-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DApGiIOL7gEaggLIqGE6W5dLe0njpFAGZTuSe9FdzN0WsP3Kcc2hsUHzbjMZiJPE T791xhrHH3TvfkzPDFeEeQ== 0000903423-00-000273.txt : 20000920 0000903423-00-000273.hdr.sgml : 20000920 ACCESSION NUMBER: 0000903423-00-000273 CONFORMED SUBMISSION TYPE: SC14D9C PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000503 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CUNNINGHAM GRAPHICS INTERNATIONAL INC CENTRAL INDEX KEY: 0001053949 STANDARD INDUSTRIAL CLASSIFICATION: 2750 IRS NUMBER: 223561164 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC14D9C SEC ACT: SEC FILE NUMBER: 005-55215 FILM NUMBER: 617856 BUSINESS ADDRESS: STREET 1: 5 BURMA ROAD CITY: JERSEY CITY STATE: NJ ZIP: 07305 BUSINESS PHONE: 2012171990 MAIL ADDRESS: STREET 1: 629 GROVE STREET CITY: JERSEY CITY STATE: NJ ZIP: 07310 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CUNNINGHAM GRAPHICS INTERNATIONAL INC CENTRAL INDEX KEY: 0001053949 STANDARD INDUSTRIAL CLASSIFICATION: 2750 IRS NUMBER: 223561164 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC14D9C BUSINESS ADDRESS: STREET 1: 5 BURMA ROAD CITY: JERSEY CITY STATE: NJ ZIP: 07305 BUSINESS PHONE: 2012171990 MAIL ADDRESS: STREET 1: 629 GROVE STREET CITY: JERSEY CITY STATE: NJ ZIP: 07310 SC 14D9 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------- SCHEDULE 14D-9 Solicitation/Recommendation Statement Pursuant to Section 14(d)(4) of the Securities Exchange Act of 1934 -------------- Cunningham Graphics International, Inc. (Name of Subject Company) Cunningham Graphics International, Inc. (Name of Person(s) Filing Statement) -------------- Common Stock, No Par Value Per Share (Title of Class of Securities) 231157108 (CUSIP Number of Class of Securities) -------------- Michael R. Cunningham President and Chief Executive Officer Cunningham Graphics International, Inc. 100 Burma Road Jersey City, New Jersey 07305 (201) 217-1990 (Name, Address and Telephone Number of Person Authorized to Receive Notice and Communications on Behalf of Person(s) Filing Statement) -------------- With a copy to: Daniel S. Sternberg, Esq. Cleary, Gottlieb, Steen & Hamilton One Liberty Plaza New York, NY 10006 (212) 225-2000 [X] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. ================================================================================ CUNNINGHAM GRAPHICS TO BE ACQUIRED BY ADP Jersey City, N.J., May 3, 2000 - Cunningham Graphics International, Inc. (NASD: CGII) announced today that it has entered into a definitive merger agreement with Automatic Data Processing, Inc. (NYSE: AUD) providing for the acquisition by ADP of all of the outstanding shares of Cunningham Graphics for $22.00 per share in cash. Under the terms of the agreement, which was unanimously approved by the Board of Directors of Cunningham Graphics, ADP will shortly commence a tender offer to acquire all of the common shares of Cunningham Graphics. Certain directors and officers of Cunningham Graphics, holding approximately 44.4% of its outstanding shares, have agreed to tender their shares pursuant to ADP's offer. "We believe that this offer represents a good value for our shareholders and an exciting future for our customers and employees," said Michael Cunningham, Chairman and Chief Executive Officer of Cunningham Graphics. "We look forward to continuing to grow the company with the support of ADP." Cunningham Graphics is a leader in the graphic communications industry, providing time-sensitive graphic communication services and outsourcing solutions. The Company's blue chip client base includes most of Wall Street's top investment banks, major insurance companies and many Fortune 500 companies. With corporate office operations headquartered in Jersey City, NJ, Cunningham Graphics operates 18 production facilities worldwide employing over 1,300 people. The Company's services include on-demand printing, digital communications, digital archiving, document management, offset and digital printing, data output, bindery, fulfillment and mailing services. Prudential Securities Incorporated acted as exclusive financial advisor to Cunningham Graphics in this transaction. This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares of Cunningham Graphics. At the time ADP commences its offer, it will file a Tender Offer Statement with the U.S. Securities and Exchange Commission and Cunningham Graphics will file a Solicitation/Recommendation Statement with respect to the offer. THE TENDER OFFER STATEMENT (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND OTHER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE OFFER. The Offer to Purchase, the related Letter of Transmittal and certain other offer documents, as well as the Solicitation/Recommendation Statement will be made available to all shareholders of Cunningham Graphics, at no expense to them. The Tender Offer Statement (including the Offer to Purchase, the related Letter of Transmittal and all other offer documents filed with the Commission) and the Solicitation/Recommendation Statement will also be available for free at the Commission's website at www.sec.gov. This press release may contain forward-looking statements, which involve known and unknown risks, uncertainties or other factors that could cause actual results to materially differ from the results, performance or other expectations implied by these forward-looking statements. Factors which could cause or contribute to such differences include, but are not limited to, continued demand for its services, the availability of raw materials, the impact of competitive services and pricing, risks in technology development, changing economic conditions and other risk factors detailed in Cunningham Graphic's filings with the Securities and Exchange Commission. CONTACT: Lippert/Heilshorn and Associates John Nesbett/William Walkowiak, CFA (212)-838-3777. -----END PRIVACY-ENHANCED MESSAGE-----