-----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, Q6IWSRLrfSHq12IwF7+cdJuB4vYI2y0CVVfWJK0zYFQObC4+OnD2Vu86LY9PiGgA OymwCLfufDA1mCOy0WSStw== 0000950152-96-001715.txt : 19960425 0000950152-96-001715.hdr.sgml : 19960425 ACCESSION NUMBER: 0000950152-96-001715 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19960424 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DUPLEX PRODUCTS INC CENTRAL INDEX KEY: 0000030547 STANDARD INDUSTRIAL CLASSIFICATION: MANIFOLD BUSINESS FORMS [2761] IRS NUMBER: 362109817 STATE OF INCORPORATION: DE FISCAL YEAR END: 1025 FILING VALUES: FORM TYPE: SC 14D9/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-31674 FILM NUMBER: 96550225 BUSINESS ADDRESS: STREET 1: 1947 BETHANY RD CITY: SYCAMORE STATE: IL ZIP: 60178 BUSINESS PHONE: 8158952101 MAIL ADDRESS: STREET 1: PO BOX 1947 CITY: SYCAMORE STATE: IL ZIP: 60178 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: REYNOLDS & REYNOLDS CO CENTRAL INDEX KEY: 0000083588 STANDARD INDUSTRIAL CLASSIFICATION: MANIFOLD BUSINESS FORMS [2761] IRS NUMBER: 310421120 STATE OF INCORPORATION: OH FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 14D9/A BUSINESS ADDRESS: STREET 1: 115 S LUDLOW ST CITY: DAYTON STATE: OH ZIP: 45402 BUSINESS PHONE: 5134432000 MAIL ADDRESS: STREET 1: P.O. BOX 2608 CITY: DAYTON STATE: OH ZIP: 45401 SC 14D9/A 1 REYNOLDS & REYNOLDS 1 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ----------------------- SCHEDULE 14D-9/A SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO.1) DUPLEX PRODUCTS INC. -------------------------------- (NAME OF SUBJECT COMPANY) DUPLEX PRODUCTS INC. -------------------------------- (NAME OF PERSON FILING STATEMENT) COMMON STOCK, $1.00 PAR VALUE -------------------------------- (TITLE OF CLASS OF SECURITIES) 26609310 -------------------------------- (CUSIP NUMBER OF CLASS OF SECURITIES) MARK A. ROBINSON, ESQ. GENERAL COUNSEL AND SECRETARY DUPLEX PRODUCTS INC. 1947 BETHANY ROAD SYCAMORE, ILLINOIS 60178 TELEPHONE: (815) 895-2101 -------------------------------- (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICE AND COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT) WITH A COPY TO: CHARLES F. THOMAS, ESQ. HINSHAW & CULBERTSON 220 EAST STATE STREET P.O. BOX 1389 ROCKFORD, ILLINOIS 61105 TELEPHONE: (815) 963-8488 2 This Amendment No. 1 amends the Solicitation/Recommendation Statement on Schedule 14D-9, dated April 22, 1996 (the "Schedule 14D-9") filed by Duplex Products Inc., a Delaware corporation (the "Company") relating to the tender offer by The Reynolds and Reynolds Company, an Ohio corporation and parent company of Delaware Acquisition Co., a Delaware corporation (the "Purchaser"), to purchase all outstanding shares of the Company's common stock, $1.00 par value per share (the "Shares") at $12.00 per Share, net to the seller in cash without interest, upon the terms and subject to the conditions set forth in the Offer To Purchase dated April 22, 1996 and the related Letter of Transmittal. ITEM 9. MATERIAL TO BE FILED AS EXHIBITS. This Amendment No. 1 is filed to include portions of exhibits that were omitted in the original Schedule 14D-9. The portions of the exhibits that are being filed with this Amendment No. 1 are identified below in bold and by asterisk. All other exhibits were previously filed with the original Schedule 14D-9.
