~~SECURITIES~~UNITED STATES SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 23, 2003

INFORMATIONDecember HOLDINGS22, INC.2003

~~(Exact name of registrant as specified in its~~INFORMATION ~~charter)~~HOLDINGS INC.

Delaware		1-14371		06-1518007
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

(Exact name of registrant as specified in its charter)

2777 Summer Street, Suite 209, Stamford, CT 06905

Delaware	1-14371	06-1518007
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2777 Summer Street, Suite 602, Stamford, Connecticut		06905
(Address of principal executive offices)		(Zip Code)

(203) 961-9106
(Registrant’s telephone number, including area code)

~~(Address~~Item of2. ~~principal executive~~Acquisition ~~offices) (Zip~~or ~~Code)~~Disposition of Assets

Pursuant to the Asset Purchase Agreement, dated as of December 22, 2003 with effect as of December 31, 2003 (~~203~~the “APA”), ~~961~~by and among Transcender LLC (“Transcender”), Information Ventures LLC, Information Holdings Inc. (“Information Holdings”), Kaplan Inc. (“Kaplan”) and Self Test Software, Inc., a subsidiary of Kaplan (the “Buyer”), Information Holdings sold its Transcender unit on December 22, 2003 to the Buyer. Under the terms of the APA, the Buyer acquired substantially all of the assets of Transcender for cash consideration of $10 million, subject to a post-~~9106~~closing adjustment. In addition, the Buyer assumed certain operating liabilities and, subject to certain conditions, acquired an option to acquire all of the membership interests of Transcender at a subsequent time. The consideration was negotiated as part of an arms-length transaction between the parties. Transcender, a subsidiary of Information Holdings, is a Delaware limited liability company.

~~(Registrant’s~~The APA ~~telephone~~is attached hereto as Exhibit 2.1 and is incorporated herein by ~~number,~~reference. The ~~including~~foregoing ~~area~~is ~~code)~~qualified in its entirety by reference to such document.

Item 7 5. ~~FINANCIAL STATEMENTS~~ ~~AND~~Other ~~EXHIBITS.~~Events and Regulation FD Disclosure

~~(a) Not~~The new ~~applicable~~address for Information Holdings is 2777 Summer Street, Suite 602, Stamford, Connecticut 06905.

~~(b) Not~~Item ~~applicable~~7. Financial Statements and Pro Forma Financial Information

(cb) ~~Exhibits.~~ Pro Forma Financial Information

The following ~~exhibit~~pro isforma financial ~~part~~information ofis ~~this~~included ~~report~~herein:

Exhibit No.			Description
99.1*			Copy of the Company's press release, issued October 23, 2003.

I. Pro Forma Condensed Consolidated Financial Statements of Information Holdings Inc.

*Exhibit 99.1 is being furnished to the Securities and Exchange Commission (“SEC”) pursuant to Item 12 and is not being filed with the SEC. Therefore, this Exhibit 99.1 is not incorporated by reference into any of the Company’s other filings.Introduction

~~Item~~Pro Forma Condensed ~~12. RESULTS~~Consolidated OFStatements of Operations for the ~~OPERATIONS~~Nine ~~AND~~Months ~~FINANCIAL~~Ended ~~CONDITION.~~September 30, 2003 and for the Years Ended December 31, 2002, 2001 and 2000

OnPro ~~October~~Forma ~~23, 2003, Information Holdings Inc. (the “Company”) issued a press release announcing~~Condensed ~~the~~Consolidated ~~Company’s~~Balance ~~preliminary~~Sheet ~~results~~as ~~for~~of ~~its quarter ended~~ September 30, ~~2003. A~~ copy of this press release is attached hereto as Exhibit 99.1 to this Form 8-K. This Form 8-K and Exhibit 99.1 hereto are furnished pursuant to Item 12 of Form 8-K and are therefore not considered “filed” with the SEC.2003

2Notes to Pro Forma Condensed Consolidated Financial Statements

~~SIGNATURE~~(c) Exhibits

~~Pursuant~~2.1 APA to(Schedules ~~the~~and ~~requirements~~exhibits have been ofomitted ~~the~~pursuant ~~Securities~~to ~~Exchange~~Item ~~Act~~601(b)(2) of ~~1934,~~Regulation ~~the~~S-K. Information ~~registrant~~Holdings ~~has~~hereby ~~duly~~undertakes ~~caused~~to ~~this report~~furnish supplementally to bethe ~~signed~~Securities onand ~~its~~Exchange ~~behalf~~Commission by (the ~~undersigned~~“SEC”) ~~hereunto~~copies ~~duly~~of ~~authorized~~any omitted schedules and exhibits upon request therefor by the SEC.)

