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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
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NEWSEDGE CORPORATION
(Name of Subject Company)
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INFOBLADE ACQUISITION CORPORATION
THE THOMSON CORPORATION
(Names of Filing Persons -- Offerors)
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COMMON STOCK, $.01 PAR VALUE
(Title of Class of Securities)
652 49 Q 10 6
(CUSIP Number of Class of Securities)
EDWARD A. FRIEDLAND, ESQ.
THE THOMSON CORPORATION
METRO CENTER AT ONE STATION PLACE
STAMFORD, CONNECTICUT 06902
TELEPHONE: (203) 969-8700
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on Behalf of Filing Person)
COPY TO:
JOSEPH J. ROMAGNOLI, ESQ.
TORYS
237 PARK AVENUE
NEW YORK, NEW YORK 10017-3142
TELEPHONE: (212) 880-6000
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Calculation of Filing Fee
TRANSACTION VALUATION* AMOUNT OF FILING FEE
Not Applicable Not Applicable
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* Set forth the amount on which the fling fee is calculated and state how it was
determined.
/ / Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: Filing Party:
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Form or Registration No.: Date Filed:
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/X/ Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
/X/ third-party tender offer subject to Rule 14d-1.
/ / issuer tender offer subject to Rule 13e-4.
/ / going-private transaction subject to Rule 13e-3.
/ / amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer:/ /
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
99.1 Joint Press Release issued by The Thomson Corporation
and NewsEdge Corporation dated August 7, 2001.
99.2 Question and Answer document prepared for NewsEdge,
Dialog and other affected Thomson Customers and
Partners.
99.3 Question and Answer document prepared for NewsEdge
Employees.
99.4 Question and Answer document prepared for Thomson
Legal & Regulatory Employees.
99.5 Sales and Customer Service talking points for all
Customers.
99.6 E-mail for NewsEdge Customers dated August 7, 2001.
99.7 Memorandum dated August 7, 2001 from Roy Martin to
Dialog Employees.
99.8 Memorandum dated August 7, 2001 from Roy Martin to
Thomson Legal & Regulatory Employees.