Amendment No. 3 to Schedule TO-T

-----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, G+JR6iYFqS00OwiPBsiOqsy9a8xX8TB2FsR9swo7s720MzKVMvSfRhErL/nxLYxU 14MOLanjw5TXdeOisnS1Pg== 0001193125-08-189127.txt : 20080903 0001193125-08-189127.hdr.sgml : 20080903 20080903131313 ACCESSION NUMBER: 0001193125-08-189127 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20080903 DATE AS OF CHANGE: 20080903 GROUP MEMBERS: DIALOG MERGER SUB, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INTERVOICE INC CENTRAL INDEX KEY: 0000764244 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 751927578 STATE OF INCORPORATION: TX FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-36798 FILM NUMBER: 081053371 BUSINESS ADDRESS: STREET 1: 17811 WATERVIEW PKWY CITY: DALLAS STATE: TX ZIP: 75252 BUSINESS PHONE: 9724548000 FORMER COMPANY: FORMER CONFORMED NAME: INTERVOICE BRITE INC DATE OF NAME CHANGE: 19990827 FORMER COMPANY: FORMER CONFORMED NAME: INTERVOICE INC DATE OF NAME CHANGE: 19920703 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INTERVOICE INC CENTRAL INDEX KEY: 0000764244 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 751927578 STATE OF INCORPORATION: TX FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-36798 FILM NUMBER: 081053372 BUSINESS ADDRESS: STREET 1: 17811 WATERVIEW PKWY CITY: DALLAS STATE: TX ZIP: 75252 BUSINESS PHONE: 9724548000 FORMER COMPANY: FORMER CONFORMED NAME: INTERVOICE BRITE INC DATE OF NAME CHANGE: 19990827 FORMER COMPANY: FORMER CONFORMED NAME: INTERVOICE INC DATE OF NAME CHANGE: 19920703 FILED BY: 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: SC TO-T/A 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 SC TO-T/A 1 dsctota.htm AMENDMENT NO. 3 TO SCHEDULE TO-T Amendment No. 3 to Schedule TO-T

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO

(Amendment No. 3)

SCHEDULE 13D

(Amendment No. 1)

(Rule 14d-100)

TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1) or 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

Intervoice, Inc.

(Name of Subject Company (Issuer))

Dialog Merger Sub, Inc.

Convergys Corporation

(Name of Filing Persons, Offerors)

Common Stock, without par value

(Title of Class of Securities)

461142101

(CUSIP Number of Class of Securities)

Karen R. Bowman, Esq.

General Counsel and Corporate Secretary

Convergys Corporation

201 East 4^th Street

Cincinnati, Ohio 45202

(513) 723-7000

Copies to:


		Christopher J. Hewitt, Esq.		Kevin C. O’Neil, Esq.
		Jones Day		Senior Attorney
		North Point		Convergys Corporation
		901 Lakeside Ave.		201 East 4th Street
		Cleveland, Ohio 44114-1190		Cincinnati, Ohio 45202
		(216) 586-7254		(513) 723-6699

CALCULATION OF FILING FEE


Transaction Valuation(1)		Amount of Filing Fee(2)
$378,925,255.50		$14,891.76

(1)

Estimated solely for purposes of calculating the amount of the filing fee. Calculated by multiplying $8.25, the per share tender offer price, by 45,930,334 shares, the number of shares of common stock, without par value, of Intervoice, Inc. (“Intervoice”) outstanding on a fully diluted basis as of July 19, 2008, which Shares consist of (a) 39,064,725 shares issued and outstanding, (b) 6,212,182 shares subject to issuance upon exercise of outstanding options, and (c) 653,427 outstanding restricted stock units.

(2)	Calculated as .00393% of the transaction value.

x	Check the 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 date of its filing.


Amount Previously Paid: $13,165.50		Filing Party: Convergys Corporation
Form or Registration No.: Schedule TO-T		Date Filed: August 1, 2008

Amount Previously Paid: $1,726.26		Filing Party: Convergys Corporation
Form or Registration No.: Schedule TO-T		Date Filed: August 15, 2008

¨	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:

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.

