SC 13D 1 a2057461zsc13d.txt SC 13D ---------------------------- ---------------------------- CUSIP No. 652 49 Q 106 Page 1 of 19 ---------------------------- ---------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.__)* NEWSEDGE CORPORATION -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, $.01 PAR VALUE PER SHARE -------------------------------------------------------------------------------- (Title of Class of Securities) 652 49 Q 106 -------------------------------------------------------------------------------- (CUSIP Number) EDWARD A. FRIEDLAND, ESQ. THE THOMSON CORPORATION METRO CENTER AT ONE STATION PLACE STAMFORD, CONNECTICUT 06902 TELEPHONE: (203) 969-8700 -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) COPY TO: JOSEPH J. ROMAGNOLI, ESQ. TORYS 237 PARK AVENUE NEW YORK, NEW YORK 10017-3142 TELEPHONE: (212) 880-6000 AUGUST 6, 2001 ------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box |_|. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss.240.13d-7(b) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). ---------------------------- ---------------------------- CUSIP No. 652 49 Q 106 Page 2 of 19 ---------------------------- ---------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) INFOBLADE ACQUISITION CORPORATION TAX ID NUMBER: NOT APPLICABLE -------------------------------------------------------------------------------- 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(d) or 2(e) |_| -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 -------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 9,393,450(1) OWNED BY -------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 0 WITH -------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 9,393,450(1) -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,393,450(1) -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 47.1%(1) -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! ---------- (1) Includes 1,305,995 Shares (as defined below) issuable pursuant to outstanding employee stock options and warrants exerciseable within 60 days of August 6, 2001 and 8,087,455 Shares, with the percentage ownership based upon 18,621,403 Shares outstanding as of August 6, 2001 and 1,305,995 Shares issuable pursuant to outstanding employee stock options and warrants beneficially owned by the Selling Stockholders (as defined below) and exercisable within 60 days of August 6, 2001. ---------------------------- ---------------------------- CUSIP No. 652 49 Q 106 Page 3 of 19 ---------------------------- ---------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) THE THOMSON CORPORATION TAX ID NUMBER: 98-0176673 -------------------------------------------------------------------------------- 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(d) or 2(e) |_| -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION ONTARIO, CANADA -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 -------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 9,393,450(1) OWNED BY -------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 0 WITH -------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 9,393,450(1) -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,393,450(1) -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 47.1%(1) -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! ---------- (1) Includes 1,305,995 Shares (as defined below) issuable pursuant to outstanding employee stock options and warrants exerciseable within 60 days of August 6, 2001 and 8,087,455 Shares, with the percentage ownership based upon 18,621,403 Shares outstanding as of August 6, 2001 and 1,305,995 Shares issuable pursuant to outstanding employee stock options and warrants beneficially owned by the Selling Stockholders (as defined below) and exercisable within 60 days of August 6, 2001. ---------------------------- ---------------------------- CUSIP No. 652 49 Q 106 Page 4 of 19 ---------------------------- ---------------------------- Item 1. Security and Issuer The class of equity securities to which this joint statement on Schedule 13D relates is the shares of common stock, $0.01 par value (the "Shares") of NewsEdge Corporation, a Delaware corporation with its principal executive offices located at 80 Blanchard Road, Burlington, Massachusetts 01803 (the "Issuer"). Item 2. Identity and Background This statement is being filed jointly by the persons listed in numbers 1 and 2 below pursuant to Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). 1. InfoBlade Acquisition Corporation (a) InfoBlade Acquisition Corporation is a Delaware corporation ("Purchaser"). (b) The address of the principal executive offices of Purchaser is Metro Center, One Station Place, Stamford, Connecticut 06902. (c) Purchaser is a newly formed Delaware corporation organized in connection with the Offer and the Merger (as such terms are defined below) and is an indirect wholly owned subsidiary of The Thomson Corporation. (d) Since its incorporation on July 26, 2001, Purchaser has not been convicted in any criminal proceeding. (e) Since its incorporation on July 26, 2001, Purchaser has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, as a result of which it is or was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Information regarding the directors and executive officers of Purchaser is set forth on Schedule I attached hereto. The citizenship of the directors and executive officers of Purchaser is as stated on Schedule I. During the last five years, to the knowledge of Purchaser, no person named on Schedule I has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding is or was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. 