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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
and
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
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LIQUENT, INC.
(Name of Subject Company)
INFORMATION HOLDINGS INC.
FLUID ACQUISITION CORP.
(Bidders)
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Common Stock, Par Value $0.001 Per Share (and Associated Purchase Rights)
(Title of Class of Securities)
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269129102
(CUSIP Number of Class of Securities)
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Vincent A. Chippari
Information Holdings Inc.
2777 Summer Street
Stamford, CT 06905
Telephone (203) 961-9208
(Name, Address and Telephone Number of Person
authorized to Receive Notices and Communications
on Behalf of the Bidder)
With a copy to:
Steven J. Gartner, Esq.
Willkie Farr & Gallagher
787 Seventh Avenue
New York, New York 10019-6099
Telephone: (212) 728-8000
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14D-1 and 13D
CUSIP NO. 269129102
1. NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS
Fluid Acquisition Corp.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(e) OR 2(f) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,839,161
8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN
SHARES [ ]
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
92%
10. TYPE OF REPORTING PERSON
CO
14D-1 and 13D
CUSIP NO. 269129102
1. NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS
Information Holdings Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(e) OR 2(f) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,839,161
8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
[ ]
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
92%
10. TYPE OF REPORTING PERSON
CO
This Amendment No. 2 amends and supplements the Tender Offer Statement on
Schedule TO-T filed with the Securities and Exchange Commission on November 21,
2001 (as previously amended and amended hereby, the "Schedule TO") by
Information Holdings Inc., a Delaware corporation ("Parent"), and Fluid
Acquisition Corp., a Delaware corporation ("Purchaser") and a wholly owned
subsidiary of Parent, and amended by Amendment No. 1 filed on December 7, 2001,
with respect to the offer by Purchaser to purchase all outstanding shares of
common stock, par value $0.001 per share (the "Shares"), of Liquent, Inc.
(formerly known as ESPS, Inc.), a Delaware corporation, at a purchase price of
$2.27 per Share, net to the seller in cash, upon the terms and subject to the
conditions set forth in the Offer to Purchase and in the related Letter of
Transmittal. Capitalized terms used and not defined herein have the meanings
given to them in the Offer to Purchase and the Schedule TO.
The Statement is also a Statement on Schedule 13D of Parent and Purchaser.
This Amendment No. 2 also constitutes Amendment No. 1 to such Schedule 13D.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
The information set forth in Item 6 of the Statement is hereby amended and
supplemented by amending and supplementing "Section 9-Certain Information
Concerning Purchaser and Parent" of the Offer to Purchase as follows:
The Offer expired at 12:00 Midnight, New York City time, on Wednesday,
December 19, 2001. Based on information provided by the Depositary,
16,839,161 Shares or 92% of the outstanding Shares were validly
tendered and not withdrawn pursuant to the Offer (including 5,942,981
Shares tendered by means of guaranteed delivery) at the expiration of
the Offer. Purchaser has accepted for payment, and has notified the
Depositary to promptly pay for the tendered and accepted Shares, in
accordance with the Offer. On December 20, 2001, Parent issued a press
release, a copy of which is attached hereto as Exhibit (a)(9) and
incorporated herein by reference.
Parent and Purchaser intend to complete the acquisition of the
remaining Shares by promptly merging Purchaser with and into the
Company in accordance with Delaware's merger provisions.
ITEM 11. MATERIALS TO BE FILED AS EXHIBITS.
The list of exhibits in Item 11 of the Statement is hereby amended and
supplemented by adding the following exhibit:
(a)(9) Press Release of Information Holdings Inc., dated
December 20, 2001.
SIGNATURE
After due inquiry and to the best of its knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: December 20, 2001
FLUID ACQUISITION CORP.
By: /s/ Vincent A. Chippari
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Name: Vincent A. Chippari
Title: Executive Vice President and
Chief Financial Officer
INFORMATION HOLDINGS INC.
By: /s/ Vincent A. Chippari
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Name: Vincent A. Chippari
Title: Vice President and Secretary
INDEX TO EXHIBITS
Exhibit
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(a)(9) Press Release of Information Holdings Inc., dated December 20, 2001.