-----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, A/Z5Q0ao7dnxgR+JpaaZyGB0cQSO8U5IiWCwwi/W/q+vRgX/psT0Q72AEw6WUAF7 08gfL5QdAD+f30b4YUwC9w== 0001181431-03-027011.txt : 20031021 0001181431-03-027011.hdr.sgml : 20031021 20031021104908 ACCESSION NUMBER: 0001181431-03-027011 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20031017 FILED AS OF DATE: 20031021 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MONEYLINE NETWORKS LLC CENTRAL INDEX KEY: 0001266714 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22235 FILM NUMBER: 03949059 MAIL ADDRESS: STREET 1: 233 BROADWAY 24TH FL CITY: NEW YORK STATE: NY ZIP: 10279 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MONEYLINE TELERATE HOLDINGS CENTRAL INDEX KEY: 0001266715 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22235 FILM NUMBER: 03949052 MAIL ADDRESS: STREET 1: 233 BROADWAY 24TH FL CITY: NEW YORK STATE: NY ZIP: 10279 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BANK ONE CAPITAL CORP CENTRAL INDEX KEY: 0001266796 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22235 FILM NUMBER: 03949056 MAIL ADDRESS: STREET 1: 55 WEST MONROE ST CITY: CHICAGO STATE: IL ZIP: 60603 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ONE EQUITY PARTNERS LLC CENTRAL INDEX KEY: 0001266798 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22235 FILM NUMBER: 03949053 MAIL ADDRESS: STREET 1: 55 WEST MONROE ST CITY: CHICAGO STATE: IL ZIP: 60603 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OEP HOLDING CORP CENTRAL INDEX KEY: 0001266797 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22235 FILM NUMBER: 03949054 MAIL ADDRESS: STREET 1: 55 WEST MONROE ST CITY: CHICAGO STATE: IL ZIP: 60603 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BANC ONE FINANCIAL CORP CENTRAL INDEX KEY: 0001267274 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22235 FILM NUMBER: 03949057 MAIL ADDRESS: STREET 1: 55 WEST MONROE CITY: CHICAGO STATE: IL ZIP: 60603 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BANK ONE INVESTMENT CORP CENTRAL INDEX KEY: 0000906104 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22235 FILM NUMBER: 03949055 BUSINESS ADDRESS: STREET 1: ONE FIRST NATIONAL PLAZA CITY: CHICAGO STATE: IL ZIP: 60670 MAIL ADDRESS: STREET 1: 55 WEST MONROE CITY: CHICAGO STATE: IL ZIP: 60603 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: TALKPOINT COMMUNICATIONS INC CENTRAL INDEX KEY: 0000944310 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 541707962 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 100 WILLIAM STREET STREET 2: 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10038 BUSINESS PHONE: 2129092988 MAIL ADDRESS: STREET 1: 100 WILLIAM STREET STREET 2: 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10038 FORMER COMPANY: FORMER CONFORMED NAME: VIDEO NETWORK COMMUNICATIONS INC DATE OF NAME CHANGE: 19991116 FORMER COMPANY: FORMER CONFORMED NAME: OBJECTIVE COMMUNICATIONS INC DATE OF NAME CHANGE: 19970122 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BANK ONE CORP CENTRAL INDEX KEY: 0001067092 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22235 FILM NUMBER: 03949058 BUSINESS ADDRESS: STREET 1: 1 BANK ONE PLAZA CITY: CHICAGO STATE: IL ZIP: 60670 BUSINESS PHONE: 3127324000 MAIL ADDRESS: STREET 1: ONE FIRST NATIONAL PLAZA CITY: CHICAGO STATE: IL ZIP: 60670 4 1 rrd20576.xml FORM 4 DATED 10/17/2003 X0201 42003-10-170 0000944310 TALKPOINT COMMUNICATIONS INC TLKP 0001067092 BANK ONE CORP 1 Bank One PlazaChicagoIL606700010 0001267274 BANC ONE FINANCIAL CORP 1 Bank One PlazaChicagoIL606700010 0001266796 BANK ONE CAPITAL CORP 1 Bank One PlazaChicagoIL606700010 0000906104 BANK ONE INVESTMENT CORP 1 Bank One PlazaChicagoIL606700010 0001266797 OEP HOLDING CORP 1 Bank One PlazaChicagoIL606700010 0001266798 ONE EQUITY PARTNERS LLC 1 Bank One PlazaChicagoIL606700010 0001266715 MONEYLINE TELERATE HOLDINGS 233 BroadwayNew YorkNY102790010 0001266714 MONEYLINE NETWORKS LLC 233 BROADWAY NEW YORK NY 10279 0010Common Stock, par value $0.01 per share2003-10-174S020642493D12547331ISee FootnotesWarrant (right to buy Common Stock).602003-10-174D0100000D2002-05-162012-05-16Common Stock1000000ISee Footnotes< footnoteId id="F9"/>Pursuant to a Purchase and Subscription Agreement (the "Agreement"), dated October 17, 2003, by and among TalkPoint Communications Inc. ("the Company"), Moneyline Networks, LLC ("Moneyline Networks"), certain investors in the Company (collectively, the "Investor Group") and Moneyline Telerate Holdings ("Moneyline"), Moneyline Networks sold an aggregate of 20,642,493 shares of common stock of the Company (the "Common Stock") to the Investor Group for a purchase price of $1.00 from each investor in