary, Instinet Corporation, is forming a consortium to acquire a majority interest (54.4%) in Tradepoint Financial Networks PLC, the London-based electronic stock exchange, for (pound)14 million. Subject to Tradepoint shareholder and regulatory approval, the consortium will subscribe for 70 million new ordinary Tradepoint shares at 20p per share. Provision has been made for the consortium to increase its stake in Tradepoint to over 60%. The consortium consists of Instinet (an agency broker), American Century (a leading US mutual fund manager), Archipelago (the US electronic communications network, in which Goldman Sachs and E*Trade are major investors), as well as J.P. Morgan and Morgan Stanley Dean Witter & Co (leading US investment banks). Other financial institutions have expressed an interest in joining the consortium. Tradepoint is an electronic order-driven equities market for UK securities, with a fully transparent order book. Established in 1996 as a for-profit exchange, it currently has over 80 members, including institutions and broker-dealers. Instinet, founded in 1969, is the largest global agency broker and a leader in electronic trading technology. It is a member of 17 exchanges in North America, Europe and Asia and offers equity trading, research, and direct electronic access to all operators in the global markets. DOUGLAS M ATKIN, Instinet's chief executive, said: "Given the economics of the capital markets, the for-profit market model will be increasingly important to the future development and evolution of many exchanges. We believe Tradepoint represents a combination of visionary thinking and technology which complements Instinet's brokerage model as well as our work with exchanges worldwide to open the capital gateways to investors around the world." HAROLD BRADLEY, senior vice president of American Century, said: "We see the Tradepoint investment as consistent with our mission to lower trading costs for our investors, to promote efficient markets and ultimately to increase investment returns for our mutual fund shareholders." JERKER M JOHANSSON, chief operating officer of Morgan Stanley Dean Witter's institutional equity division in Europe, said: "This investment is consistent with Morgan Stanley Dean Witter's continued commitment to provide our clients with innovative ways to access markets through the application of technology." END (12/99) NOTE TO EDITORS INSTINET, founded in 1969 as an agency broker, is now the global leader in agency brokerage and the development of innovative electronic trading technology, offering equity trading, research and direct electronic access to global markets. Instinet is a member of 17 exchanges in North America, Europe, and Asia. Instinet pioneered the use of advanced technology to improve the trading performance of investment professionals worldwide. That principle still guides its growth and development as a leader in providing electronic brokerage services to investors in the world markets. REUTERS (NASDAQ: RTRSY) supplies the global financial markets and the news media with the widest range of information and news products including real-time financial data, collective investment data, numerical, textual, historical and graphical databases plus news, graphics, news video, and news pictures, reaching over 485,000 users in 57,900 locations. Reuters designs and installs enterprise-wide information management and risk management systems for the financial markets as well as providing equity and foreign exchange transaction systems. It extensively uses internet technologies for wider distribution of information and news. The Group employed 16,938 staff in 218 cities in 96 countries at December 31, 1998. Reuters is the world's largest news and television agency with 2,072 journalists, photographers and camera operators in 182 bureaus serving 157 countries. News is published in 22 languages. For more details see www.reuters.com/mediapack/ Reuters and the dotted and sphere logos are the trademarks of the Reuters Group of Companies. EX-99.2 3 PRESS RELEASE DATED MAY 11, 1999 11 May 1999 No: 14/99 REUTERS SUBSIDIARY, TIBCO SOFTWARE, HAS FILED FOR IPO London - Reuters Group PLC announced today that its subsidiary, TIBCO Software Inc., based in Palo Alto California, has filed a Registration Statement with the US Securities and Exchange Commission (SEC) for a proposed initial public offering (IPO) of common stock. It is expected that the IPO will be completed in the third quarter of 1999. All of the common stock offered in the IPO will be sold by TIBCO Software; Reuters