2. The Thomson Corporation ---------------------------- ---------------------------- CUSIP No. 652 49 Q 106 Page 5 of 19 ---------------------------- ---------------------------- (a) The Thomson Corporation ("Thomson") is a corporation incorporated under the laws of Ontario, Canada. (b) The address of the principal executive offices of Thomson is Suite 2706, Toronto Dominion Bank Tower, P.O. Box 24, Toronto Dominion Center, Toronto, Ontario, M5K 1A1, Canada. (c) Thomson is a leading, global e-information and solutions company in the business and professional marketplace. Thomson comprises four global market groups. The Legal & Regulatory group is a leading provider of information and software-based solutions for legal, tax, accounting, intellectual property, compliance and business professionals. The Financial group provides information and integrated work solutions to the worldwide financial community. The Learning group is among the world's leading providers of learning products, services and solutions for individuals, learning institutions and businesses. The Scientific & Healthcare group provides high-value information and services to researchers and other professionals in the healthcare, academic, scientific, and government marketplaces. (d) During the last five years, Thomson has not been convicted in any criminal proceeding. (e) During the last five years, Thomson has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, as a result of which it is or was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Information regarding the directors and executive officers of Thomson is set forth on Schedule II attached hereto. The citizenship of the directors and executive officers of Thomson is as stated on Schedule II. During the last five years, to the knowledge of Thomson, no person named on Schedule II has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding is or was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration On August 6, 2001, Thomson, Purchaser and the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which Purchaser, will commence a tender offer to purchase all the issued and outstanding Shares of the Issuer (the "Offer"), at a purchase price of $2.30 per Share, net to each seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase related the Offer (the "Offer to ---------------------------- ---------------------------- CUSIP No. 652 49 Q 106 Page 6 of 19 ---------------------------- ---------------------------- Purchase"). The total amount of funds required by Purchaser to consummate the Offer and the Merger and to consummate the transactions contemplated thereby and the Stockholders Agreement (as defined below) and to pay related fees and expenses is estimated to be approximately $45.8 million. Purchaser will obtain all of such funds from Thomson or its affiliates. Thomson and its affiliates will provide such funds from existing resources. Simultaneously with the execution of the Merger Agreement, Thomson and Purchaser have entered into a Stockholders Agreement dated as of August 6, 2001 (the "Stockholders Agreement") with all of the directors and certain executive officers of the Issuer, namely Clifford M. Pollan (Director, President and Chief Executive Officer), Rory J. Cowan (Chairman), Michael E. Kolowich (Director), William A. Devereaux (Director), James D. Daniell (Director), Basil P. Regan (Director), Murat H. Davidson, Jr. (Director), Peter Woodward (Director), Ronald Benanto (Vice President - Finance and Operations, Chief Financial Officer, Treasurer and Assistant Secretary) and a significant stockholder of the Issuer, Donald McLagan (former Chairman and Chief Executive Officer) (collectively, the "Selling Stockholders") pursuant to which each Selling Stockholder agreed, among other things, to (i) tender all of their respective Shares which they beneficially own in the Offer, (ii) vote all of their respective Shares which they beneficially own in favor of the approval and adoption of the Merger Agreement, the Merger and all the transactions contemplated by the Merger Agreement and otherwise in such manner as may be necessary to consummate the Merger, against any action, proposal, agreement or transaction that would result in a breach of any covenant, obligation, agreement, representation or warranty of the Issuer under the Merger Agreement (whether or not theretofore terminated) and against any action, agreement or transaction that would impair or materially delay the ability of the Issuer to consummate the transactions provided for in the Merger Agreement or any Acquisition Proposal (as defined in the Merger Agreement), and (iii) grant an irrevocable proxy to Thomson and each of Thomson's officers to vote and otherwise act (by written consent or otherwise) with respect to such Selling Stockholder's Shares at any meeting of stockholders