the Investor Group.As of October 17, 2003, Moneyline Networks may be deemed to own beneficially and directly 12,547,331 shares of Common Stock and no warrants to purchase shares of Common Stock.As of October 17, 2003, Moneyline may be deemed to own beneficially and indirectly 12,547,331 shares of Common Stock and no warrants to purchase shares of Common Stock by virtue of its ownership of a majority of the outstanding membership interests of Moneyline Networks. Moneyline disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.As of October 17, 2003, One Equity Partners LLC ("One Equity") may be deemed to own beneficially and indirectly 12,547,331 shares of Common Stock and no warrants to purchase shares of Common Stock by virtue of its majority ownership interest in Moneyline. One Equity disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.As of October 17, 2003, OEP Holding Corporation ("OEPH") may be deemed to own beneficially and indirectly 12,547,331 shares of Common Stock and no warrants to purchase shares of Common Stock by virtue of its ownership of a majority of the outstanding membership interests of One Equity. OEPH disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.As of October 17, 2003, Bank One Investment Corporation ("BOIC") may be deemed to own beneficially and indirectly 12,547,331 shares of Common Stock and no warrants to purchase shares of Common Stock by virtue of its ownership of all of the capital stock of OEPH. BOIC disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.As of October 17, 2003, Banc One Capital Corporation ("BOCC") may be deemed to own beneficially and indirectly 12,547,331 shares of Common Stock and no warrants to purchase shares of Common Stock by virtue of its ownership of all of the capital stock of BOIC. BOCC disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.As of October 17, 2003, Banc One Financial Corporation ("BOFC") may be deemed to own beneficially and indirectly 12,547,331 shares of Common Stock and no warrants to purchase shares of Common Stock by virtue of its ownership of all of the capital stock of BOCC. BOFC disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.As of October 17, 2003, Bank One Corporation ("Bank One") may be deemed to own beneficially and indirectly 12,547,331 shares of Common Stock and no warrants to purchase shares of Common Stock by virtue of its ownership of all of the capital stock of BOFC. Bank One disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.In addition, in connection with the transfer of such shares, (i) Moneyline Networks cancelled all of its outstanding warrants relating to the Common Stock in exchange for consideration of $1.00 ($0.00001 per share) paid by the Company to Moneyline Networks and (ii) Moneyline Networks and the Company have entered into a distribution and licensing agreement whereby the Company will provide Moneyline Networks with preferred distribution rights and a non-exclusive license for Company products and services with respect to those markets serviced by Moneyline Networks.This statement is being filed jointly by each of the following: (i) Moneyline Networks, by virtue of its direct beneficial ownership of Common Stock, (ii) Moneyline, by virtue of its ownership of a majority of the outstanding membership interests of Moneyline Networks, (iii) One Equity, by virtue of its majority ownership interest in Moneyline, (iv) OEPH, by virtue of its ownership of a majority of the outstanding membership interests in One Equity, (v) BOIC, by virtue of its ownership of all the capital stock of OEPH, (vi) BOCC, by virtue of its ownership of all of the capital stock of BOIC, (vii) BOFC, by virtue of its ownership of all of the capital stock of BOCC, and (viii) Bank One, by virtue of its ownership of all of the outstanding capital stock of BOFC. The principal business address of One Equity, OEPH, BOIC, BOCC, BOFC and Bank One is 1 Bank One Plaza, Chicago, Illinois 60670. The principal place of business of Moneyline and Moneyline Networks is 233 Broadway, New York, New York 10279./s/ Randy A. White, Treasurer, Bank One Corporation2003-10-17/s/ Randy A. White, Treasurer, Banc One Financial Corporation2003-10-17/s/ Richard M. Cashin, Jr., President, Banc One Capital Corporation2003-10-17/s/ Richard M. Cashin, Jr., President, Bank One Investment Corporation2003-10-17/s/ Richard M. Cashin, Jr., President, OEP Holding Corporation2003-10-17/s/ Richard M. Cashin, Jr., President, One Equity Partners LLC20 03-10-17/s/ Alexander Russo, Exec VP, Corporate Development, Moneyline Telerate Holdings2003-10-17/s/ Alexander Russo, President, Moneyline Networks, LLC2003-10-17 -----END PRIVACY-ENHANCED MESSAGE-----