SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D*
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment No. 3)(1)
Convergys Corporation
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(Name of Issuer)
Common Stock, No Par Value
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(Title of Class of Securities)
212485106
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(CUSIP Number)
Marc Weingarten, Esq.
Schulte Roth & Zabel LLP
919 Third Avenue
New York, New York 10022
(212) 756-2000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 16, 2008
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(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 that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7 for
other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 5 Pages)
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(1) 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).
SRZ-10767659.2
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CUSIP NO. 212485106 SCHEDULE 13D/A PAGE 2 OF 5 PAGES
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
JANA PARTNERS LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
16,468,399
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY ---------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 16,468,399
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
16,468,399
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.52%
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14 TYPE OF REPORTING PERSON*
IA
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 212485106 SCHEDULE 13D/A PAGE 3 OF 5 PAGES
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The Schedule 13D filed on July 25, 2008 (the "Schedule 13D"), as amended
by Amendment No. 1 filed on August 27, 2008, as amended by Amendment No. 2 filed
on September 17, 2008 by JANA Partners LLC, a Delaware limited liability company
(the "Reporting Person"), relating to the shares ("Shares") of common stock, no
par value, of Convergys Corporation, an Ohio corporation (the "Issuer"), is
hereby amended as set forth below by this Amendment No. 3 to the Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D is hereby amended and restated as follows:
The 16,468,399 Shares reported herein by the Reporting Person were
acquired at an aggregate purchase price of approximately $255 million. The
Shares beneficially owned by the Reporting Person were acquired with investment
funds in accounts under management.
Item 5. Interest in Securities of the Company.
Paragraphs (a) and (b) and (c) of Item 5 of the Schedule 13D are hereby amended
and restated as follows:
(a) The aggregate percentage of Shares reported to be beneficially owned
by the Reporting Person is based upon 121,824,301 Shares outstanding, which is
the total number of Shares outstanding as of June 30, 2008 as reported in the
Issuer's Quarterly Report on Form 10-Q filed on August 1, 2008 for the period
ended June 30, 2008.
As of the close of business on October 16, 2008, the Reporting Person may
be deemed to beneficially own 16,468,399 Shares constituting approximately
13.52% of the Shares outstanding.
(b) The Reporting Person has sole voting and dispositive powers over the
16,468,399 Shares, which powers are exercised by the Principals.
(c) Information concerning transactions in the Shares effected by the
Reporting Person since the filing of Amendment No. 2 on September 17, 2008 is
set forth in Appendix A hereto and is incorporated herein by reference. All of
the transactions in Shares listed were effected in open market purchases on the
New York Stock Exchange through various brokerage entities.
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CUSIP NO. 212485106 SCHEDULE 13D/A PAGE 4 OF 5 PAGES
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SIGNATURES
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: October 20, 2008
JANA PARTNERS LLC
By: /s/ Barry Rosenstein
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Name: Barry Rosenstein
Title: Managing Partner
By: /s/ Gary Claar
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Name: Gary Claar
Title: General Partner
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CUSIP NO. 212485106 SCHEDULE 13D/A PAGE 5 OF 5 PAGES
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APPENDIX A
TRANSACTIONS IN THE SHARES EFFECTED BY THE
REPORTING PERSONS SINCE THE FILING OF THE AMENDMENT NO. 2 TO THE ORIGINAL
SCHEDULE 13D.
(UNLESS OTHERWISE STATED, ALL TRANSACTIONS WERE EFFECTED IN THE OPEN MARKET)
Date of Transaction Shares Purchased (Sold) Price ($)
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9/17/2008 200,000 15.49
9/17/2008 143,139 15.50
9/18/2008 20,985 15.25
9/18/2008 4,395 15.02
9/18/2008 (20,600) 14.91
9/22/2008 100,000 15.09
10/03/2008 115,232 14.36
10/03/2008 21,129 14.40
10/03/2008 13,639 14.45
10/07/2008 28,200 13.25
10/08/2008 25,000 12.99
10/08/2008 25,000 13.00
10/08/2008 150,000 13.03
10/09/2008 125,000 12.10
10/09/2008 25,000 12.22
10/09/2008 27,200 13.00
10/10/2008 59,100 11.10
10/10/2008 10,900 11.12
10/10/2008 71,800 11.52
10/16/2008 45,000 10.73