	INFORMATION HOLDINGS INC.
Date: October 23, 2003
	By:	/s/ Vincent A. Chippari
		Name:	Vincent A. Chippari
		Title:	Executive Vice President and Chief
			Financial Officer

3SIGNATURES

Exhibit No.			Description
99.1*			Copy of the Company’s press release, issued October 23, 2003.

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 hereunto duly authorized.

* Exhibit 99.1 is being furnished to the SEC pursuant to Item 12 and is not being filed with the SEC. Therefore, this exhibit is not incorporated by reference in any of the Company’s other SEC filings.

	*INFORMATION HOLDINGS INC.*


Dated: January 6, 2004	By:		/s/ Vincent A. Chippari
		Name: Vincent A. Chippari
		Title: Executive Vice President & CFO

EXHIBIT INDEX

Exhibit		Description

2.1		Asset Purchase Agreement, dated as of December 22, 2003 with effect as of December 31, 2003, by and among Transcender LLC, Information Ventures LLC, Information Holdings Inc., Self Test Software, Inc. and Kaplan Inc. (Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Information Holdings Inc. hereby undertakes to furnish supplementally to the Securities and Exchange Commission copies of any omitted schedules and exhibits upon request therefor by the Securities and Exchange Commission.)

Information Holdings Inc.

Unaudited Pro Forma Condensed Consolidated Financial Statements

On April 8, 2003, Information Holdings Inc. (the “Company”) sold, pursuant to an Asset Purchase Agreement dated February 27, 2003, substantially all of the assets and certain liabilities of its wholly owned subsidiaries CRC Press LLC (“CRC Press LLC”), CRC Press (U.K.) LLC and Parthenon Publishing Group, Inc., to CRC Press I LLC and Routledge No. 2 Limited, both wholly owned subsidiaries of Taylor & Francis Group plc, for approximately $95,000,000 in cash, subject to a post closing adjustment.

On December 22, 2003, the Company sold substantially all of the assets and certain liabilities of its wholly owned subsidiary Transcender LLC (“Transcender”) to Self Test Software, Inc., a wholly owned subsidiary of Kaplan, Inc., for cash consideration of $10,000,000, subject to a post closing adjustment.

The following unaudited pro forma condensed consolidated statements of operations of the Company for the nine months ended September 30, 2003 and for the years ended December 31, 2002, 2001, and 2000 give effect to the disposition of CRC Press LLC and its subsidiaries (“CRC Press”) and of Transcender as if they both occurred on January 1, 2000. The following unaudited pro forma condensed consolidated balance sheet of the Company as of September 30, 2003 gives effect to the disposition of Transcender as if it occurred on that date. The unaudited pro forma condensed consolidated statements of operations do not reflect the gain on the sale of CRC Press, nor the loss on the sale of Transcender, nor do they reflect imputed interest on the proceeds from the dispositions.

The unaudited pro forma condensed consolidated financial statements have been prepared by the Company’s management. The unaudited pro forma condensed consolidated financial statements are not designed to represent and do not represent what the Company’s results of operations and financial position would have been had the aforementioned transactions been completed as of the date or at the beginning of the period indicated or to project the Company’s results of operations or financial position at any future date or any future period. The pro forma condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes contained in the Company’s 2002 Annual Report on Form 10-K.

Information Holdings Inc.

