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 FootnotesPursuant 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 LLC2003-10-17/s/ Alexander Russo, Exec VP, Corporate Development, Moneyline Telerate Holdings2003-10-17/s/ Alexander Russo, President, Moneyline Networks, LLC2003-10-17