From:                              Kenneth Squire

Sent:                               Thursday, February 05, 2009 4:41 PM

To:                                   13D Monitor

Subject:                          13D Update (Convergys Corp. (CVG), Sector: Industrials, MC: $1.00B; JANA Partners, LLC (14.00%))

Attachments:                 JANA CVG 2-5-09 Settlement Agreement.pdf; Convergys 13D.pdf

 

JANA SETTLES WITH CONVERGYS

JANA Partners, LLC filed a 13D amendment today reporting that JANA and Convergys. Corp. (CVG) signed a Settlement Agreement providing that: (i) JANA Managing Partner Barry Rosenstein, Technology Value Investors CEO and former Alltel COO, Jeffrey H. Fox, and one independent director to be mutually agreed upon would be appointed to the Board; (ii) from the date of the Settlement Agreement until the earliest of: (a) six months after the Company's 2010 annual meeting of shareholders, (b) December 31, 2010 and (c) thirty calendar days prior to the shareholder notice deadline for nominating a director for election at the Company's 2011 annual meeting of shareholders, JANA would agree not to take certain actions, including the solicitation of proxies, attempt to effect the acquisition of the Company or its assets, or increase its ownership above 19.99%; and (iii) if requested by JANA, one additional director designated by JANA and one independent director to be mutually agreed upon would be appointed to the Board at the Company's 2010 annual meeting of shareholders.

A copy of the Settlement Agreement and the 13D report previously distributed are attached hereto.

 

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________________________________________________________________________________

Kenneth B. Squire
Investor Communications Network, LLC
(www.13DMonitor.com)
(www.activistdatabase.com)
200 East 61 Street
Suite 17C
New York, NY 10065
Telephone: (212) 223-2282
Facsimile: (646) 349-5633
ksquire@icomm-net.com


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