Unaudited Pro Forma Condensed Consolidated Statement of Operations
Nine Months Ended September 30, 2003

(In thousands, except per share data)

	Information Holdings			Less: Transcender			Pro Forma Consolidated

Revenues	$	64,923		$	6,589		$	58,334

Cost of sales	19,156			528			18,628

Gross profit	45,767			6,061			39,706

Operating expenses:

Selling, general and administrative	32,533			5,299			27,234

Depreciation and amortization	9,207			1,134			8,073

Total operating expenses	41,740			6,433			35,307

Income (loss) from operations	4,027			(372		)	4,399

Other income (expense):

Other expense	(578		)	—			(578		)

Interest income, net	1,327			—			1,327

Income (loss) from continuing operations before income taxes	4,776			(372		)	5,148

Provision for (benefit from) income taxes	1,729			(141		)	1,870

Income (loss) from continuing operations	$	3,047		$	(231	)	$	3,278

Basic earnings per common share from continuing operations	$	0.14					$	0.15

Diluted earnings per common share from continuing operations	$	0.14					$	0.15

The accompanying notes are an integral part of these pro forma condensed consolidated financial statements.

Information Holdings Inc.

Unaudited Pro Forma Condensed Consolidated Statement of Operations

Year Ended December 31, 2002

(In thousands, except per share data)

	Information Holdings			Less: CRC Press			Less: Transcender			Pro Forma Consolidated

Revenues	$	141,767		$	52,053		$	11,762		$	77,952

Cost of sales	41,966			17,929			822			23,215

Gross profit	99,801			34,124			10,940			54,737

Operating expenses:

Selling, general and administrative	66,909			24,108			7,775			35,026

Depreciation and amortization	16,941			3,102			3,008			10,831

Impairment of long-lived assets	39,380			—			36,222			3,158

Total operating expenses	123,230			27,210			47,005			49,015

(Loss) income from operations	(23,429		)	6,914			(36,065		)	5,722

Other income (expense):

Other income	5			—			—			5

Interest income (expense), net	473			(155		)	—			628

(Loss) income before income taxes	(22,951		)	6,759			(36,065		)	6,355

(Benefit from) provision for income taxes	(9,227		)	2,542			(13,705		)	1,936

Net (loss) income	$	(13,724	)	$	4,217		$	(22,360	)	$	4,419

Basic (loss) earnings per common share	$	(0.63	)							$	0.20

Diluted (loss) earnings per common share	$	(0.63	)							$	0.20

The accompanying notes are an integral part of these pro forma condensed consolidated financial statements.

Information Holdings Inc.

Unaudited Pro Forma Condensed Consolidated Statement of Operations

Year Ended December 31, 2001

(In thousands, except per share data)

	Information Holdings			Less: CRC Press			Less: Transcender		Pro Forma Consolidated

Revenues	$	105,336		$	42,424		$	21,347	$	41,565

Cost of sales	26,676			13,714			1,242		11,720

Gross profit	78,660			28,710			20,105		29,845

Operating expenses:

Selling, general and administrative	49,831			22,997			9,732		17,102

Depreciation and amortization	18,769			2,642			6,558		9,569

Impairment of long-lived assets	400			—			—		400

Total operating expenses	69,000			25,639			16,290		27,071

Income from operations	9,660			3,071			3,815		2,774

Other income (expense):

Other (expense) income	(16		)	—			3		(19		)

Interest income (expense), net	3,505			(148		)	—		3,653

Income before income taxes	13,149			2,923			3,818		6,408

Provision for income taxes	5,311			1,071			1,451		2,789

Net income	$	7,838		$	1,852		$	2,367	$	3,619

Basic income per common share	$	0.36							$	0.17

Diluted income per common share	$	0.36							$	0.17

The accompanying notes are an integral part of these pro forma condensed consolidated financial statements.

Information Holdings Inc.

