<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
Applied Graphics Technologies, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- --------------------------------------------------------------------------------
(Title of Class of Securities)
037937 10 9
- --------------------------------------------------------------------------------
(CUSIP Number)
Martin D. Krall, Esq., 450 West 33rd Street, 3rd Floor, New York, NY 10001
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
9/4/97
- --------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement / /. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
<PAGE> 2
SCHEDULE 13D
CUSIP NO. 037 937 10 9 PAGE 2 OF 7 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Applied Printing Technologies, L.P.
52-1560199
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E) / /
N/A
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 4,985,000
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING - 0 -
PERSON -----------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
4,985,000
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,985,000
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
N/A
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
Item 1. Security and Issuer.
This Amendment No. 1 to Schedule 13D relates to the common
stock, par value $.01 per share (the "Common Stock"), of Applied Graphics
Technologies, Inc. (the "Company"), 28 West 23rd Street, New York 10010.
Item 2. Identity and Background.
The reporting person is Applied Printing Technologies, L.P.
("Applied Printing"), a Delaware limited partnership whose business is
commercial printing and whose address is 77 Moonachie Avenue, Moonachie, New
Jersey 07074. The general partner of Applied Printing is Applied Printing
Technologies, Inc., a New Jersey corporation (the "General Partner") located at
the same address, whose principal business is acting as the general partner of
Applied Printing. Mortimer B. Zuckerman is the sole stockholder of the General
Partner. Mr. Zuckerman is the Chairman of the Board of Directors of Boston
Properties, Inc., a publicly held real estate investment trust located at 599
Lexington Avenue, New York, New York 10022. Mr. Zuckerman is also Chairman of
the Board of Directors of the Company, Chairman of U.S. News & World Report,
L.P. and Editor-in-Chief of U.S. News & World Report, Chairman of Daily News,
L.P. and Co-Publisher of the New York Daily News and Chairman of The Atlantic
Monthly.
The directors of the General Partner are Mr. Zuckerman and
Fred Drasner. Mr. Drasner is also Chairman and Chief Executive Officer of the
Company, Chief Executive Officer of Daily News, L.P. and Co-Publisher of the New
York Daily News, President and Chief Executive Officer of U.S. News & World
Report, L.P., Chairman and Chief Executive Officer of the General Partner and
Vice-Chairman and Chief Executive Officer of The Atlantic Monthly Company.
Martin D. Krall is Executive Vice President of the General Partner, Frederick M.
Gorra and Alfred Stoddart are each Senior Vice Presidents of the General
Partner, and Robert M. Okin is Vice President, Treasurer and Chief Financial
Officer of the General Partner. The principal occupation of each of Messrs.
Gorra, Stoddart and Okin is an executive officer of the General Partner and
Applied Printing. Mr. Krall is also the Executive Vice President, Chief Legal
Officer, Secretary and a director of the Company and the Executive Vice
President and the Chief Legal Officer of Daily News, L.P., The Atlantic Monthly
Company and U.S. News & World Report, L.P. The business address of Messrs.
Gorra, Stoddart and Okin is 77 Moonachie Avenue, Moonachie, New Jersey 07074;
the business address for Messrs. Drasner and Krall is 450 West 33rd Street, New
York, New York 10001.
None of Applied Printing, the General Partner or any person
referenced in Item 2 above has during the last five years been (a) convicted in
a criminal proceeding or (b) a party to a civil proceeding, in either case of
the type specified in Items 2(d) or 2(e) of Schedule 13D. All of the natural
persons named in Item 2 are U.S. citizens.
Item 3. Source and Amount of Funds or Other Consideration.
Not applicable.
<PAGE> 4
Item 4. Purpose of Transaction.
Not applicable.
Item 5. Interest in Securities of the Issuer.
(a) and (b) See cover page.
(c) In connection with a secondary offering by the Company
consummated on September 4, 1997 (the "Secondary Offering"), Applied Printing
sold 3,650,000 shares of the Company's Common Stock (including the
over-allotment option granted to the underwriters) at a price of $43 per share
pursuant to the exercise of piggyback registration rights. See Item 6 below.
(d) and (e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
The Company, Messrs. Zuckerman and Drasner and Applied
Printing (with respect to unsold shares of Common Stock) have agreed not to
offer sell, contract to sell or otherwise dispose of any shares of Common Stock
or any securities convertible into, or exercisable or exchangeable for, Common
Stock in the public market for a period of 90 days after September 3, 1997 (the
"Lock-Up Period").