of the Issuer (whether annual or special and whether or not an adjourned or postponed meeting) or by written consent in lieu of any such meeting or otherwise with regard to any matter covered in (ii). References to, and descriptions of, the Offer, the Merger, the Merger Agreement and the Stockholders Agreement as set forth above in this Item 3 are qualified in their entirety by reference to the copies of the Merger Agreement and the Stockholders Agreement, respectively, included as Exhibits 2 and 3 to this Schedule 13D, and incorporated in this Item 3 in their entirety where such references and descriptions appear. Item 4. Purpose of Transaction The Offer is being made pursuant to the Merger Agreement. The purpose of the Offer is for Thomson to acquire control of, and the entire equity interest in, the Issuer. The beneficial ownership of the Selling Stockholders' Shares is acquired pursuant to the Stockholders Agreement, and following consummation of the transactions contemplated by the Stockholders Agreement, Thomson shall acquire record and beneficial ownership of the Selling Stockholders' Shares. The purpose of the merger to be consummated pursuant to the Merger Agreement (the "Merger") is for Thomson to acquire all Shares not purchased pursuant to the Offer. Upon consummation of the Merger, the separate corporate existence of Purchaser shall cease and the ---------------------------- ---------------------------- CUSIP No. 652 49 Q 106 Page 7 of 19 ---------------------------- ---------------------------- Issuer shall continue as the surviving corporation of the Merger (the "Surviving Corporation") and become an indirect wholly owned subsidiary of Thomson. The Merger Agreement provides that, promptly upon the purchase by Purchaser of Shares pursuant to the Offer and from time to time thereafter, Purchaser shall be entitled to designate up to such number of directors, rounded up to the next whole number (but rounded down if rounding up would cause Purchaser's representation to constitute the entire Board of Directors of the Issuer (the "Board")), on the Board as will give Purchaser representation on the Board equal to the product of the total number of directors on the Board (giving effect to the directors elected pursuant to this paragraph) multiplied by the percentage that the aggregate number of Shares then beneficially owned by Purchaser or any affiliate of Purchaser following such purchase bears to the total number of Shares then outstanding. In the Merger Agreement, the Issuer has agreed, at such time, promptly to take all actions necessary to cause Purchaser's designees to be elected as directors of the Issuer, including increasing the size of the Board or securing the resignations of incumbent directors, or both. The Merger Agreement provides that the directors of Purchaser immediately prior to the effective time of the Merger (the "Effective Time") shall be the initial directors of the Surviving Corporation and the officers of Purchaser immediately prior to the Effective Time (which shall include the officers of the Issuer immediately prior to the Effective Time) shall be the initial officers of the Surviving Corporation. It is expected that, initially following the Merger, the business and operations of the Issuer will, except as set forth in the Offer to Purchase, be continued by the Issuer substantially as they are currently being conducted. Thomson will continue to evaluate the business and operations of the Issuer during the pendency of the Offer and after the consummation of the Offer and the Merger, and will take such actions as it deems appropriate under the circumstances then existing. Thomson intends to seek additional information about the Issuer during this period. Thereafter, Thomson intends to review such information as part of a comprehensive review of the Issuer's business, operations, capitalization and management with a view to optimizing the Issuer's potential in conjunction with Thomson's businesses. It is expected that the business and operations of the Issuer will form an important part of Thomson's future business plans. Except as set forth herein and as contemplated by the Merger Agreement, Thomson does not have any present plans or proposals which relate to or would result in (i) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (ii) any extraordinary corporate transaction, such as a merger, reorganization or liquidation of the Issuer or any of its subsidiaries; (iii) any sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (iv) any material change in the Issuer's present capitalization or dividend policy; (v) any other material change in the Issuer's business or corporate structure; (vi) any change in the present Board or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board; (vii) changes in the Issuer's charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; or (viii) any action similar to any of those enumerated above. If the Merger is consummated as planned, the Shares will be deregistered under ---------------------------- ---------------------------- CUSIP No. 652 49 Q 106 Page 8 of 19 ---------------------------- ---------------------------- the Securities Act of 1933, as amended, and the Exchange Act and cease to be authorized to be