Unaudited Pro Forma Condensed Consolidated Statement of Operations

Year Ended December 31, 2000

(In thousands, except per share data)

	Information Holdings		Less: CRC Press			Less: Transcender			Pro Forma Consolidated

Revenues	$	73,289	$	38,984		$	4,077		$	30,228

Cost of sales	19,720		10,422			302			8,996

Gross profit	53,569		28,562			3,775			21,232

Operating expenses:

Selling, general and administrative	36,987		20,602			2,014			14,371

Depreciation and amortization	9,744		1,993			971			6,780

Impairment of long-lived assets	1,500		—			—			1,500

Total operating expenses	48,231		22,595			2,985			22,651

Income from operations	5,338		5,967			790			(1,419		)

Other income (expense):

Other income (expense)	2		5			(1		)	(2		)

Interest income (expense), net	7,005		(144		)	—			7,149

Income before income taxes	12,345		5,828			789			5,728

Provision for income taxes	5,253		2,273			308			2,672

Net income	$	7,092	$	3,555		$	481		$	3,056

Basic income per common share	$	0.34							$	0.15

Diluted income per common share	$	0.34							$	0.15

The accompanying notes are an integral part of these pro forma condensed consolidated financial statements.

Information Holdings Inc.

Unaudited Pro Forma Condensed Consolidated Balance Sheet

September 30, 2003

(In thousands)

	Information Holdings			Less: Transcender			Pro Forma Adjustments			Pro Forma Consolidated
Cash, cash equivalents and short-term investments	$	54,407		$	(63	)	$	7,090	(1)	$	61,560
Accounts receivable, net	27,107			385						26,722
Other current assets	11,352			263						11,089
Total current assets	92,866			585			7,090			99,371

Investments	87,470			—						87,470
Identified intangible assets, net	66,315			2,405						63,910
Goodwill	83,140			12,800						70,340
Other long-term assets	8,445			607			(391		)(1),(2)	7,447

Total assets	$	338,236		$	16,397		$	6,699		$	328,538

Accounts payable	$	26,542		$	137					$	26,405
Deferred subscription revenue	17,791			80						17,711
Other current liabilities	19,712			243			(16,938		)(1)	2,531
Long-term liabilities	—			—			13,044		(2)	13,044
Total liabilities	64,045			460			(3,894		)	59,691

Common stock	219			—						219
Treasury stock	(14,723		)	—						(14,723		)
Additional paid-in capital	247,923			47,767			47,767		(1)	247,923
Accumulated comprehensive income	657			—						657
Retained earnings	40,115			(31,830		)	(37,174		)(1)	34,771

Total equity	274,191			15,937			10,593			268,847

Total liabilities and equity	$	338,236		$	16,397		$	6,699		$	328,538

The accompanying notes are an integral part of these pro forma condensed consolidated financial statements.

Information Holdings Inc.

Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements

1. PRO FORMA ADJUSTMENTS

For purposes of determining the pro forma effect of the disposition of Transcender on Information Holdings Inc.’s Condensed Consolidated Balance Sheet as of September 30, 2003, the following adjustments have been made (In thousands):

(1) Represents the proceeds from the sale of Transcender (net of estimated deal costs and settlement of retained obligations), the estimated loss on disposition, and the related impact on income taxes, as follows – debit (credit):

Cash	$	7,090
Other current liabilities (income tax liability)	16,938
Other long-term assets (deferred taxes)	(13,435		)
Additional paid in capital	(47,767		)
Retained earnings (loss of Transcender prior to disposition)	31,830
Retained earnings (estimated after-tax loss on disposition)	5,344

(2) Represents a reclassification of net long-term deferred taxes. The disposition of Transcender results in a reclassification in long-term deferred taxes from a net asset to a net liability.

Other long-term assets		$	13,044
Long-term liabilities		(13,044		)

2. EARNINGS PER SHARE

Earnings per share are calculated by dividing the net income by the weighted average outstanding shares during the period. The weighted average outstanding shares for the nine months ended September 30, 2003 and for the years ended December 31, 2002, 2001 and 2000, respectively are as follows (In thousands):

	September 30, 2003	December 31, 2002	December 31, 2001	December 31, 2000

Basic	21,159	21,735	21,686	20,583
Diluted	21,194	21,735	21,826	20,822

Date of Report (Date of earliest event reported): October 23, 2003

INFORMATIONDecember HOLDINGS22, INC.2003

(203) 961-9106

INFORMATION HOLDINGS INC.

Unaudited Pro Forma Condensed Consolidated Financial Statements

Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements

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