0001193125-12-257323.txt : 20120601 0001193125-12-257323.hdr.sgml : 20120601 20120601164953 ACCESSION NUMBER: 0001193125-12-257323 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120531 ITEM INFORMATION: Termination of a Material Definitive Agreement FILED AS OF DATE: 20120601 DATE AS OF CHANGE: 20120601 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14379 FILM NUMBER: 12883952 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 8-K 1 d360622d8k.htm FORM 8-K Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (date of earliest event reported): May 31, 2012

 

 

CONVERGYS CORPORATION

(Exact Name of Registrant Specified in Charter)

 

 

Commission File Number 1-4379

 

Ohio   31-1598292

(State or Other Jurisdiction of

Incorporation)

  

(I.R.S. Employer

Identification No.)

201 East Fourth Street

Cincinnati, Ohio

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (513) 723-7000

N/A

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240, 14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240, 13e-4(c))

 

 

 

Item 1.02 Termination of a Material Definitive Agreement

Effective on May 31, 2012, Convergys Corporation (“Convergys”) exercised its option to purchase its leased office facility in Orlando, Florida by discharging the related lease financing in the aggregate principal amount of $55 million. The lease, which had been refinanced in June 2010, had been accounted for as a capital lease.

In connection with Convergys’ purchase of the facility, the parties terminated (with the exception of certain provisions that survive the termination) certain agreements associated with the lease financing, including the following: (i) the Second Amended and Restated Lease Agreement dated as of June 30, 2010 between Wachovia Development Corporation and Convergys, (ii) the Amended and Restated Participation Agreement dated as of June 30, 2010 among Convergys, certain subsidiaries, Wachovia Development Corporation, various other banks and lending institutions, as credit lenders and mortgage lenders, and Wells Fargo Bank, National Association, as Agent, (iii) the Amended and Restated Security Agreement dated as of June 30, 2010 between Wachovia Development Corporation and Wells Fargo Bank, National Association, as Agent, and accepted and agreed to by Convergys, and (iv) the Assignment and Recharacterization Agreement dated as of June 30, 2010 between Convergys, certain subsidiaries, Wachovia Development Corporation, certain note purchasers, certain debt providers, Wells Fargo Bank, National Association, as Agent, and various other banks and lending institutions, as credit lenders and mortgage lenders.

Convergys and its subsidiaries have other relationships, including cash management and foreign exchange services, with certain of the parties to the agreements that were terminated.

SIGNATURE

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 hereunto duly authorized.

 

     CONVERGYS CORPORATION
    
Dated: June 1, 2012    By:   /s/ Taylor C. Greenwald
     Taylor C. Greenwald
     Chief Accounting Officer, Vice President and
     Controller