-----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, Eh4FYFIYiL/OiUWYhIZzKyBG89q5DVAJehUw63v98/ODRFEnYYjOS6ZSvTqJVID+ 97j1lMygbzb3nJmsy+TgOg== 0000899140-01-500484.txt : 20020413 0000899140-01-500484.hdr.sgml : 20020413 ACCESSION NUMBER: 0000899140-01-500484 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20011220 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LIQUENT INC CENTRAL INDEX KEY: 0001082456 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 232845135 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-58303 FILM NUMBER: 1819967 BUSINESS ADDRESS: STREET 1: 1300 VIRGINA DRIVE SUITE 125 CITY: FORT WASGINGTON STATE: PA ZIP: 19034 BUSINESS PHONE: 2156549122 MAIL ADDRESS: STREET 1: 1300 VIRGINIA DRIVE SUITE 125 CITY: FORT WASHINGTON STATE: PA ZIP: 19034 FORMER COMPANY: FORMER CONFORMED NAME: ESPS INC DATE OF NAME CHANGE: 19990324 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LIQUENT INC CENTRAL INDEX KEY: 0001082456 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 232845135 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-58303 FILM NUMBER: 1819968 BUSINESS ADDRESS: STREET 1: 1300 VIRGINA DRIVE SUITE 125 CITY: FORT WASGINGTON STATE: PA ZIP: 19034 BUSINESS PHONE: 2156549122 MAIL ADDRESS: STREET 1: 1300 VIRGINIA DRIVE SUITE 125 CITY: FORT WASHINGTON STATE: PA ZIP: 19034 FORMER COMPANY: FORMER CONFORMED NAME: ESPS INC DATE OF NAME CHANGE: 19990324 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: INFORMATION HOLDINGS INC CENTRAL INDEX KEY: 0001063744 STANDARD INDUSTRIAL CLASSIFICATION: BOOKS: PUBLISHING OR PUBLISHING AND PRINTING [2731] IRS NUMBER: 061518007 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 2777 SUMMER STREET STREET 2: SUITE 209 CITY: STAMFORD STATE: CT ZIP: 06905 BUSINESS PHONE: 2034665055 MAIL ADDRESS: STREET 1: 2777 SUMMER STREET STREET 2: SUITE 209 CITY: STAMFORD STATE: CT ZIP: 06905 SC 14D1/A 1 ihi986941.txt AMENDMENT NO. 2 TO SCHEDULE 14D-1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------- SCHEDULE 14D-1 TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) and SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) ----------- LIQUENT, INC. (Name of Subject Company) INFORMATION HOLDINGS INC. FLUID ACQUISITION CORP. (Bidders) ----------- Common Stock, Par Value $0.001 Per Share (and Associated Purchase Rights) (Title of Class of Securities) ----------- 269129102 (CUSIP Number of Class of Securities) -------------------------------- Vincent A. Chippari Information Holdings Inc. 2777 Summer Street Stamford, CT 06905 Telephone (203) 961-9208 (Name, Address and Telephone Number of Person authorized to Receive Notices and Communications on Behalf of the Bidder) With a copy to: Steven J. Gartner, Esq. Willkie Farr & Gallagher 787 Seventh Avenue New York, New York 10019-6099 Telephone: (212) 728-8000 ================================================================================ 14D-1 and 13D CUSIP NO. 269129102 1. NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Fluid Acquisition Corp. 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 PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) OR 2(f) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,839,161 8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES [ ] 9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 92% 10. TYPE OF REPORTING PERSON CO 14D-1 and 13D CUSIP NO. 269129102 1. NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Information Holdings Inc. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) OR 2(f) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,839,161 8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES [ ] 9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 92% 10. TYPE OF REPORTING PERSON CO This Amendment No. 2 amends and supplements the Tender Offer Statement on Schedule TO-T filed with the Securities and Exchange Commission on November 21, 2001 (as previously amended and amended hereby, the "Schedule TO") by Information Holdings Inc., a Delaware corporation ("Parent"), and Fluid Acquisition Corp., a Delaware corporation ("Purchaser") and a wholly owned subsidiary of Parent, and amended by Amendment No. 1 filed on December 7, 2001, with respect to the offer by Purchaser to purchase all outstanding shares of common stock, par value $0.001 per share (the "Shares"), of Liquent, Inc. (formerly known as ESPS, Inc.), a Delaware corporation, at a purchase price of $2.27 per Share, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase and in the related Letter of Transmittal. Capitalized terms used and not defined herein have the meanings given to them in the Offer to Purchase and the Schedule TO. The Statement is also a Statement on Schedule 13D of Parent and Purchaser. This Amendment No. 2 also constitutes Amendment No. 1 to such Schedule 13D. ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY. The information set forth in Item 6 of the Statement is hereby amended and supplemented by amending and supplementing "Section 9-Certain Information Concerning Purchaser and Parent" of the Offer to Purchase as follows: The Offer expired at 12:00 Midnight, New York City time, on Wednesday, December 19, 2001. Based on information provided by the Depositary, 16,839,161 Shares or 92% of the outstanding Shares were validly tendered and not withdrawn pursuant to the Offer (including 5,942,981 Shares tendered by means of guaranteed delivery) at the expiration of the Offer. Purchaser has accepted for payment, and has notified the Depositary to promptly pay for the tendered and accepted Shares, in accordance with the Offer. On December 20, 2001, Parent issued a press release, a copy of which is attached hereto as Exhibit (a)(9) and incorporated herein by reference. Parent and Purchaser intend to complete the acquisition of the remaining Shares by promptly merging Purchaser with and into the Company in accordance with Delaware's merger provisions. ITEM 11. MATERIALS TO BE FILED AS EXHIBITS. The list of exhibits in Item 11 of the Statement is hereby amended and supplemented by adding the following exhibit: (a)(9) Press Release of Information Holdings Inc., dated December 20, 2001. SIGNATURE After due inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: December 20, 2001 FLUID ACQUISITION CORP. By: /s/ Vincent A. Chippari ----------------------------------- Name: Vincent A. Chippari Title: Executive Vice President and Chief Financial Officer INFORMATION HOLDINGS INC. By: /s/ Vincent A. Chippari ----------------------------------- Name: Vincent A. Chippari Title: Vice President and Secretary INDEX TO EXHIBITS Exhibit - ------- (a)(9) Press Release of Information Holdings Inc., dated December 20, 2001. EX-99.A(9) 3 ihi983635.txt PRESS RELEASE FOR IMMEDIATE RELEASE --------------------- Information Holdings Inc. Subsidiary Completes Tender Offer for Liquent, Inc. Stamford, CT, December 20, 2001 - Fluid Acquisition Corp., a wholly owned subsidiary of Information Holdings Inc. (NYSE: IHI), announced today that it has accepted for payment approximately 16,839,161 shares of common stock (including approximately 5,942,981 shares tendered by means of guaranteed delivery) of Liquent, Inc. (Nasdaq: LQNT) at a purchase price of $2.27 per share, net to the seller in cash, in accordance with its tender offer for all outstanding shares of Liquent. As of the expiration of the tender offer at 12:00 midnight, New York City time, on Wednesday, December 19, 2001, the Liquent shares validly tendered and accepted for purchase constituted approximately 92% of the total outstanding shares of Liquent. Information Holdings Inc. intends to merge Fluid Acquisition Corp. with and into Liquent in accordance with the merger provisions of Delaware General Corporation Law. As a result of the merger, Liquent will become a wholly owned subsidiary of IHI and each remaining outstanding share of Liquent will be converted, subject to appraisal rights, into the right to receive $2.27 in cash, without interest. The statements in this press release, which are not historical facts, are forward-looking statements. These forward-looking statements involve risks and uncertainties that could render them materially different. Forward-looking statements are typically statements that are preceded by, followed by or include the words "believes," "plans," "intends," "will," "expects," "anticipates," or similar expressions. Actual results may differ materially from the results predicted, and reported results should not be considered as an indication of future performance. These forward-looking statements involve risks and uncertainties that could render them materially different. More information about factors that could potentially affect IHI's financial results is included in IHI's filings with the SEC, including its quarterly report on Form 10-Q for the quarter ended September 30, 2001, and its Annual Report on Form 10-K for the year ended December 31, 2001. The forward-looking information in this release reflects management's judgment only on the date of this press release. IHI undertakes no responsibility to publicly update the forward-looking statements contained in this press release. For more information, contact: Vincent A. Chippari 203-961-9208 vchippari@informationholdings.com -----END PRIVACY-ENHANCED MESSAGE-----