The Company has granted to Applied Printing certain "demand"
and "piggyback" registration rights (the "Registration Rights") in connection
with the Common Stock that is held by Applied Printing (the "Registrable
Shares"). Applied Printing sold 3,650,000 shares of Common Stock in the
Secondary Offering as a result of the exercise of piggyback registration rights.
The remainder of the shares of Common Stock held by Applied Printing will be
entitled to the benefits of the Registration Rights. Subject to certain
conditions and limitations, the Registration Rights grant Applied Printing and
any Applied Printing partner to which Common Stock is distributed, and any
person to which such stock is pledged as collateral for a loan, the opportunity
to register all or any portion of the Registrable Shares and to have such shares
included in any registration by the Company of shares of Common Stock or other
securities substantially similar to the Common Stock, except that in the case of
a "demand" registration, the Company is not obligated to file any registration
statement initiated by any such holder within six months of the effective date
of certain other registration statements filed by the Company or with respect to
Registrable Shares having less than a $5.0 million aggregate offering price.
Demand registration rights may be exercised a maximum of five times. The
Registration Rights are transferable in connection with any private sale of
Registrable Shares.
<PAGE> 5
Item 7. Materials to File as Exhibits.
1. Letters from each of Applied Printing and Messrs.
Zuckerman and Drasner to Cowen & Company.
2. Registration Rights Agreement, dated April 16, 1996,
between Applied Printing and the Company, filed as Exhibit 10.7 to Registration
Statement on Form S-1, file no. 333-00478, and incorporated herein by reference.
<PAGE> 6
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.
September 15, 1997 Applied Printing Technologies, L.P.
By: Applied Printing Technologies, Inc.
By: /s/ Martin D. Krall
-------------------------------
Name: Martin D. Krall
Title: Executive Vice President
<PAGE> 1
EXHIBIT 1
September 2, 1997
COWEN & COMPANY
MONTGOMERY SECURITIES
BEAR, STEARNS & CO. INC.
MERRILL LYNCH PIERCE FENNER &
SMITH INCORPORATED
As Representatives of the
several Underwriters
c/o Cowen & Company
Financial Square
New York, New York 10005
Dear Sirs:
In order to induce Applied Graphics Technologies, Inc., a Delaware
corporation (the "Company"), Applied Printing Technologies, L.P., a Delaware
limited partnership, SpotLink, Inc., a California corporation, Cowen & Company
("Cowen"), Montgomery Securities ("Montgomery"), Bear, Stearns & Co. Inc. ("Bear
Stearns") and Merrill Lynch Pierce Fenner & Smith Incorporated (together with
Cowen, Montgomery and Bear Stearns, the "Representatives"), to enter into a
proposed underwriting agreement with respect to the public offering of shares of
the Company's Common Stock, $.01 par value ("Common Stock"), pursuant to the
registration statement on Form S-3 (File No. 333-32121) the undersigned hereby
agrees that, for a period of 90 days following the date of the Company's final
prospectus relating to such offering, the undersigned will not, without the
prior written consent of Cowen, directly or indirectly, offer, sell, assign,
transfer, encumber, contract to sell, grant an option to purchase or otherwise
dispose of, other than by operation of law, gifts or dispositions by estate
representatives (collectively, "Permitted Transfers"), any shares of Common
Stock (including, without limitation, Common Stock which may be deemed to be
beneficially owned by the undersigned in accordance with the rules and
regulations of the Securities and Exchange Commission (such shares, the
"Beneficially Owned Shares")). Anything contained herein to the contrary
notwithstanding, any person that receives shares of Common Stock or Beneficially
Owned Shares as the result of a Permitted Transfer shall, as a condition to such
Permitted Transfer, execute an agreement with the Representatives in the form of
this Agreement.
In order to enable the aforesaid covenants to be enforced, the
undersigned hereby consents to the placing of
<PAGE> 2
applicable legends and/or stop-transfer orders with the transfer agent of the
Company's Common Stock with respect to any Beneficially Owned Shares.
Applied Printing Technologies, L.P.
By: Applied Printing Technologies, Inc.
/s/ Fred Drasner
-------------------------
(Signature)
Fred Drasner
-------------------------
(Name - Please Type)
77 Moonachie Avenue
-------------------------
Moonachie, NJ 07074
-------------------------
(Address)
521560199
-------------------------
(Social Security or Taxpayer
Identification Number)
<PAGE> 3
September 2, 1997
COWEN & COMPANY
MONTGOMERY SECURITIES
BEAR, STEARNS & CO. INC.