will not receive any proceeds from the offering. Following the IPO, Reuters will remain the largest single shareholder in TIBCO Software. Reuters acquired Teknekron Software Systems, Inc. in March 1994 for $125 million and renamed the company TIBCO Inc. in 1996. In January 1997, Reuters established TIBCO Software as a separate entity to exploit TIBCO technologies outside the financial services market. TIBCO Inc. was then renamed TIBCO Finance Technology Inc. and continues to focus on opportunities within financial service industries. It is not part of the IPO and remains a wholly-owned subsidiary of Reuters. Reuters continues to own the underlying TIBCO technology which it licenses to TIBCO Software. DAVID URE, Reuters executive director, said: "Establishing TIBCO Software as a publicly quoted company is intended to provide TIBCO Software with capital, brand recognition and attractive opportunities to recruit and retain key software engineering staff." A registration statement relating to these securities has been filed with the SEC but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state. END CONTACTS: Peter Thomas Tel: +44 171 542 4980 Director, Media Relations peter.v.thomas@reuters.com Adrian Duffield Tel: +44 171 542 8666 Manager, Corporate Communications adrian.duffield@reuters.com For more information about Reuters see www.reuters.com/mediapack/ Reuters and the dotted and sphere logos are the trademarks of the Reuters Group of Companies. Contact: Robert Crooke Tel: 212-603-3587 Vice President, Media Relations, Reuters America Inc. robert.crooke@reuters.com Nancy Bobrowitz Tel: 212-603-3345 Vice President, Investor Relations, Reuters America Inc. nancy.bobrowitz@reuters.com Terrence J. Mulry Tel: 212-310-9554 Vice President, Corporate Communications Instinet Corporation terrence_mulry@instinet.com EX-99.3 4 PRESS RELEASE , DATED MAY 11, 1999 INSTINET ACQUIRES 11.4% OF W.R.HAMBRECHT FOR US$20 MILLION London, May 11, 1999 - Reuters electronic broking subsidiary, Instinet, has acquired an 11.4% stake for US$20 million in W.R.Hambrecht + Co, an investment bank based in San Francisco. In February 1999, W.R.Hambrecht launched `OpenIPO system', an auction-based method of taking companies public on the Internet, which has been extensively used by technology-driven investment banks. The system offers companies a way to generate capital more efficiently through technology by offering individuals greater access to the IPO process and by introducing transparency for all institutional and individual investors. The offering of IPO's over the Internet also enables investors to participate in setting the optimal price. Instinet and W.R.Hambrecht are also in advanced negotiations regarding an international joint venture to increase the efficiencies of the capital raising business in Europe and Asia through Instinet's global agency brokerage using W.R.Hambrecht's OpenIPO system. DOUG ATKIN, Instinet's chief executive officer, commented: "For issuers, W.R.Hambrecht's OpenIPO method represents a fundamentally new way to raise capital at much lower cost. For investors, many of whom have been excluded from participation in IPOs, it means the ability to participate. This alliance goes to the heart of Instinet's strategy to make issuers and investors more efficient." -2- END 13/99) NOTE TO EDITORS INSTINET, founded in 1969 as an agency broker, is now the global leader in agency brokerage and the development of innovative electronic trading technology, offering equity trading, research and direct electronic access to global markets. Instinet is a member of 17 exchanges in North America, Europe, and Asia. Instinet pioneered the use of advanced technology to improve the trading performance of investment professionals world-wide. That principle still guides its growth and development as a leader in providing electronic brokerage services to investors in the world markets. W.R. HAMBRECHT + Co. offers a full range of financial services that builds on its stated 'early investing' philosophy focusing on emerging companies. Founded in January 1998 by Silicon Valley pioneer Bill Hambrecht, W.R. Hambrecht + Co. became a licensed broker-dealer in July 1998. The company is active in investment banking, electronic brokerage services, private equity, mergers and acquisitions advisory services, research, trading and electronic underwriting through its OpenIPO system. Initially, W.R. Hambrecht + Co. is focusing on three growth industries significantly affected by new technological developments: software, the Internet, and branded consumer