listed on the Nasdaq National Market. References to, and descriptions of, the Offer, the Merger, the Merger Agreement and the Stockholders Agreement as set forth above in this Item 4 are qualified in their entirety by reference to the copies of the Merger Agreement and the Stockholders Agreement included as Exhibits 2 and 3 to this Schedule 13D, and incorporated in this Item 4 in their entirety where such references and descriptions appear. Item 5. Interest in Securities of the Issuer (a)-(b) As of the date hereof, Thomson and Purchaser beneficially own and have the shared power to vote and to direct the vote of 9,393,450 Shares (including 1,305,995 Shares issuable to the Selling Stockholders upon exercise of employee stock options and warrants exercisable within 60 days of August 6, 2001), representing 47.1% of the outstanding Shares of the Issuer. The calculation of the foregoing percentage is based on the number of Shares disclosed to Thomson and Purchaser by the Issuer as outstanding as of August 6, 2001 and Shares issuable pursuant to outstanding employee stock options and warrants beneficially owned by the Selling Stockholders and exercisable within 60 days of August 6, 2001. Except as set forth herein, to the knowledge of Thomson and Purchaser, no director or executive officer of Thomson or Purchaser beneficially owns any other Shares of the Issuer. (c) There have been no transactions by Thomson or Purchaser in securities of the Issuer during the past 60 days. To the knowledge of Thomson and Purchaser, there have been no transactions by any director or executive officer of Thomson or Purchaser in securities of the Issuer during the past 60 days. (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understanding or Relationships with Respect to Securities of the Issuer Other than the Merger Agreement and the Stockholders Agreement, to the knowledge of Thomson and Purchaser, there are no contracts, arrangements, understandings or relationships among Thomson and Purchaser and between them and any person with respect to any securities of the Issuer, including but not limited to the transfer or voting of any of the securities of the Issuer, finder's fees, joint ventures, loan or option arrangement, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Item 7. Material to be Filed as Exhibits 1. Joint Filing Agreement between Thomson and Purchaser dated as of the date hereof. 2. Agreement and Plan of Merger, dated as of August 6, 2001, among Thomson, Purchaser and the Issuer. (The exhibits and schedules to the Agreement and Plan of Merger are not filed as part of this Schedule 13D. A list briefly identifying the contents of the omitted exhibits and schedules appears in the table of contents to the Agreement and Plan of Merger. Thomson and Purchaser undertake to furnish a copy of any omitted exhibit or schedule to the Securities and Exchange Commission upon request.) ---------------------------- ---------------------------- CUSIP No. 652 49 Q 106 Page 9 of 19 ---------------------------- ---------------------------- 3. Form of Stockholders Agreement, dated as of August 6, 2001, among Thomson, Purchaser and each of Clifford M. Pollan, Rory J. Cowan, Michael E. Kolowich, William A. Devereaux, James D. Daniell, Basil P. Regan, Murat H. Davidson, Jr., Peter Woodward, Ronald Benanto and Donald McLagan. 4. Joint Press Release issued August 7, 2001. ---------------------------- ---------------------------- CUSIP No. 652 49 Q 106 Page 10 of 19 ---------------------------- ---------------------------- After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: August 16, 2001 INFOBLADE ACQUISITION CORPORATION By: /s/ Edward A. Friedland ------------------------------- Name: Edward A. Friedland Title: Vice President and Secretary ---------------------------- ---------------------------- CUSIP No. 652 49 Q 106 Page 11 of 19 ---------------------------- ---------------------------- After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: August 16, 2001 THE THOMSON CORPORATION By: /s/ Michael S. Harris ------------------------------- Name: Michael S. Harris Title: Senior Vice President, General Counsel and Secretary ---------------------------- ---------------------------- CUSIP No. 652 49 Q 106 Page 12 of 19 ---------------------------- ---------------------------- EXHIBIT INDEX 1. Joint Filing Agreement between Thomson and Purchaser dated as of the date hereof. 2. Agreement and Plan of Merger, dated as of August 6, 2001, among Thomson, Purchaser and the Issuer. (The exhibits and schedules to the Agreement and Plan of Merger are not filed as part of this Schedule 13D. A list briefly identifying the contents of the omitted exhibits and schedules appears in the table of contents to the Agreement and Plan of Merger. Thomson and Purchaser undertake to furnish a copy of any omitted exhibit or schedule to the Securities and Exchange Commission upon request.) 3. Form of Stockholders Agreement, dated as of August 6, 2001, among Thomson, Purchaser and each of Clifford M. Pollan, Rory J. Cowan, Michael E. Kolowich, William A. Devereaux, James D. Daniell, Basil P. Regan, Murat H. Davidson, Jr., Peter Woodward, Ronald Benanto and Donald McLagan. 