-----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, CKhBR+z9pxuamyXb1s650661Vrx2s5BRoMHMpPutVDxqv+8DF9n95bx0HVRhwiDq Wm0A0XviW4BjvNv2t1MxQg== /in/edgar/work/20000609/0000950142-00-000518/0000950142-00-000518.txt : 20000919 0000950142-00-000518.hdr.sgml : 20000919 ACCESSION NUMBER: 0000950142-00-000518 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000609 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-T/A SEC ACT: SEC FILE NUMBER: 005-55215 FILM NUMBER: 652108 BUSINESS ADDRESS: STREET 1: 100 BURMA RD 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-T/A 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/A 1 0001.txt AMENDMENT NO. 3 TO SCHEDULE TO SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------ SCHEDULE TO/A (RULE 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 AMENDMENT NO. 3 (FINAL AMENDMENT) and SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 AMENDMENT NO. 1 ------------------ CUNNINGHAM GRAPHICS INTERNATIONAL, INC. (Name of Subject Company (Issuer)) AUTOMATIC DATA PROCESSING, INC. and FIS ACQUISITION CORP. (Names 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, NY 10019 (212) 373-3000 (Name, Address and Telephone Numbers of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons) CALCULATION OF FILING FEE - ----------------------------------- ------------------------------ Transaction valuation* $135,625,578 Amount of Filing Fee** $27,125 - ----------------------------------- ------------------------------ * For purposes of calculating the filing fee pursuant to Rule 0-11(d), the Transaction Valuation was calculated on the basis of (i) 5,757,606 shares of common stock, no par value, of Cunningham Graphics International, Inc., (ii) the tender offer price of $22.00 per share, and (iii) 407,193 options to acquire shares with an aggregate value of $3,257,544. ** The filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, is 1/50th of one percent of the aggregate Transaction Valuation. [X] 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: $27,125 Form or Registration No.: Schedule TO Filing Party: Automatic Data Processing, Inc. Date Filed: May 11, 2000 [ ] 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. [X] 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: [X] - ----------------------- --------------------- CUSIP No. 231157108 Page 2 of 7 Pages - ----------------------- --------------------- This Amendment No. 3 (Final Amendment) ("Final Amendment") amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission (the "Commission") on May 11, 2000 (the "Schedule TO") by Automatic Data Processing, Inc., a Delaware corporation ("Parent"), and FIS Acquisition Corp., a New Jersey corporation and a wholly owned subsidiary of ADP (the "Purchaser"), as amended by Amendment No. 1 to the Schedule TO filed with the Commission on May 18, 2000 by Parent and the Purchaser ("Amendment No. 1") and Amendment No. 2 to the Schedule TO filed with the Commission on June 1, 2000 ("Amendment No. 2"). The Schedule TO, Amendment No. 1 and Amendment No. 2 relate to the offer by the Purchaser to purchase all the outstanding shares of common stock, no par value (the "Shares"), of Cunningham Graphics International, Inc., a New Jersey corporation (the "Company"), at a purchase price of $22.00 per Share, net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase dated May 11, 2000 (the "Offer to Purchase") and in the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the "Offer") which are annexed to and filed with the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively. This Final Amendment is being filed on behalf of Purchaser and Parent. Any capitalized term used and not otherwise defined herein shall have the meaning ascribed to such term in the Offer to Purchase, the Schedule TO, Amendment No. 1 and Amendment No. 2. This Final Amendment also constitutes Amendment No. 1 to the Schedule 13D filed with the Commission on May 2, 2000 by Parent with respect to the Shares (the "Schedule 13D") and amends and supplements the Schedule 13D. ITEMS 1 THROUGH 9 AND 11. Items 1 through 9 and 11 of the Schedule TO are hereby amended and supplemented to include the following information: The Offer expired at 12:00 midnight, New York City time, on Thursday, June 8, 2000. Pursuant to the Offer, based upon a report from the Depositary for the Offer, the Purchaser accepted for payment 5,491,650 Shares. This number represents approximately 95.3% of the outstanding Shares. On June 9, 2000, Parent issued a press release announcing the closing of the tender offer and that it expects to complete the Merger of the Purchaser into the Company shortly. The full text of Parent's June 9, 2000 press release is attached as Exhibit (a)(1)(I) hereto and incorporated herein by reference. ITEM 12. EXHIBITS. (a)(1)(I) Text of press release issued by Automatic Data Processing, Inc. on June 9, 2000 - ----------------------- --------------------- CUSIP No. 231157108 Page 3 of 7 Pages - ----------------------- --------------------- SIGNATURE After due 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: June 9, 2000 AUTOMATIC DATA PROCESSING, INC. By: /s/ James B. Benson ------------------- Name: James B. Benson Title: Corporate Vice President FIS ACQUISITION CORP. By: /s/ James B. Benson ------------------- Name: James B. Benson Title: President - ----------------------- --------------------- CUSIP No. 231157108 Page 4 of 7 Pages - ----------------------- --------------------- INDEX TO EXHIBITS Exhibit