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


CUSIP No. 461142101		13D		Page 2 of 8 Pages


1.		Names of Reporting Persons Convergys Corporation
2.		Check the Appropriate Box if a Member of a Group* (a) ¨ (b) ¨
3.		SEC Use Only
4.		Source of Funds* OO (See Item 3)
5.		Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6.		Citizenship or Place of Organization Ohio


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7. Sole Voting Power 36,051,619**
		8. Shared Voting Power 0
		9. Sole Dispositive Power 36,051,619**
		10. Shared Dispositive Power 0


11.		Aggregate Amount Beneficially Owned by Each Reporting Person 36,051,619 Shares**
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares* ¨
13.		Percent of Class Represented by Amount in Row (11)*** 92.2%
14.		Type of Reporting Person* CO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

**	Includes 748,659 Shares tendered pursuant to a notice of guaranteed delivery that have not yet been delivered.

***	Based on 39,114,173 shares outstanding on August 29, 2008.


CUSIP No. 461142101		13D		Page 3 of 8 Pages


1.		Names of Reporting Persons Dialog Merger Sub, Inc.
2.		Check the Appropriate Box if a Member of a Group* (a) ¨ (b) ¨
3.		SEC Use Only
4.		Source of Funds* OO (See Item 3)
5.		Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6.		Citizenship or Place of Organization Texas


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7. Sole Voting Power 36,051,619**
		8. Shared Voting Power 0
		9. Sole Dispositive Power 36,051,619**
		10. Shared Dispositive Power 0


11.		Aggregate Amount Beneficially Owned by Each Reporting Person 36,051,619 Shares**
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares* ¨
13.		Percent of Class Represented by Amount in Row (11)*** 92.2%
14.		Type of Reporting Person* CO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

**	Includes 748,659 Shares tendered pursuant to a notice of guaranteed delivery that have not yet been delivered.

***	Based on 39,114,173 shares outstanding on August 29, 2008.

This Amendment No. 3 amends and supplements the Tender Offer Statement on Schedule TO (as amended, the “Schedule TO”) filed on August 1, 2008 with the Securities and Exchange Commission by Dialog Merger Sub., Inc. (“Offeror”), a Texas corporation and a wholly owned subsidiary of Convergys Corporation, an Ohio corporation (“Convergys”), to purchase all of the outstanding shares of common stock, without par value (the “Common Stock”) of Intervoice, Inc. (“Intervoice”) (all such shares of Common Stock, together with the associated preferred share purchase rights issued pursuant to the Third Amended and Restated Rights Agreement, dated as of May 1, 2001, by and between Intervoice (fka Intervoice-Brite, Inc.) and Computershare Investor Services, LLC, being referred to as the “Shares”) at a price per Share of $8.25 net to the seller in cash, upon the terms and subject to the conditions set forth in this Offer to Purchase, dated August 1, 2008 (the “Offer to Purchase”), and in the related Letter of Transmittal (which, as they may be amended or supplemented from time to time, together constitute the “Offer”). This Amendment No. 3 is being filed on behalf of Convergys and Offeror.

Item 11. Additional Information.

Item 11 of the Schedule TO is hereby amended and supplemented by the following :

The offering period of the Offer expired at 8:00 a.m., Eastern Daylight Time, on Friday, August 29, 2008. According to Computershare Trust Company, N.A., the depositary for the Offer, as of 8:00 a.m., Eastern Daylight Time, August 29, 2008, a total of approximately 36,051,619 Shares were validly tendered and not withdrawn upon expiration of the offering period of the Offer, which represent approximately 92.2% of all outstanding Shares.

Offeror will acquire the remaining outstanding shares of Intervoice by means of a merger of Offeror with and into Intervoice, as a result of which Intervoice will become a wholly owned subsidiary of Convergys. In the merger, each outstanding Share (other than Shares held by Convergys, Offeror or Intervoice, or any wholly owned subsidiary of Intervoice, the Offeror of Convergys, or Shares held by shareholders properly exercising dissenters’ rights under Texas law) will be converted into the right to receive $8.25 per share in cash, without interest. Convergys expects to complete the merger on an expedited basis pursuant to the short-form merger procedure available under Texas law.

Convergys issued a press release on Wednesday, September 3, 2008 describing the completion of the offering period. The full text of the joint press release issued by Convergys is attached hereto as Exhibit (a)(9) and is incorporated herein by reference.

Item 12. Exhibits.

* (a)(1)

Offer to Purchase, dated August 1, 2008

* (a)(2)

Letter of Transmittal

* (a)(3)

Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees

* (a)(4)

Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees

* (a)(5)

Notice of Guaranteed Delivery

* (a)(6)

Guidelines of the Internal Revenue Service for Certification of Taxpayer Identification Number on Substitute Form W-9

* (a)(7)

Joint press release issued by Convergys and Intervoice on July 16, 2008

* (a)(8)

Joint press release issued by Convergys and Intervoice on August 11, 2008

(a)(9)

Press release issued by Convergys on September 3, 2008

* (b)(1)

Five-Year Competitive Advance and Revolving Credit Facility Agreement, dated as of October 20, 2006, between Convergys Corporation, certain financial institutions, JPMorgan Chase Bank, N.A., as Administrative Agent, Citicorp USA, Inc., as Syndication Agent, and Deutsche Bank AG, New York Branch and PNC Bank, National Association as Co-Documentation Agents (incorporated by reference to Exhibit 10.1 on the Form 8-K filed with the SEC by Convergys Corporation on October 24, 2006)

(c)	Not applicable

* (d)(1)

Agreement and Plan of Merger, dated as of July 15, 2008, by and among Intervoice, Convergys and Offeror

* (d)(2)

Form of Tender and Voting Agreement, dated as of July 15, 2008, among Convergys Corporation, Dialog

Merger Sub, Inc., Intervoice, Inc. and each of David W. Brandenburg and Robert E. Ritchey.