4. Joint Press Release issued August 7, 2001. SCHEDULE I INFORMATION CONCERNING THE DIRECTORS AND EXECUTIVE OFFICERS OF PURCHASER AND THOMSON DIRECTORS AND EXECUTIVE OFFICERS OF PURCHASER. The following table sets forth the name, age, current business address, citizenship and present principal occupation or employment, and material occupations, positions, offices or employment and business addresses thereof for the past five years of each director and executive officer of Purchaser. Except for David J. Hulland, who is a citizen of Great Britain, each such person is a citizen of the United States. Unless otherwise indicated, the current business address of each person is InfoBlade Acquisition Corporation, Metro Center, One Station Place, Stamford, Connecticut 06902. Each occupation set forth opposite an individual's name refers to employment with Purchaser, unless otherwise noted. PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT; NAME, AGE AND CURRENT MATERIAL POSITIONS HELD DURING THE PAST BUSINESS ADDRESS FIVE YEARS AND BUSINESS ADDRESSES THEREOF Michael S. Harris, 51 Director of Purchaser since July 2001. Senior The Thomson Corporation Vice President, General Counsel and Secretary Metro Center of Thomson since May 1998. Vice President and One Station Place General Counsel of Thomson Holdings, Inc. Stamford, CT 06902 ("THI"), Metro Center, One Station Place, USA Stamford, CT 06902, since June 1993. Assistant Secretary and Assistant General Counsel of THI from May 1989 to June 1993. David J. Hulland, 51 Director of Purchaser since July 2001. Vice The Thomson Corporation President Finance of Thomson since September Metro Center 1999. Vice President and Group Controller of One Station Place Thomson from May 1993 to September 1999. Stamford, CT 06902 Group Controller of Thomson from 1977 to May USA 1993. Edward A. Friedland, 45 Director, Vice President and Secretary of Thomson Financial Purchaser since July 2001. Assistant Metro Center Secretary of Thomson since May 2000. Deputy One Station Place General Counsel of Thomson since 1998. Stamford, CT 06902 Assistant General Counsel of Thomson from USA 1994 to 1998. Associate General Counsel of the Information/ Publishing Group from 1990 to 1993. Currently serving a second term on the Board of Directors for the Software & Information Industry Association (SIIA). Dennis J. Beckingham, 53 President of Purchaser since July 2001. Thomson Legal and Regulatory Executive Vice President and Chief Financial 610 Opperman Drive Officer of Thomson Legal and Regulatory since St. Paul, MN 55123 1996. USA David Hanssens, 44 Vice President of Purchaser since July 2001. Thomson Legal and Regulatory Executive Vice President and Chief Strategy 610 Opperman Drive Officer of Thomson Legal and Regulatory from St. Paul, MN 55123 May 2001. Managing Director of The Parthenon USA Group in Boston, Massachusetts from 1992 to 2001. SCHEDULE II DIRECTORS AND EXECUTIVE OFFICERS OF THOMSON. The following table sets forth the name, current business address, citizenship and present principal occupation or employment, and material occupations, positions, offices or employment and business addresses thereof for the past five years of each director and executive officer of Thomson. Except for Alan M. Lewis, who is a citizen of Canada, Great Britain and South Africa, David J. Hulland, who is a citizen of Great Britain, Stephane Bello, who is a citizen of Italy, and Richard J. Harrington, Brian Hall, Patrick Tierney, Ronald Schlosser, Michael Harris, Steven Denning, Vance Opperman, David Shaffer, Robert Daleo, Robert Christie, John Kechejian, Janey Loyd and George Taylor, who are citizens of the United States, each such person is a citizen of Canada. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to employment with Thomson. PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT; NAME, AGE AND CURRENT BUSINESS MATERIAL POSITIONS HELD DURING THE PAST FIVE ADDRESS YEARS AND BUSINESS ADDRESSES THEREOF Kenneth R. Thomson, 76 Chairman of Thomson since July 1978. The Woodbridge Company Limited Director of Thomson since July 1978. 65 Queen Street West, Chairman of The Woodbridge Company Toronto, Ontario M5H 2M8 Limited ("Woodbridge"), 65 Queen Street Canada West, Toronto, Ontario M5H 2M8, Canada since March 1979. Director of Woodbridge since August 1956. John A. Tory, 71 Deputy Chairman of Thomson from The Woodbridge Company Limited February 1978 to December 31, 1997. 65 Queen Street West Director of Thomson since February Toronto, Ontario M5H 2M8 1978. Director of Abitibi Consolidated, Canada Inc., 207 Queens Quay West, Toronto, Ontario M5J 2P5, Canada, since September 1965. Director of Rogers Communications Inc., 40 King Street West, Toronto, Ontario M5H 3Y2, Canada, since December 1979. Director of Woodbridge, 65 Queen Street West, Toronto, Ontario M5H 2M8, Canada, since October 1967. President of Woodbridge from March 1979 to 1998. Director of The Thomson Corporation PLC, First Floor, the Quandrangle, 180 Wardour Street, W1A 4YG, London, England, since December 1977. Director of the Royal Bank of Canada, Royal Bank Plaza, 9(th) Floor, South Tower, Toronto, Ontario M5J 2J5, Canada, from 1971 to 2000. Ronald D. Barbaro, 69 Director of Thomson since May 1993. Ontario Lottery and Gaming Corporation Director, Clairvest Group Inc., Suite 4120 Yonge