MERRILL LYNCH PIERCE FENNER &
SMITH INCORPORATED
As Representatives of the
several Underwriters
c/o Cowen & Company
Financial Square
New York, New York 10005
Dear Sirs:
In order to induce Applied Graphics Technologies, Inc., a Delaware
corporation (the "Company"), Applied Printing Technologies, L.P., a Delaware
limited partnership, SpotLink, Inc., a California corporation, Cowen & Company
("Cowen"), Montgomery Securities ("Montgomery"), Bear, Stearns & Co. Inc. ("Bear
Stearns") and Merrill Lynch Pierce Fenner & Smith Incorporated (together with
Cowen, Montgomery and Bear Stearns, the "Representatives"), to enter into a
proposed underwriting agreement with respect to the public offering of shares of
the Company's Common Stock, $.01 par value ("Common Stock"), pursuant to the
registration statement on Form S-3 (File No. 333-32121) the undersigned hereby
agrees that, for a period of 90 days following the date of the Company's final
prospectus relating to such offering, the undersigned will not, without the
prior written consent of Cowen, directly or indirectly, offer, sell, assign,
transfer, encumber, contract to sell, grant an option to purchase or otherwise
dispose of, other than by operation of law, gifts or dispositions by estate
representatives (collectively, "Permitted Transfers"), any shares of Common
Stock (including, without limitation, Common Stock which may be deemed to be
beneficially owned by the undersigned in accordance with the rules and
regulations of the Securities and Exchange Commission (such shares, the
"Beneficially Owned Shares")). Anything contained herein to the contrary
notwithstanding, any person that receives shares of Common Stock or Beneficially
Owned Shares as the result of a Permitted Transfer shall, as a condition to such
Permitted Transfer, execute an agreement with the Representatives in the form of
this Agreement.
In order to enable the aforesaid covenants to be enforced, the
undersigned hereby consents to the placing of
<PAGE> 4
applicable legends and/or stop-transfer orders with the transfer agent of the
Company's Common Stock with respect to any Beneficially Owned Shares.
/s/ Mortimer B. Zuckerman
-------------------------
(Signature)
Mortimer B. Zuckerman
-------------------------
(Name - Please Type)
450 West 33rd Street
-------------------------
New York, NY 10001-2661
-------------------------
(Address)
-------------------------
(Social Security or Taxpayer
Identification Number)
<PAGE> 5
September 2, 1997
COWEN & COMPANY
MONTGOMERY SECURITIES
BEAR, STEARNS & CO. INC.
MERRILL LYNCH PIERCE FENNER &
SMITH INCORPORATED
As Representatives of the
several Underwriters
c/o Cowen & Company
Financial Square
New York, New York 10005
Dear Sirs:
In order to induce Applied Graphics Technologies, Inc., a Delaware
corporation (the "Company"), Applied Printing Technologies, L.P., a Delaware
limited partnership, SpotLink, Inc., a California corporation, Cowen & Company
("Cowen"), Montgomery Securities ("Montgomery"), Bear, Stearns & Co. Inc. ("Bear
Stearns") and Merrill Lynch Pierce Fenner & Smith Incorporated (together with
Cowen, Montgomery and Bear Stearns, the "Representatives"), to enter into a
proposed underwriting agreement with respect to the public offering of shares of
the Company's Common Stock, $.01 par value ("Common Stock"), pursuant to the
registration statement on Form S-3 (File No. 333-32121) the undersigned hereby
agrees that, for a period of 90 days following the date of the Company's final
prospectus relating to such offering, the undersigned will not, without the
prior written consent of Cowen, directly or indirectly, offer, sell, assign,
transfer, encumber, contract to sell, grant an option to purchase or otherwise
dispose of, other than by operation of law, gifts or dispositions by estate
representatives (collectively, "Permitted Transfers"), any shares of Common
Stock (including, without limitation, Common Stock which may be deemed to be
beneficially owned by the undersigned in accordance with the rules and
regulations of the Securities and Exchange Commission (such shares, the
"Beneficially Owned Shares")). Anything contained herein to the contrary
notwithstanding, any person that receives shares of Common Stock or Beneficially
Owned Shares as the result of a Permitted Transfer shall, as a condition to such
Permitted Transfer, execute an agreement with the Representatives in the form of
this Agreement.
In order to enable the aforesaid covenants to be enforced, the
undersigned hereby consents to the placing of
<PAGE> 6
applicable legends and/or stop-transfer orders with the transfer agent of the
Company's Common Stock with respect to any Beneficially Owned Shares.
/s/ Fred Drasner
-------------------------
(Signature)
Fred Drasner
-------------------------
(Name - Please Type)
77 Moonachie Avenue
------------------------
Moonachie, NJ 07074
-------------------------
(Address)
-------------------------
(Social Security or Taxpayer
Identification Number)