products. REUTERS (NASDAQ: RTRSY) supplies the global financial markets and the news media with the widest range of information and news products including real-time financial data, collective investment data, numerical, textual, historical and graphical databases plus news, graphics, news video, and news pictures, reaching over 485,000 users in 57,900 locations. Reuters designs and installs enterprise-wide information management and risk management systems for the financial markets as well as providing equity and foreign exchange transaction systems. It extensively uses internet technologies for wider distribution of information and news. The Group employed 16,938 staff in 218 cities in 96 countries at December 31, 1998. Reuters is the world's largest news and television agency with 2,072 journalists, photographers and camera operators in 182 bureaus serving 157 countries. News is published in 22 languages. For more details see www.reuters.com/mediapack/ Reuters and the dotted and sphere logos are the trademarks of the Reuters Group of Companies. EX-99.3 5 PRESS RELEASE DATED MAY 17, 1999 17 MAY 1999 DOW JONES AND REUTERS COMBINE INTERACTIVE BUSINESS SERVICES NEW VENTURE WILL OFFER COMBINED INTERNET PRODUCT TO GLOBAL CORPORATE DESKTOP MARKET London - Dow Jones and Company and Reuters announced today that they have agreed to combine their interactive business services, Dow Jones Interactive and Reuters Business Briefing. The agreement will result in the formation of a new joint venture, Dow Jones Reuters Business Interactive LLC, with combined 1998 revenues of more than US$225 million. The new company will be a leading global service provider of proprietary and third-party business information to corporate and professional markets. Importantly, it will target business professionals at their desktops through Internet distribution. Dow Jones Reuters Business Interactive LLC will develop an innovative new web-based service to provide corporate news, information and research data for many categories of business professionals. It is currently planned to launch this product, with its innovative features and functionality, within 12 months. Before the new product is launched, both Dow Jones and Reuters will provide proprietary content to one another's existing products enabling their respective customers to access and benefit from their combined information sources. Both companies believe that the potential for developing the business information market for corporate users is significant. Independent research indicates that there are some five million potential corporate users worldwide, and that the corporate information market may be worth some US$6 billion by 2002. The new company will be well positioned to benefit from the growth in this market. It will provide multiple language content and interfaces and will extend its penetration into developed markets in North America and Western Europe and exploit emerging markets in Asia, Eastern Europe and Latin America. PETER JOB, Reuters chief executive, said: "The business information market is growing rapidly. To benefit fully from its growth one needs size, considerable information access and a leading market position. This combination provides those attributes and offers both partners excellent opportunities to realise the potential of the business information market worldwide, particularly through exploiting Internet technology. We are delighted to have been able to bring about this venture." PETER KANN, chairman and chief executive officer, Dow Jones and Company, said: "Combining Dow Jones Interactive and Reuters Business Briefing will bring together the leading, state-of-the-art business `current awareness' and archival services in North America, Europe and Asia, which we expect to be a `must-have' offering for every corporate desktop worldwide. We're thrilled to have completed this agreement." The new joint venture company will be owned equally by Reuters and Dow Jones with a board of directors comprising representatives from the two companies. Its president and chief executive will be Timothy Andrews, currently vice president and editor of enterprise products for Dow Jones Interactive Publishing. The non-executive chairmanship of the board will rotate between the two parent companies. Rob Rowley, Reuters finance director, will be the first to hold the position. Dow Jones Interactive, formerly known as Dow Jones News/Retrieval, provides archival material from The Wall Street Journal and Dow Jones Newswires and more than 6,000 other publications and is currently