Street, Suite 420 1700, 22 St. Clair Avenue East, Toronto, Ontario M2P 2158 Toronto, Ontario M4V 2S3, Canada, from Canada September 1994 to 1998. Director of Equifax Canada, 7171 Jean Talon East, Anjou, Quebec H1M 3N2, Canada, since June 1997. Director of ChoicePoint, Inc., 1000 Alderman Drive, Alpharetta, Georgia 30005, since July 1997. Director of Prudential of America Life Insurance Company of Canada ("PALI"), c/o Prudential of America Insurance Co. (Canada), 200 Consilium Place, Scarborough, Ontario M1H 3E6, Canada, since January 1991. Chairman of PALI from 1992 to January 1997. President of Prudential Insurance Company of America, Inc., 260 Madison Avenue, Second Floor, New York, New York 10116, from 1990 to 1993. President of Worldwide Operations Prudential Insurance Company of America-Canada, from 1985 to 1990. Director of Equifax Inc., 1600 Peachtree Street, N.W., Atlanta, Georgia 30309, from April 1992 to July 1997. Director, Canbra Foods Ltd., P.O. Box 99, 2415 2nd Avenue "A" North, Lethbridge, Alberta, T1J 3Y4, Canada, since July 1988; interim-Chairman since March 1996; Chairman since March 1997. Director, Consoltex Group Inc., 8555 TransCanada Highway, Ville Saint- Laurent, Quebec H4S 1Z6, Canada, since May 1997. Director, PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT; NAME, AGE AND CURRENT BUSINESS MATERIAL POSITIONS HELD DURING THE PAST FIVE ADDRESS YEARS AND BUSINESS ADDRESSES THEREOF Flow International Corporation, 2300-64th Avenue South, Kent, Washington 98032, since 1995. Chairman, Natraceuticals Inc., 8290 Woodbine Avenue, Markham, Ontario L3R 9W9, Canada, since February 1997. Director, Signature Security Group Inc., 26-28 Market Street, Sydney, NSW, Australia, since March 1997. Director, VoxCom Incorporated, #102,4209-99 Street, Edmonton, Alberta T6E 5V7, Canada, since December 1996. Director, O'Donnell Investment Management Corporation, 4100 Yonge Street, Suite 601, Toronto, Ontario M2P 2B5, Canada, since April 1997. W. Geoffrey Beattie, 41 Deputy Chairman of Thomson since May The Woodbridge Company Limited 18, 2000. Director of Thomson since May 65 Queen Street West 1998. President of Woodbridge since Toronto, Ontario M5H 2M8 1998. From 1990 to 1998, attorney Canada (partner from 1993) at Torys (formerly Tory, Tory, DesLauriers & Binnington). Director of Tm Bioscience Corporation since 1996. Director of Genesis Organic Inc. since 1996. Director of the Royal Bank of Canada since May, 2001. Director of Bell Globemedia, Inc., since January, 2001. Maureen V. Kempston Darkes, 52 Director of Thomson since May 1996. General Motors of Canada Limited Chairman and General Manager, General 1908 Colonel Sam Drive Motors of Canada Limited ("GMCL"), 1908 Oshawa, Ontario L1H8T7 Colonel Sam Drive, Director of CAMI Canada Automotive Inc., P.O. Box 1005, 300 Ingersoll Street, Ingersoll, Ontario N5C 4A6, Canada. Director of the Education Quality and Accountability Office (Ontario Government), 2 Carlton Street, Suite 1200, Toronto, Ontario M5B 2M9. Director of GMCL since August 1991. Vice President of GMCL from August 1991 to July 1994. Director, CN Rail, 935 de la Gauchetiere Street West, Montreal, Quebec, Canada, since March 1995. Director of Noranda, Inc., 181 Bay Street, Suite 4100, 755 BCE Place, Toronto, Ontario M5J 2T3, Canada, since January 1998. Steven A. Denning, 52 Director of Thomson since January, General Atlantic Partners 2000. Currently a Managing Partner of Pickwick Plaza General Atlantic Partners, a private Greenwich, CT 06830 investment company. Consultant with USA McKinsey & Co. prior to joining General Atlantic. Member of the Board of Trustees of Georgia Tech. Director of Exult, Inc. and GT Interactive Software Corporation Director of New York Nature Conservancy. Director of Cancer Research Institute. Director of National Parks & Conservation Association. Director of Stanford Graduate School of Business Advisory Council. Director of Xchanging. Director of Metapath Software Int'l. Director of Eclipsys Corporation. Director of Talus Solutions. Director of EXE Technologies. John F. Fraser, 70 Director of Thomson since June 1989. Air Canada Chairman of Air Canada, 355 Portage 355 Portage Avenue, Suite 500 Avenue, Suite 500, Winnipeg, Manitoba Winnipeg, Manitoba R3B 2C3 R3B 2C3, Canada, since August 1996. Canada Director of Air Canada since 1989. Vice Chairman of Russel Metals, Inc. ("Russel"), 1900 Winnipeg, Manitoba R3B 2C3 Minnesota Court, Suite 210, Mississauga, Ontario L5N 3C9, Canada, from May 1995 to May 1997. Chairman of Russel from May 1992 to May 1995. Chairman and Chief Executive Officer of Russel from May 1991 to May 1992. President and Chief Executive Officer of Russel from May 1978 to May 1991. Director, Bank of Montreal, First Bank Tower, First Canadian Place, Toronto, Ontario M5X 1A1, Canada, since January 1985. Director, Manitoba Telecom, Services, Inc., 21(st) Floor, 333 Main Street, Winnipeg, Manitoba R3C 3V6, since May 1997. Director, Shell Canada Limited, 400-4th Avenue S.W., Calgary, Alberta T2P 0J4, Canada, since April 1990. PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT; NAME, AGE AND CURRENT BUSINESS MATERIAL POSITIONS HELD DURING THE PAST FIVE ADDRESS YEARS AND BUSINESS ADDRESSES THEREOF Richard J. Harrington, 54 Director of