-----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, GODtYDDPCMg34pMrfk1U/gG8kDM3X0tsw6k9pzpgXxWAD8qdpUiUzq1YOMBWjg1L HY/hkrwTUQWkr3duJ6+VLQ== 0000950142-00-000400.txt : 20000919 0000950142-00-000400.hdr.sgml : 20000919 ACCESSION NUMBER: 0000950142-00-000400 CONFORMED SUBMISSION TYPE: SC TO-C 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: SC TO-C SEC ACT: SEC FILE NUMBER: 005-55215 FILM NUMBER: 618351 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: AUTOMATIC DATA PROCESSING INC CENTRAL INDEX KEY: 0000008670 STANDARD INDUSTRIAL CLASSIFICATION: 7374 IRS NUMBER: 221467904 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC TO-C BUSINESS ADDRESS: STREET 1: ONE ADP BOULVARD CITY: ROSELAND STATE: NJ ZIP: 07068 BUSINESS PHONE: 2019945000 MAIL ADDRESS: STREET 1: ONE ADP BOULEVARD CITY: ROSELAND STATE: NJ ZIP: 07068 SC TO-T 1 SCHEDULE TO SECURITIES AND EXCHANGE COMMISSION, WASHINGTON, D.C. 20549 SCHEDULE TO (RULE 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )* CUNNINGHAM GRAPHICS INTERNATIONAL, INC. --------------------------------------- (Name of Subject Company (Issuer)) AUTOMATIC DATA PROCESSING, INC. and FIS ACQUISITION CORP. --------------------- (Name of Filing Persons (Offerors)) Common Stock, No Par Value -------------------------- (Title of Class of Securities) 231157108 --------- (CUSIP Number of Class of Securities) James B. Benson, Esq. Automatic Data Processing, Inc. One ADP Boulevard Roseland, New Jersey 07068 (973) 974-5000 Copies to: Douglas A. Cifu, Esq. Paul, Weiss, Rifkind, Wharton & Garrison 1285 Avenue of the Americas New York, New York 10019-6064 (212) 373-3000 ---------------------------------------------- (Name, Address and Telephone Numbers of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons) [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: [ ] third-party tender offer subject to Rule 14d-1. [ ] issuer tender offer subject to Rule 13c-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: [ ] 2 For Immediate Release ADP TO ACQUIRE CUNNINGHAM GRAPHICS ROSELAND, NJ, May 3, 2000 -- Automatic Data Processing, Inc. (NYSE:AUD), has entered into a definitive agreement to acquire Cunningham Graphics International, Inc. (NASD:CGII) (Cunningham) for $22 per share in cash, Arthur F. Weinbach, chairman and chief executive officer announced today. Cunningham, with annual revenues exceeding $160 million, is a leading provider of time-sensitive printing to the financial services industry, specializing in printing and distribution of complex research reports. Commenting on the transaction, Mr. Weinbach said, "Cunningham's services are a natural extension of the print and distribution services of our Brokerage Services Investor Communications business. With the acquisition we will be better able to (1) offer coordinated, one-stop shopping to meet a broad array of financial industry investor communication needs, and (2) increase our ability to offer both print and electronic distribution of critical investor documents." The transaction is subject to customary closing conditions and various regulatory approvals. ADP expects to commence a tender offer to purchase all of Cunningham's common shares within the next seven business days. Certain directors and officers of Cunningham, holding in the aggregate approximately 45% of the outstanding common shares, have agreed to tender their common shares pursuant to ADP's offer. ADP, with over $5 billion in revenue and more than 450,000 clients, is one of the largest independent computing services firms in the world. THIS ANNOUNCEMENT IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF AN OFFER TO SELL SHARES OF CUNNINGHAM. AT THE TIME ADP COMMENCES THIS OFFER, IT WILL FILE A TENDER OFFER STATEMENT AND CUNNINGHAM WILL FILE A SOLICITATION/RECOMMENDATION STATEMENT WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION. 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. ADP WILL MAKE AVAILABLE TO ALL SHAREHOLDERS OF CUNNINGHAM, AT ADP'S EXPENSE, THE OFFER TO PURCHASE, THE RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER OFFER DOCUMENTS AND CUNNINGHAM WILL MAKE AVAILABLE TO ALL ITS SHAREHOLDERS, AT CUNNINGHAM'S EXPENSE, THE SOLICITATION/RECOMMENDATION STATEMENT. THE TENDER OFFER STATEMENT 3 (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 release contains "forward-looking statements" based on management's expectations and assumptions and are subject to risks and uncertainties that may cause actual results to differ from those expressed. Factors that could cause differences include: ADP's success in obtaining, retaining and selling additional services to clients; the pricing of products and services; overall economic trends, including interest rate and foreign currency trends; stock market activity; auto sales and related industry changes; employment levels; changes in technology; availability of skilled technical associates; and the impact of new acquisitions. 4 -----END PRIVACY-ENHANCED MESSAGE-----