available on more than 650,000 desktops around the world. Reuters Business Briefing delivers to over 6,000 corporations and financial institutions a database of over 4,000 sources including leading newspapers, newswires, trade journals and magazines as well as archived Reuters news wires. The new venture will have archival rights to The Wall Street Journal, including its international editions, and be able to access extensive content from more than 7,000 international business news and information sources in 20 languages, with user interfaces in 11 of these languages. The new venture does not involve the two companies' consumer Internet products, including The Wall Street Journal Interactive Edition and Reuters digital new media products, nor their competing real-time financial newswires. End CONTACT: REUTERS: Geoff Wicks Tel: +44 171 542 8666 Director, Corporate Relations geoff.wicks@reuters.com Peter V. Thomas Tel: +44 171 542 4890 Director, Media Relations peter.v.thomas@reuters.com Robert Crooke Tel: (212) 603 3587 Vice President, Media Relations, Reuters America Inc. robert.crooke@reuters.com Nancy Bobrowitz Tel: (212) 603 3345 Vice President, Investor Relations, Reuters America Inc. nancy.bobrowitz@reuters.com DOW JONES & COMPANY Richard Tofel Tel: (212) 416 2951 Vice President, Corporate Communications dick.tofel@dowjones.com VALERIE GERARD TEL: (212) 416 2687 Director of Investor Relations valerie.gerard@dowjones.com Brigitte Trafford Tel: +44 171 842 9690 Director of Corporate Communications, London brigitte.trafford@dowjones.com NOTE TO EDITORS PRESS BRIEFINGS NEW YORK - 17 MAY 1999: There will be a press conference in New York today at 4pm (BST). UK and European press may listen in to this event by dialling: Domestic (US) 800 633 8763 International: 001 212 346 6423 (Quoting reservation number 12376646 for both) London - 18 May 1999: Timothy Andrews (CEO, Dow Jones Reuters Business Interactive LLC) and Michele Lally (Director, Reuters Corporate Information Group) will be available to brief the press and answer questions on Tuesday 18 May at 2.30pm. The press briefing will take place at: Financial Dynamics, 30 Furnival Street, London EC4. Registration and coffee from 2.15pm For further information or to register, please contact: Shirley Andrew / Bridget Currie, Financial Dynamics, tel: 0171 831 3113 ABOUT DOW JONES & COMPANY In addition to Dow Jones Interactive, Dow Jones & Company publishes The Wall Street Journal and its international and Interactive editions, Dow Jones Newswires, Dow Jones Indexes, Barron's and SmartMoney magazines and other periodicals, and the Ottaway group of community newspapers. Dow Jones is co-owner of the CNBC television operations in Europe and Asia, and also provides news content to CNBC in the U.S. For more details see www.dj.com ABOUT REUTERS Reuters supplies the global financial markets and the news media with the widest range of information and news products including real-time financial data, collective investment data, numerical, textual, historical and graphical databases plus news, graphics, news video, and news pictures, reaching over 485,000 users located in 57,900 organisations. Reuters designs and installs enterprise-wide information management and risk management systems for the financial markets as well as providing equity and foreign exchange transaction systems. It extensively uses internet technologies for wider distribution of information and news. The Group employed 16,938 staff in 218 cities in 96 countries at 31 December 1998. Reuters is the world's largest news and television agency with 2,072 journalists, photographers and camera operators in 182 bureaux serving 157 countries. News is published in 23 languages. For more details see www.reuters.com/aboutreuters Reuters and the dotted and sphere logos are the trademarks of the Reuters Group of Companies. THIS RELEASE CONTAINS FORWARD LOOKING STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE ANTICIPATED. SUCH RISKS AND UNCERTAINTIES INCLUDE, BUT ARE NOT LIMITED TO, THE SIZE OF THE CORPORATE DESKTOP MARKET FOR ON-LINE BUSINESS INFORMATION AND RESEARCH SERVICES AND THE EXTENT TO WHICH THAT MARKET GROWS; COMPETITION FROM OTHER ON-LINE AND TRADITIONAL BUSINESS INFORMATION SERVICES; DIFFICULTIES OR DELAYS THAT MAY BE ENCOUNTERED IN THE DEVELOPMENT, PRODUCTION, TESTING OR IMPLEMENTATION OF NEW PRODUCTS; AND SUCH OTHER RISK FACTORS AS HAVE BEEN OR MAY BE INCLUDED FROM TIME TO TIME IN THE REPORTS THAT REUTERS GROUP PLC OR DOW JONES & COMPANY, INC. FILE WITH THE SEC. -----END PRIVACY-ENHANCED MESSAGE-----