Thomson since September 1993. The Thomson Corporation President and CEO of Thomson since October Metro Center One Station Place 1997. Executive Vice President of Thomson Stamford, CT 06902 from September 1993 to October 1997. President and Chief Executive Officer, Thomson Newspapers Group, Metro Center, One Station Place, Stamford, Connecticut 06902, from July 1993 to October 1997. President and Chief Executive Officer, Thomson Professional Publishing, Metro Center, One Station Place, Stamford, Connecticut 06902, from June 1989 to July 1993. Roger L. Martin, 44 Director of Thomson since September 1999. Rotman School of Management Dean of the Joseph L. Rotman School of 105 St. George Street Management at the University of Toronto. Toronto, Ontario M5S 3E6 Previously a Director of Monitor Company from Canada January 1996 to September 1998. Co-head of the Monitor Company in 1995 and 1996. Director of Celestica Inc., 844 Don Mills Rd., Toronto, Ontario, Canada, since July 1998. Vance K. Opperman, 55 Director of Thomson since September 1996. Key Investments Inc. President and CEO of Key Investments Inc., 601 Second Avenue South, 601 Second Avenue South, Suite 5200, since Suite 5200, Minneapolis, MN 55402 August 1996. Chief Executive Officer and USA General Counsel, MSP Communications, Inc., Minneapolis, MN 55402, since December 1996. President and Chief Operating Officer of West Publishing Company ("West") between 1993 and 1996. General Counsel of West prior to 1993. Senior partner of Opperman, Heins & Paquin prior to joining West. Served on West's Board of Directors from 1992 to 1996. David H. Shaffer, 58 Director of Thomson since October 27, 1998. The Thomson Corporation Chief Operating Officer of Thomson. Executive Metro Center Vice President of Thomson since May, 1998. One Station Place Chairman of the Board and Chief Executive Stamford, CT 06902 Officer of Jostens Learning Corporation from USA July 1995 to April 1998. President of Dun & Bradstreet's Official Airline Guides, Inc. (OAG) and Vice Chairman of Thomas Cook Travel Inc. President and Chief Executive Officer of MacMillan Inc., and Chairman of OAG. Member of Maxwell Communications Corporation PLC (MCC) Board of Directors. Currently Chairman of the Board of T&S Incorporated. Board member and publisher of The Black Book Group. Member of the Advisory Board of Kellogg Graduate School of Management at Northwestern University, and trustee of the La Jolla Country Day School. David K.R. Thomson, 43 Director of Thomson since April 1988. Deputy The Woodbridge Company Limited Chairman of Woodbridge since June 1990. 65 Queen Street West Director of Bell Globemedia, Inc., since Toronto, Ontario M5H 2M8 January, 2001 Canada Richard M. Thomson, 67 Director of Thomson since October 1984. Toronto-Dominion Bank Retired Chairman and Chief Executive Officer Toronto-Dominion Bank Tower, of Toronto Dominion Bank ("TDM"), 11th Floor, 11th Floor Toronto-Dominion Bank Tower, Toronto, Ontario Toronto, Ontario M5K 1A2 M5K 1A2, Canada since February 1998. Chairman Canada and Chief Executive Officer of TDM from May 1978 to February 1998. Chief Executive Officer of TDM from 1978 to 1997. Director of Canada Pension Plan Investment Board, Toronto. Chairman of Canadian Occidental Petroleum Ltd, Calgary. Director of CGC Inc., Toronto. Director of INCO Limited, Toronto. Director of S.C. Johnson & Son Inc., Racine, Wisconsin. Director of Ontario Power Generation Inc., Toronto. Director of The Prudential Insurance Company of America, Newark, New Jersey. PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT; NAME, AGE AND CURRENT BUSINESS MATERIAL POSITIONS HELD DURING THE PAST FIVE ADDRESS YEARS AND BUSINESS ADDRESSES THEREOF Peter J. Thomson, 35 Director of Thomson since January 1995. The Woodbridge Company Limited Deputy Chairman of Woodbridge since February 65 Queen Street West 1995. Director of Bell Globemedia, Inc., Toronto, Ontario M5H 2M8 since January, 2001. Canada David J. Hulland, 51 Senior Vice President, Finance, of Thomson The Thomson Corporation since 2001. Vice President, Finance of Metro Center Thomson since September 1999. Vice President, One Station Place Group Controller of Thomson from May 1993 to Stamford, Connecticut 06902 September 1999. Group Controller of Thomson USA from 1977 to May 1993. Alan M. Lewis, 64 Treasurer of Thomson since May 1979. The Thomson Corporation Toronto Dominion Bank Tower, Suite 2706 P.O. Box 24 Toronto-Dominion Centre Toronto, Ontario M5K 1A1 Canada Robert D. Daleo, 52 Director of Thomson since January 2001. The Thomson Corporation Executive Vice President and Chief Financial Metro Center Officer of Thomson since October 1998. One Station Place Executive Vice President, Finance and Stamford, CT 06902 Business Development of Thomson from November USA 1997 to May 1999. Senior Vice President, Finance and Business Development of Thomson from January 1997 to October 1997. Senior Vice President and Chief Operating Officer, Thomson Newspapers, One Station Place, Metro Center, Stamford, CT 06902, from January 1996 to December 1997. Senior Vice President and Chief Financial Officer, Thomson Newspapers, from December 1994 to December 1995. Senior Vice President and General Manager, Sweets Group, McGraw-Hill Company, 1221 Avenue of