Number Description *(a)(1)(A) Offer to Purchase, dated as of May 11, 2000 *(a)(1)(B) Form of Letter of Transmittal *(a)(1)(C) Form of Notice of Guaranteed Delivery *(a)(1)(D) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees *(a)(1)(E) Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees *(a)(1)(F) Guidelines for Certification of taxpayer Identification Number on Substitute Form W-9 *(a)(1)(G) Text of press release issued by Automatic Data Processing, Inc. on May 3, 2000 *(a)(1)(H) Summary Advertisement, published May 11, 2000 (a)(1)(I) Text of press release issued by Automatic Data Processing, Inc. on June 9, 2000 *(a)(5)(A) Complaint of Kenneth Sherman against Michael R. Cunningham, Gordon Mays, Laurence Gerber, James J. Cunningham, Arnold Spinner, Stanley Moss and Cunningham Graphics International, Inc., filed in the Chancery Division of the Superior Court of New Jersey for Hudson County on May 5, 2000 *(a)(5)(B) Complaint of Nat Orme against Michael R. Cunningham, Gordon Mays, Laurence Gerber, James J. Cunningham, Arnold Spinner, Stanley Moss and Cunningham Graphics International, Inc., filed in the Chancery Division of the Superior Court of New Jersey for Hudson County on May 5, 2000 *(a)(5)(C) Form of Memorandum of Understanding signed by Kenneth Sherman, Nat Orme, Michael R. Cunningham, Gordon Mays, Laurence Gerber, James J. Cunningham, Arnold Spinner, Stanley Moss, Cunningham Graphics International, Inc., Automatic Data Processing, Inc. and FIS Acquisition Corp. *(d)(1) Agreement and Plan of Merger, dated as of May 2, 2000, among Automatic Data Processing, Inc., FIS Acquisition Corp. and Cunningham Graphics International, Inc. *(d)(2) Voting and Tender Agreement, dated as of May 2, 2000 among Automatic Data Processing, Inc., FIS Acquisition Corp. and the Shareholders listed therein *(d)(3) Confidentiality Agreement, dated as of January 5, 2000, between Prudential Securities Incorporated, as agent for Cunningham Graphics International, Inc., and ADP Financial Information Services, Inc. - ---------------------- * Previously filed - ----------------------- --------------------- CUSIP No. 231157108 Page 5 of 7 Pages - ----------------------- --------------------- *(d)(4) Employment Agreement, dated as of May 2, 2000, between ADP Financial Information Services, Inc., Cunningham Graphics International, Inc., Cunningham Graphics Inc. and Gerald (L.J.) Baillargeon *(d)(5) Employment Agreement, dated as of May 2, 2000, between ADP Financial Information Services, Inc., Cunningham Graphics International, Inc., Cunningham Graphics Inc. and Michael R. Cunningham *(d)(6) Employment Agreement, dated as of May 2, 2000, between ADP Financial Information Services, Inc., Cunningham Graphics International, Inc., Cunningham Graphics Inc. and Ned Hood *(d)(7) Employment Agreement, dated as of May 2, 2000, between ADP Financial Information Services, Inc., Cunningham Graphics International, Inc., Cunningham Graphics Inc. and Ioannis Lykogiannis *(d)(8) Employment Agreement, dated as of May 2, 2000, between ADP Financial Information Services, Inc., Cunningham Graphics International, Inc., Cunningham Graphics Inc. and Gordon Mays *(d)(9) Employment Agreement, dated as of May 2, 2000, between ADP Financial Information Services, Inc., Cunningham Graphics International, Inc., Cunningham Graphics Inc. and Timothy Mays *(d)(10) Employment Agreement, dated as of May 2, 2000, between ADP Financial Information Services, Inc., Cunningham Graphics International, Inc., Cunningham Graphics Inc. and Robert Needle *(d)(11) First Amendment, dated as of June 1, 2000, to the Agreement and Plan of Merger, dated as of May 2, 2000, by and among Automatic Data Processing, Inc., FIS Acquisition Corp. and Cunningham Graphics International, Inc. - ---------------------- * Previously filed EX-99 2 0002.txt EXHIBIT 99 (A)(1)(I) - ----------------------- --------------------- CUSIP No. 231157108 Page 6 of 7 Pages - ----------------------- --------------------- Exhibit 99 (a)(1)(I) For Immediate Release ADP COMPLETES TENDER OFFER FOR CUNNINGHAM GRAPHICS ROSELAND, NJ (June 9, 2000) - Automatic Data Processing, Inc. (NYSE: AUD) today announced that it had successfully completed its $22.00 per share cash tender offer for all outstanding shares of common stock of Cunningham Graphics International, Inc. (NASD: CGII). The tender offer expired on June 8, 2000, at 12:00 midnight, Eastern Time. Approximately 5,491,650 Cunningham Graphics shares, representing about 95.3% of the outstanding shares, had been validly tendered and not withdrawn prior to the expiration of the offer (including approximately 73,043 shares that are guaranteed to be delivered). All shares validly tendered and not withdrawn were accepted for payment, and ADP will promptly pay for such shares. ADP expects to complete the merger of Cunningham Graphics with a wholly owned subsidiary of ADP within the next few days in accordance with New Jersey's short-form merger provisions. As a result of the merger, each remaining outstanding share of Cunningham Graphics will be converted into the right to receive the same $22.00 per share in cash, without interest. ADP, with over $6 billion in annual revenues and more than 450,000 clients, is one of the largest independent computing services firms in the world. 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. Contact Arthur Schmidt & Associates, New York 212-953-5555 Fax: 212-953-5554 Email: asa@arthurschmidt.com -----END PRIVACY-ENHANCED MESSAGE-----