* (d)(3)

Confidentiality and Non-Disclosure Agreement between Convergys and Intervoice, dated as of May 18, 2007, as amended on January 8, 2008.

(e)	Not applicable

(f)	Not applicable

(g)	Not applicable

(h)	Not applicable

*	Previously filed.

SIGNATURE

After due 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.


Date: September 3, 2008	CONVERGYS CORPORATION

	By:	/s/ Kevin O’Neil
		Kevin O’Neil
		Senior Attorney

	DIALOG MERGER SUB, INC.

	By:	/s/ Kevin O’Neil
		Kevin O’Neil
		Assistant Secretary

EXHIBIT INDEX

* (a)(1)

Offer to Purchase, dated August 1, 2008

* (a)(2)

Letter of Transmittal

* (a)(3)

Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees

* (a)(4)

Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees

* (a)(5)

Notice of Guaranteed Delivery

* (a)(6)

Guidelines of the Internal Revenue Service for Certification of Taxpayer Identification Number on Substitute Form W-9

* (a)(7)

Joint press release issued by Convergys and Intervoice on July 16, 2008

* (a)(8)

Joint press release issued by Convergys and Intervoice on August 11, 2008

(a)(9)

Press release issued by Convergys on September 3, 2008

* (b)(1)

(c)	Not applicable

* (d)(1)

Agreement and Plan of Merger, dated as of July 15, 2008, by and among Intervoice, Convergys and Offeror

* (d)(2)

Form of Tender and Voting Agreement, dated as of July 15, 2008, among Convergys Corporation, Dialog Merger Sub, Inc., Intervoice, Inc. and each of David W. Brandenburg and Robert E. Ritchey.

* (d)(3)

Confidentiality and Non-Disclosure Agreement between Convergys and Intervoice, dated as of May 18, 2007, as amended on January 8, 2008.

(e)	Not applicable

(f)	Not applicable

(g)	Not applicable

(h)	Not applicable

*	Previously filed.

EX-99.(A)(9) 2 dex99a9.htm PRESS RELEASE ISSUED BY CONVERGYS ON SEPTEMBER 3, 2008 Press release issued by Convergys on September 3, 2008

Exhibit (a)(9)

Convergys Announces Successful Completion of Tender Offer for Intervoice

(Cincinnati; September 3, 2008)—Convergys Corporation (NYSE:CVG), a global leader in relationship management, announced today that it has accepted all shares that were tendered into its offer to purchase all outstanding common stock of Intervoice, Inc.

As of the expiration of the offer, approximately 81 percent of Intervoice’s outstanding shares were tendered by delivery of stock certificates and approximately 11 percent were tendered pursuant to notices of guaranteed delivery. Share certificates for most of the shares tendered by guaranteed delivery have already been delivered to Convergys. As of the close of business on September 2, 2008, Convergys had received and purchased share certificates representing approximately 89 percent of Intervoice’s outstanding shares.

Convergys anticipates that enough additional shares will be purchased today to enable Convergys to complete the acquisition of Intervoice either later today or on Thursday, September 4, 2008.

All other conditions to closing have been met. All Intervoice shares that were not purchased in the tender offer will be converted into $8.25 per share upon completion of the merger.

ABOUT CONVERGYS

Convergys Corporation (NYSE: CVG) is a global leader in relationship management. We provide solutions that drive more value from the relationships our clients have with their customers and employees. Convergys turns these everyday interactions into a source of profit and strategic advantage for our clients.

For 25 years, our unique combination of domain expertise, operational excellence, and innovative technologies has delivered process improvement and actionable business insight to clients that now span more than 70 countries and 35 languages.

Convergys is a member of the S&P 500 and has been voted a Fortune Most Admired Company for eight consecutive years. We have approximately 75,000 employees in 85 customer contact centers and other facilities in the United States, Canada, Latin America, Europe, the Middle East, and Asia, and our global headquarters in Cincinnati, Ohio. For more information, visit www.convergys.com

(Convergys and the Convergys logo are registered trademarks of Convergys Corporation.)

To receive Convergys news releases by email, click on http://www.convergys.com/news_email.html

Investor Contact:

David Stein, Investor Relations

+1 513 723 7768 or investor@convergys.com

Media Contact:

John Pratt, Corporate Communications

+1 513 723 3333 or john.pratt@convergys.com

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