SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): September 3, 2002
Instinet Group Incorporated
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(Exact Name of Registrant as Specified in Charter)
Delaware 000-32717 13-4134098
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(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
3 Times Square, New York, New York 10036
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: 212-310-9500
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events
On September 3, 2002, Instinet Group Incorporated ("Instinet") entered
into an amendment to the Rights Agreement, dated as of May 15, 2001, by and
between Instinet and Mellon Investor Services LLC, as Rights Agent ("Amendment
No. 1 to the Rights Agreement") in connection with Instinet's proposed
acquisition of Island Holding Company, Inc. Amendment No. 1 to the Rights
Agreement is filed as Exhibit 99.1 hereto and incorporated herein by reference.
On September 12, 2002, Instinet issued a press release announcing the
expected closing of Instinet's proposed acquisition of Island Holding Company,
Inc. and the declaration of payment of special dividend to Instinet
stockholders. The press release is filed as Exhibit 99.2 hereto and incorporated
herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
Number Description
99.1 Amendment No. 1 to the Rights Agreement, by and between
Instinet and Mellon Investor Services LLC, as Rights Agent,
dated as of September 3, 2002
99.2 Press Release of Instinet Group Incorporated issued
September 12, 2002: Instinet to Complete Acquisition of
Island ECN on September 20, 2002; $1.00 Per Share Dividend
to be Paid to Stockholders of Record on September 19, 2002
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereto duly authorized.
INSTINET GROUP INCORPORATED
Registrant
Date: September 12, 2002
By: ____________________
Mark Nienstedt
Acting President and Chief Executive
Officer, and Chief Financial Officer
EXHIBIT INDEX
Exhibit Number Description
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99.1 Amendment No. 1 to the Rights Agreement, by and between Instinet and
Mellon Investor Services LLC, as Rights Agent, dated as of September
3, 2002
99.2 Press Release of Instinet Group Incorporated issued September 12,
2002: Instinet to Complete Acquisition of Island ECN on September 20,
2002; $1.00 Per Share Dividend to be Paid to Stockholders of Record on
September 19, 2002