-----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, JUDy6QoFgNZYbHPCnTD5Zs2I4RIRJwkdeUKJoacbSWkzoqL4z8lQFO6r7MVLoLUF xnkXGK3LQTD6H9SrmSNJvA== 0000899140-01-500506.txt : 20020413 0000899140-01-500506.hdr.sgml : 20020413 ACCESSION NUMBER: 0000899140-01-500506 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20011228 GROUP MEMBERS: FLUID ACQUISITION CORP 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 TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-58303 FILM NUMBER: 1825791 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: 1825792 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 TO-T/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 TO-T/A 1 liqi988703b.txt TENDER OFFER STATEMENT SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Schedule TO-T/A Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Amendment No. 3 ------------------ Liquent, Inc. (formerly known as ESPS, Inc.) (Name of Subject Company) Fluid Acquisition Corp. (Name of Purchaser) Information Holdings Inc. (Name of Filing Person -- Offeror) Common Stock, Par Value $0.001 Per Share (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 Filing Persons) ----------------- Copy to: Steven J. Gartner, Esq. Willkie Farr & Gallagher 787 Seventh Avenue New York, New York 10019-6099 Telephone: (212) 728-8000 CALCULATION OF FILING FEE ================================================================================ Transaction Valuation* Amount of Filing Fee - -------------------------------------------------------------------------------- $45,125,798 $9,026 ================================================================================ *Estimated for purposes of calculating the amount of filing fee only. The amount assumes the purchase of 17,988,695 shares of common stock, par value $.001 per share (the "Shares"), at a price per Share of $2.27 in cash, as well as 1,890,511 Shares subject to options at an exercise price of less than $2.27. Such number of Shares represents all of the Shares outstanding as of November 13, 2001. |X| Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: $9,026 Filing party: Information Holdings Inc. Form or Registration No.: 005-58303 Date Filed: November 21, 2001 | | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: |X| third-party tender offer subject to Rule 14d-1. | | issuer tender offer subject to Rule 13e-4. | | going-private transaction subject to Rule 13e-3. |X| amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer. |X| Schedule TO-T/A and 13D/A 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 18,122,065 8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES [ ] 9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 100% 10. TYPE OF REPORTING PERSON CO 2 Schedule TO-T/A and 13D/A 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 18,122,065 8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES [ ] 9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 100% 10. TYPE OF REPORTING PERSON CO 3 This Amendment No. 3 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, and Amendment No. 2 filed on December 20, 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, dated November 21, 2001 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. 3 also constitutes Amendment No. 2 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 merger of Fluid Acquisition Corp., a wholly owned subsidiary of Information Holdings Inc. with and into Liquent, Inc. became effective on December 27, 2001. As a result of the merger, Liquent, Inc. became a wholly owned subsidiary of Information Holdings Inc. Because Fluid Acquisition Corp. had previously acquired more than 90% of the common stock of Liquent, Inc. pursuant to a cash tender offer completed on December 19, 2001, the merger was effected without a meeting of the stockholders of Liquent, Inc. Upon the effectiveness of the merger, each outstanding share of common stock of Liquent, Inc. was converted, subject to appraisal rights, into the right to receive $2.27 in cash, without interest. A notice of the merger, as well as a letter of transmittal to be used by the holders of common stock of Liquent, Inc. in exchanging their shares for the merger consideration, will be mailed promptly by EquiServe Trust Company, NA, the depositary for the merger. As a result of the merger, Nasdaq will delist the common stock of Liquent, Inc. and Liquent, Inc. will apply to the Securities and Exchange Commission to deregister the common stock under the federal securities laws. ITEM 11. MATERIALS TO BE FILED AS EXHIBITS. 4 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 28, 2001. 5 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 28, 2001 FLUID ACQUISITION CORP. By: /s/ Vincent A. Chippari ------------------------------ Name: Vincent A. Chippari Title: Vice President and Secretary INFORMATION HOLDINGS INC. By: /s/ Vincent A. Chippari ------------------------------ Name: Vincent A. Chippari Title: Executive Vice President and Chief Financial Officer 6 INDEX TO EXHIBITS Exhibit - ------- (a)(9) Press Release of Information Holdings Inc., dated December 28, 2001. EX-99.1 4 liqi988703c.txt PRESS RELEASE FOR IMMEDIATE RELEASE --------------------- Information Holdings Inc. ANNOUNCES MERGER OF Subsidiary WITH AND INTO Liquent, Inc. Stamford, CT, December 28, 2001 - Information Holdings Inc. announced today that the anticipated merger of Fluid Acquisition Corp., a wholly owned subsidiary of Information Holdings Inc. (NYSE: IHI), with and into Liquent, Inc. became effective on December 27, 2001. As a result of the merger, Liquent, Inc. (NASDAQ: LQNT) has become a wholly owned subsidiary of Information Holdings Inc. Because Fluid Acquisition Corp. previously had acquired more than 90% of the common stock of Liquent, Inc. pursuant to a cash tender offer completed on December 19, 2001, the merger was effected without a meeting of the stockholders of Liquent, Inc. Upon the effectiveness of the merger, each outstanding share of common stock of Liquent, Inc. was converted, subject to appraisal rights, into the right to receive $2.27 in cash, without interest. A notice of the merger, as well as a letter of transmittal to be used by the holders of common stock of Liquent, Inc. in exchanging their shares for the merger consideration, will be mailed promptly by EquiServe Trust Company, NA, the depositary for the merger. Information Holdings Inc. also announced today that, as a result of the merger, Nasdaq will delist the common stock of Liquent, Inc. and will apply to the Securities and Exchange Commission to deregister the common stock under the federal securities laws. About Information Holdings Inc. - ------------------------------- Information Holdings Inc. is a leading provider of information products and services to scientific, technical, medical, intellectual property and IT learning markets. Through its Intellectual Property Group, which includes MicroPatent(R), Master Data Center(TM), Liquent, IDRAC(R) and LPS Group, IHI provides a broad array of databases, information products and complementary services for intellectual property and regulatory professionals. IHI is recognized as a leading provider of intellectual property information over the Internet. IHI's CRC Press(R) business publishes professional and academic books, journals, newsletters and electronic databases covering areas such as life sciences, environmental sciences, engineering, mathematics, physical sciences and business. IHI's Transcender(R) unit is a leading online provider of IT certification test-preparation products. Its products include exam simulations for certifications from major hardware and software providers. 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, 2000. 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 Information Holdings Inc. 203-961-9208 vchippari@informationholdings.com -----END PRIVACY-ENHANCED MESSAGE-----