Exhibit No. Description - ----------- ----------- (a) Recommendation Letter sent to Company security holders on April 22, 1996. (b) Not Applicable (c)(1) Form of Offer to Purchase, dated April 22, 1996. (c)(2) Form of Letter of Transmittal. (c)(3) 1996 Annual Proxy Statement, dated February 6, 1996. (c)(4) Agreement and Plan of Merger, dated as of April 20, 1996. (c)(5) Consulting and Non-Competition Agreement, dated as of April 20, 1996, between The Reynolds and Reynolds Co. and Andrew A. Campbell. (c)(6) Consulting and Non-Competition Agreement, dated as of April 20, 1996, between The Reynolds and Reynolds Co. and James R. Ramig. (c)(7) Employment and Non-competition Agreement, dated as of April 20, 1996, between The Reynolds and Reynolds Co. and Marc A. Loomer. (c)(8) Employment and Non-Competition Agreement, dated as of April 20, 1996, between The Reynolds and Reynolds Co. and David B. Preston. (c)(9) Employment and Non-Competition Agreement, dated as of April 20, 1996, between The Reynolds and Reynolds Co. and Mark A. Robinson.
3
Exhibit No. Description - ----------- ----------- (c)(10) Confidentiality Agreement, dated March 3, 1996, by and between the Reynolds and Reynolds Co. and the Company, as amended by letter dated March 7, 1996 and letter dated April 16, 1996. (c)(11) Severance Agreement dated November 14, 1995, between the Company and Andrew A. Campbell; LETTER AGREEMENT DATED MARCH 13, 1996.* (c)(12) Severance Agreement dated October 2, 1995, between the Company and James R. Ramig; LETTER AGREEMENT DATED MARCH 13, 1996.* (c)(13) Agreement dated January 26, 1996, between the Company and Mark A. Robinson; LETTER AGREEMENT DATED MARCH 13, 1996.* (c)(14) Agreement dated January 26, 1996, between the Company and David Preston; LETTER AGREEMENT DATED MARCH 13, 1996.* (c)(15) Agreement dated January 26, 1996, between the Company and Marc Loomer; LETTER AGREEMENT DATED MARCH 13, 1996.*
SIGNATURE. After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: April 24, 1996 DUPLEX PRODUCTS INC. By: /S/ Andrew A. Campbell ----------------------- Name: Andrew A. Campbell Title: President 4 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION - ------- ----------- (a) Recommendation Letter sent to Company security holders on April 22, 1996. (b) Not Applicable (c)(1) Form of Offer to Purchase, dated April 22, 1996. (c)(2) Form of Letter of Transmittal. (c)(3) 1996 Annual Proxy Statement, dated February 6, 1996. (c)(4) Agreement and Plan of Merger, dated as of April 20, 1996. (c)(5) Consulting and Non-Competition Agreement, dated as of April 20, 1996, between The Reynolds and Reynolds Co. and Andrew A. Campbell. (c)(6) Consulting and Non-Competition Agreement, dated as of April 20, 1996, between The Reynolds and Reynolds Co. and James R. Ramig. (c)(7) Employment and Non-Competition Agreement, dated as of April 20, 1996, between The Reynolds and Reynolds Co. and Marc A. Loomer. (c)(8) Employment and Non-Competition Agreement, dated as of April 20, 1996, between The Reynolds and Reynolds Co. and David B. Preston. (c)(9) Employment and Non-Competition Agreement, dated as of April 20, 1996, between The Reynolds and Reynolds Co. and Mark A. Robinson. (c)(10) Confidentiality Agreement, dated March 3, 1996, by and between The Reynolds and Reynolds Co. and the Company, as amended by letter dated March 7, 1996 and letter dated April 16, 1996. (c)(11) Severance Agreement dated November 14, 1995, between the Company and Andrew A. Campbell; LETTER AGREEMENT DATED MARCH 13, 1996.* (c)(12) Severance Agreement dated October 2, 1995, between the Company and James R. Ramig; LETTER AGREEMENT DATED MARCH 13, 1996.* (c)(13) Agreement dated January 26, 1996, between the Company and Mark A. Robinson; LETTER AGREEMENT DATED MARCH 13, 1996.* (c)(14) Agreement dated January 26, 1996, between the Company and David Preston; LETTER AGREEMENT DATED MARCH 13, 1996.* (c)(15) Agreement dated January 26, 1996, between the Company and Marc Loomer; LETTER AGREEMENT DATED MARCH 13, 1996.* * BOLD, ASTERISK DENOTES MATERIAL FILED WITH THIS AMENDMENT.
