-----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, LM3iKxlZrZFuo5La5bmpZE0XyV7Tb1K5Q6bAxS1Pf+dM6kMVSAnRZ4iTlwKN3Uyo nde91WcOayA15dy6yDt7ag== 0001157523-04-001115.txt : 20040209 0001157523-04-001115.hdr.sgml : 20040209 20040209123336 ACCESSION NUMBER: 0001157523-04-001115 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040209 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040209 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ONESOURCE INFORMATION SERVICES INC CENTRAL INDEX KEY: 0001079880 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 043204522 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-25849 FILM NUMBER: 04576749 BUSINESS ADDRESS: STREET 1: 300 BAKER AVENUE CITY: CONCORD STATE: MA ZIP: 01742 BUSINESS PHONE: 9783184300 MAIL ADDRESS: STREET 1: 300 BAKER AVE CITY: CONCORD STATE: MA ZIP: 01742 8-K 1 a4568029.txt ONESOURCE 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 OneSource Information Services, Inc. ------------------------------------ (Exact name of registration as specified in charter) Date of Report (Date of earliest event reported): February 9, 2004 Delaware 000-25849 04-3204522 - -------------------------------------------------------------------------------- (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) 300 Baker Avenue, Concord, MA 01742 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (978) 318-4300 -------------------------------------- (Former name or former address, if changed since last report.) Item 5. Other Events and Required FD Disclosure. ---------------------------------------- On February 9, 2004, OneSource Information Services, Inc. issued a press release regarding its receipt of a letter from ValueAct Capital indicating that ValueAct was prepared to offer to acquire all of the outstanding shares of OneSource at a cash price of $8.10 per share on the terms and conditions contained in a merger agreement enclosed with the letter. OneSource also announced that the special committee of the board of directors of OneSource is reviewing the proposal in order to determine the course of action which will serve the best interests of all shareholders. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. ------------------------------------------------------------------- (a) Financial Statements of Businesses Acquired. Not applicable -------------------------------------------- (b) Pro Forma Financial Information. Not applicable -------------------------------- (c) Exhibits. -------- Exhibit No. Description ---------- ----------- 99.1 Press Release dated February 9, 2004. -2- 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 authorized officer. ONESOURCE INFORMATION SERVICES, INC. Dated: February 9, 2004 By: /s/ Roy D. Landon ----------------------------------- Name: Roy D. Landon Title: Senior Vice President and Chief Financial Officer -3- EXHIBIT INDEX ------------- Exhibit No. Description - ---------- ----------- 99.1 Press Release dated February 9, 2004. -4- EX-99.1 3 a4568029ex99.txt EXHIBIT 99.1 PRESS RELEASE Exhibit 99.1 OneSource Receives Letter from ValueAct Capital CONCORD, Mass.--(BUSINESS WIRE)--Feb. 9, 2004--OneSource Information Services, Inc. (NASDAQ: ONES), a leading provider of business information products and services, today announced that it has received a letter from ValueAct Capital indicating that it was prepared to offer to acquire all of the outstanding shares of OneSource at a cash price of $8.10 per share on the terms and conditions contained in a merger agreement enclosed with the letter. The special committee of the board of directors of OneSource is reviewing the proposal in order to determine the course of action which will serve the best interests of all stockholders. On October 3, 2003, OneSource announced that it had received an unsolicited letter from ValueAct Capital expressing its interest in acquiring OneSource's business. OneSource's board of directors subsequently formed a special committee of outside independent directors to evaluate OneSource's strategic options to maximize shareholder value. The special committee engaged Morgan Stanley & Co. and Portico Capital Securities LLC to assist it in this review. On January 13, 2004, and February 9, 2004, ValueAct amended its Schedule 13D concerning its interest in acquiring OneSource's business. ValueAct currently holds approximately a 32% ownership interest in OneSource. About OneSource Information Services, Inc. OneSource, a recognized leader in business information solutions, delivers unparalleled company, executive, and industry intelligence that make business professionals more effective and productive in completing their critical daily tasks. OneSource products and services support a company's vital business processes including serving their customers, finding and leveraging new opportunities, and managing suppliers and partners. OneSource is headquartered in Concord, MA, with offices located in North America, Europe, and the Pacific Rim. Product information is available at www.onesource.com. Customers include Bank One, Chubb, Citigroup, Cisco, Deloitte & Touche, HP, i2 Technologies, Orange, Royal & SunAlliance, SAS Institute, and Sun Microsystems. CONTACT: OneSource Information Services, Inc. Roy Landon, 978-318-4377 Roy_Landon@onesource.com -----END PRIVACY-ENHANCED MESSAGE-----