the Americas, New York, New York 10020, until November 1994. Michael S. Harris, 51 Senior Vice President, General Counsel and The Thomson Corporation Secretary of Thomson since May 1998. Vice Metro Center President and General Counsel of Thomson One Station Place Holdings, Inc. ("THI"), Metro Center, One Stamford, CT 06902 Station Place, Stamford, CT 06902, since June USA 1993. Assistant Secretary and Assistant General Counsel of THI from May 1989 to June 1993. Director of Purchaser since July 2000. Brian H. Hall, 52 Executive Vice President of Thomson since Thomson Legal and Regulatory March 2000. Senior Vice President of Thomson 610 Opperman Drive from October 1998 to March 2000. President Eagan, MN 55123 and Chief Executive Officer of West Group USA from 1996 to February 1999. President and Chief Executive Officer of Thomson Legal and Regulatory Group since October 1998. Formerly President and Chief Executive Officer of Thomson Legal Publishing from 1995 to 1996. Patrick J. Tierney, 55 Executive Vice President of Thomson since Thomson Financial March 2000. Senior Vice President of Thomson 195 Broadway from October 1998 to March 2000. President New York, New York and Chief Executive Officer of Thomson USA Financial since October 1998. President and Chief Executive Officer of Thomson's Reference, Scientific, and Healthcare Group from January 1997 to November 1999. Prior to joining Thomson, President and Chief Executive Officer of Knight Ridder Information. PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT; NAME, AGE AND CURRENT BUSINESS MATERIAL POSITIONS HELD DURING THE PAST FIVE ADDRESS YEARS AND BUSINESS ADDRESSES THEREOF Ronald H. Schlosser, 51 Executive Vice President of Thomson since Thomson Scientific, March 2000. President and Chief Executive Reference & Healthcare Officer of Thomson's Reference, Scientific Metro Center One Station Place and Healthcare Group since January 2000. Stamford, CT 06902 President of Thomson Financial Publishing USA Group from August 1995 to December 1999. John Kechejian, 54 Vice President, Investor Relations of Thomson The Thomson Corporation since June 1997. Vice President, Investor Metro Center Relations of Asea Brown Boveri from September One Station Place 1971 to June 1997. Stamford, CT 06902 USA Joseph J. G. M. Vermeer, 54 Senior Vice President, Director of Tax since The Thomson Corporation April 2001. Vice President, Director of Tax Metro Center of Thomson since January 1995. Partner in One Station Place Peat Marwick Thorne, 40 King Street West, Stamford, CT 06902 Toronto, Ontario, Canada, from 1977 to USA December 31, 1994. David W. Binet, 43 Secretary to the Board of Directors since The Woodbridge Company Limited September, 2000. Vice President of Woodbridge 65 Queen Street West since August, 1999. From 1986 to 1999, Toronto, Ontario M5H 2M8 attorney (partner from 1993) at Torys Canada (formerly Tory, Tory, DesLauriers & Binnington). Janey M. Loyd, 48 Vice President, Communications of Thomson The Thomson Corporation since September 1999. Vice President of Metro Center Marketing and Communications, LAI One Station Place Worldwide, from 1997 to 1999. Various Stamford, CT 06902 positions, including Vice President of USA Business Development and Communications, with Tambrands, Inc. from 1991 to 1997. John J. Raffaeli, Jr., 47 Senior Vice President, Human Resources of The Thomson Corporation Thomson since January 1998. Metro Center One Station Place Stamford, CT 06902 USA James J. Spach, 50 Senior Vice President, Organizational The Thomson Corporation Development of Thomson since September Metro Center 1997. President, Thomson University, from One Station Place July 1999 to September 2000. Senior Vice Stamford, CT 06902 President, Organizational Development, Thompson Newspapers, Inc., from 1995 to 1997. Linda J. Walker, 36 Vice President, Corporate Controller of The Thomson Corporation Thomson since May 2001. Corporate Controller Metro Center of Thomson from November 1999 to May 2001. One Station Place Assistant Controller of Thomson from May 1994 Stamford, CT 06902 to November 1999. USA Stephane Bello, 40 Senior Vice President and Treasurer since The Thomson Corporation August 1, 2001. General Director/Assistant Metro Center Treasurer of General Motors in New York City One Station Place from 1999 to 2001. Regional Treasurer, Europe Stamford, CT 06902 of General Motors from 1996 to 1999. USA John F. Carey, 35 Vice President, Business Planning and The Thomson Corporation Development since April 2001. Director, Metro Center Business Analysis and Planning of Thomson One Station Place since January 1998. Prior to joining Thomson, Stamford, CT 06902 Manager, Corporate Finance at Pfizer, Inc., USA 235 East 42nd Street, New York, NY 10017. George Taylor, 59 Senior Vice President, Operations since July The Thomson Corporation 1, 2001. President and Chief Executive Metro Center Officer of Thomson Tax and Accounting in New One Station Place York City from March, 1999 to February, 2001. Stamford, CT 06902 Executive Vice President and Chief Operating USA Officer of West Group in Eagan, Minnesota from January 1997 to March 1999. Executive Vice President and Chief Operating Officer of Thomson Legal Publishing in Rochester, NY from January 1996 to December 1996.