EX-11.C 2 EXHIBIT (C)(11) 1 [ LOGO ] DUPLEX INFORMATION PRODUCTS AND TECHNOLOGIES March 13, 1996 Mr. Andrew A. Campbell, President Duplex Products Inc. 1947 Bethany Road Sycamore, IL 60178 RE: Severance Agreement Dear Andy: The purpose of this letter is to inform you that the Compensation Committee and the Outside Directors Committee have approved the following modification to Paragraph 3 of your long-form Severance Agreement and Paragraph 1 of the short form: RETENTION POOL Duplex has created a Retention Pool to be used if any Change of Control is consummated. Upon the occurrence of any Change of Control, if Campbell is still employed by Duplex at the time of the Consummation of the Change of Control, then Campbell shall receive $100,000 from said Retention Pool, in one lump sum payable within ten (10) days after said transaction is consummated. The following version of Paragraph 4 of the long form was also approved: All stock options issued under the 1984/1993 Incentive Stock Option program owned by Campbell at the time of the consummation of any Change of Control, no matter when granted and no matter what their vesting status, shall vest completely. Your countersignature below will serve as proof of your acceptance of these modifications to your Severance agreement. Please return an executed copy to the corporate Secretary. Sincerely, /s/ Robert Reum W. Robert Reum, Compensation Committee Chairman DUPLEX PRODUCTS INC. P.O. BOX 1947 1947 BETHANY ROAD SYCAMORE, ILLINOIS 60178 EX-12.C 3 EXHIBIT (C)(12) 1 [ LOGO ] DUPLEX INFORMATION PRODUCTS AND TECHNOLOGIES March 13, 1996 Mr. James R. Ramig, Vice President Duplex Products Inc. 1947 Bethany Road Sycamore, IL 60178 RE: Severance Agreement Dear Jim: The purpose of this letter is to inform you that the Compensation Committee and the Outside Directors Committee have approved the following modification to Paragraph 3 of your long-form Severance Agreement and Paragraph 1 of the short form: RETENTION POOL Duplex has created a Retention Pool to be used if any Change of Control is consummated. Upon the occurrence of any Change of Control, if Ramig is still employed by Duplex at the time of the Consummation of the Change of Control, then Ramig shall receive $100,000 from said Retention Pool, in one lump sum payable within ten (10) days after said transaction is consummated. The following version of Paragraph 4 of the long form was also approved: All stock options issued under the 1984/1993 Incentive Stock Option program owned by Ramig at the time of the consummation of any Change of Control, no matter when granted and no matter what their vesting status, shall vest completely. Your countersignature below will serve as proof of your acceptance of these modifications to your Severance agreement. Please return an executed copy to the corporate Secretary. Sincerely, /s/ Robert Reum W. Robert Reum, Compensation Committee Chairman DUPLEX PRODUCTS INC. P.O. BOX 1947 1947 BETHANY ROAD SYCAMORE, ILLINOIS 60178 EX-13.C 4 EXHIBIT (C)(13) 1 [ LOGO ] DUPLEX INFORMATION PRODUCTS AND TECHNOLOGIES March 13, 1996 Mr. Mark Robinson, Vice President Duplex Products Inc. 1947 Bethany Road Sycamore, IL 60178 RE: Severance Agreement Dear Mark: The purpose of this letter is to inform you that the Compensation Committee and the Outside Directors Committee have approved the following modification to Paragraph 3 of your Severance Agreement: RETENTION POOL Duplex has created a Retention Pool to be used if any Change of Control is consummated. Upon the occurrence of any Change of Control, if Robinson is still employed by Duplex at the time of the Consummation of the Change of Control, then Robinson shall receive $100,000 from said Retention Pool, in one lump sum payable within ten (10) days after said transaction is consummated. The following version of Paragraph 4 was also approved: All stock options issued under the 1984/1993 Incentive Stock Option program owned by Robinson at the time of the consummation of any Change of Control, no matter when granted and no matter what their vesting status, shall vest completely. Your countersignature below will serve as proof of your acceptance of these modifications to your Severance agreement. Please return an executed copy to the corporate Secretary. Sincerely, /s/ Robert Reum W. Robert Reum, Compensation Committee Chairman DUPLEX PRODUCTS INC. P.O. BOX 1947 1947 BETHANY ROAD SYCAMORE, ILLINOIS 60178 EX-14.C 5 EXHIBIT (C)(14) 1 [ LOGO ] DUPLEX INFORMATION PRODUCTS AND TECHNOLOGIES March 13, 1996 Mr. David Preston, Vice President Duplex Products Inc. 1947 Bethany Road Sycamore, IL 60178 RE: Severance Agreement Dear Dave: The purpose of this letter is to inform you that the Compensation Committee and the Outside Directors Committee have approved the following modification to Paragraph 3 of your Severance Agreement: RETENTION POOL Duplex has created a Retention Pool to be used if any Change of Control is consummated. Upon the occurrence of any Change of Control, if Preston is still employed by Duplex at the time of the Consummation of the Change of Control, then Preston shall receive $100,000 from said Retention Pool, in one lump sum payable within ten (10) days after said transaction is consummated. The following version of Paragraph 4 was also approved: All stock options issued under the 1984/1993 Incentive Stock Option program owned by Preston at the time of the consummation of any Change of Control, no matter when granted and no matter what their vesting status, shall vest completely. Your countersignature below will serve as proof of your acceptance of these modifications to your Severance agreement. Please return an executed copy to the corporate Secretary. Sincerely, /s/ Robert Reum W. Robert Reum, Compensation Committee Chairman /s/ David Preston DUPLEX PRODUCTS INC. P.O. BOX 1947 1947 BETHANY ROAD SYCAMORE, ILLINOIS 60178 EX-15.C 6 EXHIBIT (C)(15) 1 [ LOGO ] DUPLEX INFORMATION PRODUCTS AND TECHNOLOGIES March 13, 1996 Mr. Marc Loomer, Vice President Duplex Products Inc. 1947 Bethany Road Sycamore, IL 60178 RE: Severance Agreement Dear Marc: The purpose of this letter is to inform you that the Compensation Committee and the Outside Directors Committee have approved the following modification to Paragraph 3 of your Severance Agreement: RETENTION POOL Duplex has created a Retention Pool to be used if any Change of Control is consummated. Upon the occurrence of any Change of Control, if Loomer is still employed by Duplex at the time of the Consummation of the Change of Control, then Loomer shall receive $100,000 from said Retention Pool, in one lump sum payable within ten (10) days after said transaction is consummated. The following version of Paragraph 4 was also approved: All stock options issued under the 1984/1993 Incentive Stock Option program owned by Loomer at the time of the consummation of any Change of Control, no matter when granted and no matter what their vesting status, shall vest completely. Your countersignature below will serve as proof of your acceptance of these modifications to your Severance agreement. Please return an executed copy to the corporate Secretary. Sincerely, /s/ Robert Reum /s/ Marc Loomer W. Robert Reum, Compensation Committee Chairman DUPLEX PRODUCTS INC. P.O. BOX 1947 1947 BETHANY ROAD SYCAMORE, ILLINOIS 60178 -----END PRIVACY-ENHANCED MESSAGE-----